UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________to __________
Commission file number 000-22754
A. Full title of the plan and address of the plan, if different from that of the issuer named below:
Urban Outfitters, Inc. 401(k) Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Urban Outfitters, Inc.
5000 South Broad Street
Philadelphia, PA 19112-1495
Report of Independent Registered Public Accounting Firm
Plan Administrator and Participants
Urban Outfitters, Inc. 401(k) Savings Plan
Philadelphia, Pennsylvania
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Urban Outfitters, Inc. 401(k) Savings Plan (the “Plan”) as of December 31, 2025 and 2024, the related statement of changes in net assets available for benefits for the year ended December 31, 2025, and the related notes (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2025 and 2024, and the changes in net assets available for benefits for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by the Plan’s management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental information in the accompanying schedule of assets (held at the end of year) as of December 31, 2025, and the schedule of delinquent participant contributions for the year ended December 31, 2025, have been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but included supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ BDO USA, P.C.
We have served as the Plan’s auditor since 2011.
Philadelphia, Pennsylvania
June 18, 2026
URBAN OUTFITTERS, INC.
401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2025 AND 2024
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December 31, |
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2025 |
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2024 |
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Assets |
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Investments, at fair value (see Note 3) |
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$ |
512,159,565 |
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$ |
415,726,920 |
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Receivables: |
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Notes receivable from participants |
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4,535,545 |
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4,031,289 |
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Total Assets |
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516,695,110 |
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419,758,209 |
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Liabilities |
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Refundable contributions |
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3,444,046 |
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1,415,501 |
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Total Liabilities |
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3,444,046 |
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1,415,501 |
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Net Assets Available for Benefits |
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$ |
513,251,064 |
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$ |
418,342,708 |
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The accompanying notes are an integral part of these financial statements.
URBAN OUTFITTERS, INC.
401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2025
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Year Ended |
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December 31, 2025 |
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Additions |
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Investment income: |
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Net appreciation in fair value of investments |
$ |
79,422,377 |
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Interest and dividends |
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618,911 |
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Total net investment income |
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80,041,288 |
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Interest income on notes receivable from participants |
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332,408 |
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Contributions: |
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Participants |
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35,272,273 |
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Employer |
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10,455,440 |
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Rollovers (see Note 1) |
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4,695,297 |
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Total contributions |
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50,423,010 |
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Total additions |
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130,796,706 |
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Deductions |
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Benefits paid to participants |
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(35,309,359 |
) |
Administrative expenses |
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(578,991 |
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Total deductions |
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(35,888,350 |
) |
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Net increase in net assets |
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94,908,356 |
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Net Assets Available for Benefits |
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Beginning of year |
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418,342,708 |
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End of year |
$ |
513,251,064 |
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The accompanying notes are an integral part of these financial statements.
URBAN OUTFITTERS, INC. 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
The following description of the Urban Outfitters, Inc. 401(k) Savings Plan (the “Plan”) provides only general information. Participants should refer to the Plan documents for a more complete description of the Plan’s provisions.
General
The Plan is a defined contribution 401(k) plan covering substantially all employees of Urban Outfitters, Inc. (the “Company”) that have attained age 18. Effective March 3, 2025, eligible employees are able to participate in the Plan upon completing one month of service. Prior to March 3, 2025, eligible employees were able to participate in the Plan upon completing three months of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended.
The Plan is administered by a committee consisting of members appointed by the board of directors of the Company and the Plan’s assets are managed by Fidelity Management Trust Company (“Fidelity”), the recordkeeper and custodian. State Street Global Advisors has been retained to serve as Independent Fiduciary for Urban Outfitters, Inc. common stock.
Contributions
Subject to certain limitations as outlined in the Plan documents, participants may elect to contribute from 1% to 25% of their eligible compensation, as defined, to the Plan. The Plan permits participants to make both pre-tax and certain after-tax (Roth) deferral contribution amounts. Participants who have attained age 50 before the end of the plan year are eligible to make catch-up contributions. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. Participants direct the investment of their contributions into various investment options offered by the Plan.
The Company may make matching contributions (allocated based on participant contributions for the year) and additional discretionary contributions (allocated based on participant compensation) to the Plan. To be eligible for employer contributions, a participant must have completed 12 months of continuous service. For the year ended December 31, 2025, the Company made matching contributions equal to 50% of the first 6% of an employee’s compensation deferred under the Plan. No additional discretionary contributions were made.
Rollovers
Rollovers represent transfers of account balances of certain participant contributions into certain investments of the Plan from other qualified plans or individual retirement accounts. The Plan does not accept rollovers of after-tax employee contributions. The Plan accepts rollovers of designated Roth contributions.
Participant Accounts
Each participant’s account is credited with the participant’s elective and rollover contributions, the Company’s contributions and an allocation of plan investment earnings (losses), and charged with withdrawals, distributions and fees. Participant accounts are charged quarterly with an allocation of administrative expenses that are paid by the Plan. Participant administrative expenses are based on a fixed flat fee. Allocations are based on account balances, or specific participant transactions, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account. Except as limited by the Company’s Insider Trading Policy and applicable laws, participants may change their investment options at any time.
Vesting
Participants are immediately vested in their contributions plus or minus actual earnings or losses thereon. Vesting in the Company’s contributions is graded over five years of credited service. Participants become 100% vested if separated from service due to retirement, death or disability.
Forfeitures
Participants forfeit non-vested Company contributions if their employment is terminated. Forfeited non-vested Company contributions are used first to pay administrative expenses of the Plan and then to reduce the Company’s contributions. As of December 31, 2025 and 2024, the Plan had forfeitures of approximately $1,000 and $2,000, respectively, available to pay administrative expenses or reduce future Company contributions. Forfeitures of approximately $631,000 were used to pay both administrative expenses and reduce Company contributions of the Plan for the year ended December 31, 2025.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other person(s) who administer(s) the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
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Urban Outfitters, Inc. 401(k) Savings Plan |
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Date: June 18, 2026 |
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By: |
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/s/ MELANIE MAREIN-EFRON |
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Melanie Marein-Efron Plan Administrator |