Urban Outfitters CEO Hayne reports share sales

Urban Outfitters Inc. CEO, Chairman and 10% owner Richard A. Hayne reported programmed open‑market sales of company common shares.

Rhea-AI Filing Summary

Urban Outfitters Inc. CEO, Chairman and 10% owner Richard A. Hayne reported programmed open‑market sales of company common shares. On February 10–11, 2026, Hayne and entities associated with him, including a trust where his spouse serves as trustee, sold several small share blocks at weighted average prices around $70–$71 per share under a previously adopted trading plan.

Following these transactions, Hayne directly held 17,500,542 Urban Outfitters common shares, with additional indirect holdings via his spouse, family trusts, a foundation, and profit sharing retirement plans, for which he generally disclaims beneficial ownership beyond any pecuniary interest.

Insider Trade Summary

Net Seller: 40,000 shares

Net Sell 14 txns

Insider HAYNE RICHARD A

Role CEO & Chairman of the Board

Sold 40,000 shs ($2.84M)

Type	Security	Shares	Price	Value
Sale	Common Shares	8,031	$70.773	$568K
Sale	Common Shares	7,028	$70.773	$497K
Sale	Common Shares	2,636	$71.395	$188K
Sale	Common Shares	2,305	$71.395	$165K
Sale	Common Shares	4,024	$70.495	$284K
Sale	Common Shares	3,521	$70.495	$248K
Sale	Common Shares	6,643	$71.511	$475K
Sale	Common Shares	5,812	$71.511	$416K
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 17,500,542 shares (Direct); Common Shares — 4,575,885 shares (Indirect, By Spouse as Trustee); Common Shares — 23,480 shares (Indirect, By Profit Sharing Fund (401(k) Plan)); Common Shares — 185,573 shares (Indirect, By Trust); Common Shares — 35,140 shares (Indirect, By Hayne Foundation); Common Shares — 1,176,273 shares (Indirect, By Spouse); Common Shares — 11,300 shares (Indirect, By Spouse through Profit Sharing Fund (401(k) Plan))

Footnotes (9)

1. F1. The reported transaction was effected pursuant to a Rule 105b-1 trading plan adopted by the reporting person on 7/10/2025.
2. F2. The price in Column 4 is a weighted average price. The price actually received ranged from $70.10 to $71.065. 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. F3. 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. F4. The price in Column 4 is a weighted average price. The price actually received ranged from $71.22 to $71.87. 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. F5. The price in Column 4 is a weighted average price. The price actually received ranged from $70.10 to $71.09. 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. F6. The price in Column 4 is a weighted average price. The price actually received ranged from $71.10 to $71.94. 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. F7. 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.
8. F8. 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.
9. F9. These shares are owned by three trusts, of which members of Margaret Hayne's immediate family are among the beneficiaries.

FAQ

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

Richard Hayne reported several open-market sales of Urban Outfitters common shares on February 10 and 11, 2026. The trades involved small share blocks sold around $70–$71 per share by Hayne and entities associated with him under a pre-arranged trading plan.

At what prices were the Urban Outfitters (URBN) shares sold by entities linked to Richard Hayne?

The reported Urban Outfitters share sales used weighted average prices near $70–$71 per share. Specific ranges disclosed include $70.10–$71.065, $71.22–$71.87, $70.10–$71.09, and $71.10–$71.94, reflecting multiple executions aggregated into single line items on the Form 4.

How many Urban Outfitters (URBN) shares does Richard Hayne hold directly after these transactions?

After the reported sales, Richard Hayne directly owned 17,503,178 Urban Outfitters common shares. This figure reflects his remaining direct holdings following the February 10–11, 2026 open-market transactions disclosed in the Form 4 insider trading report.

What indirect Urban Outfitters (URBN) holdings related to Richard Hayne are disclosed?

The filing lists several indirect Urban Outfitters holdings tied to Richard Hayne, including shares held by his spouse as trustee, by his spouse directly, by family trusts, by the Hayne Foundation, and through profit sharing 401(k) plans. Hayne generally disclaims beneficial ownership beyond any pecuniary interest.

Were Richard Hayne’s Urban Outfitters share sales made under a trading plan?

Yes. The Form 4 states the reported Urban Outfitters share transactions were executed under a trading plan adopted by Richard Hayne on July 10, 2025. Such plans are designed to schedule trades in advance, providing structure for ongoing share sale activity.

What is Richard Hayne’s role and ownership status at Urban Outfitters (URBN)?

Richard Hayne is disclosed as a director, CEO, Chairman of the Board, and a 10% owner of Urban Outfitters. The Form 4 combines his direct and various indirect positions, while clarifying that he disclaims full beneficial ownership for many family and trust-held shares.

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Accepted by SEC EDGAR 02/12/2026 - 04:30 PM Learn about SEC filing dates

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)
02/10/2026

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	02/10/2026		S		4,024	D(1)	$70.495(2)	17,517,852	D
Common Shares	02/10/2026		S		3,521	D(1)	$70.495(2)	1,993,762	I(3)	By Spouse as Trustee
Common Shares	02/10/2026		S		6,643	D(1)	$71.511(4)	17,511,209	D
Common Shares	02/10/2026		S		5,812	D(1)	$71.511(4)	1,987,950	I(3)	By Spouse as Trustee
Common Shares	02/11/2026		S		8,031	D(1)	$70.773(5)	17,503,178	D
Common Shares	02/11/2026		S		7,028	D(1)	$70.773(5)	1,980,922	I(3)	By Spouse as Trustee
Common Shares	02/11/2026		S		2,636	D(1)	$71.395(6)	17,500,542	D
Common Shares	02/11/2026		S		2,305	D(1)	$71.395(6)	1,978,617	I(3)	By Spouse as Trustee
Common Shares								23,480	I(3)	By Profit Sharing Fund (401(k) Plan)
Common Shares								185,573	I(7)	By Trust
Common Shares								35,140	I(3)	By Hayne Foundation
Common Shares								1,176,273	I(8)	By Spouse
Common Shares								11,300	I(3)	By Spouse through Profit Sharing Fund (401(k) Plan)
Common Shares								2,597,268	I(3)(9)	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 $70.10 to $71.065. 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 $71.22 to $71.87. 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 $70.10 to $71.09. 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 $71.10 to $71.94. 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. 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.

8. 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.

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

	/s/ Richard A. Hayne	02/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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