Urban Outfitters (URBN) insider trust sells 18,666 shares in plan

Rhea-AI Filing Summary

Urban Outfitters director and Co-President Margaret Hayne reported automatic insider sales by a trust associated with her and her spouse. On January 13–14, 2026, that trust sold a total of 18,666 Urban Outfitters common shares in multiple open-market transactions at weighted average prices including $70.85, $72.357, $73.155, $71.098, $72.655 and $73.601 per share. The transactions were carried out under a Rule 10b5-1 trading plan adopted on July 10, 2025, which is designed to pre-arrange trades. After these sales, one trust reflected in the filing continued to hold about 2.1 million Urban Outfitters shares, and additional indirect holdings are reported through other trusts, a profit-sharing plan, and shares owned directly by her spouse, for which Hayne disclaims beneficial ownership except for 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

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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)
01/13/2026

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	01/13/2026		S		3,173	D(1)	$70.85(2)	2,138,226	I(3)	By Trust
Common Shares	01/13/2026		S		2,347	D(1)	$72.357(4)	2,135,879	I(3)	By Trust
Common Shares	01/13/2026		S		3,813	D(1)	$73.155(5)	2,132,066	I(3)	By Trust
Common Shares	01/14/2026		S		7,933	D(1)	$71.098(6)	2,124,133	I(3)	By Trust
Common Shares	01/14/2026		S		896	D(1)	$72.655(7)	2,123,237	I(3)	By Trust
Common Shares	01/14/2026		S		504	D(1)	$73.601(8)	2,122,733	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(9)	By Trust
Common Shares								17,665,261	I(10)	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 $70.54 to $71.41. 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 $71.585 to $72.56. 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 $72.61 to $73.57. 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 $70.865 to $71.60. 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 $72.13 to $73.125. 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. The price in Column 4 is a weighted average price. The price actually received ranged from $73.14 to $74.31. 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.

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

10. 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	01/15/2026
	** 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 insider activity did Urban Outfitters (URBN) report in this Form 4?

The filing shows that a trust associated with director and Co-President & CCO Margaret Hayne and her spouse sold 18,666 Urban Outfitters common shares in open-market transactions on January 13–14, 2026, and reports various direct and indirect shareholdings following those trades.

Who is the reporting person in this Urban Outfitters (URBN) Form 4?

The reporting person is Margaret Hayne, a director and officer of Urban Outfitters serving as Co-President & CCO. The Form 4 details her direct holdings and multiple indirect holdings through trusts, a profit-sharing plan, and her spouse.

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

The trust associated with Margaret Hayne and her spouse sold a total of 18,666 Urban Outfitters common shares in several trades. The reported weighted average prices per share include $70.85, $72.357, $73.155, $71.098, $72.655 and $73.601, with footnotes explaining that each is an average price within a disclosed range.

Was the Urban Outfitters (URBN) insider sale made under a Rule 10b5-1 trading plan?

Yes. A footnote explains that the reported transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 10, 2025. Such plans are pre-arranged trading programs intended to meet the affirmative defense conditions of Rule 10b5-1(c).

How many Urban Outfitters (URBN) shares does the trust hold after the reported transactions?

After the final reported sale on January 14, 2026, one trust associated with Margaret Hayne and her spouse held 2,122,733 Urban Outfitters common shares indirectly, as shown in Table I of the filing.

Did Margaret Hayne disclaim beneficial ownership of some Urban Outfitters (URBN) shares?

Yes. Footnotes state that certain shares are owned indirectly by Margaret Hayne and directly or indirectly by her spouse or by family trusts, and that she disclaims beneficial ownership of those shares except to the extent of any pecuniary interest.