Urban Outfitters CEO gifts 15,500 company shares

URBAN OUTFITTERS INC CEO and chairman Richard A. Hayne reported a Form 4 showing a bona fide gift of 15,500 Common Shares of the company.

Rhea-AI Filing Summary

URBAN OUTFITTERS INC CEO and chairman Richard A. Hayne reported a Form 4 showing a bona fide gift of 15,500 Common Shares of the company. The shares were transferred at a reported price of $0.00 per share, reflecting a non-market, no‑consideration disposition.

Following the gift, Hayne still directly holds 17,433,885 Common Shares, and additional blocks of shares are held indirectly through his spouse, family trusts, a foundation, and profit sharing plans. Footnotes state that he disclaims beneficial ownership of certain indirect holdings except for any pecuniary interest.

Insider Trade Summary

15,500 shares gifted

Gift 7 txns

Insider HAYNE RICHARD A

Role CEO & Chairman of the Board

Type	Security	Shares	Price	Value
Gift	Common Shares	15,500	$0.00	$0.00
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 17,433,885 shares (Direct); 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 — 1,208,409 shares (Indirect, By Spouse); Common Shares — 11,300 shares (Indirect, By Spouse through Profit Sharing Fund (401(k) Plan)); Common Shares — 4,531,127 shares (Indirect, By Spouse as Trustee)

Footnotes (4)

1. F1. 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.
2. F2. 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.
3. F3. 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.
4. F4. These shares are owned by four trusts, of which members of Margaret Hayne's immediate family are among the beneficiaries.

Key Figures

Gifted shares: 15,500 shares Gift price: $0.00 per share Direct holdings after transaction: 17,433,885 shares +5 more

8 metrics

Gifted shares 15,500 shares Bona fide gift of common shares

Gift price $0.00 per share Reported transfer price for gifted shares

Direct holdings after transaction 17,433,885 shares Common shares held directly following gift

Spouse as trustee holdings 4,531,127 shares Indirectly owned via spouse as trustee

Spouse direct holdings 1,208,409 shares Indirectly owned, shares held by spouse

Trust holdings 185,573 shares Indirectly owned via trust

Spouse 401(k) holdings 11,300 shares Indirectly owned via spouse’s profit sharing fund

Hayne Foundation holdings 35,140 shares Indirectly owned via Hayne Foundation

Key Terms

bona fide gift, indirectly by his spouse, profit sharing fund (401(k) Plan), pecuniary interest, +1 more

5 terms

bona fide gift financial

"transaction_code_description": "Bona fide gift""

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

indirectly by his spouse financial

"These shares are owned indirectly by Richard A. Hayne and indirectly by his spouse"

profit sharing fund (401(k) Plan) financial

"By Spouse through Profit Sharing Fund (401(k) Plan)"

pecuniary interest financial

"disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein"

disclaims beneficial ownership financial

"disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest"

FAQ

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

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

Richard Hayne reported a bona fide gift of 15,500 URBAN OUTFITTERS INC common shares. The transfer was recorded at $0.00 per share, meaning no sale proceeds were received and the transaction does not represent an open-market trade in URBN stock.

How many URBN shares does Richard Hayne hold after the reported gift?

After the 15,500‑share gift, Richard Hayne directly holds 17,433,885 URBAN OUTFITTERS INC common shares. Additional shares are held indirectly through his spouse, family trusts, a foundation, and profit sharing plans, with certain beneficial ownership disclaimed except for pecuniary interests.

Was the URBN Form 4 transaction a sale or a gift of shares?

The Form 4 discloses a bona fide gift of URBAN OUTFITTERS INC common shares, not a sale. The 15,500 shares were transferred at a reported price of $0.00 per share, indicating no cash consideration and no open‑market selling activity by the reporting person.

What indirect URBN shareholdings related to Richard Hayne are disclosed?

The filing lists indirect URBAN OUTFITTERS INC holdings via his spouse as trustee, his spouse’s profit sharing fund, family trusts, the Hayne Foundation, and a profit sharing fund. Footnotes state Hayne disclaims beneficial ownership of certain indirect positions except to the extent of any pecuniary interest.

Does the URBN Form 4 show any stock option exercises or derivative activity?

The Form 4 data shows no derivative transactions or option exercises for URBAN OUTFITTERS INC in this filing. All reported entries relate to common share holdings and a single bona fide gift of 15,500 shares, with derivative positions reported as an empty summary.

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

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Accepted by SEC EDGAR 04/27/2026 - 04:25 PM EDT 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).

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 PENNSYLVANIA 19112

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/24/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/24/2026		G		15,500	D	$0	17,433,885	D
Common Shares								23,480	I(1)	By Profit Sharing Fund (401(k) Plan)
Common Shares								185,573	I(2)	By Trust
Common Shares								35,140	I(1)	By Hayne Foundation
Common Shares								1,208,409	I(3)	By Spouse
Common Shares								11,300	I(1)	By Spouse through Profit Sharing Fund (401(k) Plan)
Common Shares								4,531,127	I(1)(4)	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. 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.

2. 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.

3. 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.

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

	/s/ Richard A. Hayne	04/27/2026
	** 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.
* Form 4: SEC 1474 (03-26)