URBAN OUTFITTERS (URBN) family trusts sell 11,518 shares under plan

Rhea-AI Filing Summary

URBAN OUTFITTERS INC saw trusts associated with Co-President & CCO Margaret Hayne sell a total of 11,518 common shares in open-market transactions on February 19–20, 2026. The reported weighted average sale prices ranged around $70–$71 per share.

The sales were made indirectly through family trusts and were executed under a Rule 10b5-1 trading plan adopted on July 10, 2025. Margaret Hayne disclaims beneficial ownership of these indirectly held shares 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)
02/19/2026

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	02/19/2026		S		2,185	D(1)	$70.101(2)	1,943,192	I(3)	By Trust
Common Shares	02/20/2026		S		7,980	D(1)	$70.398(4)	1,935,212	I(3)	By Trust
Common Shares	02/20/2026		S		1,353	D(1)	$71.072(5)	1,933,859	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(6)	By Trust
Common Shares								17,449,385	I(7)	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 $70.005 to $70.24. 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 $70.96. 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 $71.03 to $71.10. 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. These shares are owned by three trusts, of which members of Margaret Hayne's immediate family are among the beneficiaries.

7. 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	02/23/2026
	** 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 transaction did URBN disclose for Margaret Hayne?

URBAN OUTFITTERS INC disclosed that trusts associated with Co-President & CCO Margaret Hayne sold 11,518 common shares. The transactions were open-market sales executed on February 19–20, 2026, with reported weighted average prices in the $70–$71 per share range under a prearranged plan.

Were the recent URBN share sales by Margaret Hayne direct or indirect?

The reported URBN share sales were indirect, carried out by trusts associated with Margaret Hayne. The filing notes these shares are owned by family trusts, and Hayne disclaims beneficial ownership except for any pecuniary interest, meaning the holdings are not in her direct personal account.

How many URBN shares were sold in the latest Form 4 filing?

The Form 4 filing shows a total of 11,518 URBN common shares sold by trusts linked to Co-President & CCO Margaret Hayne. Individual transactions included 7,980, 1,353, and 2,185 shares, each reported with specific weighted average sale prices around the low-$70 range per share.

At what prices were the URBN shares sold by the Hayne-related trusts?

The URBN shares were sold at reported weighted average prices of $70.398, $71.072, and $70.101 per share. Footnotes explain that actual sale prices occurred within specified ranges around those averages, and detailed breakdowns are available on request to the company or regulators.

Was the URBN insider sale by Margaret Hayne part of a 10b5-1 plan?

Yes. The filing states the reported transactions were executed under a Rule 10b5-1 trading plan adopted by Margaret Hayne on July 10, 2025. Such plans pre-schedule trades, allowing insiders to systematically sell shares regardless of subsequent non-public information.

What ongoing URBN share holdings are reported for entities related to Margaret Hayne?

The filing lists several ongoing URBN common share holdings, including direct holdings and indirect positions via trusts, profit-sharing funds, and her spouse. Each line item reports shares beneficially owned following the transactions, highlighting various entities such as family trusts and the Hayne Foundation as owners.