15. Commitments and Contingencies

Purchase Commitments

As of January 31, 2026, the Company has commitments for unfulfilled purchase orders for merchandise ordered from our vendors in the normal course of business, which are primarily satisfied within 12 months, as well as commitments for products and services including information technology contracts, of $1,091,191. The majority of the Company’s merchandise commitments are cancellable with no or limited recourse available to the vendor until the merchandise shipping date. As of January 31, 2026, the Company had outstanding trade letters of credit of $50,536. As of January 31, 2026, the Company also has commitments related to construction and distribution equipment contracts that are fully satisfied upon the completion of construction or installation of $3,364, all of which is due within one year.

Benefit Plans

Effective March 3, 2025, full and part-time U.S. based employees who are at least 18 years of age are eligible after 30 days of employment to participate in the Urban Outfitters 401(k) Savings Plan (the “Plan”). Prior to March 3, 2025, full and part-time U.S. based employees who were at least 18 years of age were eligible to participate in the Plan after 90 days of employment. Under the Plan, employees can defer 1% to 25% of compensation as defined. The Company makes matching contributions in cash of $0.50 per employee contribution dollar on the first 6% of the employee contribution. The employees’ contribution is 100% vested while the Company’s matching contribution vests at 20% per year of employee service. The Company’s contributions were $10,622, $9,656 and $8,688 for fiscal 2026, 2025 and 2024, respectively.

The NQDC provides certain employees who are limited in their participation under the Plan the opportunity to defer compensation as defined within the NQDC. Deferred compensation under the NQDC consists of elective deferral credits, if any, made by the participant and discretionary contribution credits made by the Company. Employee contributions are 100% vested on the contribution date and the Company’s discretionary contribution is 100% vested upon crediting to participants’ accounts on an annual basis. The Company made a matching contribution of $60, $44 and $123 during fiscal 2026, 2025 and 2024, respectively. The NQDC obligation was $22,595 and

$17,904 as of January 31, 2026, and 2025, respectively. The Company has purchased investments to fund the NQDC obligation. The investments had an aggregate market value of $22,595 and $17,904 as of January 31, 2026 and 2025, respectively, and are included in “Marketable securities” in the Consolidated Balance Sheets (see Note 4, “Marketable Securities”).

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.

Historical Timeline

Fiscal YearFiled
2026Apr 1, 2026Showing above
2025Apr 1, 2025
2024Apr 1, 2024
2023Apr 3, 2023
2022Apr 1, 2022
2021Apr 1, 2021
2020Mar 31, 2020
2019Apr 1, 2019
2018Apr 2, 2018
2017Apr 3, 2017
2016Mar 31, 2016

About Commitments Disclosures

Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.

Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.