Trust tied to Urban Outfitters (URBN) co-president sells 4,704 shares

Rhea-AI Filing Summary

Urban Outfitters, Inc. insider activity: A trust associated with Co-President & CCO and director Margaret Hayne sold a total of 4,704 Urban Outfitters common shares in open-market transactions. The sales occurred on 01/27/2026 (1,814 shares at a weighted average price of $70.00) and 01/28/2026 (2,890 shares at a weighted average price of $70.047).

The filing states the transactions were effected under a Rule 105b-1 trading plan adopted on 7/10/2025. After these sales, the trust reported holding 2,071,364 common shares. The report also lists additional common share holdings held directly by Margaret Hayne, by various trusts, by her spouse, by a profit sharing fund (401(k) plan), and by the Hayne Foundation, with Hayne 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

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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)
01/27/2026

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		1,814	D(1)	$70(2)	2,074,254	I(3)	By Trust
Common Shares	01/28/2026		S		2,890	D(1)	$70.047(4)	2,071,364	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								17,606,548	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 $70.00 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 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 $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 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	01/29/2026
	** 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 transaction did URBN Co-President Margaret Hayne report?

A trust associated with URBN Co-President & CCO Margaret Hayne reported open-market sales of 4,704 common shares. These occurred on 01/27/2026 and 01/28/2026 at weighted average prices near $70 per share, as disclosed in the Form 4 filing.

On what dates and at what prices were URBN shares sold in this Form 4?

The Form 4 shows sales of 1,814 URBN common shares on 01/27/2026 at a weighted average price of $70.00, and 2,890 shares on 01/28/2026 at a weighted average price of $70.047, executed through a trust associated with the insider.

Was the URBN insider transaction made under a trading plan?

Yes. The filing states the reported transaction was effected under a Rule 105b-1 trading plan adopted on 7/10/2025. Such plans prearrange trades in advance, providing a structured approach to selling shares over time for the insider.

How many URBN shares did the trust hold after the reported sales?

After the reported Form 4 sales, the trust associated with the insider held 2,071,364 Urban Outfitters common shares. This figure reflects the position following the 1,814-share sale on 01/27/2026 and the 2,890-share sale on 01/28/2026 disclosed in the filing.

What other URBN share holdings are reported for Margaret Hayne and related entities?

The Form 4 lists additional URBN common share positions held directly and indirectly, including 1,176,273 shares held directly, 11,300 shares via a profit sharing fund (401(k)) plan, 2,597,268 shares by trusts, and large holdings by her spouse and related entities.

Does Margaret Hayne claim full beneficial ownership of all reported URBN shares?

No. The footnotes explain that certain shares are owned by trusts or by her spouse, and Margaret Hayne disclaims beneficial ownership of those indirectly held shares except to the extent of any pecuniary interest, clarifying the nature of her economic stake.