[Form 4] URBAN OUTFITTERS INC Insider Trading Activity

Rhea-AI Filing Summary

Urban Outfitters Co-President Margaret Hayne, a director and Co-President & CCO of URBN, reported two planned sales of common shares on January 22, 2026 by a trust associated with her. The trust sold 6,699 common shares at a weighted average price of $70.916 and another 2,634 common shares at a weighted average price of $71.813, both coded as open-market sales. The filing notes these trades were made under a Rule 105b-1 trading plan adopted on July 10, 2025. After the transactions, Hayne reports continued holdings of 1,176,273 common shares directly, plus additional indirect interests through a 401(k) profit sharing fund, multiple trusts, her spouse, her spouse’s profit sharing fund, and the Hayne 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

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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 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)
01/22/2026

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	01/22/2026		S		6,699	D(1)	$70.916(2)	2,078,702	I(3)	By Trust
Common Shares	01/22/2026		S		2,634	D(1)	$71.813(4)	2,076,068	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(5)	By Trust
Common Shares								17,611,926	I(6)	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 $70.52 to $71.51. 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 $71.52 to $72.19. 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. These shares are owned by three trusts, of which members of Margaret Hayne's immediate family are among the beneficiaries.

6. 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	01/26/2026
	** 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

Who is the insider reporting this Form 4 for URBN?

The Form 4 is filed by Margaret Hayne, who is a director and Co-President & Chief Creative Officer of Urban Outfitters Inc. (URBN).

How many Urban Outfitters (URBN) shares were sold in this transaction?

A trust associated with Margaret Hayne reported selling 6,699 common shares at a weighted average price of $70.916 and 2,634 common shares at a weighted average price of $71.813 on January 22, 2026.

At what prices were the Urban Outfitters (URBN) shares sold?

The first sale used a weighted average price of $70.916, with actual prices ranging from $70.52 to $71.51. The second used a weighted average price of $71.813, with actual prices ranging from $71.52 to $72.19.

Were the Urban Outfitters share sales by Margaret Hayne pre-planned?

Yes. The filing states the reported transaction was effected pursuant to a Rule 105b-1 trading plan adopted by Margaret Hayne on July 10, 2025.

How are the sold Urban Outfitters (URBN) shares held in relation to Margaret Hayne?

The sold common shares are reported as held indirectly "By Trust". The filing explains these shares are owned indirectly by Margaret Hayne and indirectly by her spouse, and she disclaims beneficial ownership except to the extent of any pecuniary interest.

What Urban Outfitters share holdings does Margaret Hayne report after these transactions?

After the reported sales, she reports 1,176,273 common shares directly, plus indirect holdings including 11,300 shares via a 401(k) profit sharing fund, 2,597,268 shares by trust, 17,611,926 shares by spouse, 23,480 shares by spouse through a profit sharing fund, 185,573 shares by spouse as trustee, and 35,140 shares by the Hayne Foundation.