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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended April 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 000-22754

Urban Outfitters, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Pennsylvania	23-2003332
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

5000 South Broad Street, Philadelphia, PA	19112-1495
(Address of Principal Executive Offices)	(Zip Code)

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

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common shares, $0.0001 par value—89,642,150 shares outstanding on June 3, 2025.

TABLE OF CONTENTS

PART I

FINANCIAL INFORMATION


Item 1.	Financial Statements (unaudited)

	Condensed Consolidated Balance Sheets as of April 30, 2025, January 31, 2025 and April 30, 2024	1

	Condensed Consolidated Statements of Income for the three months ended April 30, 2025 and 2024	2

	Condensed Consolidated Statements of Comprehensive Income for the three months ended April 30, 2025 and 2024	3

	Condensed Consolidated Statements of Shareholders’ Equity for the three months ended April 30, 2025 and 2024	4

	Condensed Consolidated Statements of Cash Flows for the three months ended April 30, 2025 and 2024	5

	Notes to Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	26

Item 4.	Controls and Procedures	26

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	27

Item 1A.	Risk Factors	27

Item 2.	Unregistered Sales of Equity Securities and the Use of Proceeds	27

Item 5.	Other Information	27

Item 6.	Exhibits	28

	Signatures	29

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

URBAN OUTFITTERS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except share data)

(unaudited)


	April 30,			January 31,			April 30,
	2025			2025			2024
ASSETS
Current assets:
Cash and cash equivalents	$	189,433		$	290,481		$	173,995
Marketable securities		285,585			319,949			312,558
Accounts receivable, net of allowance for doubtful accounts of $1,964, $1,384 and $933, respectively		93,248			74,014			88,297
Inventory		663,803			621,146			578,990
Prepaid expenses and other current assets		206,990			187,206			219,886
Total current assets		1,439,059			1,492,796			1,373,726
Property and equipment, net		1,346,557			1,331,077			1,304,548
Operating lease right-of-use assets		973,831			942,666			910,965
Marketable securities		365,937			410,208			287,178
Other assets		331,692			342,733			312,285
Total Assets	$	4,457,076		$	4,519,480		$	4,188,702
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	302,104		$	295,767		$	321,443
Current portion of operating lease liabilities		231,361			227,149			224,100
Accrued expenses, accrued compensation and other current liabilities		495,593			552,763			488,681
Total current liabilities		1,029,058			1,075,679			1,034,224
Non-current portion of operating lease liabilities		909,168			871,209			849,917
Other non-current liabilities		87,043			101,088			142,227
Total Liabilities		2,025,269			2,047,976			2,026,368
Commitments and contingencies (see Note 11)
Shareholders’ equity:
Preferred shares; $.0001 par value, 10,000,000 shares authorized, none issued		—			—			—
Common shares; $.0001 par value, 200,000,000 shares authorized, 89,614,734, 92,281,748 and 93,379,211 shares issued and outstanding, respectively		9			9			9
Additional paid-in-capital		—			15,067			31,572
Retained earnings		2,460,876			2,503,068			2,175,500
Accumulated other comprehensive loss		(29,078	)		(46,640	)		(44,747	)
Total Shareholders’ Equity		2,431,807			2,471,504			2,162,334
Total Liabilities and Shareholders’ Equity	$	4,457,076		$	4,519,480		$	4,188,702

The accompanying notes are an integral part of these condensed consolidated financial statements.

URBAN OUTFITTERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

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

(unaudited)


	Three Months Ended
	April 30,
	2025		2024
Net sales	$	1,329,501	$	1,200,732
Cost of sales (excluding store impairment and lease abandonment charges)		840,437		787,746
Store impairment and lease abandonment charges		—		4,601
Gross profit		489,064		408,385
Selling, general and administrative expenses		360,837		333,761
Income from operations		128,227		74,624
Other income, net		9,646		6,246
Income before income taxes		137,873		80,870
Income tax expense		29,526		19,105
Net income	$	108,347	$	61,765
Net income per common share:
Basic	$	1.18	$	0.66
Diluted	$	1.16	$	0.65
Weighted-average common shares outstanding:
Basic		91,752,408		93,124,568
Diluted		93,475,835		95,000,706

The accompanying notes are an integral part of these condensed consolidated financial statements.

URBAN OUTFITTERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(amounts in thousands)

(unaudited)


	Three Months Ended
	April 30,
	2025		2024
Net income	$	108,347	$	61,765
Other comprehensive income (loss):
Foreign currency translation		16,064		(3,298	)
Change in unrealized gains (losses) on marketable securities, net of tax		1,498		(2,302	)
Total other comprehensive income (loss)		17,562		(5,600	)
Comprehensive income	$	125,909	$	56,165

The accompanying notes are an integral part of these condensed consolidated financial statements.

URBAN OUTFITTERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(amounts in thousands, except share data)

(unaudited)


												Accumulated
	Common Shares					Additional						Other
	Number of			Par		Paid-in			Retained			Comprehensive
	Shares			Value		Capital			Earnings			Loss			Total
Balances as of January 31, 2025		92,281,748		$	9	$	15,067		$	2,503,068		$	(46,640	)	$	2,471,504
Comprehensive income		—			—		—			108,347			17,562			125,909
Share-based compensation		—			—		7,763			—			—			7,763
Share-based awards		986,529			—		—			—			—			—
Share repurchases, inclusive of excise tax		(3,653,543	)		—		(22,830	)		(150,539	)		—			(173,369	)
Balances as of April 30, 2025		89,614,734		$	9	$	—		$	2,460,876		$	(29,078	)	$	2,431,807


											Accumulated
	Common Shares					Additional					Other
	Number of			Par		Paid-in			Retained		Comprehensive
	Shares			Value		Capital			Earnings		Loss			Total
Balances as of January 31, 2024		92,787,522		$	9	$	37,943		$	2,113,735	$	(39,147	)	$	2,112,540
Comprehensive income		—			—		—			61,765		(5,600	)		56,165
Share-based compensation		—			—		7,599			—		—			7,599
Share-based awards		934,534			—		475			—		—			475
Share repurchases		(342,845	)		—		(14,445	)		—		—			(14,445	)
Balances as of April 30, 2024		93,379,211		$	9	$	31,572		$	2,175,500	$	(44,747	)	$	2,162,334

The accompanying notes are an integral part of these condensed consolidated financial statements.

URBAN OUTFITTERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)

(unaudited)


	Three Months Ended
	April 30,
	2025			2024
Cash flows from operating activities:
Net income	$	108,347		$	61,765
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		29,554			27,761
Non-cash lease expense		52,805			51,470
Provision for deferred income taxes		13,701			12,735
Share-based compensation expense		7,763			7,599
Amortization of tax credit investment		4,293			4,380
Store impairment and lease abandonment charges		—			4,601
Loss on disposition of property and equipment, net		94			135
Changes in assets and liabilities:
Receivables		(15,036	)		(21,512	)
Inventory		(37,386	)		(29,818	)
Prepaid expenses and other assets		(17,058	)		(37,542	)
Payables, accrued expenses and other liabilities		(54,114	)		36,663
Operating lease liabilities		(59,931	)		(59,686	)
Net cash provided by operating activities		33,032			58,551
Cash flows from investing activities:
Cash paid for property and equipment		(46,158	)		(41,091	)
Cash paid for marketable securities		(117,878	)		(95,799	)
Sales and maturities of marketable securities		203,416			91,081
Net cash provided by (used in) investing activities		39,380			(45,809	)
Cash flows from financing activities:
Proceeds from the exercise of stock options		—			475
Share repurchases related to share repurchase program		(151,935	)		—
Share repurchases related to taxes for share-based awards		(20,241	)		(14,445	)
Tax credit investment liability payments		(4,172	)		(1,341	)
Net cash used in financing activities		(176,348	)		(15,311	)
Effect of exchange rate changes on cash and cash equivalents		2,888			(1,757	)
Decrease in cash and cash equivalents		(101,048	)		(4,326	)
Cash and cash equivalents at beginning of period		290,481			178,321
Cash and cash equivalents at end of period	$	189,433		$	173,995
Supplemental cash flow information:
Cash paid during the year for income taxes	$	6,596		$	2,983
Non-cash investing activities—Accrued capital expenditures	$	11,327		$	37,391
Right-of-use assets obtained in exchange for operating lease liabilities	$	85,109		$	60,868

The accompanying notes are an integral part of these condensed consolidated financial statements.

URBAN OUTFITTERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(unaudited)

1. Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These condensed financial statements should be read in conjunction with Urban Outfitters, Inc.’s (the “Company’s”) Annual Report on Form 10-K for the fiscal year ended January 31, 2025, filed with the United States Securities and Exchange Commission on April 1, 2025.

The Company’s business experiences seasonal fluctuations in net sales and net income, with a more significant portion of net sales typically realized in the second half of each year predominantly due to the year-end holiday period. Historically, and consistent with the retail industry, this seasonality also impacts our working capital requirements, particularly with regard to inventory. Accordingly, the results of operations for the three months ended April 30, 2025 are not necessarily indicative of the results to be expected for the full year.

The Company’s fiscal year ends on January 31. All references in these notes to the Company’s fiscal years refer to the fiscal years ended on January 31 in those years. For example, the Company’s fiscal year 2026 will end on January 31, 2026.

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board ("FASB") issued an accounting standards update which requires disaggregated disclosure of certain costs and expenses including purchases of inventory, employee compensation, depreciation, amortization and other costs within relevant income statement captions. The update will be effective for the Company in its annual consolidated financial statements for the fiscal year ending January 31, 2028, and interim periods thereafter. The Company is currently assessing this update and the additional disclosures that will be required within the notes to its consolidated financial statements.

In December 2023, the FASB issued an accounting standards update which includes amendments that further enhance income tax disclosures. The update requires disaggregated information about an entity's effective tax rate reconciliation and income taxes paid by jurisdiction, among other changes. The update will be effective for the Company in its annual consolidated financial statements for the fiscal year ending January 31, 2026, and can be applied prospectively or retrospectively. The Company is currently assessing this update and the additional disclosures that will be required within the notes to its consolidated financial statements.

2. Revenue from Contracts with Customers

Contract receivables occur when the Company satisfies all of its performance obligations under a contract and recognizes revenue prior to billing or receiving consideration from a customer for which it has an unconditional right to payment. Contract receivables arise from credit card and other electronic payment transactions and sales to the Company's wholesale segment customers and franchisees. For the three month period ended April 30, 2025, the opening and closing balances of contract receivables, net of allowance for doubtful accounts, were $74,014 and $93,248, respectively. For the three month period ended April 30, 2024, the opening and closing balances of contract receivables, net of allowance for doubtful accounts, were $67,008 and $88,297, respectively. Contract receivables are included in “Accounts receivable, net of allowance for doubtful accounts” in the Condensed Consolidated Balance Sheets.

Contract liabilities represent unearned revenue and result from the Company receiving consideration in a contract with a customer for which it has not satisfied all of its performance obligations. The Company’s contract liabilities result from the issuance of gift cards, deferred subscription fee revenue, customer deposits and customer loyalty programs. Gift cards are expected to be redeemed within two years of issuance, with the majority of

redemptions occurring in the first year. For the three month period ended April 30, 2025, the opening and closing balances of contract liabilities were $101,866 and $100,887, respectively. For the three month period ended April 30, 2024, the opening and closing balances of contract liabilities were $91,408 and $89,127, respectively. Contract liabilities are included in “Accrued expenses, accrued compensation and other current liabilities” in the Condensed Consolidated Balance Sheets. During the three month period ended April 30, 2025, the Company recognized $39,773 of revenue that was included in the contract liability balance at the beginning of the period. During the three month period ended April 30, 2024, the Company recognized $28,172 of revenue that was included in the contract liability balance at the beginning of the period.

3. Marketable Securities

During all periods shown, marketable securities are classified as available-for-sale. The amortized cost, gross unrealized gains (losses) and fair value of available-for-sale securities by major security type and class of security as of April 30, 2025, January 31, 2025 and April 30, 2024 were as follows:


	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		(Losses)			Value
As of April 30, 2025
Short-term Investments:
Corporate bonds	$	181,973	$	102	$	(170	)	$	181,905
US Treasury securities		3,952		—		(3	)		3,949
Federal government agencies		38,187		29		(4	)		38,212
Municipal and pre-refunded municipal bonds		43,152		36		(10	)		43,178
Certificates of deposit		10,499		—		—			10,499
Commercial paper		7,842		—		—			7,842
		285,605		167		(187	)		285,585
Long-term Investments:
Corporate bonds		203,858		915		(108	)		204,665
US Treasury securities		87,179		989		—			88,168
Federal government agencies		46,308		44		(90	)		46,262
Municipal and pre-refunded municipal bonds		6,775		37		(2	)		6,810
Mutual funds, held in rabbi trust		19,764		75		(807	)		19,032
Certificates of deposit		1,000		—		—			1,000
		364,884		2,060		(1,007	)		365,937
	$	650,489	$	2,227	$	(1,194	)	$	651,522


	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		(Losses)			Value
As of January 31, 2025
Short-term Investments:
Corporate bonds	$	186,732	$	103	$	(114	)	$	186,721
US Treasury securities		5,415		—		(5	)		5,410
Federal government agencies		53,663		55		(7	)		53,711
Municipal and pre-refunded municipal bonds		53,772		70		(8	)		53,834
Certificates of deposit		10,499		—		—			10,499
Commercial paper		9,774		—		—			9,774
		319,855		228		(134	)		319,949
Long-term Investments:
Corporate bonds		233,418		298		(500	)	$	233,216
US Treasury securities		92,852		226		(90	)		92,988
Federal government agencies		50,579		16		(292	)		50,303
Municipal and pre-refunded municipal bonds		14,770		35		(8	)		14,797
Mutual funds, held in rabbi trust		15,673		2,246		(15	)		17,904
Certificates of deposit		1,000		—		—			1,000
		408,292		2,821		(905	)		410,208
	$	728,147	$	3,049	$	(1,039	)	$	730,157


	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		(Losses)			Value
As of April 30, 2024
Short-term Investments:
Corporate bonds	$	145,891	$	3	$	(1,000	)	$	144,894
US Treasury securities		28,925		—		(127	)		28,798
Federal government agencies		76,515		—		(204	)		76,311
Municipal and pre-refunded municipal bonds		49,515		4		(204	)		49,315
Certificates of deposit		10,249		—		—			10,249
Commercial paper		2,991		—		—			2,991
		314,086		7		(1,535	)		312,558
Long-term Investments:
Corporate bonds		119,907		19		(1,116	)		118,810
US Treasury securities		49,943		—		(677	)		49,266
Federal government agencies		53,486		—		(502	)		52,984
Municipal and pre-refunded municipal bonds		38,785		9		(286	)		38,508
Mutual funds, held in rabbi trust		15,950		443		(33	)		16,360
Certificates of deposit		11,250		—		—			11,250
		289,321		471		(2,614	)		287,178
	$	603,407	$	478	$	(4,149	)	$	599,736

Proceeds from the sales and maturities of available-for-sale securities were $203,416 and $91,081 for the three months ended April 30, 2025, and 2024, respectively. The Company included in “Other income, net,” in the Condensed Consolidated Statements of Income, a net realized gain of $266 and a net realized loss of $23 for the three months ended April 30, 2025 and 2024, respectively. Amortization of discounts and premiums, net, included in "Other income, net" in the Condensed Consolidated Statements of Income, resulted in a benefit of $1,543 and $2,155 for the three months ended April 30, 2025 and 2024, respectively. Mutual funds represent assets held in an irrevocable rabbi trust for the Company’s Non-qualified Deferred Compensation Plan (“NQDC”). These assets are a source of funds to match the funding obligations to participants in the NQDC but are subject to the Company’s general creditors. The Company elected the fair value option for financial assets for the mutual funds held in the rabbi trust resulting in all unrealized gains and losses being recorded in “Other income, net” in the Condensed Consolidated Statements of Income.

4. Fair Value

The Company utilizes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach that relate to its financial assets and financial liabilities). The levels of the hierarchy are described as follows:

•

Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities.

•

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

•

Level 3: Unobservable inputs that reflect the Company’s own assumptions.

Management’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of financial assets and liabilities and their placement within the fair value hierarchy. The Company’s financial assets that are accounted for at fair value on a recurring basis are presented in the tables below:


	Marketable Securities Fair Value as of
	April 30, 2025
	Level 1		Level 2		Level 3		Total
Assets:
Corporate bonds	$	—	$	386,570	$	—	$	386,570
US Treasury securities		—		92,117		—		92,117
Federal government agencies		—		84,474		—		84,474
Municipal and pre-refunded municipal bonds		—		49,988		—		49,988
Mutual funds, held in rabbi trust		19,032		—		—		19,032
Certificates of deposit		—		11,499		—		11,499
Commercial paper		—		7,842		—		7,842
	$	19,032	$	632,490	$	—	$	651,522


	Marketable Securities Fair Value as of
	January 31, 2025
	Level 1		Level 2		Level 3		Total
Assets:
Corporate bonds	$	—	$	419,937	$	—	$	419,937
US Treasury securities		—		98,398		—		98,398
Federal government agencies		—		104,014		—		104,014
Municipal and pre-refunded municipal bonds		—		68,631		—		68,631
Mutual funds, held in rabbi trust		17,904		—		—		17,904
Certificates of deposit		—		11,499		—		11,499
Commercial paper		—		9,774		—		9,774
	$	17,904	$	712,253	$	—	$	730,157


	Marketable Securities Fair Value as of
	April 30, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Corporate bonds	$	—	$	263,704	$	—	$	263,704
US Treasury securities		—		78,064		—		78,064
Federal government agencies		—		129,295		—		129,295
Municipal and pre-refunded municipal bonds		—		87,823		—		87,823
Mutual funds, held in rabbi trust		16,360		—		—		16,360
Certificates of deposit		—		21,499		—		21,499
Commercial paper		—		2,991		—		2,991
	$	16,360	$	583,376	$	—	$	599,736

Financial assets

Level 1 assets consist of financial instruments whose value has been based on inputs that use, as their basis, readily observable market data that are actively quoted and are validated through external sources, including third-party pricing services and brokers.

Level 2 assets consist of financial instruments whose value has been based on quoted prices for similar assets and liabilities in active markets as well as quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3 assets consist of financial instruments where there has been no active market. The Company held no Level 3 financial instruments as of April 30, 2025, January 31, 2025 and April 30, 2024.

The fair value of cash and cash equivalents (Level 1) approximates carrying value since cash and cash equivalents consist of short-term highly liquid investments with maturities of less than three months at the time of purchase. As of April 30, 2025, January 31, 2025 and April 30, 2024, cash and cash equivalents included cash on hand, cash in banks, money market accounts and marketable securities with maturities of less than three months at the time of purchase.

Non-financial assets

The Company’s non-financial assets, primarily consisting of property and equipment and lease-related right-of-use assets, are tested for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

The fair value of property and equipment was determined using a discounted cash-flow model that utilized Level 3 inputs. The Company’s retail locations are reviewed for impairment at the retail location level, which is the lowest level at which individual cash flows can be identified. In calculating future cash flows, the Company makes estimates regarding future operating results based on its experience and knowledge of market factors in its retail locations. Right-of-use assets are tested for impairment in the same manner as property and equipment. For lease right-of-use assets, the Company determines the estimated fair value of the assets by comparing the discounted contractual rent payments to estimated market rent using an acceptable valuation methodology. During the three months ended April 30, 2025, impairment charges were zero. During the three months ended April 30, 2024, the Company determined that certain long-lived assets at the Company's retail locations were unable to recover their carrying values and were written down to their fair values. During the three months ended April 30, 2024, the Company recorded impairment charges of $815 for one retail location, with a carrying value after impairment of $1,500 related to the right-of-use asset. Additionally, during the fourth quarter of fiscal 2024, the Company committed to a cease-use date of February 29, 2024 at one retail location for which the lease was not terminated, resulting in lease abandonment charges of $3,786 during the three months ended April 30, 2024.

5. Debt

On February 10, 2023, the Company and certain of its subsidiaries entered into the fourth amendment (the “Fourth Amendment”) to the Company’s amended and restated credit agreement (the “Amended Credit Agreement”), amending the Company’s asset-based revolving credit facility with its lenders, including JPMorgan Chase Bank, N.A., as administrative agent, joint lead arranger and co-book managers along with Wells Fargo Bank, National Association (the "Amended Credit Facility"). The Fourth Amendment permits the Company to purchase an equity membership interest in a federal low-income housing tax credit entity. See Note 6, "Tax Credit Investment," for further discussion of the investment.

The Amended Credit Facility provides for loans and letters of credit up to $350,000, subject to a borrowing base that is comprised of the Company’s eligible accounts receivable and inventory and includes a swing-line sub-facility, a multicurrency sub-facility and the option to expand the facility by up to $150,000. Borrowings under the Amended Credit Facility may be used for working capital and other general corporate purposes. The Amended Credit Facility matures in June 2027.

The Amended Credit Facility provides for interest on borrowings, at the Company’s option, at either (i) adjusted SOFR, CDOR, SONIA or EURIBOR plus an applicable margin ranging from 1.125% to 1.375%, or (ii) an adjusted ABR plus an applicable margin ranging from 0.125% to 0.375%, each such applicable margin depending on the level of availability under the Amended Credit Facility. Depending on the type of borrowing, interest on the Amended Credit Facility is payable monthly, quarterly or at the end of the applicable interest period. A commitment fee of 0.20% is payable quarterly on the unused portion of the Amended Credit Facility.

All obligations under the Amended Credit Facility are unconditionally guaranteed by the Company and certain of its U.S. subsidiaries. The obligations under the Amended Credit Facility are secured by a first-priority security interest in inventory, accounts receivable and certain other assets of the Company and certain of its U.S. subsidiaries. The obligations of URBN Canada Retail, Inc. are secured by a first-priority security interest in its inventory, accounts receivable and certain other assets. The Amended Credit Agreement contains customary representations and warranties, negative and affirmative covenants and provisions relating to events of default.

As of April 30, 2025, the Company had $0 in borrowings under the Amended Credit Facility. As of April 30, 2025, the Company was in compliance with the terms of the Amended Credit Agreement and expects to remain in compliance with all terms, including covenants, of the Amended Credit Agreement. Outstanding stand-by letters of credit, which reduce the funds available under the Amended Credit Facility, were $8,891. Interest expense for the Amended Credit Facility was $241 and $240 for the three months ended April 30, 2025 and 2024, respectively, which was included in “Other income, net” in the Condensed Consolidated Statements of Income.

6. Tax Credit Investment

The Company holds an equity membership interest in a federal low-income housing tax credit entity. Refer to Note 10, "Income Taxes," in the Notes to the Consolidated Financial Statements on Form 10-K for the fiscal year ended January 31, 2025, for additional information on the tax credit investment.

The Company included in "Other income, net" in the Condensed Consolidated Statements of Income, interest expense related to the accretion of the liability of $1,052 and $1,286 for the three months ended April 30, 2025 and 2024, respectively. Included in "Income tax expense" in the Condensed Consolidated Statements of Income was amortization of the investment of $4,293 and $4,380 for the three months ended April 30, 2025 and 2024, respectively. Also included in "Income tax expense" in the Condensed Consolidated Statements of Income were income tax credits and other income tax benefits of $5,967 and $6,128 for the three months ended April 30, 2025 and 2024, respectively. The carrying value of the investment is recorded in "Other assets" in the Condensed Consolidated Balance Sheets. The liabilities for the present value of the estimated future capital contributions are recorded in "Accrued expenses, accrued compensation and other current liabilities" and "Other non-current liabilities" in the Condensed Consolidated Balance Sheets. The following table summarizes the balances related to the investment at April 30, 2025, January 31, 2025 and April 30, 2024:


	April 30,		January 31,		April 30,
	2025		2025		2024
Other assets	$	44,491	$	48,784	$	61,834
Accrued expenses, accrued compensation and other current liabilities		16,258		16,571		13,337
Other non-current liabilities		26,863		30,722		43,122

7. Share-Based Compensation

The Company maintains stock incentive plans pursuant to which it can grant restricted shares, unrestricted shares, incentive stock options, non-qualified stock options, restricted stock units (“RSUs”), performance stock units (“PSUs”) or stock appreciation rights. The fair value of PSUs and RSUs is equal to the stock price on the date of the grant. Share-based compensation expense included in “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Income, for the three months ended April 30, 2025 and 2024, was as follows:


	Three Months Ended
	April 30,
	2025		2024
Performance Stock Units	$	1,205	$	1,237
Restricted Stock Units		6,558		6,362
Total	$	7,763	$	7,599

Share-based awards granted and the weighted-average fair value of such awards for the three months ended April 30, 2025 was as follows:



	April 30, 2025
			Weighted-
	Awards		Average Fair
	Granted		Value
Performance Stock Units		84,051	$	56.77
Restricted Stock Units		498,046	$	56.77
Total		582,097

During the three months ended April 30, 2025, 180,713 PSUs vested and 805,816 RSUs vested.

The total unrecognized compensation cost related to outstanding share-based awards and the weighted-average period in which the cost is expected to be recognized as of April 30, 2025 was as follows:


	April 30, 2025
	Unrecognized		Weighted-
	Compensation		Average
	Cost		Years
Performance Stock Units	$	8,539		2.3
Restricted Stock Units		50,634		2.4
Total	$	59,173

8. Shareholders’ Equity

Share repurchase activity under the Company's share repurchase program was as follows:


	Three Months Ended
	April 30,
	2025		2024
Number of common shares repurchased and subsequently retired		3,274,260		—
Total cost(1)	$	151,935	$	—
Average cost per share, including commissions	$	46.40	$	—

(1)

Under the Inflation Reduction Act, the Company's share repurchases, net of issuances, are subject to a 1% excise tax. The total cost of share repurchases during the three months ended April 30, 2025, excludes excise tax incurred of $1,193.

On June 4, 2019, the Company’s Board of Directors authorized the repurchase of 20,000,000 common shares under a share repurchase program. As of April 30, 2025, 14,682,130 common shares were remaining under the program.

During the three months ended April 30, 2025, the Company acquired and subsequently retired 379,283 common shares at a total cost of $20,241 from employees to meet payroll tax withholding requirements on vested share-based awards. During the three months ended April 30, 2024, the Company acquired and subsequently retired 342,845 common shares at a total cost of $14,445 from employees to meet payroll tax withholding requirements on vested share-based awards.

9. Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss

The following tables present the changes in “Accumulated other comprehensive loss,” by component, net of tax, for the three months ended April 30, 2025 and 2024:


	Three Months Ended April 30, 2025
				Unrealized Gains
	Foreign			and (Losses) on
	Currency			Available-for-
	Translation			Sale Securities			Total
Balance at beginning of period	$	(46,474	)	$	(166	)	$	(46,640	)
Other comprehensive income before reclassifications		16,064			1,232			17,296
Amounts reclassified from accumulated other comprehensive loss		—			266			266
Net current-period other comprehensive income		16,064			1,498			17,562
Balance at end of period	$	(30,410	)	$	1,332		$	(29,078	)


	Three Months Ended April 30, 2024
				Unrealized Gains
	Foreign			and (Losses) on
	Currency			Available-for-
	Translation			Sale Securities			Total
Balance at beginning of period	$	(38,376	)	$	(771	)	$	(39,147	)
Other comprehensive loss before reclassifications		(3,298	)		(2,279	)		(5,577	)
Amounts reclassified from accumulated other comprehensive loss		—			(23	)		(23	)
Net current-period other comprehensive loss		(3,298	)		(2,302	)		(5,600	)
Balance at end of period	$	(41,674	)	$	(3,073	)	$	(44,747	)

All unrealized gains and losses on available-for-sale securities reclassified from accumulated other comprehensive loss were recorded in “Other income, net” in the Condensed Consolidated Statements of Income.

10. Net Income per Common Share

Basic net income per common share is calculated by dividing net income by the weighted-average number of common shares outstanding. Diluted net income per common share is calculated by dividing net income by the weighted-average number of common shares and potentially dilutive securities outstanding during the period using the treasury stock method for the Company's stock options, performance stock units and restricted stock units. The following is a reconciliation of the weighted-average common shares outstanding and calculation of basic and diluted net income per common share:


	Three Months Ended
	April 30,
	2025		2024
Net income	$	108,347	$	61,765

Basic weighted-average common shares outstanding		91,752,408		93,124,568
Effect of dilutive options, performance stock units and restricted stock units		1,723,427		1,876,138
Diluted weighted-average shares outstanding		93,475,835		95,000,706

Net income per common share:
Basic	$	1.18	$	0.66
Diluted	$	1.16	$	0.65

For the three months ended April 30, 2025, there were no awards to purchase common shares that were excluded from the calculation of diluted net income per common share for which the impact would be anti-dilutive. For the three months ended April 30, 2024, awards to purchase 40,000 common shares at a price of $46.42 were excluded from the calculation of diluted net income per common share because the impact would be anti-dilutive.

Excluded from the calculation of diluted net income per common share as of April 30, 2025 and April 30, 2024, were 209,248 and 270,441 performance-based equity awards, respectively, because they did not meet the required performance criteria.

11. Commitments and Contingencies

The Company is party to various legal proceedings arising from normal business activities. Management believes that the ultimate resolution of these matters will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.

12. Segment Reporting

The Company offers lifestyle-oriented general merchandise and products and services through a portfolio of global consumer brands. The Company operates three reportable segments – “Retail,” “Subscription” and “Wholesale.”

The Company’s Retail segment includes Anthropologie (which includes the Anthropologie and Terrain brands), Free People (which includes the Free People and FP Movement brands), Urban Outfitters and Menus & Venues. The Company has aggregated its brands into the Retail segment based upon their shared management, customer base and economic characteristics. Reporting in this format provides management with the financial information necessary to evaluate the success of the segments and the overall business. The Company’s Retail segment omni-channel strategy enhances its customers’ brand experience by providing a seamless approach to the customer shopping experience. All Company-owned Retail segment shopping channels are closely integrated, including retail locations, websites, mobile applications, social media and third-party platforms, catalogs and customer contact centers.

The Company's Subscription segment includes the Nuuly brand, which offers customers a more sustainable way to explore fashion primarily through a monthly women’s apparel subscription rental service.

The Company’s Wholesale segment includes the Free People, FP Movement and Urban Outfitters brands. The Wholesale segment sells through department and specialty stores worldwide, third-party digital businesses and the Company's Retail segment.

The Company's chief operating decision maker is the chief executive officer ("CEO"). The CEO regularly reviews net sales, gross profit and income from operations (excluding intercompany charges) when evaluating the performance of each segment and considers actual-to-budget variances for both profit measures when assessing segment performance and making decisions about the allocation of operating and capital resources to each segment. The CEO uses net sales, gross profit and income from operations when evaluating each segment during the budget and forecasting processes. The Company accounts for intersegment sales and transfers as if the sales and transfers were made to third parties making similar volume purchases. General corporate expenses include expenses incurred and directed by the corporate office that are not allocated to segments. The principal identifiable assets for the Retail and Wholesale segments are inventory and property and equipment. The principal identifiable assets for the Subscription segment are rental product and property and equipment.

The accounting policies of the reportable segments are the same as the policies described in Note 2, “Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025. All of the Company’s segments are highly diversified. No one customer constitutes more than 10% of the Company’s total consolidated net sales. A summary of the information about the Company’s operations by segment is as follows:


Three Months Ended April 30, 2025:	Retail Operations		Subscription Operations		Wholesale Operations		Total Company
Net sales(1)	$	1,130,510	$	124,354	$	74,637	$	1,329,501
Cost of sales(2)		701,759		89,786		48,892		840,437
Segment gross profit		428,751		34,568		25,745		489,064
Segment selling, general and administrative expenses		306,121		27,552		8,712		342,385
Segment income from operations	$	122,630	$	7,016	$	17,033	$	146,679
Less general corporate expenses								18,452
Income from operations							$	128,227
Other income, net								9,646
Income before income taxes							$	137,873


Three Months Ended April 30, 2024:
Net sales(1)	$	1,062,685	$	77,942	$	60,105	$	1,200,732
Cost of sales (excluding store impairment and lease abandonment charges)(2)		686,340

URBAN OUTFITTERS INC 10-Q