Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)

1. Name and Address of Reporting Person * HAYNE RICHARD A 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 (Last) (First) (Middle) 5000 SOUTH BROAD STREET 3. Date of Earliest Transaction (Month/Day/Year) 12/15/2025 (Street) PHILADELPHIA, PA 19112 4. If Amendment, Date 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 (City) (State) (Zip) 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 12/15/2025 S 2,080 D(1) $82.455(2) 17,887,188 D Common Shares 12/15/2025 S 1,820 D(1) $82.455(2) 2,316,906 I(3) By Spouse as Trustee Common Shares 12/15/2025 S 8,373 D(1) $83.342(4) 17,878,815 D Common Shares 12/15/2025 S 7,327 D(1) $83.342(4) 2,309,579 I(3) By Spouse as Trustee Common Shares 12/15/2025 S 214 D(1) $83.893(5) 17,878,601 D Common Shares 12/15/2025 S 186 D(1) $83.893(5) 2,309,393 I(3) By Spouse as Trustee Common Shares 12/16/2025 S 9,540 D(1) $81.503(6) 17,869,061 D Common Shares 12/16/2025 S 8,348 D(1) $81.503(6) 2,301,045 I(3) By Spouse as Trustee Common Shares 12/16/2025 S 1,127 D(1) $82.523(7) 17,867,934 D Common Shares 12/16/2025 S 985 D(1) $82.523(7) 2,300,060 I(3) By Spouse as Trustee Common Shares 23,481 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities (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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HAYNE RICHARD A 5000 SOUTH BROAD STREET PHILADELPHIA, PA 19112	X	X	CEO & Chairman of the Board

Signatures

/s/ Richard A. Hayne		12/17/2025
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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 $81.81 to $82.80. 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 $82.87 to $83.86. 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 $83.88 to $83.91. 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 $81.04 to $82.035. 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 $82.124 to $82.97. 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.

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