Form 8-K

8-K — URBAN OUTFITTERS INC

Accession: 0001193125-26-369924

Filed: 2026-08-27

Period: 2026-08-26

CIK: 0000912615

SIC: 5651 (RETAIL-FAMILY CLOTHING STORES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — urbn-20260826.htm (Primary)

EX-99.1 (urbn-ex99_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: urbn-20260826.htm · Sequence: 1

8-K

0000912615falseURBAN OUTFITTERS INC00009126152026-08-262026-08-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 26, 2026

URBAN OUTFITTERS, INC.

(Exact Name of Registrant as Specified in its Charter)

Pennsylvania

000-22754

23-2003332

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

5000 South Broad Street, Philadelphia, PA

19112

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (215) 454-5500

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares, par value $.0001 per share

URBN

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule l2b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.

Other Events

On August 26, 2026, Urban Outfitters, Inc. (the “Company”) issued an earnings release, which is attached hereto as Exhibit 99.1 and incorporated herein by reference. The earnings release disclosed material non-public information regarding the Company’s earnings for the three and six months ended July 31, 2026.

Item 9.01.

Financial Statements and Exhibits

Exhibit No.

Description

99.1

Earnings Release dated August 26, 2026 – Operating results for the three and six months ended July 31, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

- 1 -

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

URBAN OUTFITTERS, INC.

Date: August 27, 2026

By:

/s/ Melanie Marein-Efron

Melanie Marein-Efron

Chief Financial Officer

- 2 -

EX-99.1

Filename: urbn-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

URBAN OUTFITTERS, INC.

Second Quarter Results

Philadelphia, PA – August 26, 2026

For Immediate Release

Contact:

Oona McCullough

Executive Director of Investor Relations

(215) 454-4806

URBN Reports Record Q2 Sales and Profits

PHILADELPHIA, PA, August 26, 2026 – Urban Outfitters, Inc. (NASDAQ:URBN), a leading lifestyle products and services company which operates a portfolio of global consumer brands including the Anthropologie, Free People, FP Movement, Urban Outfitters and Nuuly brands, today announced net income of $240.7 million and earnings per diluted share of $2.78 for the three months ended July 31, 2026. For the six months ended July 31, 2026, net income was $356.4 million and earnings per diluted share were $4.06.

For the three months ended July 31, 2026, adjusted net income was $149.3 million and adjusted earnings per diluted share were $1.72. For the six months ended July 31, 2026, adjusted net income was $265.0 million and adjusted earnings per diluted share were $3.02. Adjusted net income and adjusted earnings per diluted share for the three and six months ended July 31, 2026, excludes one-time benefits related to refunds for tariffs previously paid under the International Emergency Economic Powers Act ("IEEPA"), associated interest income and a tax benefit related to the release of a valuation allowance against certain foreign net deferred tax assets. See “Reconciliation of Non-GAAP Financial Measures” included at the end of this release.

Total Company net sales for the three months ended July 31, 2026, increased 10.4% to a record $1.66 billion. Total Retail segment net sales increased 8.0%, with comparable Retail segment net sales increasing 6.2%. The increase in Retail segment comparable net sales was driven by high single-digit positive growth in digital channel sales and mid single-digit positive growth in retail store sales. Comparable Retail segment net sales increased 10.0% at FP Group, 8.4% at Urban Outfitters and 3.0% at Anthropologie. Subscription segment net sales increased 28.6% primarily driven by a 30.4% increase in average active subscribers in the current quarter versus the prior year quarter. Wholesale segment net sales increased 18.6% driven by a 19.2% increase in FP Group wholesale sales due to an increase in sales to specialty customers and department stores.

For the six months ended July 31, 2026, total Company net sales increased 10.9% to a record $3.14 billion. Total Retail segment net sales increased 8.0%, with comparable Retail segment net sales increasing 6.0%. The increase in Retail segment comparable net sales was driven by high single-digit positive growth in digital channel sales and mid single-digit positive growth in retail store sales. Comparable Retail segment net sales increased 9.9% at FP Group, 8.8% at Urban Outfitters and 2.5% at Anthropologie. Subscription segment net sales increased 31.4% primarily driven by a 31.8% increase in average active subscribers in the current period versus the prior year period. Wholesale segment net sales increased 21.7% driven by a 22.6% increase in FP Group wholesale sales primarily due to an increase in sales to specialty customers.

“We are pleased to report our highest adjusted profit quarter in Company history, marking our eighth consecutive quarter of record sales and profits. These results were driven by positive Retail segment ‘comps’ at every brand and continued double-digit growth in our Wholesale and Subscription segments,” said Richard A. Hayne, Chief Executive Officer. “Our customers continue to respond favorably to our fashion assortments. This gives us confidence in URBN's ongoing success,” finished Mr. Hayne.

Net sales by brand and segment for the three and six-month periods were as follows:

Three Months Ended

Six Months Ended

July 31,

2026

2025

2026

2025

Net sales by brand

Anthropologie

634,535

606,954

1,223,608

1,176,885

FP Group

478,053

415,014

889,772

768,126

Urban Outfitters

360,015

333,171

664,742

606,676

Nuuly

178,605

138,932

345,869

263,286

Menus & Venues

10,707

10,684

19,269

19,283

Total Company

1,661,915

1,504,755

3,143,260

2,834,256

Net sales by segment

Retail Segment

1,392,520

1,289,269

2,613,434

2,419,779

Subscription Segment

178,605

138,932

345,869

263,286

Wholesale Segment

90,790

76,554

183,957

151,191

Total Company

1,661,915

1,504,755

3,143,260

2,834,256

For the three months ended July 31, 2026, the gross profit rate increased by 580 basis points compared to the three months ended July 31, 2025, and gross profit dollars increased 27.4% to $721.6 million from $566.2 million. For the three months ended July 31, 2026, the adjusted gross profit rate increased by 4 basis points compared to the three months ended July 31, 2025, and adjusted gross profit dollars increased 10.6% to $625.9 million from $566.2 million. The increase in the adjusted gross profit rate was primarily due to leverage in store occupancy costs due to the increase in comparable Retail segment store net sales and leverage in delivery expense as a result of several company initiatives to offset fuel surcharges, partially offset by an increase in Retail segment markdowns driven by Anthropologie and the negative impacts of tariffs and inbound freight fuel surcharges on initial merchandise costs. The increase in adjusted gross profit dollars was primarily due to higher net sales.

For the six months ended July 31, 2026, the gross profit rate increased by 299 basis points compared to the six months ended July 31, 2025, and gross profit dollars increased 19.8% to $1.26 billion from $1.06 billion. For the six months ended July 31, 2026, the adjusted gross profit rate decreased by 6 basis points compared to the six months ended July 31, 2025, and adjusted gross profit dollars increased 10.7% to $1.17 billion from $1.06 billion. The decrease in the adjusted gross profit rate was primarily due to an increase in Retail segment markdowns driven by Anthropologie and the impact of a prior year gain of $4.8 million, or 17 basis points, not repeated in the current year period, partially offset by leverage in store occupancy costs due to the increase in comparable Retail segment store net sales. The increase in adjusted gross profit dollars was primarily due to higher net sales.

As of July 31, 2026, total inventory increased by $82.3 million, or 11.8%, compared to total inventory as of July 31, 2025. Total Retail segment inventory increased 12.0% and Retail segment comparable inventory increased 8.4%. Wholesale segment inventory increased 10.0%. The increase in Retail segment inventory was due to the increase in net sales and timing of inventory receipts. The increase in Wholesale segment inventory was due to the increase in net sales.

For the three months ended July 31, 2026, selling, general and administrative expenses increased by $41.0 million, or 10.5%, compared to the three months ended July 31, 2025. Selling, general and administrative expenses were flat as a percentage of net sales compared to the three months ended July 31, 2025. The leverage in store payroll expenses due to the growth in Retail segment store net sales was offset by the deleverage in marketing expenses to support customer growth and increased net sales in the Retail and Subscription segments, along with increased artificial intelligence technology investments benefiting the Company's current and future operations. The dollar growth in selling, general and administrative expenses was primarily due to increased marketing expenses to support customer growth and increased net sales in the Retail and Subscription segments, as well as increased store payroll expenses to support the growth in Retail segment store net sales.

For the six months ended July 31, 2026, selling, general and administrative expenses increased by $83.1 million, or 11.0%, compared to the six months ended July 31, 2025. Selling, general and administrative expenses deleveraged 4 basis points as a percentage of net sales compared to the six months ended July 31, 2025. The deleverage in selling, general and administrative expenses was primarily related to deleverage in marketing expenses to support customer growth and increased net sales in the Retail and Subscription segments, along with increased artificial intelligence technology investments benefiting the Company's current and future operations. This was partially offset by a discrete benefit of $6.9 million, or 22 basis points,

in the current year period resulting from the reversal of a litigation accrual, as well as leverage in store payroll expenses due to the growth in Retail segment store net sales. The dollar growth in selling, general and administrative expenses was primarily related to increased marketing expenses to support customer growth and increased net sales in the Retail and Subscription segments, increased store payroll expenses to support the growth in Retail segment store net sales and increased artificial intelligence technology investments benefiting the Company's current and future operations.

The Company’s effective tax rate for the three months ended July 31, 2026, was 19.4%, compared to 21.5% in the three months ended July 31, 2025. The Company's adjusted effective tax rate for the three months ended July 31, 2026, was 24.8%. The Company's effective tax rate for the six months ended July 31, 2026, was 19.8%, compared to 21.5% in the six months ended July 31, 2025. The Company's adjusted effective tax rate for the six months ended July 31, 2026, was 23.0%. The change in the adjusted effective tax rate for the three and six months ended July 31, 2026, was primarily attributable to the ratio of foreign taxable earnings to global taxable earnings.

Net income for the three months ended July 31, 2026, was $240.7 million and earnings per diluted share were $2.78. Adjusted net income for the three months ended July 31, 2026, was $149.3 million and adjusted earnings per diluted share were $1.72. Net income for the six months ended July 31, 2026, was $356.4 million and earnings per diluted share were $4.06. Adjusted net income for the six months ended July 31, 2026, was $265.0 million and adjusted earnings per diluted share were $3.02.

On June 4, 2019, the Company’s Board of Directors authorized the repurchase of 20 million common shares under a share repurchase program. During the six months ended July 31, 2026, the Company repurchased and subsequently retired 4.6 million shares for approximately $300 million. During the year ended January 31, 2026, the Company repurchased and subsequently retired 3.3 million shares for approximately $154 million. As of July 31, 2026, 10.0 million common shares were remaining under the program.

Store data for the six months ended July 31, 2026, was as follows:

January 31,

July 31,

2026

Openings

Closings

2026

Anthropologie NA

234

236

Anthropologie EU

—

Total Anthropologie

254

257

Free People NA

167

—

173

FP Movement NA

Free People EU

—

Total FP Group

268

284

Urban Outfitters NA

177

176

Urban Outfitters EU

Total Urban Outfitters

253

252

Menus & Venues

—

Total Company-Owned Stores

784

801

Franchisee-Owned Stores(1)

—

Total URBN

793

810

(1)

Includes 7 Urban Outfitters and 2 Anthropologie franchisee-owned stores.

Urban Outfitters, Inc. offers lifestyle-oriented general merchandise and consumer products and services through a portfolio of global consumer brands. The Company operates omni-channel retail operations including stores, websites and catalogs for the Anthropologie, Free People, FP Movement and Urban Outfitters brands across the United States, Canada and Europe; Menus & Venues restaurants; and Urban Outfitters and Anthropologie franchisee-owned stores in the Middle East. Free People, FP Movement and Urban Outfitters wholesale sell products to department and specialty stores worldwide, digital businesses and the Company's Retail segment. Nuuly is primarily a women's apparel subscription rental service offering a wide selection of rental product from the Company's own brands, third-party brands and one-of-a-kind vintage pieces.

A conference call will be held today to discuss second quarter results and will be webcast at 5:00 pm. ET at: https://edge.media-server.com/mmc/p/9wzhhhd4/.

As used in this document, unless otherwise defined, “Anthropologie” refers to the Company’s Anthropologie, Terrain and Maeve brands and “FP Group” refers to the Company’s Free People and FP Movement brands.

This news release is being made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Certain matters contained in this release may contain forward-looking statements. When used in this release, the words “project,” “believe,” “plan,” “will,” “anticipate,” “expect” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any one, or all, of the following factors could cause actual financial results to differ materially from those financial results mentioned in the forward-looking statements: overall economic and market conditions (including current levels of inflation) and worldwide political events and the resultant impact on consumer spending patterns and our pricing power, the difficulty in predicting and responding to shifts in fashion trends, changes in the level of competitive pricing and promotional activity and other industry factors, currency fluctuations, economic conditions and legal or regulatory changes, the effects of war and geopolitical instability, including impacts of the conflicts in the Middle East and impacts of the war between Russia and Ukraine and from related sanctions imposed by the United States, European Union, United Kingdom and others, terrorism and civil unrest, natural disasters, severe or unseasonable weather conditions (including as a result of climate change) or public health crises, labor shortages and increases in labor costs, raw material costs and transportation costs, availability of suitable retail space for expansion, timing of store openings, risks associated with international expansion, seasonal fluctuations in gross sales, response to new concepts, our ability to integrate acquisitions, risks associated with digital sales, our ability to maintain and expand our digital sales channels, any material disruptions or security breaches with respect to our technology systems, our effective utilization of technological advancements, including in artificial intelligence, the departure of one or more key senior executives, import risks (including any shortage of transportation capacities or delays at ports), changes to U.S. and foreign trade policies (including the enactment of tariffs such as retaliatory tariffs), border adjustment taxes or increases in duties or quotas, the unexpected closing or disruption of, or any damage to, any of our distribution centers, our ability to protect our intellectual property rights, failure of our manufacturers and third-party vendors to comply with our social compliance program, risks related to environmental, social and governance activities, changes in our effective income tax rate, changes in accounting standards and subjective assumptions, regulatory changes and legal matters and other risks identified in our filings with the Securities and Exchange Commission. The Company disclaims any intent or obligation to update forward-looking statements even if experience or future changes make it clear that actual results may differ materially from any projected results expressed or implied therein.

###

(Tables follow)

URBAN OUTFITTERS, INC.

Condensed Consolidated Statements of Income

(amounts in thousands, except share and per share data)

(unaudited)

Three Months Ended

Six Months Ended

July 31,

2026

2025

2026

2025

Net sales

1,661,915

1,504,755

3,143,260

2,834,256

Cost of sales

940,364

938,594

1,879,143

1,779,031

Gross profit

721,551

566,161

1,264,117

1,055,225

Selling, general and administrative expenses

432,812

391,774

835,697

752,611

Income from operations

288,739

174,387

428,420

302,614

Other income, net

9,801

8,886

15,986

18,532

Income before income taxes

298,540

183,273

444,406

321,146

Income tax expense

57,889

39,408

88,050

68,934

Net income

240,651

143,865

356,356

252,212

Net income per common share:

Basic

2.81

1.60

4.12

2.78

Diluted

2.78

1.58

4.06

2.73

Weighted-average common shares outstanding:

Basic

85,633,607

89,667,451

86,553,213

90,692,646

Diluted

86,667,561

91,167,981

87,719,187

92,304,624

AS A PERCENTAGE OF NET SALES

Net sales

100.0

Cost of sales

56.6

62.4

59.8

62.8

Gross profit

43.4

37.6

40.2

37.2

Selling, general and administrative expenses

26.0

26.6

26.5

Income from operations

17.4

11.6

13.6

10.7

Other income, net

0.6

0.5

0.6

Income before income taxes

18.0

12.2

14.1

11.3

Income tax expense

3.5

2.6

2.8

2.4

Net income

14.5

9.6

11.3

8.9

URBAN OUTFITTERS, INC.

Condensed Consolidated Balance Sheets

(amounts in thousands, except share data)

(unaudited)

July 31,

January 31,

July 31,

2026

2025

ASSETS

Current assets:

Cash and cash equivalents

598,756

369,206

332,171

Marketable securities

117,371

326,724

290,664

Accounts receivable, net of allowance for doubtful accounts

of $1,102, $1,209 and $2,388, respectively

102,958

95,668

86,922

Inventory

778,539

700,945

696,199

Prepaid expenses and other current assets

226,772

193,561

213,356

Total current assets

1,824,396

1,686,104

1,619,312

Property and equipment, net

1,658,270

1,466,236

1,376,811

Operating lease right-of-use assets

1,047,947

1,051,109

1,011,840

Marketable securities

229,407

461,858

366,336

Other assets

362,967

342,306

336,494

Total Assets

5,122,987

5,007,613

4,710,793

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accounts payable

372,642

327,903

335,985

Current portion of operating lease liabilities

223,177

225,478

227,105

Accrued expenses, accrued compensation and other

current liabilities

558,300

564,713

533,058

Total current liabilities

1,154,119

1,118,094

1,096,148

Non-current portion of operating lease liabilities

990,197

1,000,088

953,025

Other non-current liabilities

124,455

74,144

81,228

Total Liabilities

2,268,771

2,192,326

2,130,401

Shareholders’ equity:

Preferred shares; $.0001 par value, 10,000,000 shares

authorized, none issued

—

Common shares; $.0001 par value, 200,000,000 shares authorized,

85,650,390, 89,698,222 and 89,696,293 shares issued and

outstanding, respectively

Additional paid-in-capital

7,022

19,912

7,277

Retained earnings

2,877,697

2,817,448

2,604,741

Accumulated other comprehensive loss

(30,512

)

(22,082

)

(31,635

)

Total Shareholders’ Equity

2,854,216

2,815,287

2,580,392

Total Liabilities and Shareholders’ Equity

5,122,987

5,007,613

4,710,793

URBAN OUTFITTERS, INC.

Condensed Consolidated Statements of Cash Flows

(amounts in thousands)

(unaudited)

Six Months Ended

July 31,

2026

2025

Cash flows from operating activities:

Net income

356,356

252,212

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

73,637

61,400

Non-cash lease expense

106,053

106,546

Provision for deferred income taxes

73,591

11,608

Share-based compensation expense

15,702

14,956

Amortization of tax credit investment

7,452

8,587

Loss on disposition of property and equipment, net

388

262

Changes in assets and liabilities:

Receivables

(7,546

)

(12,025

)

Inventory

(79,103

)

(70,611

)

Prepaid expenses and other assets

(70,389

)

(25,095

)

Payables, accrued expenses and other liabilities

36,095

23,336

Operating lease liabilities

(120,494

)

(120,130

)

Net cash provided by operating activities

391,742

251,046

Cash flows from investing activities:

Cash paid for property and equipment

(268,056

)

(107,549

)

Cash paid for marketable securities

(117,984

)

(220,293

)

Sales and maturities of marketable securities

555,597

295,861

Net cash provided by (used in) investing activities

169,557

(31,981

)

Cash flows from financing activities:

Proceeds from the exercise of stock options

—

928

Share repurchases related to share repurchase program

(299,996

)

(151,935

)

Share repurchases related to taxes for share-based awards

(22,092

)

(21,144

)

Tax credit investment liability payments

(7,803

)

(8,437

)

Net cash used in financing activities

(329,891

)

(180,588

)

Effect of exchange rate changes on cash and cash equivalents

(1,858

)

3,213

Increase in cash and cash equivalents

229,550

41,690

Cash and cash equivalents at beginning of period

369,206

290,481

Cash and cash equivalents at end of period

598,756

332,171

Important Information Regarding Non-GAAP Financial Measures

In addition to evaluating the financial condition and results of our operations in accordance with U.S. generally accepted accounting principles (“GAAP”), from time to time our management evaluates and analyzes results and any impact on the Company of certain events outside of normal, or “core,” business and operations, by considering adjusted financial measures not prepared in accordance with GAAP. Examples of items that we consider non-core include refunds for tariffs previously paid under the International Emergency Economic Powers Act ("IEEPA"), associated interest income and the release of a valuation allowance against certain foreign net deferred tax assets. In order to improve the transparency of our disclosures, provide a meaningful presentation of results from our core business operations and improve period-over-period comparability, we have included certain adjusted financial measures for fiscal 2027 that exclude the impact of these non-core business items.

We believe these adjusted financial measures are important indicators of our recurring results of operations because they exclude items that may not be indicative of, or are unrelated to, our underlying results of operations and provide a useful baseline for analyzing trends in our underlying business. Management uses adjusted financial measures for planning, forecasting and evaluating business and financial performance.

Non-GAAP financial measures should be viewed as supplementing, and not as an alternative or substitute for, the Company’s financial results prepared in accordance with GAAP. Certain of the items that may be excluded or included in non-GAAP financial measures may be significant items that could impact the Company’s financial position, results of operations or cash flows and should therefore be considered in assessing the Company’s actual and future financial condition and performance. These adjusted financial measures are not consistent with GAAP and may not be calculated the same as similarly titled measures used by other companies.

URBAN OUTFITTERS, INC.

Reconciliation of Non-GAAP Financial Measures

(amounts in thousands, except per share data)

(unaudited)

Reconciliation of Total Company Adjusted Gross Profit:

Three Months Ended

July 31,

2026

2025

$'s

% of Net Sales

$'s

% of Net Sales

Gross profit (GAAP)

721,551

43.4

566,161

37.6

Adjustments:

IEEPA tariff refunds (a)

(95,660

)

—

Adjusted gross profit (Non-GAAP)

625,891

37.7

566,161

37.6

Six Months Ended

July 31,

2026

2025

$'s

% of Net Sales

$'s

% of Net Sales

Gross profit (GAAP)

1,264,117

40.2

1,055,225

37.2

Adjustments:

IEEPA tariff refunds (a)

(95,660

)

—

Adjusted gross profit (Non-GAAP)

1,168,457

37.2

1,055,225

37.2

Reconciliation of Total Company Adjusted Income From Operations:

Three Months Ended

July 31,

2026

2025

$'s

% of Net Sales

$'s

% of Net Sales

Income from operations (GAAP)

288,739

17.4

174,387

11.6

Adjustments:

IEEPA tariff refunds (a)

(95,660

)

—

Adjusted income from operations (Non-GAAP)

193,079

11.6

174,387

11.6

Six Months Ended

July 31,

2026

2025

$'s

% of Net Sales

$'s

% of Net Sales

Income from operations (GAAP)

428,420

13.6

302,614

10.7

Adjustments:

IEEPA tariff refunds (a)

(95,660

)

—

Adjusted income from operations (Non-GAAP)

332,760

10.6

302,614

10.7

URBAN OUTFITTERS, INC.

Reconciliation of Non-GAAP Financial Measures

(amounts in thousands, except per share data)

(unaudited)

Reconciliation of Total Company Adjusted Income Tax Expense and Adjusted Effective Tax Rate:

Three Months Ended

July 31,

2026

2025

$'s

Income before income taxes (GAAP)

298,540

183,273

Adjustments:

IEEPA tariff refunds (a)

(95,660

)

—

Interest income related to IEEPA tariff refunds (b)

(4,445

)

—

Adjusted income before income taxes (Non-GAAP)

198,435

183,273

Income tax expense (GAAP)

57,889

39,408

Adjustments:

Provision for income taxes on adjustments (c)

(24,978

)

—

Release of valuation allowance (d)

16,225

—

Adjusted income tax expense (Non-GAAP)

49,136

39,408

Effective income tax rate (GAAP)

19.4

21.5

Adjustments

5.4

—

Adjusted effective income tax rate (Non-GAAP)

24.8

21.5

Six Months Ended

July 31,

2026

2025

$'s

Income before income taxes (GAAP)

444,406

321,146

Adjustments:

IEEPA tariff refunds (a)

(95,660

)

—

Interest income related to IEEPA tariff refunds (b)

(4,445

)

—

Adjusted income before income taxes (Non-GAAP)

344,301

321,146

Income tax expense (GAAP)

88,050

68,934

Adjustments:

Provision for income taxes on adjustments (c)

(24,978

)

—

Release of valuation allowance (d)

16,225

—

Adjusted income tax expense (Non-GAAP)

79,297

68,934

Effective income tax rate (GAAP)

19.8

21.5

Adjustments

3.2

—

Adjusted effective income tax rate (Non-GAAP)

23.0

21.5

URBAN OUTFITTERS, INC.

Reconciliation of Non-GAAP Financial Measures

(amounts in thousands, except per share data)

(unaudited)

Reconciliation of Total Company Adjusted Net Income and Adjusted Diluted EPS:

Three Months Ended

July 31,

2026

2025

$'s

% of Net Sales

$'s

% of Net Sales

Net income (GAAP)

240,651

14.5

143,865

9.6

Adjustments:

IEEPA tariff refunds (a)

(95,660

)

—

Interest income related to IEEPA tariff refunds (b)

(4,445

)

—

Provision for income taxes on adjustments (c)

24,978

—

Release of valuation allowance (d)

(16,225

)

—

Adjusted net income (Non-GAAP)

149,299

9.0

143,865

9.6

Diluted EPS (GAAP)

2.78

1.58

Adjustments, net of tax

(1.06

)

—

Adjusted diluted EPS (Non-GAAP)

1.72

1.58

Six Months Ended

July 31,

2026

2025

$'s

% of Net Sales

$'s

% of Net Sales

Net income (GAAP)

356,356

11.3

252,212

8.9

Adjustments:

IEEPA tariff refunds (a)

(95,660

)

—

Interest income related to IEEPA tariff refunds (b)

(4,445

)

—

Provision for income taxes on adjustments (c)

24,978

—

Release of valuation allowance (d)

(16,225

)

—

Adjusted net income (Non-GAAP)

265,004

8.4

252,212

8.9

Diluted EPS (GAAP)

4.06

2.73

Adjustments, net of tax

(1.04

)

—

Adjusted diluted EPS (Non-GAAP)

3.02

2.73

(a) Included in "Cost of sales" is a one-time benefit related to refunds for tariffs previously paid under the International Emergency Economic Powers Act ("IEEPA") which the Company received during the three and six months ended July 31, 2026.

(b) Included in "Other income, net" is interest income related to refunds for IEEPA tariffs received during the three and six months ended July 31, 2026.

(c) The income tax impact of non-GAAP adjustments is calculated using the estimated tax rate in effect for the respective non-GAAP adjustment.

(d) During the three and six months ended July 31, 2026, the Company released a valuation allowance against certain of its foreign net deferred tax assets, resulting in a benefit included in "Income tax expense."

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