URBN (URBN) CEO Richard Hayne sells stock via trading plan

Rhea-AI Filing Summary

Urban Outfitters, Inc. CEO and chairman Richard A. Hayne filed a Form 4 reporting open‑market stock sales in late January 2026. On January 27, 2026, he sold 2,074 common shares at about $70 per share and, through an account where his spouse is trustee, another 1,814 shares at similar prices. On January 28, he reported additional sales of 3,304 shares directly and 2,890 shares indirectly at a weighted average price of $70.047 per share. The filing states the transactions were executed under a Rule 105b-1 trading plan adopted on July 10, 2025. After these trades, Hayne continues to hold 17,606,548 Urban Outfitters common shares directly, plus further indirect holdings through his spouse, family trusts, a foundation, and 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

OMB APPROVAL

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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)
01/27/2026

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	01/27/2026		S		2,074	D(1)	$70(2)	17,609,852	D
Common Shares	01/27/2026		S		1,814	D(1)	$70(2)	2,074,254	I(3)	By Spouse as Trustee
Common Shares	01/28/2026		S		3,304	D(1)	$70.047(4)	17,606,548	D
Common Shares	01/28/2026		S		2,890	D(1)	$70.047(4)	2,071,364	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 $70.005. 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 $70.28. 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	01/29/2026
	** 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 transactions did URBN CEO Richard Hayne report on this Form 4?

Richard A. Hayne reported several open‑market sales of Urban Outfitters common shares. He sold shares held directly in his name and additional shares held in accounts and trusts where his spouse serves as trustee, all at prices around $70 per share in late January 2026.

On what dates and at what prices were URBN shares sold by entities associated with Richard Hayne?

Sales occurred on January 27 and January 28, 2026. Reported prices were about $70.00 per share on January 27 and a weighted average price of $70.047 per share on January 28, with actual prices ranging within narrow bands around those figures.

How many URBN shares does Richard Hayne hold directly after these January 2026 sales?

After the reported January 2026 transactions, Richard A. Hayne holds 17,606,548 Urban Outfitters common shares directly. The Form 4 also lists additional indirect holdings through his spouse, family trusts, a foundation, and retirement and profit‑sharing plans associated with him and his spouse.

Were Richard Hayne’s URBN stock sales made under a trading plan?

Yes. The Form 4 notes the reported transaction was effected under a Rule 105b-1 trading plan adopted by Richard A. Hayne on July 10, 2025. Such plans pre‑schedule trades, allowing executives to sell shares over time according to predefined instructions.

How are Richard Hayne’s indirect URBN holdings structured according to the filing?

Indirect Urban Outfitters holdings are reported through multiple vehicles, including shares held by his spouse as trustee, a profit‑sharing 401(k) plan, family trusts, the Hayne Foundation, and additional shares owned directly by his spouse. Hayne disclaims beneficial ownership of some of these except for any pecuniary interest.

What role does Richard Hayne hold at Urban Outfitters alongside these insider transactions?

Richard A. Hayne is identified as a director, a 10% owner, and an officer serving as CEO and Chairman of the Board of Urban Outfitters, Inc. His senior leadership and significant ownership stake make his trading activity and reported holdings particularly visible to investors.