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ULTA BEAUTY, INC._January 31, 2026
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Table of Contents

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM  10-K
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☒  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended January 31, 2026
or
☐  Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from _____________ to _____________
Commission File Number: 001-33764
ULTA BEAUTY, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
38-4022268
(I.R.S. Employer
Identification No.)

1000 Remington Blvd. , Suite 120
Bolingbrook , Illinois
(Address of principal executive offices)
60440
(Zip code)

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Registrant’s telephone number, including area code: ( 630 ) 410-4800
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
Trading Symbol(s)
Name of each exchange on which registered

Common stock, par value $0.01 per share
ULTA
The NASDAQ Global Select Market

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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  ⌧   Yes ◻  No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  ◻   Yes ⌧ No
Indicate by check mark 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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  ⌧   Yes ◻  No
Indicate by check mark 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.:
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Large accelerated filer  ⌧
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Accelerated filer  ◻
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Non-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. ⌧
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ◻
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ◻
Indicate by check mark 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 stock held by non-affiliates of the registrant, based upon the closing sale price of the common stock on August 1, 2025, as reported on the NASDAQ Global Select Market, was approximately $ 16,866,064,000 .
The number of shares of the registrant’s common stock, par value $0.01 per share, outstanding as of March 23, 2026 was 43,736,630 shares.

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DOCUMENTS INCORPORATED BY REFERENCE
Information required in response to Part III of Form 10-K is hereby incorporated by reference from portions of the registrant’s Proxy Statement for the 2026 Annual Meeting of Stockholders. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended January 31, 2026.
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Table of Contents

TABLE OF CONTENTS
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Forward Looking Statements
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3

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Part I
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Item 1.
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Business
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3

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Item 1A.
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Risk Factors
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13

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Item 1B.
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Unresolved Staff Comments
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27

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Item 1C.
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Cybersecurity
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28

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Item 2.
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Properties
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30

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Item 3.
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Legal Proceedings
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31

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Item 4.
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Mine Safety Disclosures
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31

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Information About our Executive Officers
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31

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Part II
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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32

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Item 6.
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[Reserved]
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34

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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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35

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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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47

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Item 8.
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Financial Statements and Supplementary Data
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48

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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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84

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Item 9A.
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Controls and Procedures
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84

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Item 9B.
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Other Information
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85

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Item 9C.
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Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
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86

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Part III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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86

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Item 11.
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Executive Compensation
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86

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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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87

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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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87

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Item 14.
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Principal Accountant Fees and Services
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87

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Part IV
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Item 15.
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Exhibits and Financial Statement Schedules
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88

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Item 16.
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Form 10-K Summary
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91

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Signatures
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92

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FORWARD-LOOKING STATEMENTS
References in this Annual Report on Form 10-K to “we,” “us,” “our,” “Ulta Beauty,” the “Company” and similar references mean Ulta Beauty, Inc. and its consolidated subsidiaries, unless otherwise expressly stated or the context otherwise requires.
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, which reflect our current views with respect to, among other things, future events and financial performance. These forward-looking statements are included throughout this Annual Report, including in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in the section entitled “Risk Factors,” and relate to matters such as our industry, business strategy, goals, and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity, and capital resources and other financial and operating information. You can identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “plans,” “estimates,” “targets,” “strategies,” or other comparable words.
Any forward-looking statements contained in this Annual Report on Form 10-K are based upon our historical performance and on current plans, estimates, and expectations. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates, targets, strategies, or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks, uncertainties, assumptions, and changes in circumstances that are difficult to predict or quantify. Our expectations, beliefs, and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that our expectations, beliefs, and projections will result or be achieved. Actual results may differ materially from these expectations due to changes in global, regional, or local economic, business, competitive, market, regulatory, and other factors, many of which are beyond our control. We believe that these factors include but are not limited to those described under the section entitled “Risk Factors” in this Annual Report, as such risk factors may be updated from time to time in our periodic filings with the U.S. Securities and Exchange Commission (“SEC”), and are accessible on the SEC's website at www.sec.gov.
Any forward-looking statements made by us in this Annual Report on Form 10-K speak only as of the date of this Annual Report and are expressly qualified in their entirety by the cautionary statements included in this Annual Report. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, investments, or other strategic transactions we may make. Except to the extent required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Part I
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Item 1.    Business
Overview
Ulta Beauty, Inc. (“we,” “us,” “our,” “Ulta Beauty,” or the “Company”) is an international specialty beauty retailer and a premier beauty destination for cosmetics, fragrance, skin care products, wellness products, hair care products, and salon services. The Company was founded in Illinois in 1990 as a beauty retailer at a time when prestige, mass, and salon products were sold through distinct channels – department stores for prestige products; drug stores and mass merchandisers for mass products; and salons and authorized retail outlets for professional hair care products. The Company developed a unique specialty retail concept that offers a broad range of brands and price points, select beauty services, and a convenient and welcoming shopping environment. The Company’s target consumer is defined as a

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“beauty enthusiast,” a consumer who is passionate about the beauty category, uses beauty for self-expression, experimentation, and self-investment, and has high expectations for their shopping experience.
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The Company’s U.S. operations (“Ulta U.S.”) make it the largest specialty beauty retailer in the U.S. In addition to its U.S. operations, the Company has expanded its international presence through its subsidiary, Space NK Limited (“Space NK”), a luxury beauty retailer operating in the U.K. and Ireland, its joint venture in Mexico, and its franchise in the Middle East.
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The Company’s vision is to be the most loved beauty destination of its guests and the most admired retailer by its associates, communities, partners, and investors. Its mission is to use the power of beauty to bring to life the possibilities that lie within each of us — inspiring every guest and enabling each associate to build a fulfilling career.
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Across the Company’s portfolio, key points of strategic differentiation include:
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Differentiated Assortment. Guests are offered a differentiated assortment of established and emerging brands across a variety of categories and price points. The Company’s wide selection of beauty and wellness categories, from entry-level to luxury price points, spans across cosmetics, fragrance, skincare, bath and body products, haircare, salon styling tools, and wellness products.
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Convenient Omnichannel Footprint. Products are offered through the Company’s stores, digital platforms, and partnerships. The Company believes that sales in one channel are not independent of the others and seeks to provide its guests with seamless omnichannel shopping experiences that enable channels to complement one another. With a bright and open store environment, the Company makes it easy for guests to discover new products and services in-person. The store design, fixtures, and open layout provide the flexibility to respond to consumer trends and changes in our merchandising strategy. Through the Company’s websites and mobile applications, guests are offered convenient, immersive, and personalized digital experiences. The Company’s digital channels enable always-on shopping and discovery, and our diverse fulfillment options, including buy online pick-up in store, buy online pick-up curbside, ship from store, ship from distribution center, and same-day delivery, provide guests with value and convenience.
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Best-in-Class Loyalty Program. The Company’s best-in-class loyalty programs offer members unique benefits, including exclusive gifts, and enable guests in many locations to earn points for product and beauty services purchases. Additionally, the loyalty programs provide a deep understanding of our guests and their preferences, enabling us to personalize experiences, recommendations, and promotions.
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Great Guest Experiences. The Company cultivates human connection with warm and welcoming guest experiences across all of our channels. Our knowledgeable and approachable store associates, differentiated service offerings, and efforts to create relevant, compelling digital content are competitive advantages and enable us to build strong engagement with guests.
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The following description of the Company’s business should be read in conjunction with the information contained in the Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 and the Financial Statements and Supplementary Data included in Item 8 of this Annual Report on Form 10-K.
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The Company’s strategy
The Company focuses on beauty enthusiasts across multiple demographics and shopping behaviors. Beauty enthusiasts have a deep emotional connection with beauty and, historically, this connection has not diminished in softer economic environments. Despite a dynamic operating environment, proprietary consumer research confirms engagement with the beauty category remains healthy. Healthy engagement paired with increasing use of social media and the convergence of beauty and wellness has invited even more consumers into the beauty category and expanded the addressable market. At the same time, the beauty landscape and guest expectations continue to evolve, which will require continued innovation and investment to maintain and further the Company’s leadership position.
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In 2025, management unveiled the Ulta Beauty Unleashed plan designed to accelerate the Company’s performance and drive long-term profitable growth. The plan outlines three strategic priorities:
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● Drive Core Business Growth through operational excellence and an elevated go-to-market approach.
● Scale New, Accretive Businesses by capitalizing on key growth opportunities to ensure relevancy in a rapidly changing world.
● Align Its Foundation for Future Success by optimizing the Company’s ways of working, streamlining its cost structure. and cultivating an engaging, associate-centered culture.

Drive Core Business Growth
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Ulta U.S. operates within the large and growing U.S. beauty products and salon services industry. In 2025, this market represented approximately $126 billion in sales according to Euromonitor International and IBIS World Inc. Ulta U.S. competes across all major categories as well as a range of price points by offering prestige, mass, and salon products. Based on the Company’s consumer insights research, management estimates there are approximately 140 million beauty enthusiasts in the U.S.
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The Company’s first strategic priority is to drive core business growth through operational excellence and an elevated go-to-market approach that incorporates best-in-class store execution, digital acceleration, brand building and merchandising innovation, and enhanced marketing efforts and personalization.
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Best-in-Class Store Execution
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The Company is dedicated to delivering a best-in-class experience for its guests by having inviting, well-staffed and -stocked stores. Ulta U.S.’s member data and customer research suggests its guests prefer to transact in physical stores, where they can discover and interact with products and other beauty enthusiasts. In the fiscal year ended January 31, 2026 (“fiscal 2025”), 73% of Ulta U.S.’s loyalty members transacted solely within stores.
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Ulta U.S. operates more than 1,500 retail stores in the U.S., located predominantly in convenient, high-traffic locations such as power strip centers. The typical store in the U.S. is approximately 10,000 square feet, including approximately 950 square feet dedicated to a full-service salon. In addition, Ulta U.S. has a smaller footprint store prototype ranging between approximately 5,000 and 7,500 square feet, which provides increased flexibility to enter smaller markets or shopping centers.
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The Company’s real estate objective is to make Ulta U.S. accessible and convenient to more consumers across a variety of markets. The Company believes that, over the long term, it has the potential to grow its store footprint to more than 1,800 freestanding Ulta U.S. stores.
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Ulta U.S. leverages a variety of insights to identify the best new store locations and optimize its current store locations, including beauty market share information and insights from its loyalty members. This insight-led, analytical approach to site selection has resulted in a high performing real estate portfolio. The average investment required to open a new Ulta U.S. store is approximately $2.4 million, which includes capital investments, net of landlord contributions, pre-opening expenses, and initial inventory, net of payables. The net investment required to open new stores and the net sales generated by new stores may vary depending on a number of factors, including geographic location and store size.
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Digital Acceleration
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In addition to its store expansion, Ulta U.S. continues to enhance its digital capabilities as more guests choose to engage across physical and digital platforms. In fiscal 2025, 19% of loyalty members shopped both in Ulta U.S. stores and through its digital platforms. Omnichannel guests are extremely valuable, historically spending over three times as much as store-only guests.
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As part of its digital store transformation, Ulta U.S. continues to develop and add website and mobile features and functionality, marketing programs, new products and brands, and omnichannel integration points. Ulta U.S. continues to grow its digital business by providing its guests with a unique, rich, online experience, personalized recommendations, expanded assortments, engaging experiences, including virtual try-on and analysis capabilities, and social media content.
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Ulta U.S. continues to improve its online order fulfillment capabilities with increased speed of delivery through existing distribution centers, market fulfillment centers, one fast fulfillment center (e-commerce only), and select retail stores, through more efficient processes designed for e-commerce order fulfillment. In addition to ship to home order fulfillment, Ulta U.S. offers guests “Buy Online, Pick-up in Store,” “Curbside Pickup,” and “Store 2 Door,” which provides the ability for guests to order in-store and have products delivered to their homes. In addition, Ulta U.S. offers same-day delivery for e-commerce orders in virtually all markets.
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Brand Building and Merchandising Innovation
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Ulta U.S.’s core assortment offers one of the most extensive product and brand selections in its industry, with approximately 30,000 products from approximately 600 well-established and emerging beauty and wellness brands across all categories and price points offered to guests across Ulta U.S.’s stores, Ulta.com, and mobile applications.
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To support long-term growth, Ulta U.S. is focused on leveraging its unique advantages to be the retail partner of choice to launch, build, scale, and globalize brands. Ulta U.S.’s merchandising team continually monitors beauty and wellness trends, sales trends, and new product launches to keep its product assortment fresh and relevant and to ensure that its assortment reflects the diversity of its guests. Ulta U.S.’s top ten brand partners, such as L’Oréal and Estée Lauder Companies, among others, represented approximately 51% and 54% of its total net sales in fiscal 2025 and the fiscal year ended February 1, 2025 (“fiscal 2024”), respectively. Ulta U.S works with its brand partners to be a significant distribution channel for growth and brand enhancement, and works closely with these partners to market both new and existing brands.
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In addition to its partners’ brands, Ulta U.S. offers both private-label and third-party brands that are sold exclusively at Ulta Beauty. The Company’s private label brand, Ulta Beauty Collection, is an important opportunity for growth and profit contribution. The Company’s objective is to provide quality, trend-right private label products to continue to strengthen its guests’ perception of Ulta Beauty. The Company manages the full development cycle of these products from concept through production to deliver differentiated packaging and formulas that enhance the Company’s brand image. Ulta U.S. also offers a number of third-party brands and products that are exclusive for a limited period of time or are offered in advance of its competitors, such as Cécred and Peach & Lily, as well as products that are exclusive to Ulta Beauty on a longer-term basis. Ulta Beauty Collection and long-term Ulta Beauty exclusive products represented approximately 4% of the Company’s net sales in fiscal 2025, while these products combined with short-term exclusive products represented approximately 11% of the Company’s net sales in fiscal 2025.
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All brand partners and respective subcontractors and their facilities are subject to the applicable Ulta Vendor Standards, which set forth the ethical, legal, social, and workplace standards that must be met to do business with the Company.
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Enhanced Marketing Efforts and Personalization
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Ulta U.S. employs a multi-faceted marketing strategy to increase brand awareness, drive traffic to its stores, website, and mobile applications, acquire and retain loyalty program members, improve guest retention, increase frequency of shopping, and increase spend per member. Ulta U.S. communicates with its guests and prospective guests through multiple vehicles, including digital and social media, television, radio, and print advertising. These vehicles highlight the breadth of Ulta U.S.’s selection of prestige, mass, and salon beauty products, new products and services, and special offers, as well as build an emotional connection with guests. Ulta U.S.’s comprehensive public relations strategy enhances its reputation as a beauty destination, increases

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brand awareness, and drives awareness of new products, in-store events, and new store openings. In 2025, Ulta U.S. unveiled its new brand platform, “Beauty Happens Here TM ,” designed to reinforce that Ulta Beauty is not just where beauty is discovered, but where it is ignited, with the intent to further fuel loyalty and long-term brand love.
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The Ulta Beauty Rewards ® loyalty program is an important tool to increase retention of existing guests and to enhance their loyalty to the Ulta Beauty brand. Ulta Beauty Rewards ® enables guests to earn points based on their purchases at Ulta U.S. stores and through its digital platforms. Points earned are valid for at least one year and may be redeemed on any product sold or service provided in Ulta U.S. stores or through its digital platforms. With more than 46 million members as of the end of fiscal 2025 and approximately 95% of total sales coming from members in fiscal 2025, Ulta U.S. is uniquely positioned with a deep understanding of its guests and their preferences, enabling it to personalize experiences, recommendations, and promotions through its Customer Relationship Management (“CRM”) platform and support its brand partners’ growth. Ulta U.S.’s CRM platform enables sophisticated analysis of the customer data as well as greater personalization of its marketing campaigns, digital experiences, and day-to-day communications. Its data demonstrates that loyalty members spend more per visit as compared to non-members. To enhance Ulta U.S.’s loyalty program, co-branded and private label credit cards are offered. The credit cards drive higher wallet share and greater loyalty from rewards members, provide increased consumer insights, and offer attractive economics.
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Ulta U.S. is directing a growing percentage of its marketing expense towards digital, social media, and streaming advertising to drive effective communication with existing guests and consideration amongst those who have not yet shopped with Ulta U.S. In social media channels, influencers and affiliates play an important role in beauty, and Ulta U.S engages talent from the UB Collective, its annual class of influencers, Ulta Beauties, its associate ambassador program, and UB Creates, its affiliate program, to support its social media marketing efforts. Ulta U.S.’s digital marketing strategy includes search engine optimization, paid search, mobile advertising, social media, display advertising, and other digital marketing channels. Digital marketing, coupled with its national TV and radio advertising, has helped Ulta U.S. increase brand awareness and consideration among those not familiar with it, which is believed to have resulted in new guests.
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Scale New, Accretive Businesses
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The Company believes it can drive incremental profitable growth through the implementation of its strategic initiatives: accelerating its focus on wellness; expanding its e-commerce presence through UB Marketplace TM , an integrated online marketplace allowing Ulta U.S. to offer a broader array of products to its guests; expanding its international presence; and enhancing its retail media network, Ulta Beauty Media (“UB Media”).
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Wellness
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The definition of traditional beauty is expanding as wellness and beauty converge and as consumers deepen the connection between how they express themselves to their overall self-care and wellness. The Company believes Ulta U.S. is well-positioned to capture this growth opportunity and support its guests’ wellness journeys. Leveraging its position as a trusted guide, Ulta U.S. has expanded its business into the growing wellness category through the addition of new brands as well as in-store expansion efforts, including elevated fixtures.
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Wellness by Ulta Beauty extends Ulta U.S.’s product offering to include nutrition & supplements (such as vitamins, supplements, and fitness-related tools); intimate care (such as feminine hygiene, as well as period, prenatal and postnatal, and menopausal care); rest & reset (such as aromatherapy, spa essentials, and sleep support); and essential routines (such as oral care, wearables, and devices).
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UB Marketplace TM
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In fiscal 2025, the Company launched UB Marketplace TM , an integrated online marketplace accessible through Ulta U.S.’s e-commerce channels. The marketplace enables Ulta U.S. to expand its assortment for its guests and offer a broader and complementary array of beauty, wellness, and lifestyle products from both established and

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emerging brands with minimal inventory risk to its business. UB Marketplace TM brands fulfill guest orders directly and the Company earns a commission on these sales.
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As of the end of fiscal 2025, UB Marketplace TM offered more than 200 brands and 5,000 stock keeping units (SKUs) through Ulta U.S.’s digital channels. UB Marketplace TM brands span multiple complementary and adjacent categories, including: beauty tools and tech (such as hair tools, skin devices, and body gadgets); discovery (such as global beauty and social media-driven trends); grooming (such as tools, haircare, and skincare); luxe (such as niche perfumery and prestige skincare); personal care (such as oral care and bath and body products); pro (such as stylist-related products); and wellness (such as spa, home fragrance, and fitness).
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International Expansion
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Beauty is a global growth category, and the Company believes there is opportunity to drive profitable growth through strategic targeted international expansion. In Mexico, the Company has a joint venture partnership with Grupo Axo, whereby the joint venture licenses the Ulta Beauty brand name and operating model from the Company to launch and operate Ulta Beauty-branded stores in Mexico. Grupo Axo is an experienced operator of global brands with substantial expertise in the consumer market in Mexico. In the Middle East, the Company has a franchise partnership with Alshaya Group, a leading international franchise operator with substantial expertise in the consumer market in the Middle East, whereby Alshaya licenses the Ulta Beauty brand name and operating model from the Company to launch and operate Ulta Beauty-branded stores in the Middle East. The Company earns royalties from sales generated by these operations. On July 10, 2025, the Company announced the acquisition of Space NK, a leading British beauty retailer. Space NK is a curator of some of the world’s most innovative beauty brands and a go-to destination for beauty discovery in its stores in the U.K. and Ireland as well as online. Space NK operates as a standalone subsidiary of the Company and continues to be led by its pre-acquisition management team.
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As of January 31, 2026, the Company operates 84 Space NK stores located in the United Kingdom and two located in Ireland. Additionally, the Company has nine stores operated through the joint venture in Mexico and one location in Kuwait and one in the United Arab Emirates operated by its franchise partner in the Middle East.
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UB Media
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The Company has a deep understanding of its Ulta Beauty Rewards ® loyalty members and their preferences. This unique understanding, combined with its ongoing investment in data analytics and CRM capabilities, has unlocked new ways for the Company to support its brand partners and drive additional revenue. In 2022, the Company launched UB Media to transform the way its brand partners can connect with beauty enthusiasts. UB Media offers brands a suite of media and advertising capabilities that enable brands to reach unique audiences across various advertising channels, including Ulta U.S.’s owned digital channels, support joint revenue growth, and drive the acquisition of new guests.
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Align Its Foundation for Future Success
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To successfully achieve its long-term growth ambitions, build upon its leadership position, and deliver value to stakeholders, the Company is focused on optimizing its ways of working, streamlining its cost structure, and cultivating an engaging, associate-centered culture. This work includes organizational and process changes to accelerate decision-making, remove friction, and align teams and resources around guest-centric goals. Additionally, the Company invests in new supply chain and technology capabilities to drive productivity improvement, enhance inventory flow, and increase network capacity.
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Human capital management
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The Company’s mission is to use the power of beauty to bring to life the possibilities that lie within each of us – inspiring every guest and enabling each associate to build a fulfilling career. The Company believes its

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associates, with their combined skills, knowledge, experiences, and commitment to serving guests, are among the Company’s most important resources and are critical to continued success. The Company strives to be a great place to work by establishing a culture of care for associates’ holistic well-being where all associates demonstrate integrity, authenticity, and inclusivity in their daily actions.
As of January 31, 2026, the Company employed approximately 65,000 associates in the U.S., 1,800 in the U.K. and Ireland, and 20 in Uruguay. Of these associates, approximately 32% were full-time and 68% were part-time. Employment levels may fluctuate throughout the course of the year due to the seasonality of the Company’s business. The Company has no collective bargaining agreements and has not experienced any work stoppages in the past. The Company strives to maintain an open and honest relationship with its associates.
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The Company’s associates and management teams are essential to its strategy. The Company uses a combination of existing managers, promoted associates, and external hires to support its operations and bring necessary skills to execute its business priorities. As the Company continues to grow, it is building a bench of associates and leaders who can deliver for its guests, drive business success, and support its values-driven culture.
Culture and Core Values
The Company strives to provide rewarding careers, benefits, and a workplace culture where associates are empowered to be their authentic selves – drawing on their unique perspectives, passions, skills, interests, and experiences in their day-to-day jobs. The Company’s core values establish a strong foundation for its culture and represent the key expectations of its associates. These include the following:
• Give wow experiences
• Improve always
• Win together
• Love what you do, own what you do
• Do what’s right
• Champion diversity

Talent management
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The Company’s success is dependent, in part, on its ability to attract, train, retain, and motivate qualified associates at all levels of the organization. The Chief Human Resources Officer, along with the entire executive team, is responsible for developing and executing the Company’s human capital strategy. This includes the attraction, acquisition, development, and engagement of talent and the design of associate compensation and benefits programs. The Company is focused on creating a winning team by recruiting and retaining great people, promoting collaboration, and fostering an enjoyable and rewarding work environment. The Company also strives to provide all associates with opportunities for personal growth, cross-functional training, job opportunities, and career advancement. Succession planning is conducted on an annual basis to identify suitable internal candidates for key positions within the Company.
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The Company believes open and honest two-way communication is critical to maintaining strong associate engagement. The Company regularly conducts associate engagement surveys to determine associates’ satisfaction with their roles, their leaders, and the Company as a whole, which the executive team reviews and monitors. The Company’s leadership team also hosts roundtable sessions, as well as additional forums, including department town halls, store and distribution center visits, and other small group gatherings, to dive deeper on specific topics. The Company also engages in annual performance reviews and annual talent calibration conversations.
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Training and development
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The Company is committed to continually developing its associates and providing career advancement opportunities. All Ulta Beauty associates in the U.S. participate in an interactive new-hire orientation through which each associate becomes acquainted with the Company’s mission, vision, and values. Through its learning management system and digital workplace system, the Company provides continuing education to associates throughout their careers at Ulta Beauty. Additionally, the Company’s leadership development program prepares promising future leaders for new levels of responsibility.
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Compensation and benefits
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The Company offers a competitive compensation and benefits package, which is designed to allow associates the ability to pick and choose which benefits are best for their and their family’s health and well-being. Depending on their employment and work status and location, associates in the U.S. may be eligible for:
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● Health care coverage (medical, dental, and vision) offered to those who work more than 30 hours a week in any position;
● 401(k) plan with up to a 4% dollar-for-dollar Company match up to the IRS deferral limit;
● Disability and life insurance;
● Company-paid short-term disability benefit at 80% of pay;
● Additional insurance options, including legal, pet, home, and auto;
● Tuition reimbursement program;
● Paid time off, including an extended illness bank;
● Parental leave and other family-building resources; and
● Discounts on retail products and salon services.
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In addition, the Company believes wellness, like beauty, is more than skin deep, so it offers mental health resources, such as counseling services and access to mobile applications, financial wellness planning and guidance, and health mobile applications and educational resources for soon-to-be parents.
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The Ulta Beauty Charitable Foundation supports the Associate Relief Program to assist associates facing unforeseen hardships. The Associate Relief Program provides short-term financial support to associates impacted by natural disasters, unforeseen medical conditions, domestic violence, and other personal challenges.
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Workplace, Health, and Safety
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The health and safety of guests, associates, and communities is the Company’s top priority. The Company strives to ensure that a safe and hygienic working environment is provided and that occupational health and safety practices that prevent accidents and injury are promoted. Throughout the Company’s stores, distribution centers, and corporate offices, the Company employs policies, procedures, and training to promote safe and healthy work environments.
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Ulta Beauty’s Injury & Illness Prevention Program outlines safety expectations, but the Company also empowers its associates with knowledge and skills from various safety training courses during the onboarding process and on an ongoing basis through the Company’s learning engagement system with topics such as incident reporting, evacuation, active shooter response, hazardous materials, and heat safety. The Company continues to focus on developing and driving its safety-first culture through awareness, training, and actions to reduce the frequency and severity of safety incidents.
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Supply chain
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The Company aims to develop and operate a dynamic and agile end-to-end supply chain that supports operational efficiency, performance, and guest experience and fuels organizational growth effectively. This includes enhanced systems and processes as well as a modernized distribution center network to support new store and e-commerce growth.
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Ulta U.S. has developed a disciplined approach to procurement and a dynamic inventory planning and allocation process to support its merchandising strategy. Ulta U.S. centrally manages product replenishment to its stores through its merchandise planning group. This group serves as a strategic partner to, and provides financial oversight of, the merchandising team. The merchandising team creates a sales forecast by category for the year. Ulta U.S.’s merchandise planning group creates an open-to-buy plan, approved by senior executives, for each product category. The open-to-buy plan is updated weekly with point-of-sale (“POS”) data, receipts, and inventory levels and is used throughout the year to balance buying opportunities and inventory return on investment. Management believes this structure maximizes buying opportunities while maintaining organizational and financial control. POS data is used to calculate sales forecasts and to determine replenishment levels. Ulta U.S. determines promotional product replenishment levels using sales history from similar or comparable events. To ensure its inventory remains productive, Ulta U.S.’s planning and replenishment group monitors the levels of clearance and aged inventory in its stores on a weekly basis.
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As of the end of fiscal 2025, Ulta U.S. operates four regional distribution centers and two market fulfillment centers that support both stores and e-commerce demand, and one fast fulfillment center that supports e-commerce orders only. Market fulfillment centers are smaller than regional distribution centers and focus on the most productive products, enabling us to improve service and responsiveness, especially in markets with high store and population density. In addition, over 1,000 Ulta U.S. stores fulfill e-commerce orders as part of a ship-from-store program.
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Inventory is shipped from suppliers to Ulta U.S.’s distribution centers, market fulfillment centers, and fast fulfillment center, which use warehouse management software systems to manage inventory to support product purchase decisions. Product is delivered to stores using a broad network of contract and local pool (final mile) carriers.
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Information technology
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Ulta U.S. is committed to using technology to enhance its competitive position. Ulta U.S. leverages its technology infrastructure and systems to gain operational efficiencies through more effective use of its systems, people, and processes. In fiscal 2024, Ulta U.S. completed several multi-year strategic investment projects to upgrade key elements of its technology infrastructure, including upgrading its enterprise resource planning platform and refreshing its POS system in all stores, transitioning its digital store to a new architecture, and building a modern ecosystem for future analytics and data-driven decisioning capabilities. Collectively, Ulta U.S.’s investments provide a flexible and scalable operating environment allowing for greater business efficiency and enhancing the guest experience. The Company will continue to make investments in its information systems to facilitate growth and enhance its competitive position. Also see “Cybersecurity” included as part of Item 1C. of this Annual Report on Form 10-K.
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Partnerships
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Since 2021, Ulta U.S. has partnered with Target Corporation (“Target”) to create Ulta Beauty at Target, a “shop-in-shop” concept that offers a curated assortment of more than 60 established and emerging prestige brands across a variety of categories. As of January 31, 2026, Ulta Beauty at Target was available in over 600 Target locations and on target.com. On August 14, 2025, Ulta Beauty and Target announced a mutual agreement to not renew the Ulta Beauty at Target shop-in-shop partnership when the current agreement concludes in August 2026. Both companies remain committed to delivering a seamless shopping experience and product availability through the end of the partnership, as well as continuing to support their teams and partners during the transition.

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Sustainability
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The Company strives to operate in an environmentally responsible manner in an effort to create long-term business value for its guests, associates, partners, and investors. The Company’s sustainability strategy focuses on advancing its commitments, improving operational efficiency, reducing waste, and leveraging its position to help drive progress across the beauty industry with regard to packaging, climate, and safer chemistry. The Company has established science-based targets to reduce Scope 1, 2, and 3 greenhouse gas emissions and work collaboratively with partners across its value chain to advance emissions reductions. The Company also invests in energy efficiency and renewable energy initiatives across its stores, offices, and distribution centers, promotes responsible packaging practices for the products that it sells, and engages partners upstream and downstream to enhance transparency and environmental performance.
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Additional information regarding the Company’s sustainability goals, initiatives, and progress is included in the Company’s annual corporate responsibility reporting.
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Competition
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The Company’s major competitors for prestige and mass products include traditional department stores, specialty stores, grocery stores, drug stores, mass merchandisers, and the online capabilities of national retailers and brands, as well as pure-play e-commerce companies and online marketplaces. The market for salon services and products is highly fragmented. Its competitors for salon services and products include chain and independent salons.
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Intellectual property
The Company has registered trademarks in the United States and other countries. The majority of its trademark registrations contain the ULTA mark, including Ulta Beauty ® and two related designs, Ulta.com, and Ulta Salon, Cosmetics & Fragrance (and design). The Company maintains its marks and monitors filing deadlines for renewal and continued validity. All marks that are deemed material to its business have been applied for or registered in the United States and select foreign countries, including Mexico and other countries in Latin America, Europe, the Middle East, and Asia.
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The Company believes its trademarks, especially those related to the Ulta Beauty brand, “All Things Beauty. All In One Place. ®” , “The Possibilities are Beautiful ® ”, and “Conscious Beauty at Ulta Beauty ® ” have significant value and are important to building brand recognition.
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Government regulation
The Company is affected by extensive laws, governmental regulations, administrative determinations, court decisions, and similar constraints. Such laws, regulations, and other constraints exist at the federal, state, and local levels in the United States as well as internationally with regard to the Company’s non-U.S. operations. The products the Company sells, such as cosmetics (including products with cannabidiol), dietary supplements, food, over-the-counter (“OTC”) drugs, medical devices, and styling tools, including its Ulta Beauty branded products, may be subject to regulation by the U.S. Food and Drug Administration (“FDA”), the U.S. Federal Trade Commission (“FTC”), the Consumer Product Safety Commission (“CPSC”), the Environmental Protection Agency (“EPA”), state regulatory agencies, and State Attorneys General, as well as similar regulatory bodies in the international locations where we do business. Such regulations principally relate to the safety, labeling, manufacturing, advertising, and distribution of the products we sell. In addition, the salon services provided in the Company’s stores may be subject to state and local regulations.
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Cosmetics, OTC drugs, medical devices, food, and dietary supplements have specific regulatory requirements, including but not limited to ingredient, labeling, manufacturing, and holding requirements. Products such as wrinkle reducing lights may be classified as medical devices and, in addition to being subject to labeling and manufacturing requirements, may also be subject to premarketing review by the FDA. Finally, products such as styling tools (e.g., blow dryers and curling irons) are regulated by the CPSC, which has strict requirements including the requirement to report certain product defects. The labeling and packaging of these products may also be subject to the requirements of the Fair Packaging and Labeling Act and state specific requirements.

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Further, statements the Company makes in advertising, including statements about the safety or efficacy of products, pricing, and environmental claims, are subject to federal and state consumer protection laws, which generally prohibit unfair or deceptive practices.
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Federal, state, municipal, and local labor and employment statutes, laws, ordinances, regulations, mandates, and taxation laws, to which most retailers are typically subject, also impact the Company’s day-to-day operations. The Company is also subject to typical governmental and real estate land use restrictions and typical advertising and consumer protection laws (both federal and state). Its services operations are subject to state board regulations and state licensing requirements.
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In its store leases, the Company requires its landlords to obtain all necessary governmental approvals and permits for the site to be used as a retail site, and the Company also asks them to obtain any governmental approvals and permits for the site’s specific use (but at times the responsibility for obtaining governmental approvals and permits for specific use falls to the Company). As applicable, the Company requires its landlords to deliver a certificate of occupancy for any work they perform on its buildings or the shopping centers in which its stores are located. If required by the municipality, the Company is responsible for delivering a certificate of occupancy for any remodeling or build-outs that it performs and is responsible for complying with all applicable laws in connection with such construction projects or build-outs.
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Seasonality
The Company’s business is subject to seasonal fluctuation. Significant portions of its net sales and profits are realized during the fourth quarter of the fiscal year due to the holiday selling season. To a lesser extent, its business is also affected by Mother’s Day and Valentine’s Day.
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Available information
The Company’s principal website address is www.ulta.com. The Company makes available at this address under investor relations (at https://ulta.com/investor), free of charge, its proxy statement, annual report to shareholders, annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. Information available on the Company’s website is not incorporated by reference in and is not deemed a part of this Form 10-K. In addition, the Company’s filings with the SEC may be accessed through the SEC’s website at www.sec.gov. All statements made in any of its securities filings, including all forward-looking statements or information, are made as of the date of the document in which the statement is included, and the Company does not assume or undertake any obligation to update any of those statements or documents unless it is required to do so by law.
Item 1A.    Risk Factors
The risks described below reflect the Company’s beliefs and opinions as to factors that could materially and adversely affect our business, financial condition, results of operations, or future growth. We could also be affected by additional risks that apply to all companies operating in the United States or our other markets, as well as other risks that are not presently known to us or that we currently consider to be immaterial. References to past events are provided only for example and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their probability of occurring in the future. You should carefully consider the following risks and all of the other information contained in this Annual Report on Form 10-K before making an investment in our common stock.
Economic, Market, and Other External Risks
Macroeconomic conditions could have a material adverse impact on our business, financial condition, profitability, and cash flows.
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Macroeconomic conditions, including inflation and elevated interest rates, as well as labor, transportation, and shipping cost pressures, have had, and may continue to have, a negative impact on our business, financial condition, profitability,

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and cash flows. Continuing dynamic global trade conditions and elevated tariff levels could contribute to increased input costs, supply chain disruption, pricing volatility, and heightened economic uncertainty, and it could be time-consuming and expensive for us to alter our operations in order to adapt to this environment. Additionally, we expect the impact of inflationary and macroeconomic pressures to continue in 2026, and we continue to closely monitor conditions, including guest behavior, and the impact of these factors on guest demand. Continuing or worsening inflation and/or cost pressures may have a material adverse impact on our business, financial condition, profitability, and/or cash flows.
As we expand internationally, the magnitude of the effects of geopolitical events, including the ongoing conflicts in Ukraine and the Middle East and cartel violence and related unrest in Mexico, on the Company’s business, financial condition, profitability, and/or cash flow could be greater than when the Company’s operations were solely U.S.-based.

The health of the economy may affect consumer purchases of discretionary items such as beauty products and salon services, which could have a material adverse effect on our business, financial condition, profitability, and cash flows.
Our results of operations may be materially affected by conditions in the capital markets and the U.S. or global economy generally. We appeal to a wide demographic consumer profile and offer an extensive selection of beauty products sold directly to retail consumers as well as premium salon services. Uncertainty in the economy has adversely impacted, and could continue to adversely impact, consumer purchases of discretionary items across all of our product categories, including prestige beauty products and premium salon services. Factors that could affect consumers’ willingness to make such discretionary purchases include: general business conditions, inflationary pressures, levels of employment, interest rates, tax rates, the availability of consumer credit, consumer confidence in future economic conditions, tariffs or other trade restrictions (including uncertainty as to the scale and short- and long-term effects of currently proposed or future tariffs), risks related to epidemics or pandemics, geopolitical events, and recessionary concerns. In the event of a prolonged period of inflation, an economic downturn, or a recession, consumer spending habits could be adversely affected, and we could experience lower than expected net sales. Reduced consumer spending could cause changes in guest order patterns and in the level of merchandise purchased by our guests, and may signify a reset of consumer spending habits, all of which could adversely affect our business, financial condition, profitability, and cash flows.
In addition, a general deterioration in economic conditions could adversely affect our commercial partners, including our brand partners, as well as the real estate developers and landlords who we rely on to construct and operate commercial centers in which our stores are located. A bankruptcy or financial failure of a significant vendor or a number of significant real estate developers or shopping center landlords could have a material adverse effect on our business, financial condition, profitability, and cash flows. Adverse economic conditions could negatively affect our vendors’ access to the capital and liquidity required to maintain their inventory, production levels, timeliness, and product quality and to operate their businesses, which could adversely affect our supply chain, or could reduce our vendors’ offerings of trade credit, customer incentives, vendor allowances, cooperative marketing expenditures, and product promotions, which could adversely affect our results of operations. Adverse economic conditions could also make it difficult for both us and our vendors to accurately forecast future product demand trends, which could cause us to carry too much or too little merchandise in various product categories.
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We may be unable to compete effectively in our highly competitive markets.
The markets for beauty and wellness products and salon services are highly competitive with few barriers to entry. With regard to beauty and wellness products, we compete against a diverse group of retailers, both small and large, including mass merchandisers, specialty retailers, online capabilities of national retailers, pure-play e-commerce companies, online marketplaces (including those operated by social media platforms), and drug stores. In some regions or in connection with some products, we also compete against regional and national department stores, catalog retailers, local specialty retail stores, and direct response television, including television home shopping retailers and infomercials. With regard to salon services, we compete primarily against high-end and discount salon chains as well as locally owned salons.
We believe the principal bases upon which we compete are the breadth of merchandise, our value proposition, the quality of our guests’ shopping experience (including through our omnichannel offerings), and the convenience of our stores as one-stop destinations for beauty products and salon services. Many of our competitors are, and many of our potential competitors may be, larger and have greater financial, marketing, and other resources and therefore may be able to adapt

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to changes in guest requirements more quickly, devote greater resources to the marketing and sale of their products, generate greater brand recognition, or adopt more aggressive pricing policies than we can. As a result, we may lose market share, which could have a material adverse effect on our business, financial condition, profitability, and cash flows.
Epidemics, pandemics, natural disasters, conflicts, or other catastrophes or crises could have a material adverse effect on our business, financial condition, profitability, and cash flows.
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Epidemics, pandemics, and other public health crises, natural disasters, such as hurricanes, tornados, wildfires, earthquakes, and mudslides, as well as conflicts, such as wars, acts of violence, and terrorism, have resulted in the temporary closure of our stores and, in the future, could also result in physical damage to our properties, the temporary closing of our stores, the temporary closing of our distribution, fast fulfillment, and market fulfillment centers, the temporary lack of an adequate work force, the temporary or long-term disruption in the supply of products (or a substantial increase in the cost of those products) from domestic or foreign suppliers, the temporary disruption in the delivery of goods both to and from our distribution, fast fulfillment, and market fulfillment centers (or a substantial increase in the cost of those deliveries), the temporary reduction in the availability of products in our stores and/or the temporary reduction in visits to stores by guests. Accordingly, if one or more epidemics, pandemics, natural disasters, and/or acts of violence or terrorism were to occur in the future, it could have a material adverse effect on our business, financial condition, profitability, and cash flows or may require us to incur increased costs.
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Climate change could adversely impact our business operations and/or our supply chain.
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Scientific consensus shows that carbon dioxide and other greenhouse gases in the atmosphere have caused and will in the future cause changes in weather patterns around the globe. Climatologists predict these changes will result in the increased frequency of extreme weather events and natural disasters, which could disrupt our business operations or those of our suppliers. These weather events could also lead to an increased rate of temporary store closures and reduced guest traffic at our stores. In addition, concern about climate change and greenhouse gases may result in new or additional legal, legislative, and/or regulatory requirements to reduce or mitigate the effects of climate change on the environment. Any such new requirements could increase our operating costs for things like energy or packaging, as well as our product supply chain and distribution costs.
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There is also increased focus, including by investors, guests, and other stakeholders, on climate change and other environmental, social, governance, and sustainability matters, including single use plastic, energy, waste, and worker safety. Concern about climate change might cause consumer preferences to change, including moving away from products or ingredients considered to have high climate change impact and towards products that are more sustainably made, and we expect to incur additional costs in connection with our initiatives in this area.
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Our reputation could be damaged if we do not (or are perceived not to) act responsibly with respect to these matters and, taken together, these matters could materially and adversely affect our business, financial condition, profitability, and cash flows, as well as our ability to meet the needs of our guests.
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Business, Operational, and Strategic Risks
Our comparable sales and quarterly financial performance may fluctuate due to seasonality and other factors outside of our control, which could result in a decline in the price of our common stock.
We have historically experienced and expect to continue to experience seasonal fluctuations in our net sales, operating income, and net income. A significant portion of our net sales and profits is driven by holidays, such as Valentine’s Day and Mother’s Day in the first and second quarters and the November/December holiday season in the fourth quarter. We must carry a significant amount of inventory, particularly before these selling periods. If we miscalculate demand for our products generally or for our product mix during certain holiday seasons, our net sales could decline or we could accumulate excess inventory, which would harm our financial performance. If we are not successful in selling our inventory during these periods, we may be forced to rely on markdowns or promotional sales to dispose of the excess inventory or may not be able to sell the inventory at all, which could have a material adverse effect on our business, financial condition, and results of operations.
Additionally, our comparable sales and quarterly financial performance have historically been affected, and may continue to be affected, by any of the other types of risks and events described in these risk factors. Accordingly, our results for any one fiscal quarter are not necessarily indicative of the results to be expected for any other quarter, and comparable sales for any particular future period may decrease. In that event, the price of our common stock may decline.
If we are not successful in managing our inventory balances, our sales may decline and our results of operations may be negatively affected.
We must maintain sufficient inventory levels of merchandise that our guests desire to successfully operate our business. A shortage of popular merchandise could reduce our net sales. Conversely, we also must seek to avoid accumulating excess inventory to maintain appropriate in-stock levels. If we overstock unpopular merchandise, then we may be forced to take significant inventory markdowns or miss opportunities for the sale of other merchandise, both of which could have a negative impact on our profitability, and, in turn, our sales may decline or we may be required to sell the merchandise we have obtained at lower prices. If we are not successful in managing our inventory balances, our results of operations may be negatively affected.
If we are unable to gauge beauty trends and react to changing consumer preferences in a timely manner, our sales may decrease.
We believe our success depends in substantial part on our ability to:
● recognize and define product and beauty trends;
● anticipate, gauge, and react to changing consumer preferences (including relating to sustainability of product sources and packaging, ingredient transparency, and animal welfare) in a timely manner;
● translate market trends into appropriate, saleable product and service offerings in our stores and salons in advance of our competitors;
● develop and maintain vendor relationships that provide us access to the newest merchandise on reasonable terms; and
● distribute merchandise to our stores in an efficient and effective manner and maintain appropriate in-stock levels.

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If we are unable to anticipate and fulfill the merchandise needs of the consumer, our net sales may decrease and we may be forced to increase markdowns of slow-moving merchandise, either of which could have a material adverse effect on our business, financial condition, profitability, and cash flows.
We rely on our good relationships with brand partners to purchase prestige, mass, and salon beauty products on reasonable terms, and to offer certain brands or products that are permanently or temporarily exclusive to us. If these relationships were to be impaired, or if certain brand partners were to change their distribution model or become unable to supply sufficient merchandise to keep pace with our growth plans, we may not be able to obtain a sufficient selection or volume of merchandise on reasonable terms, and we may not be able to respond promptly to changing trends in beauty products, either of which could have a material adverse effect on our competitive position, business, financial condition, profitability, and cash flows.
We have no long-term supply agreements with brand partners, so our success depends on maintaining good relationships with them. Our business depends to a significant extent on the willingness and ability of our brand partners to supply us with a sufficient selection and volume of products to stock our stores. Some of our prestige brand partners may not have the capacity to supply us with sufficient merchandise to keep pace with our growth plans. We also have strategic partnerships with certain core brands, which have allowed us to benefit from the growing popularity of such brands. Any of our brand partners could in the future decide to scale back or end their partnerships with us and strengthen their relationships with our competitors, which could negatively impact the revenue we earn from the sale of such products. If we fail to maintain strong relationships with our existing brand partners, or if we fail to continue acquiring and strengthening relationships with additional brand partners, our ability to obtain a sufficient amount and variety of merchandise on reasonable terms may be limited, which could have a negative impact on our competitive position.
During fiscal 2025 and fiscal 2024, merchandise supplied by our top ten brand partners accounted for approximately 51% and 54% of our net sales, respectively. There continues to be vendor consolidation within the beauty products industry. The loss of or a reduction in the amount of merchandise made available to us by any one of these key vendors, or by any of our other brand partners, could have a material adverse effect on our business, financial condition, profitability, and cash flows.
We also offer products that are permanently exclusive to us and offer a number of brands and products that are exclusive to us for a limited period of time or are offered in advance of our competitors. If our brand partners ceased granting us permanent or temporary exclusive rights our net sales could be negatively impacted, which could have a material adverse effect on our business, financial condition, and profitability.
The development and use or misuse of AI or the failure to use AI present risks and challenges that may negatively affect our business.
Failure to adapt to a rapidly changing technological environment or failure to adopt emerging technologies, including advances relating to AI and agentic commerce, in a timely manner could negatively affect our business. For example, if we are unable to match or surpass the advances in technologies and capabilities of our competitors for either external (guest)-facing or internal use cases, our competitive position could be adversely affected. In addition, if we adopt new technologies such as AI and fail to deploy them effectively or if we, our associates, or third parties acting at our direction use them incorrectly, unethically, or illegally, it could have a negative impact on our business, reputation, and financial results. The development of AI technologies is complex, and there are technical and other challenges associated with achieving the desired level of accuracy, efficiency, and reliability. The algorithms and models utilized in generative AI systems may have limitations, including biases, errors, or the inability to handle certain data types or scenarios. Additionally, there is a risk of system failures, disruptions, or vulnerabilities that could compromise the integrity, security, or privacy of data inputs or generated content. These limitations or failures could result in reputational harm, legal liabilities, or loss of guest, employee, or business partner confidence. Uncertainty regarding the regulation of AI and other burgeoning technologies may require significant resources to modify and maintain business practices to comply with U.S. and non-U.S. laws, the nature of which cannot be determined at this time. An increasing number of jurisdictions around the globe, including several U.S. states, have already proposed or enacted laws governing AI. Other jurisdictions may decide to adopt similar or more restrictive legislation that may render the use of such technologies challenging. These obligations may make it harder for us to conduct our business using AI, lead to regulatory fines or

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penalties, require us to change our business practices, or prevent or limit our use of AI. If we are unable to effectively use AI, or that use is restricted, our business may be less efficient, or we may be at a competitive disadvantage. Any of these factors could have a material adverse effect on our business, financial condition, profitability, and cash flows.
Any significant interruption in the operations of our distribution, fast fulfillment, and market fulfillment centers could disrupt our ability to deliver merchandise to our stores and guests in a timely manner, which could have a material adverse effect on our business, financial condition, profitability, and cash flows.
We distribute products to our stores without supplementing such deliveries with direct-to-store arrangements from vendors or wholesalers. We are a retailer carrying approximately 30,000 beauty products that change on a regular basis in response to beauty trends, which makes the success of our operations particularly vulnerable to disruptions in our distribution infrastructure. Any significant interruption in the operation of our supply chain infrastructure, such as disruptions in our information systems, disruptions in operations due to fire, natural disasters, or other catastrophic events, labor disagreements, inventory availability (including as a result of tariffs or trade barriers), or shipping and transportation problems, could drastically reduce our ability to receive and process orders and provide products and services to our stores and guests, which could have a material adverse effect on our business, financial condition, profitability, and cash flows. In addition, shipping and transportation costs represent a component of our cost structure and an increase in shipping and transportation costs, including as a result of inflationary pressures, could have a material adverse effect on our business, financial condition, profitability, and cash flows.
If we fail to retain our existing senior management team or attract qualified new personnel at all levels, such failure could have a material adverse effect on our business, financial condition, profitability, and cash flows.
Our business requires disciplined execution at all levels of our organization. This execution requires an experienced and talented management team. If we were to lose the benefit of the experience, efforts, and abilities of key executive personnel, it could have a material adverse effect on our business, financial condition, profitability, and cash flows. Furthermore, the success of our business depends significantly on our ability to attract, motivate, and retain qualified associates, including store managers and other store associates, distribution center associates, and corporate personnel. Competition for this type of personnel is intense, and we may not be successful in attracting, assimilating, and retaining the associates required to grow and operate our business profitably. In addition, fluctuations in the cost of labor, including as a result of inflationary pressures on wages, may negatively impact our profitability and cash flows.
Recent or potential future legislative initiatives may seek to increase the federal minimum wage in the United States, as well as the minimum wages in certain individual states or markets. As federal or state minimum wage rates increase, we may need to increase not only the wage rates of our minimum wage associates, but also the wages paid to our other hourly associates. Further, should we fail to increase our wages competitively in response to increasing wage rates, the quality of our workforce could decline, causing our customer service to suffer. Any increase in the cost of our labor could have an adverse effect on our operating costs, financial condition, and results of operations. If we are unable to hire and retain store-level associates capable of providing a high level of customer service, skilled distribution center associates, and other qualified personnel, our business could be materially adversely affected.
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Although none of our associates are currently covered under collective bargaining agreements, we cannot guarantee that our associates will not elect to be represented by labor unions in the future. If some or all of our workforce were to become unionized and collectively bargained terms were significantly different from our current compensation arrangements or work practice, it could have a material adverse effect on our business, financial condition, and results of operations.
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Our e-commerce platform exposes us to certain additional risks which could adversely affect our results of operations.
We offer most of our beauty products for sale through our Ulta.com website and through our mobile applications. As a result, we encounter risks and difficulties frequently experienced by internet-based businesses, including risks related to our ability to attract and retain guests on a cost-effective basis and our ability to operate, support, expand, and develop our internet operations, website, mobile applications and software, and other related operational systems. Although we

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believe that our omnichannel participation is a distinct advantage for us due to synergies and the potential for new guests, supporting product offerings through these channels can create issues that have the potential to adversely affect our results of operations. For example, if our e-commerce platform successfully grows, it may do so in part by attracting existing guests, rather than new guests, who choose to purchase products from us online or through our mobile applications rather than from our physical stores, thereby reducing the financial performance of our stores. In addition, offering different products through each channel could cause conflicts and cause some of our current or potential future internet or mobile guests to consider competing distributors of beauty products. Offering products through our internet channel or through our mobile applications could also cause some of our current or potential vendors to consider competing internet or mobile offerings of their products either on their own or through competing distributors. Additionally, omnichannel retailing continues to rapidly evolve, and we must keep pace with changing guest expectations and new developments by our competitors. As we continue to grow our e-commerce platform, the impact of attracting existing rather than new guests, conflicts between product offerings online or through our mobile application and through our stores, and opening up our channels to increased competition from pure-play e-commerce companies could have a material adverse effect on our business, financial condition, profitability, and cash flows. In addition, if we are unable to make, improve, or develop relevant guest-facing technology in a timely manner, our ability to compete and our results of operations could be adversely affected.
If our marketing, advertising, and promotional programs are unsuccessful, our results of operations and financial condition could be adversely affected.
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Guest traffic and demand for our merchandise are influenced by our advertising, marketing, and promotional activities. We use marketing, advertising, and promotional programs to attract guests through various media, including social media, websites, mobile applications, email, and print. Our future growth and profitability will depend in part upon the effectiveness and efficiency of our advertising and marketing programs. Further, disruption to certain media channels could have a material adverse effect on our results of operations and financial condition.
The capacity of our distribution and order fulfillment infrastructure and the performance of our distribution centers, fast fulfillment center, and market fulfillment centers may not be adequate to support our future growth, which could prevent the successful implementation of these plans or cause us to incur excess costs to expand this infrastructure, which could have a material adverse effect on our business, financial condition, profitability, and cash flows.
We currently operate four regional distribution centers, which house the distribution operations for Ulta U.S. retail stores together with the order fulfillment operations of our e-commerce platform, one fast fulfillment center (e-commerce only), and two market fulfillment centers, which focus on our most productive products and support e-commerce and retail stores. To support our expected future growth and to maintain the efficient operation of our business, it is likely that new distribution facilities will be added and existing facilities will be refurbished in the future. Our failure to effectively upgrade and expand our distribution capacity on a timely basis to keep pace with our anticipated growth in stores and the performance of our distribution centers could have a material adverse effect on our business, financial condition, profitability, and cash flows.
Increased costs or interruption in our third-party vendors’ overseas sourcing operations could disrupt production, shipment, or receipt of some of our merchandise, which could result in lost sales and could increase our costs.
We directly source the majority of our Ulta Beauty Collection components and Ulta Beauty branded gifts with purchase and other promotional products through third-party vendors using foreign factories. In addition, many of our vendors use overseas sourcing to varying degrees to manufacture some or all of their products. Any event causing a disruption of manufacturing or imports from such foreign countries, including the imposition of import restrictions, increased customs duties, tariffs, trade barriers (including quotas), trade wars, geopolitical events, political changes, and legal or economic restrictions on overseas suppliers’ ability to produce and deliver products, could result in substantial disruptions in our supply chain (including inventory availability) and materially harm our operations. We have no long-term supply contracts with respect to such foreign-sourced items, many of which are subject to existing or potential duties, tariffs, or quotas that may limit the quantity of certain types of goods that may be imported into the U.S. from such countries. Our business is also subject to a variety of other risks generally associated with sourcing goods from abroad, such as political instability, wars or other conflicts, disruption of imports by labor disputes, and local business practices. Our sourcing

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operations may also be hurt by health concerns regarding infectious diseases in countries in which our merchandise is produced, adverse weather conditions or natural disasters that may occur overseas, or acts of war or terrorism, to the extent these acts affect the production, shipment, or receipt of merchandise. Our future operations and performance will be subject to these factors, which could have a material adverse effect on our business, financial condition, profitability, and cash flows or may require us to modify our current business practices and incur increased costs.
An inability to execute our real estate growth and optimization strategy could affect our financial results.
Our financial performance could be affected by our ability to successfully grow and optimize our retail store footprint. There is no assurance that we will be able to locate and lease adequate desirable locations that meet our criteria. Additionally, our ability to negotiate favorable lease terms depends on conditions in the real estate markets, including competition for desirable properties, our relationships with current and prospective property owners or shopping center operators, and other factors that may be outside our control. Our financial performance could be further adversely affected if we are unable to successfully optimize our existing retail store fleet, including by opening new stores and relocating existing stores in desirable locations, renewing or extending leases, restructuring leases to obtain more favorable renewal terms, refreshing and remodeling existing stores, and, if necessary, closing underperforming and poorly located stores. If any aspect of our real estate growth and/or optimization strategy does not achieve the results we expect, in whole or in part, we may fail to meet our performance expectations.
Expanding into international markets exposes us to additional risks.
In 2025, we expanded internationally through our acquisition of Space NK and the establishment of a joint venture in Mexico and a franchise relationship in the Middle East. Although our international activities are not significant to our financial results, our increasing international presence exposes us to additional risks. We have relatively little operating experience in international markets and may be challenged in replicating our business model in other countries. It is costly to establish, develop, and maintain international operations and promote our brand internationally. For these and other reasons, our international operations may not become profitable on a sustained basis. As international physical, e-commerce, and omnichannel retail and other services grow, competition will intensify, including through adoption of evolving business models. Local companies may have a substantial competitive advantage because of their greater understanding of, and focus on, the local customer, as well as their more established local brand names.
In addition, our international operations are subject to a number of unique risks, including those relating to local economic and political conditions; government regulation; restrictive trade policies; restrictions on the sale or distribution of certain products or services; uncertainty regarding liability for products, services, and content, including uncertainty as a result of unfamiliar local laws and legal systems; business licensing or certification requirements; limited fulfillment and technology infrastructure; laws and regulations regarding privacy, data use, data protection, data security, data localization, network security, consumer protection, payments, advertising, and restrictions on pricing or discounts; compliance with the U.S. Foreign Corrupt Practices Act and other applicable U.S. and foreign laws prohibiting corrupt payments to government officials and other third parties; laws and policies of the U.S. and other jurisdictions affecting trade, foreign investment, loans, and taxes; and geopolitical events, including war and terrorism.
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Harm to our reputation could adversely impact our ability to attract and retain guests, associates, vendors, and/or other partners.
Negative publicity or perceptions involving us or our brands, products, associates, operations, vendors, spokespersons, or marketing and other partners may negatively impact our reputation and adversely affect our ability to attract and retain guests, associates, vendors, and/or other partners. Failure to detect, prevent, or mitigate issues that might give rise to reputational risk or failure to adequately address negative publicity or perceptions could adversely impact our business, results of operations, and financial condition. Issues that might pose a reputational risk include failure of our cybersecurity measures to protect against cybersecurity incidents; product liability and product recalls; inaccurate claims regarding the sustainability or content/ingredients of the products sold in our stores, including in connection with our Conscious Beauty program; our social media activity; our handling of issues relating to corporate responsibility matters, including our responses to such matters; failure to comply with applicable laws and regulations or enforce our own policies; public stances on controversial social or political issues; concerns surrounding labor, environmental, workplace

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safety, and other practices that may vary from U.S. standards in any of our foreign vendors or partners, whether directly or indirectly; and any of the other risks enumerated in these risk factors. As part of our marketing efforts, we rely on social media platforms and other digital marketing to attract and retain guests. A variety of risks are associated with our social media activity and digital marketing, including the improper disclosure of proprietary information, negative comments about or negative incidents regarding us, exposure of personally identifiable information, fraud, or out-of-date information. The inappropriate use of social media and digital marketing vehicles by us, our guests, associates, or others could increase our costs, lead to litigation, or result in negative publicity that could damage our reputation. Many social media platforms immediately publish the content, videos, and/or photographs created or uploaded by their subscribers and participants, often without filters or checks on accuracy of the content posted. Information posted on such platforms at any time may be adverse to our interests and/or inaccurate. The dissemination of negative information related to us or our brands, products, associates, operations, vendors, spokespersons, or partners could harm our business, results of operations, and financial condition, regardless of the information’s accuracy, and the harm may be immediate without affording us an opportunity for redress or correction. It may be difficult to address negative publicity across media channels, regardless of its accuracy or the reputability of its source, and this challenge could be further exacerbated by fictitious media content, such as content produced by generative AI or bad actors. Furthermore, the prevalence of news coverage, the internet, and social media may accelerate and increase the potential scope of any negative publicity we might receive and could increase the negative impact of these issues on our reputation, business, results of operations, and financial condition.
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If we are unable to protect against inventory shrink, our results of operations and financial condition could be adversely affected.
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Our business depends on our ability to effectively manage our inventory. Risk of inventory loss (also called shrink) is inherent in the retail business. We have historically experienced inventory shrink due to damage, theft (including from organized retail crime), and other causes. While some level of inventory shrink is unavoidable, in past years we have experienced levels of inventory shrink greater than our historical levels, which have adversely affected, and could continue to adversely affect, our results of operations and financial condition. To protect against inventory shrink, we have taken, and may continue to take, certain operational and strategic actions that could adversely affect our reputation, guest experience, and results of operations.
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Our private label brand merchandise exposes us to various risks generally encountered by companies that source, manufacture, market, and retail exclusive private label brand merchandise.
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In addition to merchandise provided by vendors, we offer private label brand merchandise, which subjects us to certain risks, including:
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● our ability to successfully and profitably conduct sourcing and manufacturing activities internally or with third-party agents, manufacturers, and distributors;
● our failure or our manufacturers’ failure to comply with applicable regulatory requirements, including product safety, working age and conditions, anti-corruption, import and customs, and retail sale restrictions;
● potential mandatory or voluntary product recalls;
● claims and lawsuits resulting from injuries associated with the use of our private label brand merchandise;
● our ability to successfully protect our intellectual property or other proprietary rights (e.g., defending against counterfeit, knock-offs, grey-market, infringing, or otherwise unauthorized goods);
● our ability to successfully navigate and avoid claims related to the intellectual property or other proprietary rights of third parties;
● sourcing and manufacturing outside the United States, including foreign laws and regulations, political unrest, disruptions or delays in cross-border shipments, changes in economic conditions in foreign countries, exchange rate and import duty fluctuations, and conducting activities with third-party manufacturers; and
● price increases of raw materials used in the manufacturing of our private label brand merchandise and other risks generally encountered by entities that source, manufacture, market, and retail private label brand merchandise.
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Our failure to adequately address some or all of these risks could have a material adverse effect on our business, results of operations, and financial condition.
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We may not realize the anticipated benefits of acquisitions, joint ventures, and partnerships, or these benefits may take longer to realize than expected.
From time to time, we may make strategic acquisitions and participate in joint ventures and partnerships. Acquisitions, joint ventures, and partnerships we have entered into, or may enter into in the future, may involve significant challenges and risks, including that the acquisitions, joint ventures, or partnerships do not advance our business strategy or fail to produce satisfactory returns on investment. Other risks could include difficulties in integrating acquisitions with our operations, applying internal control processes to these acquisitions (including those related to cybersecurity), managing strategic investments, and/or combining business cultures; regulatory or compliance exposure until appropriate processes and controls are implemented; integration costs and significant attention from management and personnel; failing to realize the anticipated benefits of acquisitions, joint ventures, or partnerships, or the realization of benefits being significantly delayed, including because the businesses acquired may not be complementary or compatible with our business strategy or may not enhance our market position, footprint, or capability set; and due diligence evaluations of potential transactions not identifying all of the business, legal, compliance, and financial risks to accurately estimate the impact of a particular acquisition, joint venture, or partnership, including potential exposure to regulatory sanctions resulting from an acquisition target’s or business partner’s previous activities.
Our secured revolving credit facility contains certain restrictive covenants that could limit our operational flexibility, including our ability to open stores.
We have a $1.0 billion secured revolving credit facility with a term expiring in March 2029. Substantially all of our assets are pledged as collateral for outstanding borrowings under the agreement. The credit facility agreement contains usual and customary restrictive covenants that, among other things, limit our ability to incur additional indebtedness, pay cash dividends and repurchase our stock, and merge or consolidate with another entity, and requires us to maintain a fixed charge coverage ratio of not less than 1.0 to 1.0 during such periods when availability under the agreement falls below a specified threshold. In addition, Space NK maintains a £40.0 million revolving credit facility maturing in April 2028 that is secured by substantially all of Space NK's assets and contains a requirement to maintain an interest coverage ratio not less than 4.0 to 1.0 and a leverage ratio not to exceed 2.0 to 1.0 for any relevant period. These covenants could restrict our operational flexibility and any failure to comply with these covenants or our payment obligations would limit our ability to borrow under the credit facilities and, in certain circumstances, may allow the lenders thereunder to require repayment.
Our stock repurchase programs could affect the price of our common stock and may be suspended or terminated at any time, which may result in a decrease in the trading price of our common stock.
We may have a stock repurchase program in place that we may utilize from time to time. Any such stock repurchase program adopted will not obligate the Company to repurchase any dollar amount or number of shares of common stock and may be suspended or discontinued at any time, which could cause the market price of our common stock to decline. Repurchases pursuant to any such stock repurchase program could affect our stock price and the existence of a stock repurchase program could also cause our stock price to be higher than it would be in the absence of such a program. There can be no assurance that any stock repurchases will enhance stockholder value because the market price of our common stock may decline below the levels at which we repurchased shares of common stock.
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Information Security, Cybersecurity, Data Privacy, Regulatory, and Legal Risks
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We are subject to risks relating to our information technology systems, and any failure to adequately protect our critical information technology systems, successfully upgrade our information technology systems, or any material disruption of our information systems could negatively impact financial results and materially adversely affect our business operations, particularly during the holiday season.
We are dependent on a variety of information systems, including management, supply chain and financial information, and various other processes and transactions, to effectively manage our business. We are also expanding and upgrading our information systems (including the recent replacement of our enterprise resource planning platform) to support historical and expected future growth. The failure of these projects, the failure of our information systems to perform as designed, the failure by us to adequately maintain or update our information systems, or breaches of security could have an adverse effect on our business and results of our operations. Any material disruption of our systems could disrupt our ability to track, record, and analyze the merchandise that we sell and could cause delays or cancellation of guest orders or impede the manufacture or shipment of products, the processing of transactions, our ability to receive and process e-commerce orders, and/or the reporting of financial results.
Our e-commerce operations are increasingly important to our business. The Ulta.com website and our mobile applications serve as an effective extension of our marketing and prospecting strategies by exposing potential new guests to the Ulta Beauty brand, product offerings, and enhanced content. As the importance of our website, mobile applications, and e-commerce operations to our business continues to grow, we are increasingly vulnerable to downtime and other technical failures. Our failure to successfully respond to these risks could reduce e-commerce sales and damage our brand’s reputation.
Cybersecurity or information security breaches and other disruptions could compromise our information, result in the unauthorized disclosure of confidential guest, employee, Company, and/or business partner information, damage our reputation, and expose us to liability, which could negatively impact our business.
In the ordinary course of our business, we collect, process, and store sensitive and confidential data, including our proprietary business information and that of our guests, suppliers, and business partners, and personally identifiable information of our guests and employees, in our data centers and on our networks. The secure processing, maintenance, and transmission of this information is critical to our operations. We rely on commercially available systems, software, tools, and monitoring to provide security for processing, transmission, and storage of confidential information. Despite the security measures we have in place and continual vigilance in regard to the protection of sensitive information, our systems and those of our third-party service providers may be vulnerable to security breaches, denial-of-service attacks, break-ins, phishing attacks, social engineering, acts of vandalism, computer viruses, misplaced or lost data, human errors, or other similar events. Furthermore, we allow certain of our employees to work remotely, as certain of our third-party service providers also allow, and this remote working environment may increase cybersecurity-related risks. Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost, or stolen. Any such access, disclosure, or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, disruption to our operations, damage to our reputation, and/or loss of confidence in our business, products, and services, which could adversely affect our business, financial condition, profitability, and cash flows.
Failure to maintain satisfactory compliance with applicable privacy and data protection laws and regulations may subject us to negative financial consequences, including civil or criminal penalties, and harm our brand and reputation.
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Complex local, state, national, and international/foreign laws and regulations, such as the California Consumer Privacy Act and the EU General Data Protection Regulation, apply to the collection, use, retention, protection, disclosure, transfer, and other processing of personal data. These privacy and data protection laws and regulations are quickly evolving, with new or modified laws and regulations proposed and implemented frequently and existing laws and regulations subject to new or different interpretations and enforcement. Complying with these laws and regulations may cause us to incur substantial costs, require changes to our business practices, and limit our ability to obtain data used to

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provide a differentiated guest experience. In addition, our failure to comply with applicable laws and regulations or other obligations to which we may be subject relating to personal data, or to protect personal data from unauthorized access, use, or other processing, could result in enforcement actions and regulatory investigations against us, claims for damages by guests and other affected individuals, fines, and/or damage to our brand and reputation, any of which could adversely affect our business, financial condition, profitability, and cash flows.
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We, as well as our vendors, are subject to numerous laws and regulations that could require us to modify our current business practices and incur increased costs, which could have a material adverse effect on our business, financial condition, profitability, and cash flows.
In our U.S. and international markets, numerous laws and regulations at the national, state, and local levels can affect our business. Legal requirements are frequently changed and subject to interpretation, and we are unable to predict the ultimate cost of compliance with these requirements or their effect on our operations. If we fail to comply with any present or future laws or regulations, we could be subject to future liabilities, a prohibition on the operation of our stores, or a prohibition on the sale of our Ulta Beauty branded products. In particular, failure to adequately comply with the following legal requirements could have a material adverse effect on our business, financial condition, profitability, and cash flows:
● Our sizable workforce makes us vulnerable to changes in labor and employment laws.
● Our salon operations are subject to state board regulations and state licensing requirements for our stylists and salon procedures. Failure to maintain compliance with these regulatory and licensing requirements could jeopardize the viability of our salons.
● We operate stores in California, which has enacted legislation commonly referred to as “Proposition 65” requiring that “clear and reasonable” warnings be given to consumers who are exposed to chemicals known to the State of California to cause cancer or reproductive toxicity. Although we have sought to comply with Proposition 65 requirements, there can be no assurance that we will not be adversely affected by litigation relating to Proposition 65.
● Future changes in healthcare reform legislation could significantly impact our business.
● Evolving anti-discrimination laws could impact our efforts to support inclusion and belonging across our business for our guests, assortment, associates, brands, other partners, and stakeholders.
● We are subject to antibribery and corruption laws, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, that prohibit companies and their intermediaries from making improper payments or providing anything of value to improperly influence government officials or private individuals for the purpose of obtaining or retaining a business advantage. Violations of these laws and regulations could result in criminal or civil sanctions and may have a material adverse effect on our reputation, business, results of operations, and financial condition.

The formulation, manufacturing, packaging, labeling, distribution, sale, and storage of our vendors’ products and our Ulta Beauty branded products are also subject to extensive regulation by various federal agencies in the U.S., including the Food and Drug Administration (FDA), Federal Trade Commission (FTC), Consumer Product Safety Commission (CPSC), Environmental Protection Agency (EPA), and various state and local agencies, such as State Attorneys General and District Attorneys, as well as similar analogous authorities in our international markets. If we, our vendors, or the manufacturers of our Ulta Beauty branded products fail to comply with those regulations, we could become subject to significant penalties, claims, or product recalls, which could harm our results of operation, our reputation, and/or our ability to conduct our business.

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Additionally, the adoption of new regulations or changes in the interpretations of existing regulations could result in significant compliance costs or discontinuation of product sales and may impair the marketability of our vendors’ products or our Ulta Beauty branded products, resulting in significant loss of net sales. Our failure to comply with federal, state, or local requirements when we advertise our products (including prices) or services, or engage in other promotional activities, in digital (including social media), television, or print may result in enforcement actions and imposition of penalties or otherwise harm the distribution and sale of our products.
Our associates or others may engage in misconduct or other improper activities, including noncompliance with our policies and procedures.

We are exposed to the risk of misconduct or other improper activities by our associates and third parties such as independent contractors, agents, and business partners. Misconduct by associates, independent contractors, or agents could include inadvertent or intentional failures to comply with the Company’s policies and procedures, the laws and regulations to which they are subject, and/or ethical, social, product, labor, and environmental standards. Our current and former associates or independent contractors may also become subject to allegations of sexual harassment, racial and gender discrimination, or other similar misconduct, which, regardless of the ultimate outcome, may result in adverse publicity that could significantly harm our brand, reputation, and operations. Associate misconduct could also involve improper use of information obtained in the course of the associate’s prior or current employment, which could result in legal or regulatory action and harm to our reputation.
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Litigation and other legal or regulatory proceedings or claims and the outcome of such litigation, proceedings, or claims, including possible fines and penalties, could have a material adverse effect on our business and any loss contingency accruals may not be adequate to cover actual losses.
From time to time, we are subject to litigation, including potential class action and single-plaintiff litigation, and other legal or regulatory proceedings or claims in the ordinary course of our business operations regarding, but not limited to, employment matters, consumer claims, security of consumer and employee personal information, product labeling or content, advertising compliance, contractual relations with suppliers, marketing, and infringement of trademarks and other intellectual property rights. Litigation to defend ourselves against claims by third parties, or to enforce any rights that we may have against third parties, may be necessary, which could absorb significant management time and/or result in substantial costs and diversion of our resources, causing a material adverse effect on our business, financial condition, profitability, and cash flows. We establish accruals for potential liabilities arising from litigation and other legal or regulatory proceedings or claims when potential liability is probable and the amount of the loss can be reasonably estimated based on currently available information. We may still incur legal costs for a matter even if we have not accrued a liability. In addition, actual losses may be higher than the amount accrued for a certain matter, or in the aggregate. Any resolution of litigation or other legal or regulatory proceedings or claims could materially adversely impact our business, financial condition, profitability, and cash flows.
Specifically, our technologies, promotional products purchased from third-party vendors, and/or Ulta Beauty branded products, or potential products in development, may infringe rights under patents, patent applications, trademark, copyright, or other intellectual property rights of third parties in the United States and abroad. These third parties could bring claims against us that would cause us to incur substantial expenses and, if successful, could cause us to pay substantial damages. Further, if a third party were to bring an intellectual property infringement suit against us, we could be forced to stop or delay development, manufacturing, or sales of the product that is the subject of the suit.
As a result of intellectual property infringement claims, or to avoid potential claims, we may choose to seek, or be required to seek, a license from the third party and would most likely be required to pay license fees or royalties or both. These licenses may not be available on acceptable terms, or at all. Ultimately, we could be prevented from commercializing a product or be forced to cease some aspect of our business operations if, as a result of actual or threatened intellectual property infringement claims, we are unable to enter into licenses on acceptable terms. Even if we were able to obtain a license, the rights may be non-exclusive, which would give our competitors access to the same intellectual property. The inability to enter into licenses could harm our business significantly.

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We maintain insurance coverages with third-party insurers. However, not every risk or liability is or can be protected by insurance, and, for those risks we insure, the limits of coverage we purchase or that are reasonably obtainable in the market may not be sufficient to cover all actual losses or liabilities incurred. Liability insurance coverage is expensive and there is a risk that commercially available liability insurance will not continue to be available to us at a reasonable cost, if at all. If we or other industry participants sustain significant losses or make significant insurance claims, our ability to obtain future insurance coverage at commercially reasonable rates could be materially adversely affected. An inability to obtain liability insurance, significant increases in the cost of insurance we obtain, or losses in excess of our liability insurance coverage could have a material adverse effect on us.
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Any insurance we carry reflects deductibles, self-insured retentions, limits of liability, and similar provisions that we believe are prudent based on our operations. To offset negative insurance market trends, we may elect to self-insure, accept higher insurance deductibles, or reduce the amount of insurance coverage in response to market changes. Additionally, we self-insure a portion of expected losses under our workers’ compensation, general liability, Texas non-subscription plan, and group health insurance programs. We currently self-insure a portion of our commercial insurance deductible risk through our captive insurance company. To the extent that our captive insurance company is unable to bear the insured risk, we may be required to fund additional capital to our captive insurance company or to bear the loss. We use the services of independent actuaries for loss adjustment expense reserve analyses for the aforementioned lines of insurance. Liabilities associated with these lines of insurance are based on actual claim data and estimates of incurred but not reported claims developed using actuarial methodologies, and may be based on historical claim trends, industry factors, claim development, as well as other actuarial assumptions. Unanticipated changes in any applicable actuarial assumptions and management estimates underlying our recorded liabilities for these losses, variability in inflation rates, changes in the nature and method of claims settlement, benefit level changes due to changes in applicable laws, insolvency of insurance carriers, and changes in discount rates could result in materially different expenses than expected under these programs, which could have a material adverse effect on our results of operations and financial condition.
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We require many of our vendors to carry their own insurance, and we have indemnity agreements with many of our vendors, but we cannot be assured that (1) any specific claim or lawsuit will be subject to a vendor’s insurance or indemnity agreement, (2) our vendors will carry or maintain such insurance coverage or meet their indemnity obligations, or (3) we will be able to collect payments from our vendors sufficient to offset liability losses or, in the case of our private label brand products, where almost all of the manufacturing occurs outside the United States, that we will be able to collect anything at all.
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If our manufacturers are unable to produce products manufactured uniquely for Ulta Beauty, including Ulta Beauty Collection and Ulta Beauty branded gifts with purchase and other promotional products, consistent with applicable regulatory requirements, we could suffer lost sales and be required to take costly corrective action, which could have a material adverse effect on our business, financial condition, profitability, and cash flows.
We do not own or operate any manufacturing facilities and therefore depend upon independent third-party vendors for the manufacture of all products manufactured uniquely for Ulta Beauty, including Ulta Beauty Collection and Ulta Beauty branded gifts with purchase and other promotional products. The FDA does not currently have a pre-market approval system for cosmetics, but requires safety and efficacy substantiation. If we or our third-party manufacturers fail to comply with applicable regulatory requirements, we could be required to take costly corrective action. In addition, sanctions under various laws may include seizure of products, injunctions against future shipment of products, restitution and disgorgement of profits, operating restrictions, and criminal prosecution. These events could interrupt the marketing and sale of our Ulta Beauty branded products, severely damage our brand reputation and image in the marketplace, increase the cost of our products, cause us to fail to meet guest expectations, or cause us to be unable to deliver merchandise in sufficient quantities or of sufficient quality to our stores, any of which could result in lost sales, which could have a material adverse effect on our business, financial condition, profitability, and cash flows.
If we are unable to protect our intellectual property rights and our brand name, our brand and reputation could be harmed, which could have a material adverse effect on our business, financial condition, profitability, and cash flows.
We regard our trademarks, trade dress, copyrights, trade secrets, know-how, and similar intellectual property as critical to our success. Our principal intellectual property rights include registered and common law trademarks, copyrights in

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our website and mobile applications content, rights to our domain name www.ulta.com, and trade secrets and know-how with respect to our Ulta Beauty branded product formulations, product sourcing, sales and marketing, and other aspects of our business, and our digital innovations such as try-on applications and AI. As such, we rely on trademark and copyright law, trade secret protection, and confidentiality agreements with certain of our associates, consultants, suppliers, and others to protect our proprietary rights. If we are unable to protect or preserve the value of our trademarks, copyrights, trade secrets, or other proprietary rights for any reason (including any cybersecurity incident that results in the unauthorized use of our intellectual property rights), or if other parties infringe on our intellectual property rights, our brand and reputation could be impaired, and we could lose guests, which could have a material adverse effect on our business, financial condition, profitability, and cash flows.
In addition, we license certain of our trademarks to some of our business partners. While we enter into comprehensive agreements with our business partners covering, among other things, use of our brand name, the value of our brand and our reputation could be impaired to the extent that our business partners do not operate their businesses, including their stores or websites, in a manner consistent with our requirements regarding our brand identities and guest experience standards. Failure to protect the value of our brands, or any other harmful acts or omissions by a business partner, could have an adverse effect on our business, financial condition, profitability, cash flows and reputation.
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Our Ulta Beauty branded products and salon services may cause unexpected and undesirable side effects that could result in their discontinuance or expose us to lawsuits, either of which could result in unexpected costs and damage to our reputation, which could have a material adverse effect on our business, financial condition, profitability, and cash flows.
Unexpected and undesirable side effects caused by our Ulta Beauty branded products for which we have not provided sufficient label warnings or salon services, which may have been performed negligently, could result in the discontinuance of sales of our products or of certain salon services or prevent us from achieving or maintaining market acceptance of the affected products and services. Such side effects could also expose us to product liability or negligence lawsuits. These events could cause negative publicity regarding our Company, brand, or products, which could in turn harm our reputation and net sales, which could have a material adverse effect on our business, financial condition, profitability, and cash flows.
Item 1B.   Unresolved Staff Comments
None.
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Item 1C. Cybersecurity
We recognize the importance of protecting customer and associate data and maintaining the safety, availability, security, and integrity of our data and information systems, some of which are provided or managed by third parties. We continue to invest in people, technology, and processes to protect data and systems against evolving cybersecurity threats. We have implemented a cybersecurity program that we believe is reasonably designed to manage risks from cybersecurity threats, including those that may result in adverse effects on the confidentiality, integrity, and availability of our information systems, and impact the security of information we create, maintain, and process on our information systems. Our program is designed to enable us to prevent, monitor, identify, detect, investigate, respond to, mitigate, and report on cybersecurity threats and incidents.
Risk Management and Strategy
The Company’s cybersecurity program is based on recognized frameworks established by the National Institute of Standards and Technology (“NIST”), the International Organization for Standardization, and other applicable industry standards and applies, as appropriate, to the Company’s internal and external information systems, applications, networks, and operations. The Company’s cybersecurity program is focused on the following key areas:
Technical Safeguards. Our cybersecurity team constantly and proactively monitors our network and application landscape for threats and anomalies. The cybersecurity team deploys technical safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality, and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence. We maintain a software vulnerability management program supported by internal personnel and third-party service providers. We deploy technologies to automate and enhance our operational security capabilities. We also use third-party managed security services to augment our cybersecurity team’s capabilities.
Incident Response Plan. The Company has established and maintains a comprehensive incident response plan that addresses the Company’s response to a cybersecurity incident. The plan provides a coordinated approach to investigating, containing, mitigating, and documenting cybersecurity incidents, including reporting and escalating findings as appropriate (including to the Company’s crisis management team).
Third-Party Risk Management. The Company maintains a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers, and other external users of the Company’s systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems . Our partners and vendors with whom we share information to conduct our business are required to safeguard it by appropriate means, including elevated contractual commitments when appropriate.
Risk Assessments. We conduct scanning, testing, and assessments designed to identify risks from cybersecurity threats, assess controls, and calibrate planning in response to rapidly evolving cybersecurity risks, and use the results from this testing to adjust our cybersecurity program roadmap to mitigate cybersecurity risks as they evolve. We assess ourselves against industry standard cybersecurity and risk management frameworks to measure the effectiveness of our technology controls and financial reporting controls. These efforts include a wide range of activities, including audits, assessments, tabletop exercises, threat modeling, vulnerability testing, and other exercises focused on evaluating the effectiveness of our cybersecurity measures and planning. The Company regularly engages third parties to perform assessments on our cybersecurity measures , including information security maturity assessments, audits, and independent reviews of our information security control environment and operating effectiveness, including network penetration assessments. The Company adjusts its cybersecurity policies, standards, processes, and practices as necessary based on the information provided by these assessments, audits, and reviews .
Internal Audits. Our internal audit team performs audits on various aspects of cybersecurity and reports the results of these audits in its quarterly reports to management and the Audit Committee (the “Audit Committee”)

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of our Board of Directors (the “Board”). The internal audits assess the sufficiency of security processes and controls for relevant systems. Leaders from our risk management, internal audit, and legal teams administer our enterprise risk management (“ERM”) program, which is designed to identify, assess, and manage our top enterprise risks, including risks arising from cybersecurity threats.
Training. All Ulta Beauty associates have a role as stewards of Company data, and we educate them on how to keep data safe. As part of the Company’s onboarding and annual security awareness training and regular training around phishing, we train associates on how to keep devices and data safe in public places; how to avoid security threats and phishing scams; how to maintain a secure workplace; and everyday practices that help maintain the security of corporate digital devices, data, and systems. In addition, we require vendors and contractors that supply or support our information systems to undergo onboarding and training regarding good information and data security hygiene.
Based on the information available to us as of the date of this Annual Report, we believe that risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected us, including our business strategy , results of operations, or financial condition, and as of the date of this Annual Report, we are not aware of any material risks from cybersecurity threats that are reasonably likely to do so. However, we cannot eliminate all risks from cybersecurity threats or provide assurances that the Company will not be materially affected by such risks in the future. Due to evolving cybersecurity threats, despite our security measures, we may not be able to anticipate, prevent, and stop future cybersecurity incidents, including attacks on our information systems and data and those of our partners. Also see “Information Security, Cybersecurity, Data Privacy, Regulatory, and Legal Risks” included as part of Item 1A. Risk Factors of this Annual Report on Form 10-K, which disclosures are incorporated by reference herein.
Governance
The Company has adopted a cross-functional and multi-management level approach to assessing and managing risks arising from cybersecurity threats. While management is responsible for the Company’s day-to-day risk management activities and processes, the Board is ultimately responsible for providing informed oversight of all risks relevant to the Company’s operations, including cybersecurity risk. The Audit Committee oversees the ERM program and is also responsible for the oversight of cybersecurity and other technology-related risks, which the ERM process has identified as key risks. Cybersecurity is a standing agenda item of the Audit Committee’s regular quarterly meetings, where the Audit Committee reviews and discusses cybersecurity risks along with the Company’s cybersecurity programs and strategy with management. The Company’s Chief Technology and Transformation Officer (“ CTTO ”) and his cybersecurity leadership team, together with the Chief Legal Officer (“CLO”), provide regular updates regarding cybersecurity and privacy topics to the Board and the Audit Committee throughout the year, addressing a wide range of topics, including recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends, board education, and information security considerations arising with respect to the Company’s peers and third parties. From time to time between quarterly meetings, our CTTO and CLO or other members of management may hold additional cybersecurity-related discussions with the Audit Committee. The Audit Committee regularly reports on its cybersecurity program oversight to the Board . The Board and the Audit Committee also receive prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds as well as ongoing updates regarding any such incident until it has been addressed .
The CTTO is the primary executive responsible for leading the Company’s cybersecurity risk management program , with over 30 years of experience in various technology-related roles, including responsibilities related to managing information security, developing cybersecurity strategy, and implementing cybersecurity programs. Our cybersecurity team is led by our Senior Vice President, IT Infrastructure and Security, who reports to our CTTO. The Senior Vice President, IT Infrastructure and Security has 26 years of IT experience. Our Vice President, Information Security reports to the Senior Vice President, IT Infrastructure and Security, and leads the Company’s information security program. He has over 20 years of cybersecurity experience, including serving in similar roles leading and overseeing cybersecurity programs at other public companies .
Our cybersecurity team is responsible for the operations of our cybersecurity program, including implementing, monitoring, and maintaining cybersecurity and data protection solutions and practices across the enterprise. The

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cybersecurity team works collaboratively across the Company to implement a program designed to protect the Company’s information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with the Company’s incident response plans . In addition to our extensive in-house cybersecurity capabilities, at times we also engage consultants, auditors, or other third parties to assist with assessing, identifying, and managing cybersecurity risks. Our cybersecurity team works with our crisis management team and cybersecurity advisors we may engage to respond to and manage the resolution of cybersecurity incidents. Our cybersecurity team also works closely with our legal team on various aspects of our cybersecurity program.
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Item 2.   Properties
All of our retail stores, distribution centers, fast fulfillment center, market fulfillment centers, and corporate offices are leased or subleased.
Retail stores
Our retail stores are predominantly located in convenient, high-traffic locations such as power centers. Our typical store is approximately 10,000 square feet, including approximately 950 square feet dedicated to our full-service salon. Most of our retail store leases provide for a fixed minimum annual rent and generally have a 10-year initial term with options for two or three extension periods of five years each, exercisable at our option.
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We also operate retail stores through Space NK in the United Kingdom (“U.K.”) and Ireland. A typical Space NK store is approximately 2,000 square feet. Most Space NK retail store leases provide for a fixed minimum annual rent and generally have a 10-year initial term.
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As of January 31, 2026, we operated 1,591 retail stores, as shown in the table below:
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Location
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Number of stores

United States
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1,505

International (Company-operated)
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86

Total
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1,591

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Distribution centers, fast fulfillment center, and market fulfillment centers
Our standard distribution center (“DC”), fast fulfillment center (“FFC”), and market fulfilment center (“MFC”) lease provides for a fixed minimum annual rent and generally has a 10- or 15-year initial term with three or four renewal options with terms of five years each. The general location, approximate size, and lease expiration date for each DC, FFC, and MFC at January 31, 2026, are set forth below:
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​

​

​

​

​

​
​
​
​
Approximate
​
Lease Expiration

Location
  ​ ​ ​
Type
  ​ ​ ​
Square Feet
  ​ ​ ​
Date

Bolingbrook, Illinois
​
MFC
​
321,132
​
July 31, 2033

Chambersburg, Pennsylvania
​
DC
​
503,605
​
June 30, 2027

Dallas, Texas
​
DC
​
670,680
​
July 31, 2031

Fresno, California
​
DC
​
670,680
​
July 31, 2028

Greenwood, Indiana
​
DC
​
670,680
​
July 31, 2030

Greer, South Carolina
​
MFC
​
303,580
​
May 31, 2033

Jacksonville, Florida
​
FFC
​
203,463
​
September 30, 2029

Perivale, U.K. (Space NK)
​
DC
​
69,310
​
October 13, 2031

​
​

30

Table of Contents

Corporate offices
Our principal executive office is in Bolingbrook, Illinois. The corporate office is approximately 362,000 square feet with lease terms expiring in 2028. Additionally, we have a satellite corporate office in Chicago, Illinois. The Chicago office is approximately 23,000 square feet with lease expiration in 2026. We also operate a corporate office in London, U.K., which is approximately 8,000 square feet with a lease expiration in 2027.
Item 3.    Legal Proceedings
See Note 10 to our consolidated financial statements, “Commitments and contingencies - General litigation,” for information on legal proceedings.
Item 4.    Mine Safety Disclosures
None.
Information About our Executive Officers
The names of our executive officers, their ages, and their positions (as of January 31, 2026) are provided in the following table. All executive officers are elected or appointed by the Board annually in March and hold office until the meeting of the Board the following March.
​

​

​

​

​

​

​

Name
  ​ ​ ​
Age
  ​ ​ ​
Current Position (effective date)
​
Prior Business Experience (effective date)

Kecia L. Steelman
​
55
​
President and Chief Executive Officer and member of the Board of Directors (January 2025)
​
• President and Chief Operating Officer (September 2023)
• Chief Operating Officer (June 2021)
• Chief Store Operations Officer (September 2015)

Christopher J. DelOrefice
​
54
​
Chief Financial Officer (December 2025)
​
• Executive Vice President and Chief Financial Officer of Becton Dickinson & Company (September 2021)
• Vice President, Investor Relations of Johnson & Johnson (August 2018)

Rene G. Cásares
​
50
​
Chief Legal Officer (April 2025)
​
• Executive Vice President, Chief Legal Officer, and Corporate Secretary of Academy Sports + Outdoors (December 2024)
• Senior Vice President, General Counsel, and Corporate Secretary of Academy Sports + Outdoors (March 2018)

Anita J. Ryan
​
61
​
Chief Human Resources Officer (April 2022)
​
• Senior Vice President of Human Resources (2018)

​
There is no family relationship between any of the directors or executive officers and any other director or executive officer of the Company.
​

31

Table of Contents

Part II
​
Item 5.   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market information
Our common stock has traded on the NASDAQ Global Select Market under the symbol “ULTA” since October 25, 2007. The timing, declaration, and payment of future dividends to holders of our common stock will depend upon many factors, including our financial condition and results of operations, the capital requirements of our businesses, industry practice, and any other relevant factors.
Holders of the registrant’s common stock
The last reported sale price of our common stock on the NASDAQ Global Select Market on March 23, 2026 was $524.15 per share. As of March 23, 2026, we had 25 holders of record of our common stock. Because many shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.
Purchases of equity securities by the issuer and affiliated purchasers
The following table sets forth repurchases of our common stock during the fourth quarter of 2025:
​

​

​

​

​

​

​

​

​

​

​

Period
  ​ ​ ​
Total number
of shares
purchased (1)
  ​ ​ ​
Average
price paid
per share
  ​ ​ ​
Total number
of shares
purchased as
part of publicly
announced
plans or
programs
  ​ ​ ​
Approximate
dollar value of
shares that may yet
be purchased
under the plans or programs
(in thousands) (2)

November 2, 2025 to November 29, 2025
​
140,002
​
$
523.07
​
139,751
​
$
1,930,361

November 30, 2025 to December 27, 2025
​
88,239
​
​
588.43
​
88,210
​
​
1,878,935

December 28, 2025 to January 31, 2026
​
113,466
​
​
655.74
​
113,466
​
​
1,805,257

Total (13 weeks ended January 31, 2026)
​
341,707
​
​
584.00
​
341,427
​
​
1,805,257

(1) There were 341,427 shares repurchased as part of our publicly announced share repurchase program during the 13 weeks ended January 31, 2026 and there were 280 shares transferred from employees in satisfaction of minimum statutory tax withholding obligations upon the vesting of restricted stock during the period.
(2) We may repurchase up to $3.0 billion of the Company’s common stock under October 2024 Share Repurchase Program, which was announced on October 16, 2024 and revoked the previously authorized but unused amounts under the prior share repurchase program. As of January 31, 2026, $1.8 billion remained available under the October 2024 Share Repurchase Program. The October 2024 Share Repurchase Program does not expire by its terms.

Recent sales of unregistered securities
None.

32

Table of Contents

​
Securities authorized for issuance under equity compensation plans
The following table provides information about common stock that may be issued under our equity compensation plans as of January 31, 2026:
​

​

​

​

​

​

​

​

​
​
​
​
​
​
​
Number of securities

​
​
Number of securities
​
​
​
​
remaining available

​
​
to be issued upon
​
Weighted-average
​
for future issuance

​
​
exercise of outstanding
​
exercise price of
​
under equity

​
​
options, warrants
​
outstanding options,
​
compensation

Plan category
  ​ ​
and rights (2)
  ​ ​
warrants and rights (3)
  ​ ​
plans (4)

Equity compensation plans approved by security holders (1)
 
530,019
​
$
405.98
 
1,781,045

Equity compensation plans not approved by security holders
 
—
​
 
—
 
—

Total
 
530,019
​
$
405.98
 
1,781,045

(1) Includes options issued and available for exercise and shares available for issuance in connection with past awards under the Amended and Restated 2011 Incentive Award Plan and predecessor equity incentive plans. We currently grant awards only under the Amended and Restated 2011 Incentive Award Plan.
(2) Includes 291,198 shares issuable pursuant to the exercise of outstanding stock options, 179,806 shares issuable pursuant to restricted stock units, and 59,015 shares issuable pursuant to performance-based stock units.
(3) Calculation of weighted-average exercise price of outstanding awards includes stock options but does not include shares of restricted stock units or performance-based stock units that convert to shares of common stock for no consideration.
(4) Represents shares that are available for issuance pursuant to the Amended and Restated 2011 Incentive Award Plan. The shares available under the plan are reduced by 1.0 for each stock option awarded and by 1.5 for each restricted stock unit and performance-based unit awarded.

33

Table of Contents

Stock performance graph
The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate it by reference into such filing.
Set forth below is a graph comparing the cumulative total stockholder return on the Company’s common stock with the S&P 500 and the S&P 500 Consumer Discretionary (Industry Group, SP500-2550) for the period covering January 30, 2021 through the end of the Company’s fiscal year ended January 31, 2026. The graph assumes an investment of $100 made at the closing of trading on January 30, 2021 in (i) the Company’s common stock, (ii) the stocks comprising the S&P 500, and (iii) the stocks comprising the S&P 500 Consumer Discretionary (Industry Group, SP500-2550). All values assume reinvestment of the full amount of all dividends, if any, into additional shares of the same class of equity securities at the frequency with which dividends are paid on such securities during the applicable time period.

​
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
Fiscal year ended

​
​
January 30,
​
January 29,
​
January 28,
​
February 3,
​
February 1,
​
January 31,

Company / Index
  ​ ​ ​
2021
  ​ ​ ​
2022
  ​ ​ ​
2023
  ​ ​ ​
2024
  ​ ​ ​
2025
  ​ ​ ​
2026

Ulta Beauty
​
$
100.00
  ​ ​ ​
$
128.26
  ​ ​ ​
$
180.75
  ​ ​ ​
$
180.63
  ​ ​ ​
$
147.32
  ​ ​ ​
$
231.40

S&P 500
​
​
100.00
​
​
119.32
​
​
109.59
​
​
133.50
​
​
162.63
​
​
186.82

S&P 500 Consumer Discretionary
​
​
100.00
​
​
105.27
​
​
86.43
​
​
120.38
​
​
156.58
​
​
158.51

​
​
​
Item 6.    [Rese rved]
​
​

34

Table of Contents

Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations
​
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this Annual Report on Form 10-K.
Overview
We were founded in 1990 as a beauty retailer at a time when prestige, mass, and salon products were sold through distinct channels – department stores for prestige products; drug stores and mass merchandisers for mass products; and salons and authorized retail outlets for professional hair care products. We developed a unique specialty retail concept that offers a broad range of brands and price points, select beauty services, and a convenient and welcoming shopping environment. We define our target consumer as a beauty enthusiast, a consumer who is passionate about the beauty category, uses beauty for self-expression, experimentation, and self-investment, and has high expectations for the shopping experience. Based on our consumer insights research, we estimate there are approximately 140 million beauty enthusiasts in the U.S. We believe our strategy provides us with competitive advantages that have contributed to our financial performance.
Today, our U.S. operations (“Ulta U.S.”) make us the largest specialty beauty retailer in the United States and the premier beauty destination for cosmetics, fragrance, skin care, bath and body products, hair care, salon styling tools, wellness products, and salon services. In addition to our U.S. operations, we are expanding our presence internationally through our subsidiary, Space NK, a luxury beauty retailer operating in the U.K. and Ireland, our joint venture in Mexico, and our franchise in the Middle East.
Key points of strategic differentiation include: a differentiated assortment of established and emerging brands across a variety of categories and price points; our convenient omnichannel footprint, offering products through our stores, delivering immersive and personalized experiences through our digital platforms, and providing the Ulta Beauty experience internationally through our partnerships; our best-in-class loyalty program that enables members to earn points for products and beauty services and provides us with a deep understanding of our customers and their preferences; and our ability to cultivate human connection with warm and welcoming guest experiences across all of our channels.
The continued growth of our business and any future increases in net sales, net income, and cash flows is dependent on our ability to execute our strategic priorities across three foundational focus areas, as outlined in our Ulta Beauty Unleashed strategy: 1) Drive Core Business Growth through operational excellence and an elevated go-to-market approach; 2) Scale New, Accretive Businesses by capitalizing on key growth opportunities to ensure relevancy in a rapidly changing world; and 3) Align Our Foundation for Future Success by optimizing our ways of working, streamlining our cost structure, and cultivating an engaging, associate-centered culture. Ulta U.S. operates in the large and growing U.S. beauty products and salon services industry, and we believe our strong operating model, competitive advantages, and financial foundation, paired with our investments to drive our growth, position us to capture additional market share in the industry.
Comparable sales is a key metric that is monitored closely within the retail industry. Our comparable sales have fluctuated in the past, and we expect them to continue to fluctuate in the future. A variety of factors affect our comparable sales, including general economic conditions, changes in merchandise strategy or mix, and timing and effectiveness of our marketing activities, among others.
Over the long term, our growth strategy is to drive profitable growth and market share leadership in beauty and wellness through growing our comparable sales, expanding omnichannel capabilities, and opening new stores. Long-term operating profit is expected to increase as a result of our efforts to drive revenue growth, leverage fixed costs, increase

35

Table of Contents

operating efficiencies, and grow other revenue, partially offset by incremental investments to enhance the guest experience, people, assortment, advertising, and depreciation.
Current Trends
Industry trend s
​
The overall U.S. beauty market expanded in 2024 and 2025, supported by ongoing consumer engagement with and resilience in the beauty category. We remain confident that our differentiated and diverse business model, our commitment to strategic investments, and our highly engaged associates will continue to drive market share gains in the U.S. beauty category over the long term.
​
Impact of inflation and other macroeconomic trends
Persistent inflationary and macroeconomic pressures have impacted consumer spending habits broadly. The continuation of inflationary and macroeconomic pressures could impact our ability to grow sales and maintain historical profitability levels. In addition, inflation could cause the interest rates on any debt to remain at an elevated level or increase.
​
Basis of presentation
​
The Company has one reportable segment, which includes retail stores, salon services, and e-commerce.
We recognize merchandise revenue at the point of sale in our retail stores. E-commerce sales are recognized upon shipment or guest pickup of the merchandise based on meeting the transfer of control criteria. Retail store and e-commerce sales are recorded net of estimated returns. Shipping and handling are treated as costs to fulfill the contract and not a separate performance obligation. Accordingly, we recognize revenue for our single performance obligation related to online sales at the time control of the merchandise passes to the guest, which is at the time of shipment or guest pickup. We provide refunds for merchandise returns within 30 days from the original purchase date. State sales taxes are presented on a net basis as we consider ourselves a pass-through conduit for collecting and remitting state sales tax. Salon service revenue is recognized at the time the service is provided to the guest. Gift card sales revenue is deferred until the guest redeems the gift card. Company coupons and other incentives are recorded as a reduction of net sales. Other revenue includes private label and co-branded credit card programs, deferred revenue related to the loyalty program and gift card breakage, and royalties.
​
Comparable sales reflect sales for stores and e-commerce platforms beginning on the first day of the 14 th  month of operation. Therefore, a store is included in our comparable store base on the first day of the period after one year of operations plus the initial one-month grand opening period. Non-comparable store sales include sales from new stores that have not yet completed their 13 th  month of operation and stores that were closed for part or all of the period in either year. Remodeled stores are included in comparable sales unless the store was closed for a portion of the current or prior period. Comparable sales include retail sales, salon services, and e-commerce. In fiscal years with 53 weeks, the 53 rd week of comparable sales is included in the calculation. In the year following a 53-week year, the prior year period is shifted by one week to compare similar calendar weeks. There may be variations in the way in which some of our competitors and other retailers calculate comparable or same store sales.
Measuring comparable sales allows us to evaluate the performance of our store base as well as several other aspects of our overall strategy. Several factors could positively or negatively impact our comparable sales results:
● the general national, regional, and local economic conditions and corresponding impact on customer spending levels;
● the introduction of new products or brands;
● the location of new stores in existing store markets;
● competition / alternative distribution channels;
● our ability to respond on a timely basis to changes in consumer preferences;
● the effectiveness of our various merchandising and marketing activities; and

36

Table of Contents

● the number of new stores opened and the impact on the average age of all of our comparable stores.

Cost of sales includes:
● the cost of merchandise sold, offset by vendor income that is not a reimbursement of specific, incremental, and identifiable costs;
● distribution costs including labor and related benefits, freight, rent, depreciation and amortization, real estate taxes, utilities, and insurance;
● shipping and handling costs for e-commerce orders;
● retail store occupancy costs including rent, depreciation and amortization, real estate taxes, utilities, repairs and maintenance, insurance, and licenses;
● salon services payroll and benefits; and
● shrink and inventory valuation reserves.

Our cost of sales may be negatively impacted as we open new stores. Changes in our merchandise or channel mix may also have an impact on cost of sales. This presentation of items included in cost of sales may not be comparable to the way in which our competitors or other retailers compute their cost of sales.
Selling, general and administrative (SG&A) expenses include:
● payroll, bonus, and benefit costs for retail store and corporate employees;
● advertising and marketing costs, offset by vendor income that is a reimbursement of specific, incremental, and identifiable costs;
● occupancy costs related to our corporate office facilities;
● stock-based compensation expense;
● depreciation and amortization for all assets, except those related to our retail stores and distribution operations, which are included in cost of sales; and
● legal, finance, information systems, and other corporate overhead costs.

This presentation of items in selling, general and administrative expenses may not be comparable to the way in which our competitors or other retailers compute their selling, general and administrative expenses.
Pre-opening expenses include non-capital expenditures during the period prior to store opening for new, remodeled, and relocated stores including rent during the construction period for new and relocated stores, store set-up labor, management and employee training, and grand opening advertising.
Interest income represents interest from cash equivalents, which includes highly liquid investments such as money market funds and certificates of deposit with an original maturity of three months or less from the date of purchase. Interest expense includes interest costs and facility fees associated with our credit facilities. Our credit facility interest rates are based on a variable rate structure which can result in increased cost in periods of rising or elevated interest rates.
Income tax expense reflects the federal and foreign statutory tax rates and the weighted average state statutory tax rate for the states in which we operate stores.
Equity net loss of affiliate represents our proportionate share of net loss from equity method investees.
​

37

Table of Contents

Results of operations
Our fiscal years are the 52- or 53-week periods ending on the Saturday closest to January 31 each year. The Company’s fiscal years ended January 31, 2026 (fiscal 2025), February 1, 2025 (fiscal 2024), and February 3, 2024 (fiscal 2023) were 52-, 52-, and 53-week years, respectively.
The following tables present the components of our consolidated results of operations for the periods indicated:
​

​

​

​

​

​

​

​

​

​

​
​
Fiscal Year Ended

​
​
January 31,
​
February 1,
​
February 3,

(Dollars in thousands)
​
2026
  ​ ​ ​
2025
  ​ ​ ​
2024

Net sales
​
$
12,392,820
​
$
11,295,654
​
$
11,207,303

Cost of sales
​
​
7,547,596
​
​
6,908,401
​
​
6,826,203

Gross profit
​
​
4,845,224
​
​
4,387,253
​
​
4,381,100

​
​
​
​
​
​
​
​
​
​

Selling, general and administrative expenses
​
​
3,296,411
​
​
2,808,592
​
​
2,694,561

Pre-opening expenses
​
​
15,821
​
​
13,689
​
​
8,510

Operating income
​
​
1,532,992
​
​
1,564,972
​
​
1,678,029

Interest expense (income), net
​
​
1,787
​
​
(15,094)
​
​
(17,622)

Income before income taxes and equity net loss of affiliate
​
​
1,531,205
​
​
1,580,066
​
​
1,695,651

Income tax expense
​
​
373,869
​
​
378,948
​
​
404,646

Income before equity net loss of affiliate
​
​
1,157,336
​
​
1,201,118
​
​
1,291,005

Equity net loss of affiliate
​
​
3,857
​
​
—
​
​
—

Net income
​
$
1,153,479
​
$
1,201,118
​
$
1,291,005

​
​
​
​
​
​
​
​
​
​

Other operating data:
​
​
​
​
​
​
​
​
​

Number of stores end of period (1)
​
​
1,591
​
​
1,445
​
​
1,385

Comparable sales
​
​
5.4%
​
​
0.7%
​
​
5.7%

(1) Includes 1,505 Ulta Beauty stores located in the U.S. and 86 Space NK stores located in the U.K. and Ireland as of January 31, 2026.
​

​

​

​

​

​

​

​

​

​

​
​
Fiscal Year Ended

​
​
January 31,
​
February 1,
​
February 3,

(Percentage of net sales)
​
2026
  ​ ​ ​
2025
  ​ ​ ​
2024

Net sales
​
​
100.0%
​
​
100.0%
​
​
100.0%

Cost of sales
​
​
60.9%
​
​
61.2%
​
​
60.9%

Gross profit
​
​
39.1%
​
​
38.8%
​
​
39.1%

​
​
​
​
​
​
​
​
​
​

Selling, general and administrative expenses
​
​
26.6%
​
​
24.9%
​
​
24.0%

Pre-opening expenses
​
​
0.1%
​
​
0.1%
​
​
0.1%

Operating income
​
​
12.4%
​
​
13.9%
​
​
15.0%

Interest expense (income), net
​
​
0.0%
​
​
(0.1%)
​
​
(0.2%)

Income before income taxes and equity net loss of affiliate
​
​
12.4%
​
​
14.0%
​
​
15.1%

Income tax expense
​
​
3.0%
​
​
3.4%
​
​
3.6%

Income before equity net loss of affiliate
​
​
9.3%
​
​
10.6%
​
​
11.5%

Equity net loss of affiliate
​
​
0.0%
​
​
0.0%
​
​
0.0%

Net income
​
​
9.3%
​
​
10.6%
​
​
11.5%

​
​
​

38

Table of Contents

Fiscal year 2025 versus fiscal year 2024
Net sales
Net sales increased $1.1 billion, or 9.7%, to $12.4 billion in fiscal 2025 compared to $11.3 billion in fiscal 2024. The net sales increase was primarily due to increased comparable sales, the acquisition of Space NK, and sales from new stores. The total comparable sales increase of 5.4% in fiscal 2025 was driven by a 3.3% increase in average ticket and a 2.0% increase in transactions. The total comparable sales increase in fiscal 2024 was 0.7%.
​
Gross profit
Gross profit increased $458.0 million, or 10.4%, to $4.8 billion in fiscal 2025 compared to $4.4 billion in fiscal 2024. Gross profit as a percentage of net sales increased to 39.1% in fiscal 2025 compared to 38.8% in fiscal 2024. The increase in gross profit margin was primarily due to lower inventory shrink and higher merchandise margin, partially offset by adverse channel mix, deleverage of other revenue, and deleverage of store fixed expenses.
Selling, general and administrative expenses
SG&A expenses increased $487.8 million, or 17.4%, to $3.3 billion in fiscal 2025 compared to $2.8 billion in fiscal 2024. As a percentage of net sales, SG&A expenses increased to 26.6% in fiscal 2025 compared to 24.9% in fiscal 2024. The deleverage of SG&A expenses was primarily due to higher incentive compensation, higher store payroll and benefits, higher corporate overhead primarily due to strategic investments, and higher store expenses.
Pre-opening expenses
Pre-opening expenses increased $2.1 million, or 15.6%, to $15.8 million in fiscal 2025 compared to $13.7 million in fiscal 2024.
Interest expense (income), net
Net interest expense was $1.8 million in fiscal 2025 compared to $15.1 million of net interest income in fiscal 2024. The increase in interest expense was primarily due to increased borrowings on our credit facilities in fiscal 2025. As of January 31, 2026, we had $62.3 million outstanding under our credit facilities. We did not have any outstanding borrowings on the credit facilities as of February 1, 2025.
Income tax expense
Income tax expense of $373.9 million in fiscal 2025 represented an effective tax rate of 24.5%, compared to fiscal 2024 income tax expense of $378.9 million and an effective tax rate of 24.0%.
​
Equity net loss of affiliate
​
Equity net loss of affiliate was $3.9 million in fiscal 2025 related to our joint venture in Mexico.
​
Net income
Net income decreased $47.6 million to $1.15 billion in fiscal 2025 compared to $1.20 billion in fiscal 2024. The decrease in net income was primarily due to a $487.8 million increase in SG&A expenses, a $16.9 million increase in net interest expense, a $3.9 million increase in equity net loss of affiliate, and a $2.1 million increase in pre-opening expenses, partially offset by a $458.0 million increase in gross profit and a $5.1 million decrease in income taxes.

39

Table of Contents

Fiscal year 2024 versus fiscal year 2023
Net sales
Net sales increased $88.4 million, or 0.8%, to $11.3 billion in fiscal 2024 compared to $11.2 billion in fiscal 2023. The net sales increase was primarily due to new store performance, increased comparable sales, and an increase of $3.7 million in other revenue, partially offset by the benefit of an extra week of sales in fiscal 2023. Net sales for the 53 rd week of fiscal 2023 were approximately $181.9 million. The total comparable sales increase of 0.7% in fiscal 2024 was driven by a 1.1% increase in average ticket and a 0.4% decrease in transactions. The total comparable sales increase in fiscal 2023 was 5.7%.
​
Gross profit
​
Gross profit increased $6.2 million, or 0.1%, to $4.39 billion in fiscal 2024, compared to $4.38 billion in fiscal 2023. Gross profit as a percentage of net sales decreased to 38.8% in fiscal 2024 compared to 39.1% in fiscal 2023. The decrease in gross profit margin was primarily due to lower merchandise margin, deleverage of store fixed costs, and higher supply chain costs, partially offset by lower inventory shrink and favorable channel mix.
Selling, general and administrative expenses
SG&A expenses increased $114.0 million, or 4.2%, to $2.8 billion in fiscal 2024 compared to $2.7 billion in fiscal 2023. As a percentage of net sales, SG&A expenses increased to 24.9% in fiscal 2024 compared to 24.0% in fiscal 2023. The deleverage of SG&A expenses was primarily due to deleverage of store payroll and benefits, corporate overhead due to strategic investments, and store expenses, partially offset by lower incentive compensation.
​
Pre-opening expenses
Pre-opening expenses increased $5.2 million, or 60.9%, to $13.7 million in fiscal 2024 compared to $8.5 million in fiscal 2023.
Interest income, net
Net interest income was $15.1 million in fiscal 2024 compared to $17.6 million in fiscal 2023, due to lower average cash balances. We did not have any outstanding borrowings on our credit facilities as of February 1, 2025 and February 3, 2024.
Income tax expense
Income tax expense of $378.9 million in fiscal 2024 represented an effective tax rate of 24.0%, compared to fiscal 2023 income tax expense of $404.6 million and an effective tax rate of 23.9%.
​
Net income
Net income decreased $89.9 million to $1.2 billion in fiscal 2024 compared to $1.3 billion in fiscal 2023. The decrease in net income was primarily due to a $114.0 million increase in SG&A expenses and a $5.2 million increase in pre-opening expenses, partially offset by a $25.7 million decrease in income taxes and a $6.2 million increase in gross profit.
Liquidity and capital resources
Our primary sources of liquidity are cash and cash equivalents, cash flows from operations, and borrowings under our credit facilities. The most significant components of our working capital are merchandise inventories, cash and cash equivalents, and receivables, reduced by accounts payable, deferred revenue, and accrued liabilities. As of January 31, 2026 and February 1, 2025, we had cash and cash equivalents of $424.2 million and $703.2 million, respectively.

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Our primary cash needs are for rent, capital expenditures for new, remodeled, and relocated stores, increased merchandise inventories related to store expansion and new brand additions, supply chain improvements, share repurchases, and continued investment in our information technology systems.
Our most significant ongoing short-term cash requirements relate primarily to funding operations (including expenditures for lease expenses, inventory, labor, distribution, advertising and marketing, and tax liabilities) as well as periodic spend for capital expenditures, investments, and share repurchases. Our working capital needs are greatest from August through November each year as a result of our inventory build-up during this period for the approaching holiday season.
Long-term cash requirements primarily relate to funding lease expenses and other purchase commitments.
We generally fund short-term and long-term cash requirements with cash from operating activities. We believe our primary sources of liquidity will satisfy our cash requirements over both the short term (the next twelve months) and long term.
The following table summarizes contractual cash requirements as of January 31, 2026:
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
​
​
​
Less Than
​
1 to 3
​
3 to 5
​
More than 5

(In thousands)
  ​ ​ ​
Total
  ​ ​ ​
1 Year
  ​ ​ ​
Years
  ​ ​ ​
Years
  ​ ​ ​
Years

Operating lease obligations (1)
​
$
2,634,677
​
$
400,875
​
$
806,417
​
$
590,053
​
$
837,332

Purchase obligations
​
​
12,000
​
​
12,000
​
​
—
​
​
—
​
​
—

Total (2)
​
$
2,646,677
​
$
412,875
​
$
806,417
​
$
590,053
​
$
837,332

(1) These amounts are for our undiscounted lease obligations recorded in our consolidated balance sheets as operating lease liabilities. Also included are legally binding minimum lease payments for leases signed but not yet commenced of $128.4 million, which are excluded from operating lease liabilities shown on our consolidated balance sheets.
(2) The unrecognized tax benefit of $9.0 million as of January 31, 2026 is excluded due to uncertainty regarding the realization and timing of the related future cash flows, if any.

Purchase obligations reflect legally binding agreements entered into by the Company to purchase goods or services. The amount of purchase obligations relates to commitments for products and services and other goods and service contracts entered into as of January 31, 2026. Excluded from purchase obligations are normal purchases and contracts entered into in the ordinary course of business.
Cash flows
We believe our ability to generate substantial cash from operating activities and readily secure financing at competitive rates are key strengths that give us significant flexibility to meet our short and long-term financial commitments.
​
The following table presents a summary of our cash flows during the last three years:
​

​

​

​

​

​

​

​

​

​

​
​
Fiscal Year Ended

​
​
January 31,
​
February 1,
​
February 3,

(In thousands)
  ​ ​ ​
2026
  ​ ​ ​
2025
  ​ ​ ​
2024

Net cash provided by operating activities
​
$
1,502,780
​
$
1,338,605
​
$
1,476,266

Net cash used in investing activities
​
​
(931,346)
​
​
(383,089)
​
​
(441,425)

Net cash used in financing activities
​
​
(850,666)
​
​
(1,018,909)
​
​
(1,006,124)

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