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☑ ☐ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , DC 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31 , 2021 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Pennsylvania to Commission File No. 000-22754 URBAN OUTFITTERS , INC . ( Exact Name of Registrant as Specified in Its Charter ) ( State or Other Jurisdiction of Incorporation or Organization ) 5000 South Broad Street , Philadelphia , PA ( Address of Principal Executive Offices ) Title of each class Registrant's telephone number , including area code : ( 215 ) 454-5500 Securities registered pursuant to Section 12 ( b ) of the Act : Common Shares , par value $ .0001 per share Trading Symbol ( s ) URBN 23-2003332 ( I.R.S. Employer Identification No. ) 19112-1495 ( Zip Code ) Name of each exchange on which registered NASDAQ Global Select Market Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by checkmark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes ☑ No □ Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes ☐ No ☑ Indicate by checkmark 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 during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes ☑ No □ Indicate by checkmark 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 ☑ Non - accelerated filer ☐ 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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . ☑ Indicate by a checkmark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Act ) . Yes ☐ No ☑ The aggregate market value of the voting and non - voting common equity held by non - affiliates computed by reference to the price at which the common equity was last sold , or the average bid and asked price of such common equity , as of the last business day of the registrant's most recently completed second fiscal quarter , was $ 1,225,803,780 . The number of shares outstanding of the registrant's common stock on March 26 , 2021 was 98,215,127 . DOCUMENTS INCORPORATED BY REFERENCE Certain information required by Items 10 , 11 , 12 , 13 and 14 is incorporated by reference into Part III hereof from portions of the Proxy Statement for the registrant's 2021 Annual Meeting of Shareholders .