Trust linked to URBN co-president sells shares

Urban Outfitters Inc. director and Co-President & CCO Margaret Hayne reported multiple open-market sales of URBN common shares on February 6 and 9, 2026.

Rhea-AI Filing Summary

Urban Outfitters Inc. director and Co-President & CCO Margaret Hayne reported multiple open-market sales of URBN common shares on February 6 and 9, 2026. The transactions were executed by a trust and reported as indirect ownership, rather than personal direct holdings.

The sales, coded "S" for sale, were made at weighted average prices including $70.074, $71.833, $72.403, $71.196, and $72.301 per share. They were carried out under a Rule 10b5-1 trading plan adopted on July 10, 2025, which pre-schedules trades.

Following these trades, Hayne continues to report substantial interests in Urban Outfitters stock, including 1,176,273 common shares held directly and 2,597,268 common shares held by trusts, along with additional indirect holdings through her spouse, family plans, and the Hayne Foundation.

Insider Trade Summary

Net Seller: 18,666 shares

Net Sell 12 txns

Insider Hayne Margaret

Role Co-President & CCO

Sold 18,666 shs ($1.34M)

Type	Security	Shares	Price	Value
Sale	Common Shares	8,287	$71.196	$590K
Sale	Common Shares	1,046	$72.301	$76K
Sale	Common Shares	1,344	$70.074	$94K
Sale	Common Shares	2,537	$71.833	$182K
Sale	Common Shares	5,452	$72.403	$395K
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 4,594,551 shares (Indirect, By Trust); Common Shares — 1,176,273 shares (Direct); Common Shares — 11,300 shares (Indirect, By Profit Sharing Fund (401(k)) Plan); Common Shares — 17,521,876 shares (Indirect, By Spouse); Common Shares — 23,480 shares (Indirect, By Spouse through Profit Sharing Fund (401(k)) Plan); Common Shares — 185,573 shares (Indirect, By Spouse as Trustee); Common Shares — 35,140 shares (Indirect, By Hayne Foundation)

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 $70.01 to $70.59. 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 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. F4. The price in Column 4 is a weighted average price. The price actually received ranged from $71.02 to $72.015. 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 $72.08 to $73.06. 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 $70.88 to $71.76. 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. The price in Column 4 is a weighted average price. The price actually received ranged from $72.07 to $72.36. 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.
8. F8. These shares are owned by three trusts, of which members of Margaret Hayne's immediate family are among the beneficiaries.
9. F9. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did URBN Co-President Margaret Hayne report?

Margaret Hayne reported multiple open-market sales of Urban Outfitters (URBN) common shares. The transactions occurred on February 6 and 9, 2026, were coded as sales, and were executed through a trust that holds the shares indirectly on behalf of Hayne and her spouse.

Were Margaret Hayne’s URBN share sales part of a 10b5-1 trading plan?

Yes. The filing states the sales were effected under a Rule 10b5-1 trading plan adopted on July 10, 2025. Such plans pre-schedule trades to help insiders systematically diversify holdings while reducing concerns about trading on material nonpublic information.

At what prices were the Urban Outfitters (URBN) shares sold in this Form 4?

The reported sales used weighted average prices, including $70.074, $71.833, $72.403, $71.196, and $72.301 per share. Footnotes explain that actual prices for each trade fell within specified ranges and that detailed breakdowns are available upon request from the reporting person.

Who actually holds the URBN shares involved in Margaret Hayne’s reported sales?

The Form 4 shows the sold shares as held indirectly "By Trust." Footnotes explain the shares are owned indirectly by Margaret Hayne and her spouse, Richard A. Hayne, and that she disclaims beneficial ownership except to the extent of any pecuniary interest in those trust-held shares.

How many Urban Outfitters shares does Margaret Hayne continue to own after these trades?

After the reported transactions, Hayne reports 1,176,273 URBN common shares held directly and 2,597,268 shares held indirectly by trusts. Additional indirect holdings are reported through her spouse, profit sharing plans, a family trust role, and the Hayne Foundation, reflecting sizable ongoing exposure.

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

The filing lists indirect URBN holdings including shares held by a profit sharing (401(k)) plan, three family trusts, Hayne’s spouse, her spouse’s 401(k) plan, a trust where her spouse is trustee, and the Hayne Foundation. These structures reflect family and charitable ownership interests in the company.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/10/2026 - 04:52 PM EST 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 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)
02/06/2026

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	02/06/2026		S		1,344	D(1)	$70.074(2)	2,014,605	I(3)	By Trust
Common Shares	02/06/2026		S		2,537	D(1)	$71.833(4)	2,012,068	I(3)	By Trust
Common Shares	02/06/2026		S		5,452	D(1)	$72.403(5)	2,006,616	I(3)	By Trust
Common Shares	02/09/2026		S		8,287	D(1)	$71.196(6)	1,998,329	I(3)	By Trust
Common Shares	02/09/2026		S		1,046	D(1)	$72.301(7)	1,997,283	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(8)	By Trust
Common Shares								17,521,876	I(9)	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 $70.01 to $70.59. 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 $71.02 to $72.015. 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 $72.08 to $73.06. 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 $70.88 to $71.76. 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. The price in Column 4 is a weighted average price. The price actually received ranged from $72.07 to $72.36. 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.

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

9. 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	02/10/2026
	** 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.