Urban Outfitters (URBN) Co-President linked trust sells 18,666 shares

Rhea-AI Filing Summary

Urban Outfitters Inc. insider activity: Co-President and CCO Margaret Hayne reported a series of open-market sales of Urban Outfitters common shares on February 10–11, 2026, executed indirectly through a trust associated with her.

The trust sold a total of 18,666 common shares in four transactions at weighted average prices ranging from about $70.495 to $71.511 per share, under a Rule 105b-1 trading plan adopted on July 10, 2025. After these sales, the trust involved reported 1,978,617 common shares, and Hayne continues to report substantial additional direct and indirect holdings through retirement plans, family trusts, her spouse, and a family foundation.

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
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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)
02/10/2026

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	02/10/2026		S		3,521	D(1)	$70.495(2)	1,993,762	I(3)	By Trust
Common Shares	02/10/2026		S		5,812	D(1)	$71.511(4)	1,987,950	I(3)	By Trust
Common Shares	02/11/2026		S		7,028	D(1)	$70.773(5)	1,980,922	I(3)	By Trust
Common Shares	02/11/2026		S		2,305	D(1)	$71.395(6)	1,978,617	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(7)	By Trust
Common Shares								17,500,542	I(8)	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 $70.10 to $71.065. 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 $71.22 to $71.87. 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 $70.10 to $71.09. 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 $71.10 to $71.94. 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. These shares are owned by three trusts, of which members of Margaret Hayne's immediate family are among the beneficiaries.

8. 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	02/12/2026
	** 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).
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FAQ

What insider transaction did URBN Co-President Margaret Hayne report on this Form 4?

The filing reports that a trust associated with Urban Outfitters Co-President and CCO Margaret Hayne executed open-market sales of common shares. These sales occurred over two days in February 2026 and were reported as indirect transactions through the trust rather than direct personal trades.

How many Urban Outfitters (URBN) shares were sold in the reported transactions?

The reported transactions show four open-market sales totaling 18,666 Urban Outfitters common shares. Individual trades involved 3,521, 5,812, 7,028, and 2,305 shares, all executed indirectly through a trust. These transactions reduced, but did not eliminate, the trust’s sizable reported holdings.

On what dates did the URBN insider share sales by the trust occur?

The reported Urban Outfitters share sales by the trust occurred on February 10 and February 11, 2026. Two transactions were executed each day, all classified as open-market or private sales. The filing lists these dates as the transaction dates for the non-derivative common share sales.

What prices were received for the URBN shares sold in these insider transactions?

The filing lists weighted average sale prices of $70.495, $71.511, $70.773, and $71.395 per Urban Outfitters common share. Footnotes explain that each figure is a weighted average and that actual prices for each trade fell within specific ranges around those averages.

What trading plan governed the reported Urban Outfitters (URBN) share sales?

The filing states that the reported transactions were effected under a Rule 105b-1 trading plan adopted by the reporting person on July 10, 2025. The footnote specifies that this plan was adopted in advance and governed the execution of the February 2026 share sales.

How many Urban Outfitters shares does the trust hold after the reported sales?

After the reported February 2026 sales, the trust involved in these transactions is shown as holding 1,978,617 Urban Outfitters common shares. Additional lines in the filing list further direct and indirect holdings through retirement plans, other trusts, a spouse, and a family foundation.

What other URBN share holdings related to Margaret Hayne are disclosed in this Form 4?

Beyond the trading trust, the filing lists 1,176,273 shares held directly, 11,300 shares through a profit sharing 401(k) plan, 2,597,268 shares held by three family trusts, 17,500,542 shares held by her spouse, additional spouse-related 401(k) and trustee holdings, and 35,140 shares held by the Hayne Foundation.