Urban Outfitters (URBN) executive discloses 18,666 trust share sales

Rhea-AI Filing Summary

Urban Outfitters Inc.’s Co‑President and CCO Margaret Hayne reported insider activity involving common shares of URBN. Trusts associated with her executed open‑market sales totaling 18,666 shares on February 17–18, 2026, at weighted average prices around $70–$71 per share, described as open‑market transactions.

The sales were made under a Rule 105b-1 trading plan adopted on July 10, 2025, and each reported price reflects a weighted average within specified ranges. The filing notes that these shares are owned indirectly by Hayne and her spouse through trusts, and she disclaims beneficial ownership except to the extent of any pecuniary interest. She continues to report substantial holdings, including 1,176,273 shares directly and additional indirect interests through trusts, profit‑sharing plans, her spouse and the Hayne Foundation.

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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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)
02/17/2026

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	02/17/2026		S		9,296	D(1)	$70.198(2)	1,954,747	I(3)	By Trust
Common Shares	02/17/2026		S		37	D(1)	$71.43	1,954,710	I(3)	By Trust
Common Shares	02/18/2026		S		6,487	D(1)	$70.768(4)	1,948,223	I(3)	By Trust
Common Shares	02/18/2026		S		2,846	D(1)	$71.204(5)	1,945,377	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(6)	By Trust
Common Shares								17,462,549	I(7)	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 $70.80. 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 $70.01 to $71.005. 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.

5. The price in Column 4 is a weighted average price. The price actually received ranged from $71.01 to $71.665. 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. These shares are owned by three trusts, of which members of Margaret Hayne's immediate family are among the beneficiaries.

7. 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	02/19/2026
	** 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.
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FAQ

What did Urban Outfitters (URBN) report in this Form 4 for Margaret Hayne?

Urban Outfitters reported insider share activity by Co‑President and CCO Margaret Hayne. Trusts associated with her executed several open‑market sales of common shares, and the filing also updates her direct and indirect ownership positions across trusts, plans, and family-related entities.

How many Urban Outfitters (URBN) shares were sold and at what prices?

Trusts linked to Margaret Hayne sold a total of 18,666 Urban Outfitters common shares. The reported weighted average sale prices were around $70–$71 per share, with detailed ranges provided for each transaction and an offer to supply exact breakdowns upon request.

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

Yes. The reported Urban Outfitters share sales were effected under a Rule 105b-1 trading plan adopted by Margaret Hayne on July 10, 2025. Such plans pre‑set trading instructions, aiming to separate routine portfolio moves from short‑term market information or timing decisions.

How does the Form 4 describe Margaret Hayne’s ownership of the URBN shares sold?

The filing states the sold shares are owned indirectly by Margaret Hayne and indirectly by her spouse, Richard A. Hayne, through trusts. It further notes that she disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest she may have in them.

What URBN shareholdings does Margaret Hayne report after these transactions?

After the reported activity, Margaret Hayne reports 1,176,273 Urban Outfitters shares held directly. She also reports various indirect holdings, including shares held by trusts, by her spouse, in profit‑sharing 401(k) plans, and by the Hayne Foundation, reflecting broad family‑related ownership.

What role does Margaret Hayne hold at Urban Outfitters (URBN)?

Margaret Hayne serves as Co‑President and Chief Creative Officer at Urban Outfitters. As a director and officer, she is required to report changes in her beneficial ownership of company securities on Form 4, including trades by related entities like trusts and family accounts.

How are the URBN sale prices presented in Margaret Hayne’s Form 4?

Each reported sale price in the Form 4 is a weighted average across multiple trades. The filing explains that actual prices ranged within specified bands and that full details of shares sold at each individual price are available upon request to regulators, the issuer, or its security holders.