Urban Outfitters CEO sells shares under trading plan

Urban Outfitters (URBN) CEO and Chairman Richard A. Hayne, a director and more than 10% owner, reported multiple open‑market sales of common shares on February 6 and 9, 2026 under a Rule 105b-1 trading plan adopted on July 10, 2025.

Rhea-AI Filing Summary

Urban Outfitters (URBN) CEO and Chairman Richard A. Hayne, a director and more than 10% owner, reported multiple open‑market sales of common shares on February 6 and 9, 2026 under a Rule 105b-1 trading plan adopted on July 10, 2025.

The reported transactions include sales from both his direct holdings and shares held indirectly through his spouse acting as trustee, at weighted average prices ranging from about $70.01 to $73.06 per share. After these sales, he continued to hold 17,521,876 common shares directly, plus substantial additional indirect positions through his spouse, family trusts, a foundation, and retirement plans.

Insider Trade Summary

Net Seller: 40,000 shares

Net Sell 16 txns

Insider HAYNE RICHARD A

Role CEO & Chairman of the Board

Sold 40,000 shs ($2.86M)

Type	Security	Shares	Price	Value
Sale	Common Shares	9,470	$71.196	$674K
Sale	Common Shares	8,287	$71.196	$590K
Sale	Common Shares	1,197	$72.301	$87K
Sale	Common Shares	1,046	$72.301	$76K
Sale	Common Shares	1,536	$70.074	$108K
Sale	Common Shares	1,344	$70.074	$94K
Sale	Common Shares	2,900	$71.833	$208K
Sale	Common Shares	2,537	$71.833	$182K
Sale	Common Shares	6,231	$72.403	$451K
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	--	--	--

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

Footnotes (10)

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 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. 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 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.
9. F9. 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.
10. F10. These shares are owned by three trusts, of which members of Margaret Hayne's immediate family are among the beneficiaries.

FAQ

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

Richard A. Hayne reported multiple open-market sales of Urban Outfitters common shares. The trades occurred on February 6 and 9, 2026, and involved both his direct holdings and shares held indirectly through his spouse acting as trustee and related entities.

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

Yes. The filing states the transactions were effected under a Rule 105b-1 trading plan adopted on July 10, 2025. Such plans pre-schedule trades, allowing insiders to sell shares according to predetermined terms, helping separate personal trading from nonpublic information.

At what prices did Richard Hayne’s URBN share sales occur?

The reported sales used weighted average prices, with actual prices ranging from $70.01 to $73.06 per share. Hayne undertook to provide detailed breakdowns of shares sold at each individual price within those ranges upon request by regulators, the issuer, or security holders.

How many URBN shares does Richard Hayne hold directly after these transactions?

After the reported sales, Richard A. Hayne directly held 17,523,073 Urban Outfitters common shares. This figure reflects his direct ownership only; he also has various indirect holdings through his spouse, family trusts, a foundation, and profit sharing retirement plans, as disclosed in the filing.

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

The filing lists indirect holdings through his spouse as trustee, his spouse individually, profit sharing funds, two trusts, and the Hayne Foundation. Hayne disclaims beneficial ownership of several of these positions except for any pecuniary interest, consistent with common family and trust structures.

Does Richard Hayne disclaim beneficial ownership of some URBN shares?

Yes. For shares held by his spouse, certain trusts, and related entities, Hayne disclaims beneficial ownership except to the extent of any pecuniary interest. This language clarifies that economic benefits may exist while voting or investment authority can reside with other family or trust structures.

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Accepted by SEC EDGAR 02/10/2026 - 04:51 PM 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 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)
02/06/2026

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		1,536	D(1)	$70.074(2)	17,541,674	D
Common Shares	02/06/2026		S		1,344	D(1)	$70.074(2)	2,014,605	I(3)	By Spouse as Trustee
Common Shares	02/06/2026		S		2,900	D(1)	$71.833(4)	17,538,774	D
Common Shares	02/06/2026		S		2,537	D(1)	$71.833(4)	2,012,068	I(3)	By Spouse as Trustee
Common Shares	02/06/2026		S		6,231	D(1)	$72.403(5)	17,532,543	D
Common Shares	02/06/2026		S		5,452	D(1)	$72.403(5)	2,006,616	I(3)	By Spouse as Trustee
Common Shares	02/09/2026		S		9,470	D(1)	$71.196(6)	17,523,073	D
Common Shares	02/09/2026		S		8,287	D(1)	$71.196(6)	1,998,329	I(3)	By Spouse as Trustee
Common Shares	02/09/2026		S		1,197	D(1)	$72.301(7)	17,521,876	D
Common Shares	02/09/2026		S		1,046	D(1)	$72.301(7)	1,997,283	I(3)	By Spouse as Trustee
Common Shares								23,480	I(3)	By Profit Sharing Fund (401(k) Plan)
Common Shares								185,573	I(8)	By Trust
Common Shares								35,140	I(3)	By Hayne Foundation
Common Shares								1,176,273	I(9)	By Spouse
Common Shares								11,300	I(3)	By Spouse through Profit Sharing Fund (401(k) Plan)
Common Shares								2,597,268	I(3)(10)	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 $70.01 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 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 $71.02 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 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.

9. 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.

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

	/s/ Richard A. Hayne	02/10/2026
	** Signature of Reporting Person	Date
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