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Form 8-K

sec.gov

8-K — URBAN OUTFITTERS INC

Accession: 0001193125-26-233928

Filed: 2026-05-21

Period: 2026-05-20

CIK: 0000912615

SIC: 5651 (RETAIL-FAMILY CLOTHING STORES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — urbn-20260520.htm (Primary)

EX-99.1 (urbn-ex99_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: urbn-20260520.htm · Sequence: 1

8-K

0000912615false00009126152026-05-202026-05-20

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) May 20, 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 May 20, 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 months ended April 30, 2026.

Item 9.01.

Financial Statements and Exhibits

Exhibit No.

Description

99.1

Earnings Release dated May 20, 2026 – Operating results for the three months ended April 30, 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: May 21, 2026

By:

/s/ Melanie Marein-Efron

Melanie Marein-Efron

Chief Financial Officer

- 2 -

EX-99.1

EX-99.1

Filename: urbn-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

URBAN OUTFITTERS, INC.

First Quarter Results

Philadelphia, PA – May 20, 2026

For Immediate Release

Contact:

Oona McCullough

Executive Director of Investor Relations

(215) 454-4806

URBN Reports Record Q1 Sales and Income

PHILADELPHIA, PA, May 20, 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 record net income of $115.7 million and earnings per diluted share of $1.30 for the three months ended April 30, 2026.

Total Company net sales for the three months ended April 30, 2026, increased 11.4% to a record $1.48 billion. Total Retail segment net sales increased 8.0%, with comparable Retail segment net sales increasing 5.6%. 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 9.8% at FP Group, 9.3% at Urban Outfitters and 1.9% at Anthropologie. Subscription segment net sales increased 34.5% primarily driven by a 33.3% increase in average active subscribers in the current quarter versus the prior year quarter. Wholesale segment net sales increased 24.8% driven by a 26.2% increase in FP Group wholesale sales due to an increase in sales to specialty customers.

“We are pleased to report record first quarter sales and earnings driven by positive retail segment ‘comps’ at all brands and impressive double-digit growth in both our Wholesale and Subscription segments,” said Richard A. Hayne, Chief Executive Officer. “Our customers remain engaged and are responding to compelling fashion trends, giving us confidence in URBN's continued success,” finished Mr. Hayne.

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

Three Months Ended

April 30,

2026

2025

Net sales by brand

Anthropologie

$

589,073

$

569,931

FP Group

411,719

353,112

Urban Outfitters

304,727

273,505

Nuuly

167,264

124,354

Menus & Venues

8,562

8,599

Total Company

$

1,481,345

$

1,329,501

Net sales by segment

Retail Segment

$

1,220,914

$

1,130,510

Subscription Segment

167,264

124,354

Wholesale Segment

93,167

74,637

Total Company

$

1,481,345

$

1,329,501

For the three months ended April 30, 2026, the gross profit rate decreased by 16 basis points compared to the three months ended April 30, 2025, and gross profit dollars increased 10.9% to $542.6 million from $489.1 million. The decrease in gross profit rate was due to a non-recurring gain of $4.8 million, or 36 basis points, recorded in the prior year quarter not repeated in the current year quarter. This was partially offset by a 20 basis point improvement in the underlying gross profit rate primarily due to improved Retail segment markdowns driven by lower markdowns at FP Group and Urban Outfitters, partially reduced by deleverage in initial merchandise costs due to tariffs. The increase in gross profit dollars was due to higher net sales.

As of April 30, 2026, total inventory increased by $63.1 million, or 9.5%, compared to total inventory as of April 30, 2025. Total Retail segment inventory increased 10.6% and Retail segment comparable inventory increased 10.0%. Wholesale segment inventory decreased 1.2%. The increase in Retail segment inventory was due to the increase in net sales as well as early receipts to reduce the potential risk of shipping delays due to the Middle East conflict.

For the three months ended April 30, 2026, selling, general and administrative expenses increased by $42.0 million, or 11.7%, compared to the three months ended April 30, 2025. Selling, general and administrative expenses deleveraged 5 basis points as a percentage of net sales compared to the three months ended April 30, 2025, which includes a discrete benefit of $6.9 million, or 47 basis points, in the current year quarter due to the reversal of a litigation accrual, offset by 52 basis points of deleverage primarily related to marketing expenses to support customer growth and increased sales in the Retail and Subscription segments, along with increased technology investments to support AI initiatives. The dollar growth in selling, general and administrative expenses was primarily due to increased store payroll expenses to support the growth in Retail segment store net sales, as well as increased marketing expenses to support customer growth and increased net sales in the Retail and Subscription segments.

The Company’s effective tax rate for the three months ended April 30, 2026, was 20.7%, compared to 21.4% in the three months ended April 30, 2025. The decrease in the effective tax rate for the three months ended April 30, 2026, was primarily attributable to the favorable impact of equity activity in the current year quarter.

Net income for the three months ended April 30, 2026, was a record $115.7 million and earnings per diluted share were $1.30.

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 three months ended April 30, 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 April 30, 2026, 10.0 million common shares were remaining under the program.

Store data for the three months ended April 30, 2026, was as follows:

January 31,

April 30,

2026

Openings

Closings

2026

Anthropologie NA

234

2

236

Anthropologie EU

20

20

Total Anthropologie

254

2

256

Free People NA

167

3

1

169

FP Movement NA

88

6

94

Free People EU

13

13

Total FP Group

268

9

1

276

Urban Outfitters NA

177

1

176

Urban Outfitters EU

76

76

Total Urban Outfitters

253

1

252

Menus & Venues

9

1

8

Total Company-Owned Stores

784

11

3

792

Franchisee-Owned Stores(1)

9

9

Total URBN

793

11

3

801

(1)

Includes 7 Urban Outfitters franchisee-owned stores 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 comprised of Anthropologie stores in the United States, Canada and Europe, catalogs and websites; FP Group stores (including Free People and FP Movement stores) in the United States, Canada and Europe, catalogs and websites; Urban Outfitters stores in the United States, Canada and Europe and websites; Menus & Venues restaurants; and Urban Outfitters franchisee-owned stores and Anthropologie franchisee-owned stores in the Middle East. Free People, FP Movement and Urban Outfitters wholesale sell their products through department and specialty stores worldwide, digital businesses and the Company’s Retail segment. Nuuly is primarily a women's apparel subscription rental service which offers 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 first quarter results and will be webcast at 5:00 pm. ET at: https://edge.media-server.com/mmc/p/ocrpxphv/.

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

April 30,

2026

2025

Net sales

$

1,481,345

$

1,329,501

Cost of sales

938,779

840,437

Gross profit

542,566

489,064

Selling, general and administrative expenses

402,885

360,837

Income from operations

139,681

128,227

Other income, net

6,185

9,646

Income before income taxes

145,866

137,873

Income tax expense

30,161

29,526

Net income

$

115,705

$

108,347

Net income per common share:

Basic

$

1.32

$

1.18

Diluted

$

1.30

$

1.16

Weighted-average common shares outstanding:

Basic

87,503,853

91,752,408

Diluted

88,801,846

93,475,835

AS A PERCENTAGE OF NET SALES

Net sales

100.0

%

100.0

%

Cost of sales

63.4

%

63.2

%

Gross profit

36.6

%

36.8

%

Selling, general and administrative expenses

27.2

%

27.2

%

Income from operations

9.4

%

9.6

%

Other income, net

0.4

%

0.8

%

Income before income taxes

9.8

%

10.4

%

Income tax expense

2.0

%

2.3

%

Net income

7.8

%

8.1

%

URBAN OUTFITTERS, INC.

Condensed Consolidated Balance Sheets

(amounts in thousands, except share data)

(unaudited)

April 30,

January 31,

April 30,

2026

2026

2025

ASSETS

Current assets:

Cash and cash equivalents

$

301,364

$

369,206

$

189,433

Marketable securities

111,978

326,724

285,585

Accounts receivable, net of allowance for doubtful accounts

of $1,189, $1,209 and $1,964, respectively

115,903

95,668

93,248

Inventory

726,858

700,945

663,803

Prepaid expenses and other current assets

280,545

193,561

206,990

Total current assets

1,536,648

1,686,104

1,439,059

Property and equipment, net

1,620,770

1,466,236

1,346,557

Operating lease right-of-use assets

1,037,062

1,051,109

973,831

Marketable securities

237,471

461,858

365,937

Other assets

332,817

342,306

331,692

Total Assets

$

4,764,768

$

5,007,613

$

4,457,076

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$

332,949

$

327,903

$

302,104

Current portion of operating lease liabilities

225,005

225,478

231,361

Accrued expenses, accrued compensation and other

current liabilities

483,050

564,713

495,593

Total current liabilities

1,041,004

1,118,094

1,029,058

Non-current portion of operating lease liabilities

979,600

1,000,088

909,168

Other non-current liabilities

133,554

74,144

87,043

Total Liabilities

2,154,158

2,192,326

2,025,269

Shareholders’ equity:

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

authorized, none issued

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

85,601,280, 89,698,222 and 89,614,734 shares issued and

outstanding, respectively

9

9

9

Additional paid-in-capital

19,912

Retained earnings

2,637,046

2,817,448

2,460,876

Accumulated other comprehensive loss

(26,445

)

(22,082

)

(29,078

)

Total Shareholders’ Equity

2,610,610

2,815,287

2,431,807

Total Liabilities and Shareholders’ Equity

$

4,764,768

$

5,007,613

$

4,457,076

URBAN OUTFITTERS, INC.

Condensed Consolidated Statements of Cash Flows

(amounts in thousands)

(unaudited)

Three Months Ended

April 30,

2026

2025

Cash flows from operating activities:

Net income

$

115,705

$

108,347

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

Depreciation and amortization

36,069

29,554

Non-cash lease expense

53,310

52,805

Provision for deferred income taxes

89,732

13,701

Share-based compensation expense

8,137

7,763

Amortization of tax credit investment

3,726

4,293

Loss on disposition of property and equipment, net

380

94

Changes in assets and liabilities:

Receivables

(20,364

)

(15,036

)

Inventory

(26,735

)

(37,386

)

Prepaid expenses and other assets

(105,296

)

(17,058

)

Payables, accrued expenses and other liabilities

(78,032

)

(54,114

)

Operating lease liabilities

(61,148

)

(59,931

)

Net cash provided by operating activities

15,484

33,032

Cash flows from investing activities:

Cash paid for property and equipment

(193,244

)

(46,158

)

Cash paid for marketable securities

(78,294

)

(117,878

)

Sales and maturities of marketable securities

514,251

203,416

Net cash provided by investing activities

242,713

39,380

Cash flows from financing activities:

Share repurchases related to share repurchase program

(299,996

)

(151,935

)

Share repurchases related to taxes for share-based awards

(21,513

)

(20,241

)

Tax credit investment liability payments

(3,859

)

(4,172

)

Net cash used in financing activities

(325,368

)

(176,348

)

Effect of exchange rate changes on cash and cash equivalents

(671

)

2,888

Decrease in cash and cash equivalents

(67,842

)

(101,048

)

Cash and cash equivalents at beginning of period

369,206

290,481

Cash and cash equivalents at end of period

$

301,364

$

189,433

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