Urban Outfitters (URBN) CEO Richard Hayne logs Rule 105b-1 share sales

Rhea-AI Filing Summary

Urban Outfitters, Inc. insider activity: CEO, Chairman and 10% owner Richard A. Hayne reported multiple open-market sales of Urban Outfitters common shares on February 2 and 3, 2026. The sales were executed at weighted-average prices between $70.835 and $72.78 per share.

The filing states that the transactions were carried out under a Rule 105b-1 trading plan adopted on July 10, 2025. Some sales involved shares held directly, while others involved shares held indirectly through his spouse acting as trustee. The filing also lists additional indirect holdings through a profit sharing fund, trusts, the Hayne Foundation, and his spouse, with Hayne disclaiming beneficial ownership of several of these positions except to the extent of 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
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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)
02/02/2026

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	02/02/2026		S		3,004	D(1)	$70.835(2)	17,582,874	D
Common Shares	02/02/2026		S		2,628	D(1)	$70.835(2)	2,050,653	I(3)	By Spouse as Trustee
Common Shares	02/02/2026		S		7,663	D(1)	$71.564(4)	17,575,211	D
Common Shares	02/02/2026		S		6,705	D(1)	$71.564(4)	2,043,948	I(3)	By Spouse as Trustee
Common Shares	02/03/2026		S		4,990	D(1)	$71.929(5)	17,570,221	D
Common Shares	02/03/2026		S		4,366	D(1)	$71.929(5)	2,039,582	I(3)	By Spouse as Trustee
Common Shares	02/03/2026		S		5,677	D(1)	$72.78(6)	17,564,544	D
Common Shares	02/03/2026		S		4,967	D(1)	$72.78(6)	2,034,615	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 $70.25 to $71.20. 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 $71.255 to $72.185. 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 $71.54 to $72.53. 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 $72.55 to $73.16. 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	02/04/2026
	** 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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FAQ

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

Richard A. Hayne reported multiple open-market sales of Urban Outfitters common shares on February 2 and 3, 2026. The trades involved both his direct holdings and shares held indirectly through his spouse acting as trustee and other related entities.

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

Yes. The filing states the reported transactions were effected pursuant to a Rule 105b-1 trading plan adopted by Richard A. Hayne on July 10, 2025. Such plans are pre-arranged instructions for trading, designed to structure insider sales over time.

At what prices were the URBN shares sold in Richard Hayne’s Form 4?

The reported sales used weighted-average prices, including $70.835, $71.564, $71.929 and $72.78 per share. Footnotes explain that actual sale prices occurred within specified ranges around each weighted-average price, and detailed breakdowns are available upon request.

How are Richard Hayne’s indirect URBN share holdings structured?

Indirect holdings include shares held by his spouse as trustee, by his spouse directly, by a profit sharing fund (401(k) plan), by two trusts, and by the Hayne Foundation. The filing notes Hayne disclaims beneficial ownership of several indirect holdings except for any pecuniary interest.

What roles does Richard Hayne hold at Urban Outfitters (URBN)?

According to the filing, Richard A. Hayne is a director, a 10% owner, and serves as CEO and Chairman of the Board of Urban Outfitters, Inc. These positions explain why his transactions are reportable under Section 16 insider reporting rules.

Does Richard Hayne disclaim beneficial ownership of some URBN shares?

Yes. The footnotes state he disclaims beneficial ownership of certain shares held by his spouse, by trusts where family members are beneficiaries, and by the Hayne Foundation, except to the extent of any pecuniary interest he may have in those holdings.