Urban Outfitters Inc. (URBN) CEO details 2025 trading plan insider sales

Rhea-AI Filing Summary

Urban Outfitters Inc. (URBN) CEO and Chairman Richard A. Hayne, a director and 10% owner, reported multiple sales of common shares on 12/11/2025 and 12/12/2025. Individual transactions, all coded S for sale, ranged from 513 to 8,942 shares per trade at weighted-average prices between $79.994 and $83.034 per share, from both his direct holdings and shares held by his spouse as trustee.

After these transactions, Hayne directly owned 17,889,268 Urban Outfitters common shares. The filing also lists substantial indirect holdings, including 23,481 shares in a profit sharing fund, 185,573 shares in trusts, 35,140 shares in the Hayne Foundation, 1,176,273 shares held indirectly through his spouse, 11,300 shares through a spouse profit sharing fund, and 2,597,268 shares where his spouse acts as trustee. The reported sales were executed under a Rule 105b-1 trading plan adopted on 7/10/2025, and Hayne disclaims beneficial ownership of certain indirect holdings 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
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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)
12/11/2025

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	12/11/2025		S		1,138	D(1)	$79.994(2)	17,909,464	D
Common Shares	12/11/2025		S		995	D(1)	$79.994(2)	2,336,397	I(3)	By Spouse as Trustee
Common Shares	12/11/2025		S		8,942	D(1)	$80.938(4)	17,900,522	D
Common Shares	12/11/2025		S		7,825	D(1)	$80.938(4)	2,328,572	I(3)	By Spouse as Trustee
Common Shares	12/11/2025		S		587	D(1)	$81.725(5)	17,899,935	D
Common Shares	12/11/2025		S		513	D(1)	$81.725(5)	2,328,059	I(3)	By Spouse as Trustee
Common Shares	12/12/2025		S		7,699	D(1)	$82.511(6)	17,892,236	D
Common Shares	12/12/2025		S		6,736	D(1)	$82.511(6)	2,321,323	I(3)	By Spouse as Trustee
Common Shares	12/12/2025		S		2,968	D(1)	$83.034(7)	17,889,268	D
Common Shares	12/12/2025		S		2,597	D(1)	$83.034(7)	2,318,726	I(3)	By Spouse as Trustee
Common Shares								23,481	I(3)	By Profit Sharing Fund (401(k) Plan)
Common Shares								185,573	I(8)	By Trust
Common Shares								35,140	I(3)	By Hayne Foundation
Common Shares								1,176,273	I(9)	By Spouse
Common Shares								11,300	I(3)	By Spouse through Profit Sharing Fund (401(k) Plan)
Common Shares								2,597,268	I(3)(10)	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 $79.552 to $80.55. 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 $80.56 to $81.55. 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 $81.59 to $81.83. 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.

6. The price in Column 4 is a weighted average price. The price actually received ranged from $81.90 to $82.89. 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 $82.90 to $83.36. 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. 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.

9. 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.

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

	/s/ Richard A. Hayne	12/15/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did URBN CEO Richard A. Hayne report?

Richard A. Hayne reported a series of sales of Urban Outfitters common shares on 12/11/2025 and 12/12/2025. Each transaction was coded as a sale and involved blocks of between 513 and 8,942 shares at weighted-average prices ranging from $79.994 to $83.034 per share.

On what dates and price ranges did Richard Hayne sell Urban Outfitters (URBN) shares?

Hayne sold URBN common shares on 12/11/2025 and 12/12/2025. Footnotes state that the weighted-average prices corresponded to actual prices in ranges of $79.552 to $80.55, $80.56 to $81.55, $81.59 to $81.83, $81.90 to $82.89, and $82.90 to $83.36, depending on the specific trade.

How many Urban Outfitters shares does Richard A. Hayne own after these sales?

Following the reported transactions, Hayne directly owned 17,889,268 Urban Outfitters common shares. In addition, the filing lists indirect holdings of 23,481 shares in a profit sharing fund, 185,573 shares in trusts, 35,140 shares in the Hayne Foundation, 1,176,273 shares held indirectly through his spouse, 11,300 shares through a spouse profit sharing fund, and 2,597,268 shares where his spouse serves as trustee.

Were the URBN insider sales made under a trading plan?

Yes. A footnote explains that the reported transaction was effected under a Rule 105b-1 trading plan adopted by Richard A. Hayne on 7/10/2025.

How are Richard Haynes indirect URBN shareholdings structured?

The filing shows several forms of indirect ownership: shares held by his spouse as trustee, shares in a profit sharing fund (401(k) plan), two trusts where family members are beneficiaries, the Hayne Foundation, and additional shares owned directly by his spouse and through her profit sharing fund.

Does Richard A. Hayne disclaim beneficial ownership of some Urban Outfitters shares?

Yes. The notes state that Hayne disclaims beneficial ownership of certain shares held indirectly through his spouse and various trusts and foundations, except to the extent of any pecuniary interest in those holdings.