Urban Outfitters (URBN) CEO Richard Hayne reports pre-planned share sales

Rhea-AI Filing Summary

Urban Outfitters, Inc. insider trading report: CEO, Chairman and 10% owner Richard A. Hayne reported open-market sales of Urban Outfitters common shares under a Rule 10b5-1 trading plan adopted on 7/10/2025.

On 01/29/2026, he sold 10,003 shares directly at a weighted average price of $70.029, and 8,750 shares were sold by his spouse as trustee at the same weighted average price. On 01/30/2026, he sold 10,667 shares directly at a weighted average price of $70.338, and 9,333 shares were sold by his spouse as trustee at that weighted average price.

Following these trades, he reported 17,596,545 and then 17,585,878 Urban Outfitters common shares held directly, plus substantial indirect holdings through his spouse, multiple trusts, a foundation and profit sharing (401(k)) plans, while disclaiming beneficial ownership of certain indirect positions except for 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
Estimated average burden
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 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)
01/29/2026

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	01/29/2026		S		10,003	D(1)	$70.029(2)	17,596,545	D
Common Shares	01/29/2026		S		8,750	D(1)	$70.029(2)	2,062,614	I(3)	By Spouse as Trustee
Common Shares	01/30/2026		S		10,667	D(1)	$70.338(4)	17,585,878	D
Common Shares	01/30/2026		S		9,333	D(1)	$70.338(4)	2,053,281	I(3)	By Spouse as Trustee
Common Shares								23,480	I(3)	By Profit Sharing Fund (401(k) Plan)
Common Shares								185,573	I(5)	By Trust
Common Shares								35,140	I(3)	By Hayne Foundation
Common Shares								1,176,273	I(6)	By Spouse
Common Shares								11,300	I(3)	By Spouse through Profit Sharing Fund (401(k) Plan)
Common Shares								2,597,268	I(3)(7)	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 $70.15. 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 $70.00 to $70.64. 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 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.

6. 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.

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

	/s/ Richard A. Hayne	02/02/2026
	** 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

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

Richard Hayne reported open-market sales of Urban Outfitters common shares on January 29 and 30, 2026. He sold 10,003 and 10,667 shares directly, while additional blocks of 8,750 and 9,333 shares were sold by his spouse acting as trustee at similar price levels.

Were Richard Hayne’s URBN stock sales made under a Rule 10b5-1 trading plan?

Yes. The filing states the reported transaction was effected under a Rule 10b5-1 trading plan adopted on July 10, 2025. Such pre-arranged plans allow insiders to schedule trades in advance, helping separate personal trading from day-to-day corporate information flow.

At what prices were the recent URBN insider share sales executed?

The January 29, 2026 sales used a weighted average price of $70.029 per share, with actual prices ranging from $70.00 to $70.15. The January 30, 2026 sales used a $70.338 weighted average, with actual prices between $70.00 and $70.64, according to the disclosure.

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

After the reported sales, Richard Hayne reported direct ownership of 17,596,545 Urban Outfitters common shares following the January 29 trades and 17,585,878 shares following the January 30 trades. These figures reflect only his direct holdings, not the various indirect positions reported.

What indirect URBN shareholdings associated with Richard Hayne are disclosed?

The filing lists indirect Urban Outfitters holdings via his spouse as trustee, a profit sharing (401(k)) fund, two family trusts, the Hayne Foundation, his spouse directly, and his spouse’s profit sharing fund. Hayne disclaims beneficial ownership of several of these positions except for any pecuniary interest.

How are URBN shares held by Richard Hayne’s spouse and trusts characterized in the filing?

Shares held by his spouse, as trustee or directly, and by family trusts are reported as indirect holdings. The filing explains that members of the Hayne families are beneficiaries, and Richard Hayne disclaims beneficial ownership of those shares except to the extent of any pecuniary interest described.