URBN insider sales disclosed; weighted avg prices near $70

Rhea-AI Filing Summary

Urban Outfitters (URBN): CEO, Chairman, Director, and 10% owner Richard A. Hayne reported open‑market sales executed under a “Rule 105b-1 trading plan” adopted on 7/10/2025.

On 10/10/2025, he sold 10,667 common shares at a weighted average price of $70.46 (prices ranged from $70.01 to $70.83). On 10/13/2025, he sold 10,667 common shares at a weighted average price of $70.11 (prices ranged from $70.00 to $70.50). In related transactions, 9,333 shares were sold on each of those dates by his spouse as trustee, as disclosed.

Following these transactions, Hayne beneficially owned 18,017,272 common shares directly. Indirect holdings by spouse as trustee were 2,430,722 common shares, with additional indirect positions noted in the filing and subject to stated disclaimers of beneficial ownership.

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).

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)
10/10/2025

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	10/10/2025		S		10,667	D(1)	$70.46(2)	18,027,939	D
Common Shares	10/10/2025		S		9,333	D(1)	$70.46(2)	2,440,055	I(4)	By Spouse as Trustee
Common Shares	10/13/2025		S		10,667	D(1)	$70.11(3)	18,017,272	D
Common Shares	10/13/2025		S		9,333	D(1)	$70.11(3)	2,430,722	I(4)	By Spouse as Trustee
Common Shares								23,481	I(5)	By Profit Sharing Fund (401(k) Plan)
Common Shares								35,140	I(5)	By Hayne Foundation
Common Shares								1,176,273	I(6)	By Spouse
Common Shares								11,300	I(7)	By Spouse through Profit Sharing Fund (401(k) Plan)
Common Shares								2,597,268	I(7)(8)	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 $70.01 to $70.83. 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.

3. The price in Column 4 is a weighted average price. The price actually received ranged from $70.00 to $70.50. 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.

4. 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.

5. These shares are owned indirectly by Richard A. Hayne and indirectly by his spouse, Margaret Hayne. Margaret Hayne disclaims beneficial ownership of these shares, except to the extent of any 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 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.

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

	/s/ Richard A. Hayne	10/14/2025
	** 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.
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FAQ

What insider transactions did URBN’s Richard A. Hayne report?

He reported open‑market sales of 10,667 URBN common shares on 10/10/2025 and 10/13/2025, executed under a disclosed trading plan.

At what prices were the URBN shares sold?

Weighted average prices were $70.46 on 10/10/2025 (range $70.01–$70.83) and $70.11 on 10/13/2025 (range $70.00–$70.50).

Were there related sales by entities connected to the insider?

Yes. On each date, 9,333 shares were sold by his spouse as trustee, as disclosed in the filing.

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

He beneficially owned 18,017,272 common shares directly following the reported transactions.

What indirect URBN holdings are reported after the transactions?

Indirect holdings by spouse as trustee were 2,430,722 common shares; additional indirect positions are listed with stated ownership disclaimers.

Was a trading plan used for the URBN insider sales?

Yes, the filing states the sales were effected pursuant to a “Rule 105b-1” trading plan adopted on 7/10/2025.