Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

Attached hereto as Exhibits 99.2 through 99.5 are forms of award agreements to be used in connection with grants of restricted stock units, incentive stock options, non-qualified stock options and stock appreciation rights to eligible participants in the Urban Outfitters 2017 Stock Incentive Plan.

Item 8.01. Other Events

On January 11, 2022, Urban Outfitters, Inc. (the "Company") issued a sales release, which is attached hereto as Exhibit 99.1 and incorporated herein by reference. The sales release disclosed material non-public information regarding the Company's sales for the two-month holiday selling season and the eleven months ended December 31, 2021.

Item 9.01. Financial Statements and Exhibits






Exhibit No. Description



99.1          Sales Release, dated January 11, 2022 - Fiscal Year 2022 Holiday
            Sales
99.2          Form of 2017 Plan-Non-Qualified Stock Option Agreement
99.3          Form of 2017 Plan-Incentive Stock Option Agreement
99.4          Form of 2017 Plan-Performance/Restricted Stock Unit Agreement
99.5          Form of 2017 Plan-Stock Appreciation Right Agreement
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)




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