Urban Outfitters (URBN) CEO logs 24,682-share Rule 10b5-1 sale

Rhea-AI Filing Summary

URBAN OUTFITTERS INC CEO and chairman Richard A. Hayne reported open-market sales of 24,682 common shares of URBN over February 19–20, 2026, at weighted average prices around $70–71 per share. The sales were executed under a pre-arranged Rule 10b5-1 trading plan adopted on July 10, 2025.

After these transactions, Hayne reports owning 17,449,385 common shares directly, and additional indirect holdings through his spouse, family trusts, a profit sharing plan, and a family foundation, with several of these indirect positions noted as subject to beneficial ownership disclaimers.

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

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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 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)
02/19/2026

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	02/19/2026		S		2,497	D(1)	$70.101(2)	17,460,052	D
Common Shares	02/19/2026		S		2,185	D(1)	$70.101(2)	1,943,192	I(3)	By Spouse as Trustee
Common Shares	02/20/2026		S		9,120	D(1)	$70.398(4)	17,450,932	D
Common Shares	02/20/2026		S		7,980	D(1)	$70.398(4)	1,935,212	I(3)	By Spouse as Trustee
Common Shares	02/20/2026		S		1,547	D(1)	$71.072(5)	17,449,385	D
Common Shares	02/20/2026		S		1,353	D(1)	$71.072(5)	1,933,859	I(3)	By Spouse as Trustee
Common Shares								23,480	I(3)	By Profit Sharing Fund (401(k) Plan)
Common Shares								185,573	I(6)	By Trust
Common Shares								35,140	I(3)	By Hayne Foundation
Common Shares								1,176,273	I(7)	By Spouse
Common Shares								11,300	I(3)	By Spouse through Profit Sharing Fund (401(k) Plan)
Common Shares								2,597,268	I(3)(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 $70.005 to $70.24. 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 $70.00 to $70.96. 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 $71.03 to $71.10. 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 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.

7. 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.

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	02/23/2026
	** Signature of Reporting Person	Date
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FAQ

How many URBN shares did Richard Hayne sell in this Form 4 filing?

Richard Hayne reported selling a total of 24,682 URBN common shares over two days. The sales were executed in multiple open-market transactions on February 19 and 20, 2026, at weighted average prices of about $70–71 per share.

At what prices were the URBN shares sold by Richard Hayne?

The reported URBN share sales occurred at weighted average prices of $70.101, $70.398, and $71.072 per share. Footnotes state actual prices ranged roughly from $70.00 to $71.10, with full price-by-lot details available on request to specified parties.

Was the URBN CEO’s share sale made under a Rule 10b5-1 trading plan?

Yes. The filing states the reported transactions were effected under a Rule 10b5-1 trading plan. That plan was adopted by Richard Hayne on July 10, 2025, allowing pre-scheduled share sales independent of day-to-day trading decisions.

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

Following the reported transactions, Richard Hayne holds 17,449,385 URBN common shares in direct ownership. The filing also lists several indirect holdings through his spouse and related entities, some of which include express disclaimers of beneficial ownership beyond any pecuniary interest.

What indirect URBN share holdings related to Richard Hayne are reported?

Indirect holdings include shares held by his spouse as trustee, by a profit sharing 401(k) plan, by trusts where family members are beneficiaries, by the Hayne Foundation, and by his spouse directly. The filing notes that Hayne disclaims beneficial ownership of several of these positions except for pecuniary interest.

What role does Richard Hayne have at Urban Outfitters (URBN)?

Richard A. Hayne is reported as CEO and Chairman of the Board of URBAN OUTFITTERS INC and also as a ten percent owner. His Form 4 filing reflects both his direct share ownership and multiple indirect holdings through family members and affiliated entities.