URBAN OUTFITTERS INC

General

Our compensation program is designed to provide executives market competitive pay with the ability to earn rewards for maximizing shareholder value and growing our brands, both in the short-term and the long-term. We seek to establish balanced performance metrics that promote disciplined progress towards longer-term goals and that correlate to the revenue and profit objectives of, and appropriate risk to, the Company. The majority of our executive officers’ total compensation is comprised of a combination of performance-based cash compensation and equity-based awards, which derive their benefit from increases in shareholder value. This furthers our core compensation principle of providing pay for both individual and Company-wide performance. These long-standing compensation policies were designed and approved by management, the Compensation Committee and/or the Board of Directors, as appropriate. In addition, at the 2025 Annual Meeting of Shareholders, our shareholders approved our executive compensation program.

Long-Term Versus Currently Paid Out Compensation

Current compensation paid to executive officers includes base salaries, which are paid periodically throughout the fiscal year, and performance bonuses, which are paid after the close of the fiscal year. The Company’s long-term executive compensation is generally comprised of a combination of performance stock units and restricted stock units. The Company has long believed that equity-based compensation with extended vesting periods and, in the case of performance stock units, performance targets conditioned on achieving Company financial growth objectives, aligns executive and shareholder interests in maximizing long-term value. The Company believes that equity-based compensation awards made in Fiscal 2024, Fiscal 2025 and Fiscal 2026 share these characteristics and offer the potential for meaningful compensation for superior performance measured over an extended period of time.

Beginning February 1, 2013, the Company allowed certain employees, including the Company’s named executive officers, an opportunity to participate in the Urban Outfitters Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”). The Deferred Compensation Plan is discussed more fully below in “Equity-Based Incentives—Nonqualified

Deferred Compensation Plan.” As a matter of practice and philosophy, the Company has significantly limited the scope and value of perquisites provided to executive officers. None of the named executive officers currently participate in the Deferred Compensation Plan.

The Company’s compensation structure attempts to balance the ongoing cash requirements of the named executive officers for current income with the Company’s desire to create long-term incentives that are directly tied to growth in shareholder value. There is nopre-determined allocation between current and long-term compensation; the Compensation Committee maintains flexibility in this regard. The Committee has retained an independent compensation consultant and determined both the size and allocation of executive compensation in light of market benchmarks and comparators. Long-term equity compensation and short-term performance-based incentive compensation have provided the majority of income that named executive officers have derived from their employment with the Company. In recognition of this, the Compensation Committee may take the performance of the Common Shares (and therefore the perceived value of them to the executive) into consideration when making compensation decisions. Different positions may yield a different balance between cash and equity compensation in light of both market trends and Company objectives.

In the beginning of Fiscal 2009, citing his ownership of a substantial number of Common Shares and his confidence in the Company’s future performance, our Chairman and Chief Executive Officer, Richard A. Hayne, requested that his base salary be set at $1.00 per year, and the Compensation Committee continues to honor his request. For Fiscal 2026, Mr. Hayne remained eligible to receive a performance bonus, which was tied to revenue and profitability metrics.