Trust tied to Urban Outfitters (URBN) Co-President reports share sales

Rhea-AI Filing Summary

Urban Outfitters Inc. executive and director Margaret Hayne reported pre-planned sales of company common shares held by a trust associated with her. On 01/29/2026, the trust sold 8,750 common shares at a weighted average price of $70.029, and on 01/30/2026 it sold 9,333 common shares at a weighted average price of $70.338.

The transactions were effected under a Rule 105b-1 trading plan adopted on 7/10/2025. The filing notes that these shares are owned indirectly by Margaret Hayne and her spouse, and that she disclaims beneficial ownership except to the extent of any pecuniary interest.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hayne Margaret

(Last) (First) (Middle)

5000 SOUTH BROAD STREEET

(Street)

PHILADELPHIA PA 19112

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
URBAN OUTFITTERS INC [ URBN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-President & CCO

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	01/29/2026		S		8,750	D(1)	$70.029(2)	2,062,614	I(3)	By Trust
Common Shares	01/30/2026		S		9,333	D(1)	$70.338(4)	2,053,281	I(3)	By Trust
Common Shares								1,176,273	D
Common Shares								11,300	I(3)	By Profit Sharing Fund (401(k)) Plan
Common Shares								2,597,268	I(5)	By Trust
Common Shares								17,585,878	I(6)	By Spouse
Common Shares								23,480	I(3)	By Spouse through Profit Sharing Fund (401(k)) Plan
Common Shares								185,573	I(3)	By Spouse as Trustee
Common Shares								35,140	I(3)	By Hayne Foundation

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported transaction was effected pursuant to a Rule 105b-1 trading plan adopted by the reporting person on 7/10/2025.

2. The price in Column 4 is a weighted average price. The price actually received ranged from $70.00 to $70.15. The reporting person undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range.

3. These shares are owned indirectly by Margaret Hayne and indirectly by her spouse, Richard A. Hayne. Margaret Hayne disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

4. The price in Column 4 is a weighted average price. The price actually received ranged from $70.00 to $70.64. The reporting person undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range.

5. These shares are owned by three trusts, of which members of Margaret Hayne's immediate family are among the beneficiaries.

6. These shares are owned indirectly by Margaret Hayne and directly by her spouse, Richard A Hayne. Margaret Hayne disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

	/s/ Margaret Hayne	02/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Margaret Hayne report for Urban Outfitters (URBN)?

Margaret Hayne reported two sales of Urban Outfitters common shares held by a trust. The trust sold 8,750 shares at $70.029 on January 29, 2026 and 9,333 shares at $70.338 on January 30, 2026 under a pre-planned trading program.

Were the URBN insider share sales by Margaret Hayne pre-planned?

Yes. The reported Urban Outfitters share sales were executed under a Rule 105b-1 trading plan adopted by Margaret Hayne on July 10, 2025. Such plans allow insiders to schedule trades in advance, helping separate personal trading decisions from day-to-day corporate information.

Who actually owns the Urban Outfitters shares sold in this Form 4 filing?

The sold shares are held by a trust associated with Margaret Hayne and her spouse. The filing states the shares are owned indirectly by her and that she disclaims beneficial ownership, except to the extent of any pecuniary interest she may have in those trust holdings.

What prices did the trust linked to Margaret Hayne receive for the URBN share sales?

The trust received weighted average prices of $70.029 per Urban Outfitters share for 8,750 shares on January 29, 2026, and $70.338 per share for 9,333 shares on January 30, 2026. Actual prices for individual trades fell within stated dollar ranges around those averages.

Does Margaret Hayne still hold Urban Outfitters (URBN) shares after these reported sales?

Yes. After the January 30, 2026 sale, the trust associated with Margaret Hayne held 2,053,281 Urban Outfitters common shares. The Form 4 also lists additional direct and indirect holdings, including personal, trust, spouse, foundation, and retirement plan positions in the company’s stock.

What is Margaret Hayne’s role at Urban Outfitters (URBN)?

Margaret Hayne is identified as both a director and an officer of Urban Outfitters, serving as Co-President & CCO. Her status as a senior insider requires reporting transactions in company stock, including sales by related trusts and other indirect ownership vehicles, on Form 4 filings.