Urban Outfitters (URBN) CEO details December stock sales, holdings

Rhea-AI Filing Summary

Urban Outfitters Inc. CEO, Chairman and 10% owner Richard A. Hayne reported multiple sales of the companys common shares on 12/09/2025 and 12/10/2025. The transactions, reported with code S, involved small blocks such as 9,523, 6,823 and 2,843 shares at weighted average prices including $75.463, $76.483, $78.195 and $79.198 per share, and were effected pursuant to a Rule 105b-1 trading plan adopted on 7/10/2025.

After these sales, Hayne continued to hold 17,910,602 Urban Outfitters shares directly, plus substantial indirect holdings such as 2,337,392 shares held by his spouse as trustee and 1,176,273 shares held by his spouse, along with additional positions through trusts, a foundation, a profit sharing fund and other retirement plans.

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

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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)
12/09/2025

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	12/09/2025		S		464	D(1)	$75.463(2)	17,931,472	D
Common Shares	12/09/2025		S		404	D(1)	$75.463(2)	2,355,654	I(3)	By Spouse as Trustee
Common Shares	12/09/2025		S		9,523	D(1)	$76.483(4)	17,921,949	D
Common Shares	12/09/2025		S		8,334	D(1)	$76.483(4)	2,347,320	I(3)	By Spouse as Trustee
Common Shares	12/09/2025		S		680	D(1)	$76.938(5)	17,921,269	D
Common Shares	12/09/2025		S		595	D(1)	$76.938(5)	2,346,725	I(3)	By Spouse as Trustee
Common Shares	12/10/2025		S		942	D(1)	$76.919(6)	17,920,327	D
Common Shares	12/10/2025		S		824	D(1)	$76.919(6)	2,345,901	I(3)	By Spouse as Trustee
Common Shares	12/10/2025		S		6,823	D(1)	$78.195(7)	17,913,504	D
Common Shares	12/10/2025		S		5,970	D(1)	$78.195(7)	2,339,931	I(3)	By Spouse as Trustee
Common Shares	12/10/2025		S		2,843	D(1)	$79,198(8)	17,910,661	D
Common Shares	12/10/2025		S		2,488	D(1)	$79.198(8)	2,337,443	I(3)	By Spouse as Trustee
Common Shares	12/10/2025		S		59	D(1)	$79.722(9)	17,910,602	D
Common Shares	12/10/2025		S		51	D(1)	$79.722(9)	2,337,392	I(3)	By Spouse as Trustee
Common Shares								23,481	I(3)	By Profit Sharing Fund (401(k) Plan)
Common Shares								185,573	I(10)	By Trust
Common Shares								35,140	I(3)	By Hayne Foundation
Common Shares								1,176,273	I(11)	By Spouse
Common Shares								11,300	I(3)	By Spouse through Profit Sharing Fund (401(k) Plan)
Common Shares								2,597,268	I(3)(12)	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 $74.83 to $75.827. 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 $75.836 to $76.83. 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 $76.837 to $77.072. 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 $76.55 to $77.413. 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 $77.62 to $78.612. 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 $78.63 to $79.618. 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. The price in Column 4 is a weighted average price. The price actually received ranged from $79.687 to $79.758. 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.

10. 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.

11. 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.

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

	/s/ Richard A. Hayne	12/11/2025
	** 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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FAQ

What insider stock transactions did Urban Outfitters (URBN) report for Richard A. Hayne?

The filing shows that Richard A. Hayne, CEO, Chairman and 10% owner of Urban Outfitters Inc. (URBN), reported multiple sales of common shares on 12/09/2025 and 12/10/2025, all coded as sales (S) in Table I.

How many Urban Outfitters (URBN) shares did Richard A. Hayne sell in individual trades?

On the reported dates, Hayne sold several small blocks of Urban Outfitters common shares, including trades of 9,523, 6,823 and 2,843 shares, among other smaller amounts listed in Table I.

At what prices were the Urban Outfitters (URBN) shares sold by Richard A. Hayne?

The sales were executed at weighted average prices noted in the filing, including $75.463, $76.483, $78.195 and $79.198 per share, with the explanations stating that actual prices received fell within specified ranges for each transaction.

How many Urban Outfitters (URBN) shares does Richard A. Hayne own after these transactions?

After the reported sales, Hayne beneficially owned 17,910,602 Urban Outfitters common shares directly. He also reported indirect ownership positions, such as 2,337,392 shares held by his spouse as trustee and 1,176,273 shares owned by his spouse, plus additional holdings in trusts, a foundation and retirement plans.

Were Richard A. Haynes Urban Outfitters (URBN) share sales under a trading plan?

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

What indirect ownership structures are disclosed for Urban Outfitters (URBN) shares held by Richard A. Hayne?

The filing lists various indirect holdings, including shares held by spouse as trustee, in a Profit Sharing Fund (401(k) Plan), by trusts, the Hayne Foundation, and additional trusts where members of his or his spouses immediate family are among the beneficiaries.