Urban Outfitters CEO reports planned share sales

Urban Outfitters, Inc. CEO and Chairman Richard A. Hayne, also a director and 10% owner, reported multiple open-market sales of common shares on February 4 and 5, 2026.

Rhea-AI Filing Summary

Urban Outfitters, Inc. CEO and Chairman Richard A. Hayne, also a director and 10% owner, reported multiple open-market sales of common shares on February 4 and 5, 2026. The transactions were reported at weighted average prices including $72.785, $73.852, $71.147, $71.941, $73.303, and $74.008 per share.

The filing states the sales were effected under a Rule 105b-1 trading plan adopted on July 10, 2025. Some shares are reported as owned indirectly through entities where Mr. Hayne or his spouse act as trustee, with Mr. Hayne disclaiming beneficial ownership except to the extent of any pecuniary interest.

Insider Trade Summary

Net Seller: 40,000 shares

Net Sell 18 txns

Insider HAYNE RICHARD A

Role CEO & Chairman of the Board

Sold 40,000 shs ($2.90M)

Type	Security	Shares	Price	Value
Sale	Common Shares	7,231	$71.147	$514K
Sale	Common Shares	6,327	$71.147	$450K
Sale	Common Shares	1,724	$71.941	$124K
Sale	Common Shares	1,509	$71.941	$109K
Sale	Common Shares	1,125	$73.303	$82K
Sale	Common Shares	984	$73.303	$72K
Sale	Common Shares	587	$74.008	$43K
Sale	Common Shares	513	$74.008	$38K
Sale	Common Shares	4,214	$72.785	$307K
Sale	Common Shares	3,686	$72.785	$268K
Sale	Common Shares	6,453	$73.852	$477K
Sale	Common Shares	5,647	$73.852	$417K
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 17,543,210 shares (Direct); Common Shares — 4,613,217 shares (Indirect, By Spouse as Trustee); Common Shares — 23,480 shares (Indirect, By Profit Sharing Fund (401(k) Plan)); Common Shares — 185,573 shares (Indirect, By Trust); Common Shares — 35,140 shares (Indirect, By Hayne Foundation); Common Shares — 1,176,273 shares (Indirect, By Spouse); Common Shares — 11,300 shares (Indirect, By Spouse through Profit Sharing Fund (401(k) Plan))

Footnotes (11)

1. F1. The reported transaction was effected pursuant to a Rule 105b-1 trading plan adopted by the reporting person on 7/10/2025.
2. F2. The price in Column 4 is a weighted average price. The price actually received ranged from $72.45 to $73.405. 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. F3. These shares are owned indirectly by Richard A. Hayne and indirectly by his spouse, Margaret Hayne. Richard A. Hayne disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
4. F4. The price in Column 4 is a weighted average price. The price actually received ranged from $73.47 to $74.34. 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. F5. The price in Column 4 is a weighted average price. The price actually received ranged from $70.745 to $71.7449. 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.
6. F6. The price in Column 4 is a weighted average price. The price actually received ranged from $71.747 to $72.42. 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.
7. F7. The price in Column 4 is a weighted average price. The price actually received ranged from $72.818 to $73.811. 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.
8. F8. The price in Column 4 is a weighted average price. The price actually received ranged from $73.85 to $74.41. 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.
9. F9. These shares are held by two trusts of which members of Richard A. Hayne's immediate family are among the beneficiaries. Mr. Hayne serves as trustee of each trust and disclaims beneficial ownership of the issuer's common shares held by the trusts, except to the extent of his pecuniary interest therein.
10. F10. These shares are owned indirectly by Richard A. Hayne and directly by his spouse, Margaret Hayne. Richard A. Hayne disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
11. F11. These shares are owned by three trusts, of which members of Margaret Hayne's immediate family are among the beneficiaries.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider share transactions did URBN CEO Richard Hayne report in this Form 4?

Richard A. Hayne reported multiple open-market sales of Urban Outfitters common shares on February 4 and 5, 2026. The trades occurred at weighted average prices between about $71 and $74 per share, with both directly held and indirectly held shares reported in the filing.

On what dates did the reported URBN insider transactions by Richard Hayne occur?

The reported Urban Outfitters insider transactions occurred on February 4 and February 5, 2026. Across these two days, the Form 4 lists several separate sales of common shares, each with its own transaction line and weighted average sale price disclosure.

Were Richard Hayne’s URBN stock sales made under a trading plan?

Yes. The Form 4 states the reported transactions were effected under a Rule 105b-1 trading plan. The plan was adopted by the reporting person on July 10, 2025, and the footnote explains that the trades were executed pursuant to this pre-established arrangement.

What sale prices are disclosed for the URBN insider transactions in this filing?

The Form 4 discloses weighted average sale prices of $72.785, $73.852, $71.147, $71.941, $73.303, and $74.008 per share. Additional footnotes provide price ranges for each weighted average and offer to supply detailed breakdowns upon request.

How are indirect URBN share holdings reported for Richard Hayne and related entities?

The filing reports several indirect holdings through a spouse, trusts, a foundation, and profit-sharing funds. Footnotes explain that Richard A. Hayne disclaims beneficial ownership of certain indirectly held shares, except to the extent of any pecuniary interest in those positions.

Does this URBN Form 4 show any derivative securities for Richard Hayne?

No derivative securities are listed for Richard A. Hayne in the provided Table II excerpt. The detailed section for options, warrants, or other derivatives contains column headings but no specific derivative transactions or holdings in this particular filing segment.

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Accepted by SEC EDGAR 02/06/2026 - 04:38 PM Learn about SEC filing dates

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 RICHARD A

(Last) (First) (Middle)

5000 SOUTH BROAD STREET

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026

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	02/04/2026		S		4,214	D(1)	$72.785(2)	17,560,330	D
Common Shares	02/04/2026		S		3,686	D(1)	$72.785(2)	2,030,929	I(3)	By Spouse as Trustee
Common Shares	02/04/2026		S		6,453	D(1)	$73.852(4)	17,553,877	D
Common Shares	02/04/2026		S		5,647	D(1)	$73.852(4)	2,025,282	I(3)	By Spouse as Trustee
Common Shares	02/05/2026		S		7,231	D(1)	$71.147(5)	17,546,646	D
Common Shares	02/05/2026		S		6,327	D(1)	$71.147(5)	2,018,955	I(3)	By Spouse as Trustee
Common Shares	02/05/2026		S		1,724	D(1)	$71.941(6)	17,544,922	D
Common Shares	02/05/2026		S		1,509	D(1)	$71.941(6)	2,017,446	I(3)	By Spouse as Trustee
Common Shares	02/05/2026		S		1,125	D(1)	$73.303(7)	17,543,797	D
Common Shares	02/05/2026		S		984	D(1)	$73.303(7)	2,016,462	I(3)	By Spouse as Trustee
Common Shares	02/05/2026		S		587	D(1)	$74.008(8)	17,543,210	D
Common Shares	02/05/2026		S		513	D(1)	$74.008(8)	2,015,949	I(3)	By Spouse as Trustee
Common Shares								23,480	I(3)	By Profit Sharing Fund (401(k) Plan)
Common Shares								185,573	I(9)	By Trust
Common Shares								35,140	I(3)	By Hayne Foundation
Common Shares								1,176,273	I(10)	By Spouse
Common Shares								11,300	I(3)	By Spouse through Profit Sharing Fund (401(k) Plan)
Common Shares								2,597,268	I(3)(11)	By Spouse as Trustee

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 $72.45 to $73.405. 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 Richard A. Hayne and indirectly by his spouse, Margaret Hayne. Richard A. 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 $73.47 to $74.34. 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. The price in Column 4 is a weighted average price. The price actually received ranged from $70.745 to $71.7449. 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.

6. The price in Column 4 is a weighted average price. The price actually received ranged from $71.747 to $72.42. 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.

7. The price in Column 4 is a weighted average price. The price actually received ranged from $72.818 to $73.811. 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.

8. The price in Column 4 is a weighted average price. The price actually received ranged from $73.85 to $74.41. 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.

9. These shares are held by two trusts of which members of Richard A. Hayne's immediate family are among the beneficiaries. Mr. Hayne serves as trustee of each trust and disclaims beneficial ownership of the issuer's common shares held by the trusts, except to the extent of his pecuniary interest therein.

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

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

	/s/ Richard A. Hayne	02/06/2026
	** 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).
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