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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 25, 2025

URBAN OUTFITTERS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

 

 

Pennsylvania

000-22754

23-2003332

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

 

5000 South Broad Street, Philadelphia, PA

19112

(Address of principal executive offices)

(Zip Code)

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

N/A

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

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

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

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

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

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

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

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Shares, par value $.0001 per share

 

URBN

 

NASDAQ Global Select Market

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

Emerging growth company ☐

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

 


 

 

 

Item 8.01.

Other Events

On November 25, 2025, Urban Outfitters, Inc. (the “Company”) issued an earnings release, which is attached hereto as Exhibit 99.1 and incorporated herein by reference. The earnings release disclosed material non-public information regarding the Company’s earnings for the three and nine months ended October 31, 2025.

Item 9.01.

Financial Statements and Exhibits

Exhibit No.

Description

 

 

99.1

Earnings Release dated November 25, 2025 – Operating results for the three and nine months ended October 31, 2025

104

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

- 1 -

 


 

 

SIGNATURE

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

 

 

 

 

 

 

 

 

 

 

 

URBAN OUTFITTERS, INC.

 

 

 

 

 

 

Date: November 26, 2025

 

By:

/s/ Melanie Marein-Efron

 

 

 

 

Melanie Marein-Efron

 

 

 

 

Chief Financial Officer

- 2 -

 


EX-99.1 2 urbn-ex99_1.htm EX-99.1 EX-99.1

 

Exhibit 99.1

URBAN OUTFITTERS, INC.

Third Quarter Results

Philadelphia, PA – November 25, 2025

For Immediate Release

Contact:

Oona McCullough

 

 

Executive Director of Investor Relations

 

 

(215) 454-4806

URBN Reports Record Q3 Sales and Income

PHILADELPHIA, PA, November 25, 2025 – Urban Outfitters, Inc. (NASDAQ:URBN), a leading lifestyle products and services company which operates a portfolio of global consumer brands including the Anthropologie, Free People, FP Movement, Urban Outfitters and Nuuly brands, today announced record net income of $116.4 million and earnings per diluted share of $1.28 for the three months ended October 31, 2025. For the nine months ended October 31, 2025, net income was a record $368.7 million and earnings per diluted share were $4.01.

Total Company net sales for the three months ended October 31, 2025, increased 12.3% to a record $1.53 billion. Total Retail segment net sales increased 9.6%, with comparable Retail segment net sales increasing 8.0%. The increase in Retail segment comparable net sales was driven by high single-digit positive growth in both digital channel sales and retail store sales. Comparable Retail segment net sales increased 12.5% at Urban Outfitters, 7.6% at Anthropologie and 4.1% at Free People. Subscription segment net sales increased by 48.7% primarily driven by a 42.2% increase in average active subscribers in the current quarter versus the prior year quarter. Wholesale segment net sales increased 7.6% driven by an 8.4% increase in Free People wholesale sales primarily due to an increase in sales to specialty customers.

For the nine months ended October 31, 2025, total Company net sales increased 11.5% to a record $4.36 billion. Total Retail segment net sales increased 8.0%, with comparable Retail segment net sales increasing 6.1%. The increase in Retail segment comparable net sales was driven by mid single-digit positive growth in both retail store sales and digital channel sales. Comparable Retail segment net sales increased 6.8% at Anthropologie, 6.4% at Urban Outfitters and 4.7% at Free People. Subscription segment net sales increased by 53.4% primarily driven by a 47.3% increase in average active subscribers in the current period versus the prior year period. Wholesale segment net sales increased 15.7% driven by a 16.8% increase in Free People wholesale sales primarily due to an increase in sales to specialty customers.

“We are pleased to report record revenues, profits, and earnings per share for the quarter,” said Richard A. Hayne, Chief Executive Officer. “Trends observed last quarter have remained consistent with broad-based comparable sales growth and robust results in the Retail, Subscription, and Wholesale segments. These results underscore the strength of our diversified business model, which enables us to continue capturing market share, and drive consistent long-term growth,” finished Mr. Hayne.

 


 

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

 

Three Months Ended

 

 

Nine Months Ended

 

 

October 31,

 

 

October 31,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net sales by brand

 

 

 

 

 

 

 

 

 

 

 

Anthropologie

$

634,828

 

 

$

587,923

 

 

$

1,811,713

 

 

$

1,683,408

 

Free People

 

399,272

 

 

 

365,857

 

 

 

1,167,398

 

 

 

1,049,677

 

Urban Outfitters

 

339,848

 

 

 

300,577

 

 

 

946,524

 

 

 

887,550

 

Nuuly

 

144,629

 

 

 

97,232

 

 

 

407,915

 

 

 

265,870

 

Menus & Venues

 

10,773

 

 

 

10,266

 

 

 

30,056

 

 

 

28,041

 

Total Company

$

1,529,350

 

 

$

1,361,855

 

 

$

4,363,606

 

 

$

3,914,546

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales by segment

 

 

 

 

 

 

 

 

 

 

 

Retail Segment

$

1,296,454

 

 

$

1,182,557

 

 

$

3,716,233

 

 

$

3,441,698

 

Subscription Segment

 

144,629

 

 

 

97,232

 

 

 

407,915

 

 

 

265,870

 

Wholesale Segment

 

88,267

 

 

 

82,066

 

 

 

239,458

 

 

 

206,978

 

Total Company

$

1,529,350

 

 

$

1,361,855

 

 

$

4,363,606

 

 

$

3,914,546

 

For the three months ended October 31, 2025, the gross profit rate increased by 31 basis points compared to the three months ended October 31, 2024, and gross profit dollars increased 13.3% to $563.3 million from $497.3 million. For the nine months ended October 31, 2025, the gross profit rate increased by 135 basis points compared to the nine months ended October 31, 2024, and gross profit dollars increased 15.7% to $1.62 billion from $1.40 billion. The increase in gross profit rate for both periods was primarily due to improved Retail segment markdowns driven by lower markdowns at Urban Outfitters and Free People and leverage in store occupancy costs due to the increase in comparable Retail segment net sales, partially offset by deleverage in initial merchandise costs. The increase in gross profit dollars for both periods was due to higher net sales and the improved gross profit rate. Additionally, during the three and nine months ended October 31, 2025, the Company recorded store impairment charges of $2.0 million, and during the nine months ended October 31, 2024, the Company recorded store impairment and lease abandonment charges of $4.6 million.

As of October 31, 2025, total inventory increased by $46.5 million, or 5.9%, compared to total inventory as of October 31, 2024. Total Retail segment inventory increased by 6.3% and comparable Retail segment inventory increased by 7.4%. Wholesale segment inventory was flat. The increase in Retail segment inventory was due to increased sales.

For the three months ended October 31, 2025, selling, general and administrative expenses increased by $50.4 million, or 13.7%, compared to the three months ended October 31, 2024. Selling, general and administrative expenses deleveraged 32 basis points as a percentage of net sales compared to the three months ended October 31, 2024. For the nine months ended October 31, 2025, selling, general and administrative expenses increased by $121.1 million, or 11.5%, compared to the nine months ended October 31, 2024. Selling, general and administrative expenses were essentially flat as a percentage of net sales compared to the nine months ended October 31, 2024. The deleverage in selling, general and administrative expenses as a percentage of net sales for the three months ended October 31, 2025, was primarily related to increased marketing expenses to support customer growth and increased sales in the Retail and Subscription segments, partially offset by leverage in store payroll expenses due to the Retail segment stores net sales growth. The dollar growth in selling, general and administrative expenses for both periods 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.

The Company’s effective tax rate for the three months ended October 31, 2025, was 23.6%, compared to 24.2% in the three months ended October 31, 2024. The Company’s effective tax rate for the nine months ended October 31, 2025, was 22.2%, compared to 23.6% in the nine months ended October 31, 2024. The decrease in the effective tax rate for the three and nine months ended October 31, 2025, was primarily attributable to the ratio of foreign taxable earnings to global taxable earnings and the release of certain valuation allowances.

Net income for the three months ended October 31, 2025, was a record $116.4 million and earnings per diluted share were $1.28. Net income for the nine months ended October 31, 2025, was a record $368.7 million and earnings per diluted share were $4.01.

 


 

On June 4, 2019, the Company’s Board of Directors authorized the repurchase of 20 million common shares under a share repurchase program. During the nine months ended October 31, 2025, the Company repurchased and subsequently retired 3.3 million shares for approximately $152 million. During the twelve months ended January 31, 2025, the Company repurchased and subsequently retired 1.2 million shares for approximately $52 million. As of October 31, 2025, 14.7 million common shares were remaining under the program.

During the nine months ended October 31, 2025, the Company opened a total of 41 new retail locations including: 25 Free People stores (including 13 FP Movement stores), 9 Anthropologie stores and 7 Urban Outfitters stores; and closed 6 retail locations including: 4 Urban Outfitters stores and 2 Free People stores.

Urban Outfitters, Inc. offers lifestyle-oriented general merchandise and consumer products and services through a portfolio of global consumer brands comprised of 258 Urban Outfitters stores in the United States, Canada and Europe and websites; 253 Free People stores (including 76 FP Movement stores) in the United States, Canada and Europe, catalogs and websites; 248 Anthropologie stores in the United States, Canada and Europe, catalogs and websites; 9 Menus & Venues restaurants; 7 Urban Outfitters franchisee-owned stores and 2 Anthropologie franchisee-owned stores as of October 31, 2025. Free People, FP Movement and Urban Outfitters wholesale sell their products through department and specialty stores worldwide, digital businesses and the Company’s Retail segment. Nuuly is primarily a women’s apparel subscription rental service which offers a wide selection of rental product from the Company’s own brands, third-party brands and one-of-a-kind vintage pieces.

A conference call will be held today to discuss third quarter results and will be webcast at 5:00 pm. ET at: https://edge.media-server.com/mmc/p/m53ogmpi/.

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

This news release is being made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Certain matters contained in this release may contain forward-looking statements. When used in this release, the words “project,” “believe,” “plan,” “will,” “anticipate,” “expect” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any one, or all, of the following factors could cause actual financial results to differ materially from those financial results mentioned in the forward-looking statements: overall economic and market conditions (including current levels of inflation) and worldwide political events and the resultant impact on consumer spending patterns and our pricing power, the difficulty in predicting and responding to shifts in fashion trends, changes in the level of competitive pricing and promotional activity and other industry factors, 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 Securities and Exchange Commission. The Company disclaims any intent or obligation to update forward-looking statements even if experience or future changes make it clear that actual results may differ materially from any projected results expressed or implied therein.

###

(Tables follow)

 


 

URBAN OUTFITTERS, INC.

Condensed Consolidated Statements of Income

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

(unaudited)

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

October 31,

 

 

October 31,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net sales

$

1,529,350

 

 

$

1,361,855

 

 

$

4,363,606

 

 

$

3,914,546

 

Cost of sales (excluding store impairment and lease abandonment charges)

 

964,034

 

 

 

864,536

 

 

 

2,743,065

 

 

 

2,510,956

 

Store impairment and lease abandonment charges

 

1,989

 

 

 

 

 

 

1,989

 

 

 

4,601

 

          Gross profit

 

563,327

 

 

 

497,319

 

 

 

1,618,552

 

 

 

1,398,989

 

Selling, general and administrative expenses

 

419,008

 

 

 

368,628

 

 

 

1,171,619

 

 

 

1,050,539

 

          Income from operations

 

144,319

 

 

 

128,691

 

 

 

446,933

 

 

 

348,450

 

Other income, net

 

8,126

 

 

 

7,141

 

 

 

26,658

 

 

 

20,816

 

         Income before income taxes

 

152,445

 

 

 

135,832

 

 

 

473,591

 

 

 

369,266

 

Income tax expense

 

36,005

 

 

 

32,921

 

 

 

104,939

 

 

 

87,105

 

          Net income

$

116,440

 

 

$

102,911

 

 

$

368,652

 

 

$

282,161

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

 

 

 

 

 

       Basic

$

1.30

 

 

$

1.12

 

 

$

4.08

 

 

$

3.04

 

       Diluted

$

1.28

 

 

$

1.10

 

 

$

4.01

 

 

$

2.99

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

       Basic

 

89,706,922

 

 

 

92,270,583

 

 

 

90,360,467

 

 

 

92,819,987

 

       Diluted

 

91,288,124

 

 

 

93,857,850

 

 

 

91,962,187

 

 

 

94,511,989

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AS A PERCENTAGE OF NET SALES

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

100.0

%

 

 

100.0

%

 

 

100.0

%

 

 

100.0

%

Cost of sales (excluding store impairment and lease abandonment charges)

 

63.1

%

 

 

63.5

%

 

 

62.9

%

 

 

64.2

%

Store impairment and lease abandonment charges

 

0.1

%

 

 

 

 

 

0.0

%

 

 

0.1

%

         Gross profit

 

36.8

%

 

 

36.5

%

 

 

37.1

%

 

 

35.7

%

Selling, general and administrative expenses

 

27.4

%

 

 

27.1

%

 

 

26.9

%

 

 

26.8

%

          Income from operations

 

9.4

%

 

 

9.4

%

 

 

10.2

%

 

 

8.9

%

Other income, net

 

0.6

%

 

 

0.6

%

 

 

0.7

%

 

 

0.5

%

         Income before income taxes

 

10.0

%

 

 

10.0

%

 

 

10.9

%

 

 

9.4

%

Income tax expense

 

2.4

%

 

 

2.4

%

 

 

2.5

%

 

 

2.2

%

          Net income

 

7.6

%

 

 

7.6

%

 

 

8.4

%

 

 

7.2

%

 

 


 

URBAN OUTFITTERS, INC.

Condensed Consolidated Balance Sheets

(amounts in thousands, except share data)

(unaudited)

 

 

October 31,

 

 

January 31,

 

 

October 31,

 

 

2025

 

 

2025

 

 

2024

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

    Cash and cash equivalents

$

306,600

 

 

$

290,481

 

 

$

182,516

 

    Marketable securities

 

305,133

 

 

 

319,949

 

 

 

340,445

 

    Accounts receivable, net of allowance for doubtful accounts
         of $976, $1,384 and $1,423, respectively

 

95,990

 

 

 

74,014

 

 

 

96,977

 

    Inventory

 

839,793

 

 

 

621,146

 

 

 

793,324

 

    Prepaid expenses and other current assets

 

210,480

 

 

 

187,206

 

 

 

224,070

 

            Total current assets

 

1,757,996

 

 

 

1,492,796

 

 

 

1,637,332

 

Property and equipment, net

 

1,429,403

 

 

 

1,331,077

 

 

 

1,324,545

 

Operating lease right-of-use assets

 

1,017,499

 

 

 

942,666

 

 

 

947,150

 

Marketable securities

 

351,843

 

 

 

410,208

 

 

 

240,237

 

Other assets

 

350,281

 

 

 

342,733

 

 

 

336,519

 

           Total Assets

$

4,907,022

 

 

$

4,519,480

 

 

$

4,485,783

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

    Accounts payable

$

381,752

 

 

$

295,767

 

 

$

363,187

 

    Current portion of operating lease liabilities

 

223,867

 

 

 

227,149

 

 

 

228,443

 

    Accrued expenses, accrued compensation and other
         current liabilities

 

559,458

 

 

 

552,763

 

 

 

533,915

 

           Total current liabilities

 

1,165,077

 

 

 

1,075,679

 

 

 

1,125,545

 

Non-current portion of operating lease liabilities

 

960,222

 

 

 

871,209

 

 

 

879,362

 

Other non-current liabilities

 

77,611

 

 

 

101,088

 

 

 

127,953

 

           Total Liabilities

 

2,202,910

 

 

 

2,047,976

 

 

 

2,132,860

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

 

 

    Preferred shares; $.0001 par value, 10,000,000 shares
         authorized, none issued

 

 

 

 

 

 

 

 

    Common shares; $.0001 par value, 200,000,000 shares authorized,
         89,712,460, 92,281,748 and 92,275,849 shares issued and
         outstanding, respectively

9

 

 

9

 

 

9

 

    Additional paid-in-capital

 

14,411

 

 

 

15,067

 

 

 

7,529

 

    Retained earnings

 

2,721,181

 

 

 

2,503,068

 

 

 

2,382,767

 

    Accumulated other comprehensive loss

 

(31,489

)

 

 

(46,640

)

 

 

(37,382

)

           Total Shareholders’ Equity

 

2,704,112

 

 

 

2,471,504

 

 

 

2,352,923

 

           Total Liabilities and Shareholders’ Equity

$

4,907,022

 

 

$

4,519,480

 

 

$

4,485,783

 

 

 


 

URBAN OUTFITTERS, INC.

Condensed Consolidated Statements of Cash Flows

(amounts in thousands)

(unaudited)

 

 

 

Nine Months Ended

 

 

 

October 31,

 

 

 

2025

 

 

2024

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

368,652

 

 

$

282,161

 

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

 

 

 

 

 

 

Depreciation and amortization

 

 

94,359

 

 

 

86,031

 

Non-cash lease expense

 

 

160,627

 

 

 

162,466

 

Provision for deferred income taxes

 

 

5,325

 

 

 

3,335

 

Share-based compensation expense

 

 

22,674

 

 

 

23,366

 

Amortization of tax credit investment

 

 

12,880

 

 

 

12,872

 

Store impairment and lease abandonment charges

 

 

1,989

 

 

 

4,601

 

Loss on disposition of property and equipment, net

 

 

419

 

 

 

1,553

 

Changes in assets and liabilities:

 

 

 

 

 

 

Receivables

 

 

(20,385

)

 

 

(29,682

)

Inventory

 

 

(214,789

)

 

 

(242,190

)

Prepaid expenses and other assets

 

 

(29,171

)

 

 

(52,548

)

Payables, accrued expenses and other liabilities

 

 

91,893

 

 

 

113,773

 

Operating lease liabilities

 

 

(182,288

)

 

 

(183,376

)

Net cash provided by operating activities

 

 

312,185

 

 

 

182,362

 

Cash flows from investing activities:

 

 

 

 

 

 

Cash paid for property and equipment

 

 

(191,447

)

 

 

(144,052

)

Cash paid for marketable securities

 

 

(304,592

)

 

 

(267,276

)

Sales and maturities of marketable securities

 

 

382,318

 

 

 

309,178

 

Net cash used in investing activities

 

 

(113,721

)

 

 

(102,150

)

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

 

 

(21,738

)

 

 

(15,264

)

Tax credit investment liability payments

 

 

(12,796

)

 

 

(6,220

)

Net cash used in financing activities

 

 

(185,541

)

 

 

(72,895

)

Effect of exchange rate changes on cash and cash equivalents

 

 

3,196

 

 

 

(3,122

)

Increase in cash and cash equivalents

 

 

16,119

 

 

 

4,195

 

Cash and cash equivalents at beginning of period

 

 

290,481

 

 

 

178,321

 

Cash and cash equivalents at end of period

 

$

306,600

 

 

$

182,516