URBN Urban Outfitters Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SD

SPECIALIZED DISCLOSURE REPORT

URBAN OUTFITTERS, INC.

(Exact name of registrant as specified in its charter)

Melanie Marein-Efron

Chief Financial Officer

(215) 454-5500

(Name and telephone number, including area code, of the person to contact in connection with this report.)

Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

Section 1 – Conflict Minerals Disclosure

Item 1.01. Conflict Minerals Disclosure and Report.

In accordance with Rule 13p-1 under the Securities Exchange Act of 1934, as amended, the Conflict Minerals Report for the calendar year ended December 31, 2023 filed herewith as Exhibit 1.01, is available on Urban Outfitters, Inc.’s website at www.urbn.com/investor-relations (in the Financial Information section of the website). The information contained on Urban Outfitters, Inc.’s website is not incorporated by reference into this Form SD or its Conflict Minerals Report and should not be considered part of this Form SD or the Conflict Minerals Report.

Item 1.02. Exhibit.

The Conflict Minerals Report required by Item 1.01 is filed herewith as Exhibit 1.01. See Item 3.01 below.

Section 2 – Resource Extraction Issuer Disclosure

Item 2.01. Resource Extraction Issuer Disclosure and Report

Not applicable.

Section 3 – Exhibits

Item 3.01. Exhibits.

Exhibit 1.01 – Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD.

SIGNATURES

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 duly authorized undersigned.

Exhibit 1.01

Conflict Minerals Report of URBAN OUTFITTERS, INC.

In accordance with Rule 13p-1 under the Securities Exchange Act of 1934

This is the Conflict Minerals Report of Urban Outfitters, Inc. (“Urban Outfitters,” “we,” “us” or “our”) for the calendar year ended December 31, 2023 in accordance with Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and Form SD (collectively, the “Conflict Minerals Rule”). As used in this report, consistent with the Conflict Minerals Rule, “3TG” means columbite-tantalite (coltan), cassiterite, gold, wolframite and the derivatives tantalum, tin, and tungsten.

The intent of this Conflict Minerals Report (“CMR”) is to describe the measures Urban Outfitters has taken to exercise due diligence on the source and chain of custody of certain minerals in our products manufactured during the 2023 calendar year.

Urban Outfitters is a lifestyle products and services company that operates a portfolio of global consumer brands including the Anthropologie, Free People, FP Movement, Urban Outfitters and Nuuly brands. Urban Outfitters operates under three reportable segments – Retail, Wholesale and Nuuly. The Retail segment contains the Anthropologie, Free People, FP Movement and Urban Outfitters brands. Urban Outfitters operates a Wholesale segment under the Free People, FP Movement and Urban Outfitters brands that sells its products through department and specialty stores worldwide, digital businesses and its Retail segment. The Nuuly segment, formerly known as the Subscription segment, includes the Nuuly brand, which offers a monthly women’s apparel subscription rental service.

Urban Outfitters contracts to manufacture products that may contain 3TG – specifically gold and tin – such as apparel, footwear, accessories, home furnishings and electronics. As these materials are necessary to its products, Urban Outfitters is dedicated to tracing the origin of these metals to ensure its sourcing practices do not support conflict or human rights abuses in the Democratic Republic of the Congo (“DRC”) or an adjoining country (together with the DRC, the “Covered Countries”). Urban Outfitters does not, to the best of its knowledge, do any direct business with any smelters or refiners (“SORs”) that operate facilities used to process 3TG in its products, and it was not able to identify with reasonable certainty the specific facilities used by its suppliers to process 3TG in its products. As a “downstream” company (as such term is defined in the Organisation for Economic Co-operation and Development’s Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and accompanying Supplements (the “OECD Guidance”)),¹ Urban Outfitters must rely on its suppliers to provide accurate, reliable information about 3TG in its supply chain.

As required by the Conflict Minerals Rule, Urban Outfitters conducted a “reasonable country of origin inquiry” or “RCOI” in 2023. We designed our RCOI in good faith to determine the origin of 3TG that is necessary to the functionality or production of products that we contract to manufacture. To the extent applicable, we used the same processes and procedures for our RCOI as we used for our due diligence efforts (in particular Steps One and Two of the OECD Guidance, which are discussed in Section 3(b) of this CMR).

To conduct the RCOI, Urban Outfitters engaged its Tier 1 suppliers (“Suppliers”) to collect information regarding the presence and sourcing of 3TG used in the products supplied to Urban Outfitters using the Responsible Minerals Initiative’s (“RMI”) Conflict Minerals Reporting Template (“CMRT”). Information was collected and stored using an online platform provided by a third-party service provider (the “Service Provider”). Our Supplier engagement included the following steps:

Supplier responses were evaluated for plausibility, consistency, and gaps both in terms of which products were stated to contain or not contain necessary 3TG, as well as the origin of those materials. Our Service Provider undertook additional outreach to attempt to resolve the following types of quality concerns:

A total of 200 Suppliers were contacted as part of our RCOI process. The response rate among these Suppliers was 96%. Of the responding Suppliers, 1% indicated that they use 3TGs in their products. Responsive Suppliers identified to Urban Outfitters four SORs. Additional information on these SORs is contained in Section 4 of this CMR.

Pursuant to the Conflict Minerals Rule, Urban Outfitters was required to conduct due diligence for 2023. These due diligence efforts are discussed below.

Urban Outfitters conducted due diligence on the source and chain of custody of the 3TG identified in its RCOI in accordance with the internationally recognized due diligence framework as set forth in the OECD Guidance. The OECD Guidance has established a five-step framework for due diligence as a basis for responsible global supply chain management of minerals from conflict-affected and high-risk areas.

Selected elements of Urban Outfitters’ program design are discussed below. These are not, however, all of the discrete procedures of the program that Urban Outfitters has put in place to help ensure that the 3TG contained in our products are responsibly sourced. The headings below conform to the headings used in the OECD Guidance for each of the five steps.

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A. Have you established a responsible minerals sourcing policy?

D. Have you implemented due diligence measures for responsible sourcing?

F. Do you review due diligence information received from your suppliers against your company’s expectations?

G. Does your review process include corrective action management?

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Urban Outfitters seeks to continuously improve upon its supply chain due diligence efforts. We have taken or expect to take the following steps to mitigate the risk that our sourcing practices support conflict or human rights abuses in the DRC:

Urban Outfitters’ efforts to determine the mine and location of origin of 3TG in its supply chain are described in detail in this CMR. Based on the information provided by the responding Suppliers and through our due diligence efforts, we are able to report the below list of SORs used to produce 3TG in our Suppliers’ products.

The SORs listed below have all been reported as legitimate SORs by our Suppliers. However, most of the CMRTs we collected from our Suppliers were provided at the company level (meaning the Suppliers reported on all of their products rather than on the specific products they sold to us).

Therefore, we cannot confirm that any of the SORs listed below are actually used in the production of our products. Each of the SORs identified by our Suppliers for 2023 were identified as RMAP conformant. The compliance status of these SORs may change throughout our 2023 collection period and may continue to change for any future period.

The status information reflected below is current as of May 1, 2024.

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The following is a list of potential countries of origin of the 3TG processed by the SOR listed above: Recycled or scrap material from Czechia and China. This list is based on information provided by Suppliers on their CMRT, from direct smelter outreach, the RMAP, review of information and additional research conducted by our Service Provider. It is important to note that this list is based on company-level responses. Therefore, it is not certain which of these countries of origin can be linked to our products.

This CMR contains forward-looking statements, which are based on Urban Outfitters’ current assumptions and expectations. These statements are typically accompanied by the words “expect,” “may,” “could,” “believe,” “would,” “might,” “anticipates,” or words of similar import. The principal forward-looking statements in this report include Urban Outfitters’ expected steps to improve its supply chain due diligence efforts.

All such forward-looking statements are intended to enjoy the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, as amended. Although we believe there is a reasonable basis for the forward-looking statements, our actual results could be materially different. The most important factors which could cause our actual results to differ from our forward-looking statements are (a) the continued implementation of satisfactory traceability and other compliance measures by our direct and indirect vendors on a timely basis or at all, (b) changes in the Conflict Minerals Rule and other political and regulatory developments relating to the sourcing of 3TG, whether in the DRC or its adjoining countries, the United States or elsewhere, and (c) those factors set forth in our description of risk factors in Item 1A to our Form 10-K for the fiscal year ended January 31, 2024, which should be read in conjunction with the forward-looking statements in this CMR. Forward-looking statements speak only as of the date of this CMR or, if earlier, as of the date they are made, and we do not undertake any obligation to update any forward-looking statement.

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