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☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended
July 31,
2025
OR
☐
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—
89,697,915
shares outstanding on September 3, 2025.
Common shares; $
.0001
par value,
200,000,000
shares authorized,
89,696,293
,
92,281,748
and
92,260,283
shares issued and
outstanding, respectively
9
9
9
Additional paid-in-capital
7,277
15,067
—
Retained earnings
2,604,741
2,503,068
2,279,856
Accumulated other comprehensive loss
(
31,635
)
(
46,640
)
(
38,432
)
Total Shareholders’ Equity
2,580,392
2,471,504
2,241,433
Total Liabilities and Shareholders’ Equity
$
4,710,793
$
4,519,480
$
4,258,823
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
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,
July 31,
2025
2024
2025
2024
Net sales
$
1,504,755
$
1,351,959
$
2,834,256
$
2,552,691
Cost of sales (excluding store impairment and lease abandonment charges)
938,594
858,674
1,779,031
1,646,420
Store impairment and lease abandonment charges
—
—
—
4,601
Gross profit
566,161
493,285
1,055,225
901,670
Selling, general and administrative expenses
391,774
348,150
752,611
681,911
Income from operations
174,387
145,135
302,614
219,759
Other income, net
8,886
7,429
18,532
13,675
Income before income taxes
183,273
152,564
321,146
233,434
Income tax expense
39,408
35,079
68,934
54,184
Net income
$
143,865
$
117,485
$
252,212
$
179,250
Net income per common share:
Basic
$
1.60
$
1.26
$
2.78
$
1.93
Diluted
$
1.58
$
1.24
$
2.73
$
1.89
Weighted-average common shares outstanding:
Basic
89,667,451
93,071,401
90,692,646
93,097,694
Diluted
91,167,981
94,684,003
92,304,624
94,842,065
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
URBAN OUTFITTERS, INC.
CONDENSED CONSOLIDATED STATEME
NTS OF COMPREHENSIVE INCOME
(amounts in thousands)
(unaudited)
Three Months Ended
Six Months Ended
July 31,
July 31,
2025
2024
2025
2024
Net income
$
143,865
$
117,485
$
252,212
$
179,250
Other comprehensive (loss) income:
Foreign currency translation
(
1,310
)
3,760
14,754
462
Change in unrealized (losses) gains on marketable securities, net of tax
(
1,247
)
2,555
251
253
Total other comprehensive (loss) income
(
2,557
)
6,315
15,005
715
Comprehensive income
$
141,308
$
123,800
$
267,217
$
179,965
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
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 April 30, 2025
89,614,734
$
9
$
—
$
2,460,876
$
(
29,078
)
$
2,431,807
Comprehensive income
—
—
—
143,865
(
2,557
)
141,308
Share-based compensation
—
—
7,193
—
—
7,193
Share-based awards
94,439
—
928
—
—
928
Share repurchases, inclusive of excise tax
(
12,880
)
—
(
844
)
—
—
(
844
)
Balances as of July 31, 2025
89,696,293
$
9
$
7,277
$
2,604,741
$
(
31,635
)
$
2,580,392
Accumulated
Common Shares
Additional
Other
Number of
Par
Paid-in
Retained
Comprehensive
Shares
Value
Capital
Earnings
Loss
Total
Balances as of April 30, 2024
93,379,211
$
9
$
31,572
$
2,175,500
$
(
44,747
)
$
2,162,334
Comprehensive income
—
—
—
117,485
6,315
123,800
Share-based compensation
—
—
7,957
—
—
7,957
Share-based awards
93,666
—
376
—
—
376
Share repurchases, inclusive of excise tax
(
1,212,594
)
—
(
39,905
)
(
13,129
)
—
(
53,034
)
Balances as of July 31, 2024
92,260,283
$
9
$
—
$
2,279,856
$
(
38,432
)
$
2,241,433
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
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
—
—
—
252,212
15,005
267,217
Share-based compensation
—
—
14,956
—
—
14,956
Share-based awards
1,080,968
—
928
—
—
928
Share repurchases, inclusive of excise tax
(
3,666,423
)
—
(
23,674
)
(
150,539
)
—
(
174,213
)
Balances as of July 31, 2025
89,696,293
$
9
$
7,277
$
2,604,741
$
(
31,635
)
$
2,580,392
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
—
—
—
179,250
715
179,965
Share-based compensation
—
—
15,556
—
—
15,556
Share-based awards
1,028,200
—
851
—
—
851
Share repurchases, inclusive of excise tax
(
1,555,439
)
—
(
54,350
)
(
13,129
)
—
(
67,479
)
Balances as of July 31, 2024
92,260,283
$
9
$
—
$
2,279,856
$
(
38,432
)
$
2,241,433
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
URBAN OUTFITTERS, INC.
CONDENSED CONSOLIDATED S
TATEMENTS OF CASH FLOWS
(amounts in thousands)
(unaudited)
Six Months Ended
July 31,
2025
2024
Cash flows from operating activities:
Net income
$
252,212
$
179,250
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
61,400
56,552
Non-cash lease expense
106,546
103,146
Provision for deferred income taxes
11,608
9,208
Share-based compensation expense
14,956
15,556
Amortization of tax credit investment
8,587
8,760
Store impairment and lease abandonment charges
—
4,601
Loss on disposition of property and equipment, net
262
420
Changes in assets and liabilities:
Receivables
(
12,025
)
(
11,606
)
Inventory
(
70,611
)
(
54,050
)
Prepaid expenses and other assets
(
25,095
)
(
48,318
)
Payables, accrued expenses and other liabilities
23,336
16,858
Operating lease liabilities
(
120,130
)
(
116,563
)
Net cash provided by operating activities
251,046
163,814
Cash flows from investing activities:
Cash paid for property and equipment
(
107,549
)
(
98,854
)
Cash paid for marketable securities
(
220,293
)
(
166,428
)
Sales and maturities of marketable securities
295,861
204,145
Net cash used in investing activities
(
31,981
)
(
61,137
)
Cash flows from financing activities:
Proceeds from the exercise of stock options
928
851
Share repurchases related to share repurchase program
(
151,935
)
(
52,262
)
Share repurchases related to taxes for share-based awards
(
21,144
)
(
14,977
)
Tax credit investment liability payments
(
8,437
)
(
2,713
)
Net cash used in financing activities
(
180,588
)
(
69,101
)
Effect of exchange rate changes on cash and cash equivalents
3,213
(
2,768
)
Increase in cash and cash equivalents
41,690
30,808
Cash and cash equivalents at beginning of period
290,481
178,321
Cash and cash equivalents at end of period
$
332,171
$
209,129
Supplemental cash flow information:
Cash paid during the year for income taxes
$
71,789
$
39,763
Non-cash investing activities—Accrued capital expenditures
$
11,340
$
17,641
Right-of-use assets obtained in exchange for operating lease liabilities
$
185,592
$
148,099
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
URBAN OUTFITTERS, INC.
NOTES TO CONDENSED CONSOLID
ATED 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 and six months ended July 31, 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 six month period ended July 31, 2025, the opening and closing balances of contract receivables, net of allowance for doubtful accounts, were $
74,014
and $
86,922
, respectively. For the six month period ended July 31, 2024, the opening and closing balances of contract receivables, net of allowance for doubtful accounts, were $
67,008
and $
78,749
, 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 six month period ended July 31, 2025, the opening and closing balances
7
of
contract liabilities were $
101,866
and $
98,714
, respectively. For the six month period ended July 31, 2024, the opening and closing balances of contract liabilities were $
91,408
and $
86,160
, respectively. Contract liabilities are included in “Accrued expenses, accrued compensation and other current liabilities” in the Condensed Consolidated Balance Sheets. During the six month period ended July 31, 2025, the Company recognized $
50,047
of revenue that was included in the contract liability balance at the beginning of the period. During the six month period ended July 31, 2024, the Company recognized $
37,981
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 July 31, 2025, January 31, 2025 and July 31, 2024 were as follows:
Amortized
Unrealized
Unrealized
Fair
Cost
Gains
(Losses)
Value
As of July 31, 2025
Short-term Investments:
Corporate bonds
$
190,228
$
59
$
(
244
)
$
190,043
US Treasury securities
12,724
19
(
2
)
12,741
Federal government agencies
30,609
11
(
7
)
30,613
Municipal and pre-refunded municipal bonds
48,111
12
(
33
)
48,090
Commercial paper
7,928
—
—
7,928
Certificates of deposit
1,249
—
—
1,249
290,849
101
(
286
)
290,664
Long-term Investments:
Corporate bonds
216,635
469
(
336
)
216,768
US Treasury securities
84,454
351
(
26
)
84,779
Federal government agencies
39,635
3
(
172
)
39,466
Municipal and pre-refunded municipal bonds
4,940
10
(
3
)
4,947
Mutual funds, held in rabbi trust
20,115
297
(
36
)
20,376
365,779
1,130
(
573
)
366,336
$
656,628
$
1,231
$
(
859
)
$
657,000
8
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
Commercial paper
9,774
—
—
9,774
Certificates of deposit
10,499
—
—
10,499
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 July 31, 2024
Short-term Investments:
Corporate bonds
$
179,538
$
26
$
(
567
)
$
178,997
US Treasury securities
29,150
—
(
59
)
29,091
Federal government agencies
73,850
7
(
115
)
73,742
Municipal and pre-refunded municipal bonds
47,174
17
(
65
)
47,126
Commercial paper
2,905
—
—
2,905
Certificates of deposit
20,499
—
—
20,499
353,116
50
(
806
)
352,360
Long-term Investments:
Corporate bonds
79,873
147
(
87
)
79,933
US Treasury securities
49,951
200
(
45
)
50,106
Federal government agencies
35,635
7
(
105
)
35,537
Municipal and pre-refunded municipal bonds
25,250
19
(
69
)
25,200
Mutual funds, held in rabbi trust
16,011
1,682
—
17,693
Certificates of deposit
1,000
—
—
1,000
207,720
2,055
(
306
)
209,469
$
560,836
$
2,105
$
(
1,112
)
$
561,829
Proceeds from the sales and maturities of available-for-sale securities were $
295,861
and $
204,145
for the six months ended July 31, 2025, and 2024, respectively. The Company included in “Other income, net,” in the Condensed Consolidated Statements of Income, a net realized gain of $
7
and $
273
for the three and six months ended July 31, 2025, respectively, and a net realized loss of $
56
and $
79
for the three and six months ended July 31, 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 $
1,163
and $
2,706
for the three and six months ended July 31, 2025, respectively, and a benefit of $
2,066
and $
4,221
for the three and six months ended July 31, 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.
9
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
July 31, 2025
Level 1
Level 2
Level 3
Total
Assets:
Corporate bonds
$
—
$
406,811
$
—
$
406,811
US Treasury securities
—
97,520
—
97,520
Federal government agencies
—
70,079
—
70,079
Municipal and pre-refunded municipal bonds
—
53,037
—
53,037
Mutual funds, held in rabbi trust
20,376
—
—
20,376
Commercial paper
—
7,928
—
7,928
Certificates of deposit
—
1,249
—
1,249
$
20,376
$
636,624
$
—
$
657,000
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
Commercial paper
—
9,774
—
9,774
Certificates of deposit
—
11,499
—
11,499
$
17,904
$
712,253
$
—
$
730,157
Marketable Securities Fair Value as of
July 31, 2024
Level 1
Level 2
Level 3
Total
Assets:
Corporate bonds
$
—
$
258,930
$
—
$
258,930
US Treasury securities
—
79,197
—
79,197
Federal government agencies
—
109,279
—
109,279
Municipal and pre-refunded municipal bonds
—
72,326
—
72,326
Mutual funds, held in rabbi trust
17,693
—
—
17,693
Commercial paper
—
2,905
—
2,905
Certificates of deposit
—
21,499
—
21,499
$
17,693
$
544,136
$
—
$
561,829
10
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 July 31, 2025, January 31, 2025 and July 31, 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 July 31, 2025, January 31, 2025 and July 31, 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 and six months ended July 31, 2025, impairment charges were
zero
. During the three months ended July 31, 2024, impairment charges were
zero
. During the six months ended July 31, 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 resulting in 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 six months ended July 31, 2024.
11
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 July 31, 2025, the Company had $
0
in borrowings under the Amended Credit Facility. As of July 31, 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 $
8,904
. Interest expense for the Amended Credit Facility was $
487
and $
485
for the six months ended July 31, 2025 and 2024, respectively, which was included in “Other income, net” in the Condensed Consolidated Statements of Income.
12
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 $
960
and $
2,012
for the three and six months ended July 31, 2025, respectively, and $
1,256
and $
2,542
for the three and six months ended July 31, 2024, respectively. Included in "Income tax expense" in the Condensed Consolidated Statements of Income was amortization of the investment of $
4,294
and $
8,587
for the three and six months ended July 31, 2025, respectively, and $
4,380
and $
8,760
for the three and six months ended July 31, 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 $
5,947
and $
11,914
for the three and six months ended July 31, 2025, respectively, and $
6,122
and $
12,250
for the three and six months ended July 31, 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 July 31, 2025, January 31, 2025 and July 31, 2024:
July 31,
January 31,
July 31,
2025
2025
2024
Other assets
$
40,197
$
48,784
$
57,454
Accrued expenses, accrued compensation and other current liabilities
15,938
16,571
16,231
Other non-current liabilities
22,919
30,722
38,857
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 and six months ended July 31, 2025 and 2024, was as follows:
Three Months Ended
Six Months Ended
July 31,
July 31,
2025
2024
2025
2024
Performance Stock Units
$
1,148
$
1,186
$
2,353
$
2,423
Restricted Stock Units
6,045
6,771
12,603
13,133
Total
$
7,193
$
7,957
$
14,956
$
15,556
Share-based awards granted and the weighted-average fair value of such awards for the six months ended July 31, 2025 was as follows:
Six Months Ended
July 31, 2025
Weighted-
Awards
Average Fair
Granted
Value
Performance Stock Units
84,051
$
56.77
Restricted Stock Units
521,035
$
57.38
Total
605,086
13
During the six months ended July 31, 2025,
40,000
stock options were exercised,
180,713
PSUs vested and
872,839
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 July 31, 2025 was as follows:
July 31, 2025
Unrecognized
Weighted-
Compensation
Average
Cost
Years
Performance Stock Units
$
7,392
2.2
Restricted Stock Units
43,956
2.2
Total
$
51,348
8
.
Shareholders’ Equity
Share repurchase activity under the Company's share repurchase program was as follows:
Three Months Ended
Six Months Ended
July 31,
July 31,
2025
2024
2025
2024
Number of common shares repurchased and subsequently retired
—
1,200,000
3,274,260
1,200,000
Total cost
(1)
$
—
$
52,262
$
151,935
$
52,262
Average cost per share, including commissions
$
—
$
43.55
$
46.40
$
43.55
(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 six months ended July 31, 2025, excludes excise tax incurred of $
1,134
. The total cost of share repurchases during the three and six months ended July 31, 2024, excludes excise tax incurred of $
240
.
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 July 31, 2025,
14,682,130
common shares were remaining under the program.
During the six months ended July 31, 2025, the Company acquired and subsequently retired
392,163
common shares at a total cost of $
21,144
from employees to meet payroll tax withholding requirements on vested share-based awards. During the six months ended July 31, 2024, the Company acquired and subsequently retired
355,439
common shares at a total cost of $
14,977
from employees to meet payroll tax withholding requirements on vested share-based awards.
14
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 and six months ended July 31, 2025 and 2024:
Three Months Ended July 31, 2025
Six Months Ended July 31, 2025
Unrealized Gains
Unrealized Gains
Foreign
and (Losses) on
Foreign
and (Losses) on
Currency
Available-for-
Currency
Available-for-
Translation
Sale Securities
Total
Translation
Sale Securities
Total
Balance at beginning of period
$
(
30,410
)
$
1,332
$
(
29,078
)
$
(
46,474
)
$
(
166
)
$
(
46,640
)
Other comprehensive
(loss) income before
reclassifications
(
1,310
)
(
1,254
)
(
2,564
)
14,754
(
22
)
14,732
Amounts reclassified
from accumulated other
comprehensive loss
—
7
7
—
273
273
Net current-period other
comprehensive (loss) income
(
1,310
)
(
1,247
)
(
2,557
)
14,754
251
15,005
Balance at end of period
$
(
31,720
)
$
85
$
(
31,635
)
$
(
31,720
)
$
85
$
(
31,635
)
Three Months Ended July 31, 2024
Six Months Ended July 31, 2024
Unrealized Gains
Unrealized Gains
Foreign
and (Losses) on
Foreign
and (Losses) on
Currency
Available-for-
Currency
Available-for-
Translation
Sale Securities
Total
Translation
Sale Securities
Total
Balance at beginning of period
$
(
41,674
)
$
(
3,073
)
$
(
44,747
)
$
(
38,376
)
$
(
771
)
$
(
39,147
)
Other comprehensive
income before
reclassifications
3,760
2,611
6,371
462
332
794
Amounts reclassified
from accumulated other
comprehensive loss
—
(
56
)
(
56
)
—
(
79
)
(
79
)
Net current-period other
comprehensive income
3,760
2,555
6,315
462
253
715
Balance at end of period
$
(
37,914
)
$
(
518
)
$
(
38,432
)
$
(
37,914
)
$
(
518
)
$
(
38,432
)
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.
15
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
Six Months Ended
July 31,
July 31,
2025
2024
2025
2024
Net income
$
143,865
$
117,485
$
252,212
$
179,250
Basic weighted-average common shares
outstanding
89,667,451
93,071,401
90,692,646
93,097,694
Effect of dilutive options, performance stock units
and restricted stock units
1,500,530
1,612,602
1,611,978
1,744,371
Diluted weighted-average shares outstanding
91,167,981
94,684,003
92,304,624
94,842,065
Net income per common share:
Basic
$
1.60
$
1.26
$
2.78
$
1.93
Diluted
$
1.58
$
1.24
$
2.73
$
1.89
For the three and six months ended July 31, 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 and six months ended July 31, 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 July 31, 2025, and July 31, 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.
16
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 July 31, 2025:
Retail Operations
Subscription Operations
Wholesale Operations
Total Company
Net sales
(1)
$
1,289,269
$
138,932
$
76,554
$
1,504,755
Cost of sales
(2)
787,686
99,283
51,625
938,594
Segment gross profit
501,583
39,649
24,929
566,161
Segment selling, general and administrative expenses
342,276
27,102
9,246
378,624
Segment income from operations
$
159,307
$
12,547
$
15,683
$
187,537
Less general corporate expenses
13,150
Income from operations
$
174,387
Other income, net
8,886
Income before income taxes
$
183,273
17
Six Months Ended July 31, 2025:
Retail Operations
Subscription Operations
Wholesale Operations
Total Company
Net sales
(1)
$
2,419,779
$
263,286
$
151,191
$
2,834,256
Cost of sales
(2)
1,489,445
189,069
100,517
1,779,031
Segment gross profit
930,334
74,217
50,674
1,055,225
Segment selling, general and administrative expenses
648,397
54,654
17,958
721,009
Segment income from operations
$
281,937
$
19,563
$
32,716
$
334,216
Less general corporate expenses
31,602
Income from operations
$
302,614
Other income, net
18,532
Income before income taxes
$
321,146
Three Months Ended July 31, 2024:
Retail Operations
Subscription Operations
Wholesale Operations
Total Company
Net sales
(1)
$
1,196,456
$
90,696
$
64,807
$
1,351,959
Cost of sales
(2)
751,230
65,142
42,302
858,674
Segment gross profit
445,226
25,554
22,505
493,285
Segment selling, general and administrative expenses
306,027
20,234
9,067
335,328
Segment income from operations
$
139,199
$
5,320
$
13,438
$
157,957
Less general corporate expenses
12,822
Income from operations
$
145,135
Other income, net
7,429
Income before income taxes
$
152,564
Six Months Ended July 31, 2024:
Retail Operations
Subscription Operations
Wholesale Operations
Total Company
Net sales
(1)
$
2,259,141
$
168,638
$
124,912
$
2,552,691
Cost of sales (excluding store impairment and lease abandonment charges)
(2)
1,437,570
125,165
83,685
1,646,420
Store impairment and lease abandonment charges
4,601
—
—
4,601
Segment gross profit
816,970
43,473
41,227
901,670
Segment selling, general and administrative expenses
589,884
39,379
16,533
645,796
Segment income from operations
$
227,086
$
4,094
$
24,694
$
255,874
Less general corporate expenses
36,115
Income from operations
$
219,759
Other income, net
13,675
Income before income taxes
$
233,434
(1)
Eliminated from Wholesale segment net sales were intercompany sales of $
1,686
and $
4,478
for the three and six months ended July 31, 2025, respectively, and $
1,962
and $
5,109
for the three and six months ended July 31, 2024, respectively.
(2)
Eliminated from Wholesale segment cost of sales were intercompany charges of $
1,740
and $
4,558
for the three and six months ended July 31, 2025, respectively, and $
1,956
and $
5,051
for the three and six months ended July 31, 2024, respectively.
18
July 31,
January 31,
July 31,
2025
2025
2024
Inventory
Retail operations
$
635,294
$
556,522
$
552,345
Wholesale operations
60,905
64,624
52,322
Total inventory
$
696,199
$
621,146
$
604,667
Rental product, net
(1)
Subscription operations
$
230,091
$
216,126
$
193,115
(1)
Rental product, net is included in "Other assets" in the Condensed Consolidated Balance Sheets.
Property and equipment, net
Retail operations
$
1,235,930
$
1,197,157
$
1,185,279
Subscription operations
137,838
130,715
126,544
Wholesale operations
3,043
3,205
3,100
Total property and equipment, net
$
1,376,811
$
1,331,077
$
1,314,923
The following tables summarize net sales and percentage of net sales from contracts with customers by merchandise category and by segment:
Three Months Ended
July 31,
2025
2024
Net sales
Apparel
$
898,361
70
%
$
832,428
70
%
Home
165,011
13
%
162,258
14
%
Accessories
163,450
13
%
148,845
12
%
Other
62,447
4
%
52,925
4
%
Retail operations
1,289,269
100
%
1,196,456
100
%
Subscription operations
138,932
90,696
Apparel
72,629
95
%
60,502
94
%
Accessories
3,628
5
%
4,042
6
%
Other
297
0
%
263
0
%
Wholesale operations
(1)
76,554
100
%
64,807
100
%
Total net sales
$
1,504,755
$
1,351,959
19
Six Months Ended
July 31,
2025
2024
Net sales
Apparel
$
1,681,366
69
%
$
1,575,383
70
%
Home
312,698
13
%
304,357
13
%
Accessories
310,139
13
%
278,109
12
%
Other
115,576
5
%
101,292
5
%
Retail operations
2,419,779
100
%
2,259,141
100
%
Subscription operations
263,286
168,638
Apparel
140,244
93
%
117,043
94
%
Accessories
10,400
7
%
7,390
6
%
Other
547
0
%
479
0
%
Wholesale operations
(1)
151,191
100
%
124,912
100
%
Total net sales
$
2,834,256
$
2,552,691
(1)
Net of intersegment elimination.
The Apparel category includes intimates and activewear. The Home category includes home furnishings, electronics, gifts and decorative items. The Accessories category includes footwear, jewelry and handbags. The Other category includes beauty and shipping and handling revenue.
The Company has foreign operations primarily in Europe and Canada. Revenues and long-lived assets, based upon the Company’s domestic and foreign operations, are as follows:
July 31,
January 31,
July 31,
2025
2025
2024
Property and equipment, net
Domestic operations
$
1,223,526
$
1,188,769
$
1,162,995
Foreign operations
153,285
142,308
151,928
Total property and equipment, net
$
1,376,811
$
1,331,077
$
1,314,923
Three Months Ended
Six Months Ended
July 31,
July 31,
2025
2024
2025
2024
Net Sales
Domestic operations
$
1,304,771
$
1,175,450
$
2,476,921
$
2,234,373
Foreign operations
199,984
176,509
357,335
318,318
Total net sales
$
1,504,755
$
1,351,959
$
2,834,256
$
2,552,691
20
Item 2. Management’s Discussion and Analysis of
Financial Condition and Results of Operations
Certain matters contained in this filing with the United States Securities and Exchange Commission (“SEC”) may contain forward-looking statements and are being made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. When used in this Quarterly Report on Form 10-Q, 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, the effects of the implementation of the United Kingdom's withdrawal from membership in the European Union (commonly referred to as “Brexit”), including currency fluctuations, economic conditions and legal or regulatory changes, any effects of war, including geopolitical instability, impacts of the conflict 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 (such as the coronavirus (COVID-19)), 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 SEC, including those set forth in Item 1A of our Annual Report on Form 10-K for the fiscal year ended January 31, 2025, filed on April 1, 2025. We disclaim 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.
Unless the context otherwise requires, all references to the “Company,” “we,” “us” or “our” refer to Urban Outfitters, Inc., together with its subsidiaries.
Overview
We operate under three reportable segments – Retail, Subscription and Wholesale. Our Retail segment primarily includes our Anthropologie, Free People, FP Movement and Urban Outfitters brands. Our Retail segment products and services are sold directly to our customers through our retail locations, websites, mobile applications, social media and third-party digital platforms, catalogs and customer contact centers and franchisee-owned stores. Our 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. Our Wholesale segment includes our Free People, FP Movement and Urban Outfitters brands that sell through department and specialty stores worldwide, digital businesses and our Retail segment. Our Wholesale segment primarily designs, develops and markets apparel, intimates, activewear and shoes.
Our fiscal year ends on January 31. All references to our fiscal years refer to the fiscal years ended on January 31 in those years. For example, our fiscal year 2026 will end on January 31, 2026, and our fiscal year 2025 ended on January 31, 2025.
As used in this document, unless otherwise defined, "Anthropologie" refers to our Anthropologie and Terrain brands and "Free People" refers to our Free People and FP Movement brands.
21
Macroeconomic Environment and Other Recent Developments
During 2025, the U.S. government enacted significant changes to its tariff regime that increased rates on virtually all imports. Certain foreign jurisdictions have responded with reciprocal tariffs which resulted in corresponding actions by the U.S. government. Certain of these tariffs have been paused or modified from time to time and the uncertainty of tariff rates among multiple jurisdictions is contributing to overall macroeconomic volatility and increasing recessionary concerns. The potential for additional tariff increases may continue to result in increased reciprocal tariffs or other restrictive trade measures by the U.S. or foreign jurisdictions. These factors may continue to contribute to uncertain global economic conditions (including inflationary costs, consumer spending patterns and volatility in foreign currencies), which may impact our operations.
We have been and continue to regularly evaluate global trade policies and take appropriate actions when necessary to mitigate the risks associated with tariffs. These actions include:
•
Negotiating better terms with our vendors;
•
Shifting our countries of origin where enabled by dual sourcing most of our own branded products (we currently have no single country that represents the majority of our production);
•
Shifting our mode of transportation from air to ocean; and
•
Gently raising prices in a strategic fashion where we believe we could without affecting the overall customer experience.
We currently believe that tariffs could have a negative impact on our financial results.
On July 4, 2025, the United States enacted legislation commonly referred to as the One Big Beautiful Bill Act which includes various tax provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions like bonus depreciation. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. This legislation, enacted during the second quarter of fiscal 2026, did not have a material impact on the Company's interim period income tax provision. The Company continues to assess the impact of the legislation on our consolidated financial statements. We do not expect a material impact to our financial statements for the fiscal year ending January 31, 2026, however, additional guidance from the Internal Revenue Service and U.S. Treasury may affect the interpretation and application of certain provisions.
Retail Segment
Our Retail segment omni-channel strategy enhances our 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. Our investments in areas such as marketing campaigns and technology advancements are designed to generate demand for the Retail segment omni-channel and not the separate store or digital channels. We manage and analyze our performance based on a single Retail segment omni-channel rather than separate channels and believe that the Retail segment omni-channel results present the most meaningful and appropriate measure of our performance.
Our comparable Retail segment net sales data is equal to the sum of our comparable store and comparable digital channel net sales. A store is considered to be comparable if it has been open at least 12 full months, unless it was materially expanded or remodeled within that year or was not otherwise operating at its full capacity within that year due to store specific closures from events such as damage from fire, flood and natural weather events. A digital channel is considered to be comparable if it has been operational for at least 12 full months. Sales from stores and digital channels that do not fall within the definition of comparable store or digital channel are considered to be non-comparable. Franchise net sales and the effects of foreign currency translation are also considered non-comparable.
We monitor Retail segment metrics including customer traffic, conversion rates and average units per transaction at our stores and on our websites and mobile applications. We also monitor average unit selling price and transactions at our stores and average order value on our websites and mobile applications. We believe that changes in any of these metrics may be caused by a response to our brands’ fashion offerings, our marketing campaigns, circulation of our catalogs and an overall growth in brand recognition.
22
Net sales from the Retail segment accounted for approximately 85.4% of consolidated net sales for the six months ended July 31, 2025, compared to 88.5% for the comparable period in fiscal 2025.
The Anthropologie brand tailors its merchandise and inviting store environment to sophisticated and contemporary women aged 28 to 45. The internally designed and third-party brand product assortment includes women’s apparel, accessories, intimates, shoes, furniture, home decor and beauty and wellness. The brand also has a bridal collection consisting of wedding, bridesmaid and party dresses, accessories and decor. The Terrain brand is designed to appeal to women and men interested in a creative and sophisticated outdoor living and gardening experience. Merchandise includes lifestyle home, garden and outdoor living products, antiques, live plants, flowers, wellness products and accessories. Anthropologie stores are located in specialty centers, upscale street locations and enclosed malls. Anthropologie operates websites and mobile applications that capture the spirit of its brands by offering a similar yet broader selection of merchandise as found in its stores, offers catalogs in North America that markets select merchandise, most of which is also available in Anthropologie brand stores and sells merchandise through franchisee-owned stores in the Middle East. Anthropologie's North American Retail segment net sales accounted for approximately 46.8% of total Retail segment net sales for the six months ended July 31, 2025, compared to approximately 46.7% for the comparable period in fiscal 2025. European Retail segment net sales accounted for approximately 1.8% of total Retail segment net sales for both the six months ended July 31, 2025, and the comparable period in fiscal 2025.
The Free People brand focuses its product offering on private label merchandise targeted to young contemporary women aged 25 to 30 and provides a unique merchandise mix of casual women’s apparel, intimates, activewear, shoes, accessories, home products, gifts and beauty and wellness. The FP Movement brand offers performance-ready activewear, beyond-the-gym staples and wellness essentials. Free People stores are located in enclosed malls, upscale street locations and specialty centers. Free People operates websites and mobile applications that capture the spirit of its brands by offering a similar yet broader selection of merchandise as found in its stores, as well as substantially all of the Free People and FP Movement brands’ wholesale offerings. Free People also offers catalogs that market select merchandise, most of which is also available in our Free People stores. Free People's North American Retail segment net sales accounted for approximately 24.4% of total Retail segment net sales for the six months ended July 31, 2025, compared to approximately 23.9% for the comparable period in fiscal 2025. European Retail segment net sales accounted for approximately 1.4% of total Retail segment net sales for the six months ended July 31, 2025, compared to approximately 1.3% for the comparable period in fiscal 2025.
Urban Outfitters targets young adults aged 18 to 28 through a unique merchandise mix, compelling store environment, social media and third-party digital platforms, websites and mobile applications and a product offering that includes women’s and men’s fashion apparel, activewear, intimates, footwear, accessories, home goods, electronics and beauty. A large portion of our merchandise is exclusive to Urban Outfitters, consisting of an assortment of products designed internally or designed in collaboration with third-party brands. Urban Outfitters stores are located in street locations in large metropolitan areas and select university communities, specialty centers and enclosed malls that accommodate our customers’ propensity not only to shop, but also to congregate with their peers. Urban Outfitters operates websites and mobile applications that capture the spirit of the brand by offering a similar yet broader selection of merchandise as found in its stores and sells merchandise through franchisee-owned stores in the Middle East. Urban Outfitters’ North American Retail segment net sales accounted for approximately 15.2% of total Retail segment net sales for the six months ended July 31, 2025, compared to approximately 16.8% for the comparable period in fiscal 2025. European Retail segment net sales accounted for approximately 9.6% of total Retail segment net sales for the six months ended July 31, 2025, compared to approximately 8.8% for the comparable period in fiscal 2025.
Menus & Venues focuses on a dining and event experience that provides excellence in food, beverage and service. Menus & Venues net sales accounted for less than 1.0% of total Retail segment net sales for both the six months ended July 31, 2025, and the comparable period in fiscal 2025.
23
Store data for the six months ended July 31, 2025 was as follows:
January 31,
Stores
Stores
July 31,
2025
Opened
Closed
2025
Urban Outfitters
North America
187
1
(2
)
186
Europe
68
3
—
71
Urban Outfitters Global Total
255
4
(2
)
257
Anthropologie
North America
222
4
—
226
Europe
17
—
—
17
Anthropologie Global Total
239
4
—
243
Free People
Free People Brand
North America
156
7
(2
)
161
Europe
11
2
—
13
Free People Brand Global Total
167
9
(2
)
174
FP Movement Brand
(1)
63
10
—
73
Free People Global Total
230
19
(2
)
247
Menus & Venues
(2)
9
—
—
9
Total Company-Owned Stores
733
27
(4
)
756
Franchisee-Owned Stores
(3)
9
—
—
9
Total URBN
742
27
(4
)
765
(1)
FP Movement brand stores are all located in North America.
(2)
Menus & Venues includes various casual restaurants and event venues, all of which are located in North America.
(3)
Franchisee-owned stores are located in the Middle East.
Selling square footage by brand as of July 31, 2025 and 2024 was as follows:
July 31,
July 31,
2025
2024
Change
Selling square footage (in thousands):
Urban Outfitters
2,172
2,249
-3.4
%
Anthropologie
1,805
1,812
-0.4
%
Free People Brand
391
365
7.1
%
FP Movement Brand
108
63
71.4
%
Total URBN
(1)
4,476
4,489
-0.3
%
(1)
Menus & Venues locations and franchisee-owned stores are not included in selling square footage.
We plan for future store growth for our brands to come from expansion domestically and internationally, which may include opening stores in new and existing markets or entering into additional franchise or joint venture agreements. We plan for future digital channel growth to come from expansion domestically and internationally.
24
Projected store openings and closings for fiscal 2026 are as follows:
January 31,
Projected
Projected
January 31,
2025
Openings
Closings
2026
Urban Outfitters
255
10
(10
)
255
Anthropologie
239
16
(3
)
252
Free People Brand
167
18
(4
)
181
FP Movement Brand
63
25
88
Menus & Venues
9
—
—
9
Total Company-Owned Stores
733
69
(17
)
785
Franchisee-Owned Stores
9
—
—
9
Total URBN
742
69
(17
)
794
Subscription Segment
Our Subscription segment includes the Nuuly brand, which is primarily a monthly women’s apparel subscription rental service. For a monthly fee, Nuuly subscribers can rent product from a wide selection of the Company’s own brands, third-party brands and one-of-a-kind vintage pieces via a custom-built digital platform. Subscribers select their products each month, wear them as often as they like and then swap into new products the following month. Subscribers are also able to purchase rental product. Our Subscription segment net sales accounted for approximately 9.3% of consolidated net sales for the six months ended July 31, 2025, compared to approximately 6.6% for the comparable period in fiscal 2025.
Wholesale Segment
Our Wholesale segment includes the Free People, FP Movement and Urban Outfitters brands that sell through department and specialty stores worldwide, third-party digital businesses and our Retail segment. The Wholesale segment primarily designs, develops and markets young women’s contemporary casual apparel, intimates, FP Movement activewear and shoes under the Free People and FP Movement brands and the BDG and “iets frans” apparel collections under the Urban Outfitters brand. Our Wholesale segment net sales accounted for approximately 5.3% of consolidated net sales for the six months ended July 31, 2025, compared to 4.9% for the comparable period in fiscal 2025.
Critical Accounting Policies and Estimates
Our Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States. These generally accepted accounting principles require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, net sales and expenses during the reporting period.
Our significant accounting policies are described in Note 2, “Summary of Significant Accounting Policies,” in the Notes to our Consolidated Financial Statements for the fiscal year ended January 31, 2025, which are included in our Annual Report on Form 10-K filed with the SEC on April 1, 2025. Critical accounting policies are those that are most important to the portrayal of our financial condition, results of operations and cash flows and require management’s most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. If actual results were to differ significantly from estimates made, the reported results could be materially affected. We are not currently aware of any reasonably likely events or circumstances that would cause our actual results to be materially different from our estimates. There have been no significant changes to our critical accounting policies during the six months ended July 31, 2025.
25
Results of Operations
As a Percentage of Net Sales
The tables below set forth, for the periods indicated, certain income statement data and the percentage of our net sales represented by such data. The tables should be read in conjunction with the discussion that follows.
Three Months Ended July 31, 2025 (Fiscal 2026) Compared To
Three Months Ended July 31, 2024 (Fiscal 2025)
(amounts in millions)
Three Months Ended
July 31,
2025
2024
Net sales
$
1,504.8
100.0
%
$
1,352.0
100.0
%
Cost of sales
938.6
62.4
858.7
63.5
Gross profit
566.2
37.6
493.3
36.5
Selling, general and administrative expenses
391.8
26.0
348.2
25.8
Income from operations
174.4
11.6
145.1
10.7
Other income, net
8.9
0.6
7.5
0.6
Income before income taxes
183.3
12.2
152.6
11.3
Income tax expense
39.4
2.6
35.1
2.6
Net income
$
143.9
9.6
%
$
117.5
8.7
%
Net sales for the second quarter of fiscal 2026 were $1.50 billion, compared to $1.35 billion in the second quarter of fiscal 2025. The $152.8 million increase was attributable to a $92.8 million, or 7.8%, increase in Retail segment net sales, a $48.2 million, or 53.2%, increase in Subscription segment net sales and an $11.8 million, or 18.1%, increase in Wholesale segment net sales.
The increase in our Retail segment net sales during the second quarter of fiscal 2026 was due to an increase of $65.0 million, or 5.6%, in Retail segment comparable net sales and an increase of $27.8 million in non-comparable net sales. Retail segment comparable net sales increased 6.7% at Free People, 5.7% at Anthropologie and 4.2% at Urban Outfitters. Retail segment comparable net sales increased in both North America and Europe. The overall increase in Retail segment comparable net sales was driven by mid single-digit positive growth in both retail store net sales and digital channel net sales. Comparable store net sales increased as a result of higher store traffic, transactions, average unit retail and conversion rate, while units per transaction decreased. The digital channel comparable net sales increase was driven by increases in sessions and units per transaction, while conversion rate was flat and average order value decreased. The increase in non-comparable net sales during the second quarter of fiscal 2026 was primarily due to the impact of the 46 net new Company-owned stores opened since the prior comparable period.
The increase in Subscription segment net sales was primarily driven by a 48.1% increase in the average number of active subscribers in the second quarter of fiscal 2026 as compared to the second quarter of fiscal 2025. The increase in Wholesale segment net sales in the second quarter of fiscal 2026 was driven by an $11.8 million, or 19.5%, increase in Free People wholesale net sales as compared to the second quarter of fiscal 2025, primarily due to an increase in net sales to specialty customers.
Gross profit percentage for the second quarter of fiscal 2026 increased by 113 basis points to 37.6% of net sales compared to 36.5% of net sales in the second quarter of fiscal 2025. Gross profit increased to $566.2 million in the second quarter of fiscal 2026 from $493.3 million in the second quarter of fiscal 2025. The increase in gross profit rate was primarily due to improved Retail segment markdowns, largely driven by lower markdowns at the Urban Outfitters brand, and leverage in occupancy costs due to the increase in comparable Retail segment and Subscription segment net sales. The increase in gross profit dollars was due to higher net sales and the improved gross profit rate.
Total inventory at July 31, 2025, as compared to July 31, 2024, increased by $91.5 million, or 15.1%, to $696.2 million. Total Retail segment inventory increased by 15.0% and Retail segment comparable inventory increased by
26
11.3%. Wholesale segment inventory increased by 16.4%. The increase in inventory for both segments was due to increased net sales and planned early receipts of merchandise.
Selling, general and administrative expenses increased by $43.6 million, or 12.5%, in the second quarter of fiscal 2026, compared to the second quarter of fiscal 2025. Selling, general and administrative expenses as a percentage of net sales increased in the second quarter of fiscal 2026 to 26.0% of net sales, compared to 25.8% of net sales in the second quarter of fiscal 2025. The deleverage in selling, general and administrative expenses as a percentage of net sales was primarily related to increased marketing expenses to support customer growth and increased sales in the Retail and Subscription segments. The dollar growth in selling, general and administrative expenses was primarily related to increased marketing expenses to support customer growth and increased sales in the Retail and Subscription segments, as well as increased store payroll expenses to support the Retail segment stores net sales growth.
Income from operations was 11.6% of net sales, or $174.4 million, for the second quarter of fiscal 2026 compared to 10.7% of net sales, or $145.1 million, for the second quarter of fiscal 2025. The increase in operating income dollars was driven by the increase in gross profit dollars. The increase in operating income rate was driven by the improved gross profit rate.
Our effective tax rate for the second quarter of fiscal 2026 was 21.5%, compared to 23.0% in the second quarter of fiscal 2025. The decrease in the effective tax rate for the three months ended July 31, 2025, was primarily attributable to the ratio of foreign taxable earnings to global taxable earnings and the release of certain state and local valuation allowances.
Six Months Ended July 31, 2025 (Fiscal 2026) Compared To
Six Months Ended July 31, 2024 (Fiscal 2025)
(amounts in millions)
Six Months Ended
July 31,
2025
2024
Net sales
$
2,834.3
100.0
%
$
2,552.7
100.0
%
Cost of sales (excluding store impairment and lease abandonment charges)
1,779.1
62.8
1,646.4
64.5
Store impairment and lease abandonment charges
—
—
4.6
0.2
Gross profit
1,055.2
37.2
901.7
35.3
Selling, general and administrative expenses
752.6
26.5
681.9
26.7
Income from operations
302.6
10.7
219.8
8.6
Other income, net
18.5
0.6
13.6
0.5
Income before income taxes
321.1
11.3
233.4
9.1
Income tax expense
68.9
2.4
54.1
2.1
Net income
$
252.2
8.9
%
$
179.3
7.0
%
Net sales for the six months ended July 31, 2025 were $2.83 billion, compared to $2.55 billion in the comparable period of fiscal 2025. The $281.6 million increase was attributable to a $160.7 million, or 7.1%, increase in Retail segment net sales, a $94.6 million, or 56.1%, increase in Subscription segment net sales and a $26.3 million, or 21.0%, increase in Wholesale segment net sales.
The increase in our Retail segment net sales during the first six months of fiscal 2026 was due to an increase of $114.0 million, or 5.2%, in Retail segment comparable net sales and an increase of $46.7 million in non-comparable net sales. Retail segment comparable net sales increased 6.3% at Anthropologie, 5.0% at Free People and 3.2% at Urban Outfitters. Retail segment comparable net sales increased in both North America and Europe. The overall increase in Retail segment comparable net sales was driven by mid single-digit positive growth in both retail store net sales and digital channel net sales. Comparable store net sales increased as a result of higher store traffic, transactions and conversion rate, while average unit retail and units per transaction decreased. The digital channel comparable net sales increase was driven by increases in sessions and units per transaction, while conversion rate was flat and average
27
order value decreased. The increase in non-comparable net sales during the first six months of fiscal 2026 was primarily due to the impact of the 50 net new Company-owned stores opened since the prior comparable period.
The increase in Subscription segment net sales was primarily driven by a 50.3% increase in the average number of active subscribers in the first six months of fiscal 2026 as compared to the comparable period of fiscal 2025. The increase in Wholesale segment net sales in the first six months of fiscal 2026 was driven by a $26.1 million, or 22.4%, increase in Free People wholesale net sales as compared to the first six months of fiscal 2025, primarily due to an increase in net sales to specialty customers.
Gross profit percentage for the first six months of fiscal 2026 increased by 191 basis points to 37.2% of net sales compared to 35.3% of net sales in the comparable period of fiscal 2025. Gross profit increased to $1.06 billion in the first six months of fiscal 2026 from $901.7 million in the comparable period of fiscal 2025. The gross profit rate benefited from a non-recurring gain of $4.8 million, or 17 basis points, recorded in the first quarter of fiscal 2026 and store impairment and lease abandonment charges of $4.6 million, or 18 basis points, recorded in the first quarter of fiscal 2025 and not repeated in the current year period. The remaining 156 basis point increase in gross profit rate was primarily due to improved Retail segment markdowns, largely driven by lower markdowns at the Urban Outfitters brand, and leverage in occupancy costs due to the increase in comparable Retail segment and Subscription segment net sales. The increase in gross profit dollars was due to higher net sales and the improved gross profit rate.
Selling, general and administrative expenses increased by $70.7 million, or 10.4%, in the first six months of fiscal 2026, compared to the comparable period of fiscal 2025. Selling, general and administrative expenses as a percentage of net sales decreased in the first six months of fiscal 2026 to 26.5% of net sales, compared to 26.7% of net sales in the comparable period of fiscal 2025. The leverage in selling, general and administrative expenses as a percentage of net sales was primarily related to lower litigation expenses in the current year period as compared to the prior year period. The dollar growth in selling, general and administrative expenses was primarily related to increased marketing expenses to support customer growth and increased sales in the Retail and Subscription segments, as well as increased store payroll expenses to support the Retail segment stores net sales growth.
Income from operations was 10.7% of net sales, or $302.6 million, for the first six months of fiscal 2026 compared to 8.6% of net sales, or $219.8 million, for the comparable period of fiscal 2025. The increase in operating income dollars was primarily driven by the increase in gross profit dollars. The increase in operating income rate was primarily driven by the improved gross profit rate.
Our effective tax rate for the first six months of fiscal 2026 was 21.5%, compared to 23.2% in the first six months of fiscal 2025. The decrease in the effective tax rate for the six months ended July 31, 2025, was primarily attributable to the ratio of foreign taxable earnings to global taxable earnings and the release of certain state and local valuation allowances.
Liquidity and Capital Resources
The following tables set forth certain balance sheet and cash flow data for the periods indicated. These tables should be read in conjunction with the discussion that follows:
(amounts in millions)
July 31,
January 31,
July 31,
2025
2025
2024
Cash, cash equivalents and marketable securities
$
989.2
$
1,020.6
$
771.0
Working capital
523.2
417.1
463.5
28
Six Months Ended
July 31,
2025
2024
Net cash provided by operating activities
$
251.0
$
163.8
Net cash used in investing activities
(32.0
)
(61.1
)
Net cash used in financing activities
(180.6
)
(69.1
)
The increase in working capital as of July 31, 2025, as compared to January 31, 2025, was primarily due to an increase in inventory. The increase in working capital as of July 31, 2025, as compared to July 31, 2024, was primarily due to an increase in inventory and the increase in cash, cash equivalents and current marketable securities, partially offset by the timing of disbursements.
During the last two years, we have satisfied our cash requirements primarily through our cash flow from operating activities and through the sales and maturities of marketable securities. Our primary uses of cash have been to fund business operations, purchase inventory and rental product, repurchase our common shares, open new stores and expand and improve our distribution network.
Cash Flows from Operating Activities
Our major source of cash from operations was merchandise sales and our primary outflow of cash from operations was for the payment of operational costs. The increase in cash provided by operating activities in the first six months of fiscal 2026 compared to the first six months of fiscal 2025 was primarily due to higher net income in the first six months of fiscal 2026 compared to the first six months of fiscal 2025.
Cash Flows from Investing Activities
Cash used in investing activities in the first six months of fiscal 2026 and fiscal 2025 primarily related to the purchases of marketable securities and property and equipment, partially offset by the sales and maturities of marketable securities. Cash paid for property and equipment in the first six months of fiscal 2026 and 2025 was $107.5 million and $98.9 million, respectively, which was primarily used to expand our store base and distribution network in both periods.
Cash Flows from Financing Activities
Cash used in financing activities in the first six months of fiscal 2026 and the first six months of fiscal 2025 primarily related to repurchases of our common shares under our share repurchase program and from employees to meet payroll tax withholding requirements on vested share-based awards.
Credit Facilities
See Note 5, “Debt,” of the Notes to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional information regarding the Company’s debt.
Capital and Operating Expenditures
During fiscal 2026, we plan to open approximately 69 new Company-owned retail locations, expand or relocate certain existing retail locations, expand our home office to support our growing business, invest in our distribution network, invest in new products, markets and brands, purchase inventory and rental product for our operating segments at levels appropriate to maintain our planned sales volumes, upgrade our systems, improve and expand our digital capabilities, invest in omni-channel marketing when appropriate and repurchase our common shares. We believe that our new brand initiatives, new store openings, merchandise expansion programs, international growth opportunities and our marketing, social media, website and mobile initiatives are significant contributors to our sales growth and plan to continue our investment in these initiatives for all brands. We anticipate our capital expenditures during fiscal 2026 will be approximately $270 million primarily related to retail store expansion and support, technology and distribution network investments and home office expansion to support our growing business. All fiscal 2026 capital
29
expenditures are expected to be financed by cash flow from operating activities and existing cash and cash equivalents. We believe that our new store investments generally have the potential to generate positive cash flow within a year. We may also enter into one or more acquisitions or transactions related to the expansion of our brand offerings, including additional franchise and joint venture agreements. We believe that our existing cash and cash equivalents, availability under our current credit facilities and future cash flows provided by operations will be sufficient to fund these initiatives.
Share Repurchases
See Note 8, “Shareholders’ Equity,” of the Notes to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional information regarding the Company’s share repurchases.
Other Matters
See Note 1, “Basis of Presentation,”
Recent Accounting Pronouncements
, of the Notes to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for a description of recent accounting pronouncements.
Item 3. Quantitative and Qualitat
ive Disclosures About Market Risk
There have been no material changes to our quantitative or qualitative disclosures found in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025.
Item 4. Controls
and Procedures
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed by us in our Securities Exchange Act of 1934 reports is recorded, processed, summarized and reported on a timely basis and that such information is accumulated and communicated to management, including the Principal Executive Officer and the Principal Financial Officer, as appropriate, to allow timely decisions regarding the required disclosure. As of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was performed under the supervision and with the participation of our management, including the Principal Executive Officer and the Principal Financial Officer, of the effectiveness of the design and operation of these disclosure controls and procedures. Based on that evaluation, the Principal Executive Officer and the Principal Financial Officer concluded that our disclosure controls and procedures were effective.
There have been no changes in our internal controls over financial reporting during the three months ended July 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
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PART
II
OTHER INFORMATION
Item 1. Legal
Proceedings
We are 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 our financial position, results of operations or cash flows.
Item 1A. Ri
sk Factors
There have been no material changes in our risk factors since January 31, 2025. Please refer to our Annual Report on Form 10-K for the fiscal year ended January 31, 2025, filed with the SEC on April 1, 2025, for our risk factors.
Item 5. Other Information
On
July 10, 2025
,
Richard A. Hayne
,
Chief Executive Officer and Chairman of the Board of Directors
,
adopted
a Rule 10b5-1 trading arrangement for the sale of up to
800,000
common shares of the Company commencing October 10, 2025 and continuing through October 9, 2026 that was intended to satisfy the affirmative defense of Rule 10b5-1(c). Mr. Hayne established the plan for personal estate planning purposes.
On
July 10, 2025
, a trust of which
Margaret A. Hayne
,
Co-President and Chief Creative Officer, and a director
of the Company, is one of three trustees,
adopted
a Rule 10b5-1 trading arrangement for the sale of up to
700,000
common shares of the Company commencing October 10, 2025 and continuing through October 9, 2026 that was intended to satisfy the affirmative defense of Rule 10b5-1(c). The trust is for the benefit of one of Mr. and Ms. Haynes’ children.
Investors should anticipate regular filings of Form 4s by Mr. Hayne and by Ms. Hayne throughout the duration of the plan, reflecting these pre-scheduled transactions.
On
July 10, 2025
,
Harry S. Cherken, Jr
., a
director
of the Company,
adopted
a Rule 10b5-1 trading arrangement, for the sale of up to
33,820
common shares of the Company commencing October 9, 2025 and continuing through February 27, 2026, that was intended to satisfy the affirmative defense of Rule 10b5-1(c). On
August 26, 2025
, Mr. Cherken
terminated
that trading arrangement.
Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
* Filed herewith
** Furnished herewith
Attached as Exhibits 101 to this report are the following financial statements from the Company’s Quarterly Report on Form 10-Q for the three and six months ended July 31, 2025, filed with the Securities and Exchange Commission on September 9, 2025, formatted in inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Income; (iii) the Condensed Consolidated Statements of Comprehensive Income; (iv) the Condensed Consolidated Statements of Shareholders’ Equity; (v) the Condensed Consolidated Statements of Cash Flows and (vi) the Notes to Condensed Consolidated Financial Statements.
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SIGNAT
URES
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, thereunto duly authorized.
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