Urban Outfitters (URBN) CEO records stock sales under preset trading plan

Rhea-AI Filing Summary

Urban Outfitters, Inc. insider activity: CEO, Chairman, director and 10% owner Richard A. Hayne reported open‑market sales of Urban Outfitters common shares on January 20–21, 2026. Some sales were from shares held directly in his name, and others from accounts where his spouse serves as trustee, with Hayne disclaiming beneficial ownership except for any pecuniary interest.

Reported weighted average sale prices ranged from about $70.425 to $71.111 per share, with footnotes stating actual trade prices ran between $70.00 and $71.355. After these transactions, he continued to hold 17,622,593 common shares directly and 2,085,401 shares indirectly through his spouse as trustee, along with additional indirect holdings via profit sharing funds, family trusts, a foundation, and shares held directly by his spouse. The filing notes the transactions were effected pursuant to a Rule 105b-1 trading plan adopted on July 10, 2025.

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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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)
01/20/2026

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	01/20/2026		S		10,105	D(1)	$70.425(2)	17,633,822	D
Common Shares	01/20/2026		S		8,843	D(1)	$70.425(2)	2,095,224	I(3)	By Spouse as Trustee
Common Shares	01/20/2026		S		562	D(1)	$71.111(4)	17,633,260	D
Common Shares	01/20/2026		S		490	D(1)	$71.111(4)	2,094,734	I(3)	By Spouse as Trustee
Common Shares	01/21/2026		S		10,133	D(1)	$70.55(5)	17,623,127	D
Common Shares	01/21/2026		S		8,867	D(1)	$70.55(5)	2,085,867	I(3)	By Spouse as Trustee
Common Shares	01/21/2026		S		534	D(1)	$71.065	17,622,593	D
Common Shares	01/21/2026		S		466	D(1)	$71.065	2,085,401	I(3)	By Spouse as Trustee
Common Shares								23,480	I(3)	By Profit Sharing Fund (401(k) Plan)
Common Shares								185,573	I(6)	By Trust
Common Shares								35,140	I(3)	By Hayne Foundation
Common Shares								1,176,273	I(7)	By Spouse
Common Shares								11,300	I(3)	By Spouse through Profit Sharing Fund (401(k) Plan)
Common Shares								2,597,268	I(3)(8)	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 $70.00 to $70.965. 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 $71.02 to $71.355. 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 $70.03 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.

6. 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.

7. 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.

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

	/s/ Richard A. Hayne	01/22/2026
	** 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.
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FAQ

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

The filing reports open‑market sales of Urban Outfitters (URBN) common shares on January 20–21, 2026, from accounts held directly by CEO Richard A. Hayne and from accounts where his spouse serves as trustee, with sales coded as "S" for non‑derivative common shares.

Were the URBN insider stock sales made under a trading plan?

Yes. A footnote states that the reported transactions were effected pursuant to a Rule 105b-1 trading plan adopted by the reporting person on July 10, 2025.

At what prices were the Urban Outfitters shares sold in this Form 4?

Weighted average sale prices reported include $70.425, $71.111, and $70.55 per share. Footnotes specify that actual prices received ranged from $70.00 to $70.965, $71.02 to $71.355, and $70.03 to $70.96 for the respective transaction groups.

How many Urban Outfitters shares does Richard Hayne hold directly after these transactions?

After the reported January 21, 2026 transactions, the table shows 17,622,593 Urban Outfitters common shares held with ownership form marked as Direct (D).

What indirect Urban Outfitters share holdings are associated with Richard Hayne and his spouse?

Indirect holdings include shares held by spouse as trustee, in a profit sharing fund (401(k) plan), by trusts where family members are beneficiaries, by the Hayne Foundation, and by his spouse directly. Footnotes state that Richard A. Hayne disclaims beneficial ownership of several of these positions, except to the extent of any pecuniary interest.

What does Direct (D) vs. Indirect (I) ownership mean in the URBN Form 4 table?

In the table, Direct (D) indicates shares registered in the reporting person’s own name, while Indirect (I) refers to shares held through other entities or accounts, such as spouse as trustee, profit sharing funds, family trusts, or a foundation, as described in the "Nature of Indirect Beneficial Ownership" column and related footnotes.