10-K – 2026-03-26 – ulta-20260131x10k.htm

Operating activities
Operating activities consist of net income adjusted for certain non-cash items, including depreciation and amortization, non-cash lease expense, deferred income taxes, stock-based compensation expense, realized gains or losses on disposal of property and equipment, and the effect of working capital changes.
The increase in net cash provided by operating activities in fiscal 2025 compared to fiscal 2024 is mainly due to a lower increase in merchandise inventories in fiscal 2025 and timing of accrued liabilities and deferred revenue.
Merchandise inventories, net were $2.2 billion at January 31, 2026, compared to $2.0 billion at February 1, 2025, representing an increase of $212.9 million or 10.8%. The increase in total inventory is primarily due to new brand launches, the acquisition of Space NK, and the addition of new Ulta Beauty stores in the U.S.
The decrease in net cash provided by operating activities in fiscal 2024 compared to fiscal 2023 is mainly due to the decrease in net income, a larger increase in merchandise inventories in fiscal 2024, and timing of deferred income taxes, prepaid expenses and other current assets, accrued liabilities, accounts payable, and deferred revenue.
​
Investing activities
We have historically used cash primarily for new, remodeled, relocated, and refreshed stores, supply chain investments, short-term investments, and investments in information technology systems. Investment activities for capital expenditures were $434.8 million during fiscal 2025, compared to $374.5 million during fiscal 2024. Purchases of short-term investments were $70.0 million during fiscal 2025 and consisted of certificates of deposit with maturities of three to twelve months from the date of purchase.
The increase in net cash used in investing activities in fiscal 2025 relative to fiscal 2024 was primarily due to the acquisition of Space NK in the second quarter of fiscal 2025.
The decrease in net cash used in investing activities in fiscal 2024 relative to fiscal 2023 was primarily due to less capital expenditures for information technology systems and supply chain, partially offset by more capital expenditures for new, remodeled, and relocated stores compared to fiscal 2023.

Capital expenditures
​
The following table presents a summary of our consolidated store activities during the last three years:
​

​

​

​

​

​

​

​
  ​ ​ ​
Fiscal Year Ended

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

​
​
2026
​
2025
​
2024

Stores opened
​
67
​
66
​
33

Stores remodeled
​
42
​
41
​
18

Stores relocated
​
6
​
2
​
7

​
During fiscal 2025, the average investment required to open a new Ulta Beauty store in the U.S. was approximately $2.4 million, which included capital investment net of landlord contributions, pre-opening expenses, and initial inventory net of payables.
Capital expenditures were $434.8 million, $374.5 million, and $435.3 million in fiscal 2025, fiscal 2024, and fiscal 2023, respectively.
Our future investments will depend primarily on the number of new, remodeled, and relocated stores, information technology systems investments, and supply chain investments that we undertake and the timing of these expenditures. Based on past performance and current expectations, we believe our sources of liquidity will be sufficient to fund future capital expenditures. We expect capital expenditures will not be greater than $450 million in fiscal 2026 and will

42

Table of Contents

primarily be used to fund our new, remodeled, and relocated stores and strategic priorities, including investments in information technology systems and supply chain optimization.
Financing activities
Financing activities include share repurchases, borrowings and repayments under our revolving credit facilities, and capital stock transactions. Purchases of treasury shares represent the fair value of common shares repurchased from plan participants in connection with shares withheld to satisfy minimum statutory tax obligations upon the vesting of restricted stock.
The decrease in net cash used in financing activities in fiscal 2025 relative to fiscal 2024 was primarily due to a decrease in share repurchases.
The increase in net cash used in financing activities in fiscal 2024 relative to fiscal 2023 was primarily due to an increase in share repurchases.
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 or February 3, 2024.
Share repurchase program
In March 2022, the Board of Directors authorized a share repurchase program (the 2022 Share Repurchase Program) pursuant to which the Company could repurchase up to $2.0 billion of the Company’s common stock. The 2022 Share Repurchase Program revoked the previously authorized but unused amounts from an earlier share repurchase program. The 2022 Share Repurchase Program did not have an expiration date but provided for suspension or discontinuation at any time.
In March 2024, the Board of Directors authorized a share repurchase program (the March 2024 Share Repurchase Program) pursuant to which the Company could repurchase up to $2.0 billion of the Company’s common stock. The March 2024 Share Repurchase Program authorization revoked the previously authorized but unused amounts under the 2022 Share Repurchase Program. The March 2024 Share Repurchase Program did not have an expiration date but provided for suspension or discontinuation at any time.
​
In October 2024, the Board of Directors authorized a share repurchase program (the October 2024 Share Repurchase Program) pursuant to which the Company may repurchase up to $3.0 billion of the Company’s common stock. The October 2024 Share Repurchase Program authorization revoked the previously authorized but unused amounts under the March 2024 Share Repurchase Program. The October 2024 Share Repurchase Program does not have an expiration date and may be suspended or discontinued at any time.
​
A summary of common stock repurchase activity is presented in the following table:
​

​

​

​

​

​

​

​

​

​

​
​
Fiscal Year Ended

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

(Dollars in millions)
​
2026
​
2025
​
2024

Shares repurchased
​
​
1,999,633
​
​
2,489,367
​
​
2,173,431

Total cost of shares repurchased
​
$
898.5
​
$
1,023.5
​
$
1,009.3

​
​
Credit facilities
On August 27, 2025, we entered into Amendment No. 4 to the Second Amended and Restated Loan Agreement (as so amended, the “Loan Agreement”) with Wells Fargo Bank, National Association, as Administrative Agent, Collateral Agent, and a Lender thereunder; Wells Fargo Bank, National Association and JPMorgan Chase Bank, N.A., as Lead Arrangers and Bookrunners; JPMorgan Chase Bank, N.A., as Syndication Agent and a Lender; and the other lenders party thereto. The Loan Agreement matures on March 13, 2029, provides maximum revolving loans equal to the lesser

43

Table of Contents

of $1.0 billion or a percentage of eligible owned inventory and eligible owned receivables (which borrowing base may, at the election of the Company and satisfaction of certain conditions, include a percentage of qualified cash), and contains a $50.0 million subfacility for letters of credit. The Loan Agreement requires the Company to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 whenever availability under the Loan Agreement falls below the specified threshold. Substantially all of the Company’s assets are pledged as collateral for outstanding borrowings under the Loan Agreement. Outstanding borrowings bear interest, at the Company’s election, at either a base rate plus a margin of 0.5% to 1.0% or the Term Secured Overnight Financing Rate plus a margin of 1.5% to 2.0%, and a credit spread adjustment of 0.10%, with such margins based on the Company’s borrowing availability. The unused line fee is 0.25% to 0.375% per annum. As of January 31, 2026 and February 1, 2025, there were no borrowings outstanding under the Loan Agreement.
Ulta Beauty’s wholly owned subsidiary, Space NK, maintains a multi-currency revolving credit facility (the “Facility Agreement”) with National Westminster Bank plc, providing up to £40.0 million for working capital requirements. The Facility Agreement, maturing on April 17, 2028, allows Space NK to increase the revolving facility by an additional £10.0 million with lender consent. The facility is secured by the assets of Space NK 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. Borrowings bear interest at either the compound or term Sterling Overnight Index Average plus a margin of 1.75%, and an unused line fee of 0.60% per annum. As of January 31, 2026, there was $62.3 million outstanding under the Facility Agreement.
​
As of January 31, 2026, we were in compliance with all terms and covenants of the Loan Agreement and Facility Agreement.
​
Seasonality
Our business is subject to seasonal fluctuation. Significant portions of our net sales and profits are realized during the fourth quarter of the fiscal year due to the holiday selling season. To a lesser extent, our business is also affected by Mother’s Day and Valentine’s Day. Any decrease in sales during these higher sales volume periods could have an adverse effect on our business, financial condition, or operating results for the entire fiscal year. Our quarterly results of operations have varied in the past and are likely to do so again in the future. As such, we believe that period-to-period comparisons of our results of operations should not be relied upon as an indication of our future performance.
Critical accounting policies and estimates
Management’s discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements required the use of estimates and judgments that affect the reported amounts of our assets, liabilities, revenues, and expenses. Management bases estimates on historical experience and other assumptions it believes to be reasonable under the circumstances and evaluates these estimates on an ongoing basis. Actual results may differ from these estimates. A discussion of our more significant estimates follows. Management has discussed the development, selection, and disclosure of these estimates and assumptions with the Audit Committee.
Inventory valuation
Merchandise inventories are carried at the lower of cost or net realizable value. Cost is determined using the moving average cost method and includes costs incurred to purchase and distribute goods as well as related vendor allowances including co-op advertising, markdowns, and volume discounts. We record valuation adjustments to our inventories if the cost of a specific product on hand exceeds the amount we expect to realize from the ultimate sale or disposal of the inventory as well as for any excess or discontinued inventory. These estimates are based on management’s judgment regarding future demand, age of inventory, and analysis of historical experience. If actual demand or market conditions are different than those projected by management, future merchandise margin rates may be affected by adjustments to these estimates.

44

Table of Contents

Inventories are adjusted for the results of periodic physical inventory counts at each of our locations. We record a shrink reserve representing management’s estimate of inventory losses by location that have occurred since the date of the last physical count. This estimate is based on management’s analysis of historical results, including consideration of current loss rates.
We do not believe that there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we use to calculate our inventory reserves. Adjustments to earnings resulting from revisions to management’s estimates of the inventory reserves have been insignificant during fiscal 2025, 2024, and 2023. An increase or decrease in the lower of cost or net realizable value reserve of 10% would not have a material impact on our operating income for fiscal 2025. An increase or decrease in the shrink rate included in the shrink reserve calculation of 10% would not have a material impact on our operating income for fiscal 2025.
Vendor allowances
The majority of cash consideration received from a vendor is considered to be a reduction of the cost of the related products and is reflected in cost of sales in our consolidated statements of income as the related products are sold unless it is in exchange for an asset or service or a reimbursement of a specific, incremental, identifiable cost incurred by the Company in selling the vendors’ products. We estimate the amount recorded as a reduction of inventory at the end of each period based on a detailed analysis of inventory turns and management’s analysis of the facts and circumstances of the various contractual agreements with vendors. We record cash consideration expected to be received from vendors in receivables. We do not believe there is a reasonable likelihood there will be a material change in the future estimates or assumptions we use to calculate our reduction of inventory. An increase or decrease in inventory turns of five basis points would not have a material impact on our operating income for fiscal 2025.
Impairment of long-lived tangible assets
We review long-lived tangible assets for impairment quarterly or more frequently if events or circumstances indicate these assets might be impaired. Assets are primarily reviewed at the store level, which is the lowest level for which cash flows can be identified. Significant estimates are used in determining future operating results of each store over its remaining lease term. An impairment loss would be recorded if the carrying amount of the long-lived asset exceeds its fair value. We do not believe there is a reasonable likelihood there will be a material change in the future estimates or assumptions we use to calculate our impairment charges. No impairment charges were recognized in fiscal 2025, 2024, or 2023.
Impairment of goodwill and other intangible assets
We review goodwill and other intangible assets for impairment annually or more frequently if events or circumstances indicate these assets might be impaired. An impairment loss would be recorded if the carrying amount of goodwill or other intangible assets exceeds their respective fair value. We do not believe there is a reasonable likelihood there will be a material change in the future estimates or assumptions we use to calculate our impairment charges. No impairment charges were recognized in fiscal 2025, 2024, or 2023.
Loyalty program
We maintain a customer loyalty program, Ulta Beauty Rewards ® , which allows members to earn points based on purchases of merchandise or services. Points earned are valid for at least one year. The loyalty program represents a material right to the customer and points may be redeemed on future products and services. Revenue from the loyalty program is recognized when the members redeem points or points expire. We defer revenue related to points earned that have not yet been redeemed. The amount of deferred revenue includes estimates for the standalone selling price of points earned by members and the percentage of points expected to be redeemed. The expected redemption percentage is based on historical redemption patterns and considers current information or trends. The standalone selling price of points earned and the estimated redemption rate is evaluated each reporting period. We do not believe there is a reasonable likelihood there will be a material change in the future estimates or assumptions used to calculate the estimated redemption rate.

45

Table of Contents

Adjustments to earnings resulting from revisions to management’s estimates of the redemption rates have been insignificant during fiscal 2025, 2024, and 2023. An increase or decrease in the estimated redemption rate of 5% would not have a material impact on our operating income in fiscal 2025.
​
Income taxes
​
Judgment is required in determining our provision for income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws.
​
We recognize deferred income taxes for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are anticipated to be recovered or settled. The effect on deferred taxes of a change in income tax rates is recognized in the consolidated statements of income in the period of enactment. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets to the amount expected to be realized unless it is more-likely-than-not that such assets will be realized in full. The estimated tax benefit of an uncertain tax position is recorded in our consolidated financial statements only after determining a more-likely-than-not probability that the uncertain tax position will withstand challenge, if any, from applicable taxing authorities.  
​
Judgment is required in assessing the future tax consequences of events that have been recognized on our consolidated financial statements or tax returns. Variations in the actual outcome of these future tax consequences could materially impact our consolidated financial statements.
Business combinations
Business combinations are accounted for using the acquisition method of accounting, which requires that once control is obtained, all the assets acquired and liabilities assumed are recorded at their respective fair values at the date of acquisition. The determination of the acquisition date fair values of identifiable assets acquired and liabilities assumed requires estimates and the use of valuation techniques when fair value is not readily available and requires judgment. For the valuation of indefinite-lived intangible assets acquired in a business combination, the Company typically uses the relief from royalty method, which utilizes the present value of the after-tax royalty savings attributable to owning the intangible assets as opposed to paying a third party for its use. The significant assumptions used to estimate the fair values of intangible assets include projected revenues, discount rate, remaining useful life, and estimated royalty rate. Although the Company believes its estimates of acquisition date fair values are reasonable, actual financial results could differ from those estimates due to the inherent uncertainty involved in making such estimates. Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact on the determination of the fair values of the intangible assets acquired.
If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and projections used to develop these values, we could record impairment charges. In addition, we have estimated the economic lives of certain acquired tangible and intangible assets and these lives are used to calculate depreciation and amortization expense. If our estimates of the economic lives change, depreciation or amortization expenses could increase or decrease, or the acquired asset could be impaired.
​
Recently adopted accounting pronouncements
See Note 2 to our consolidated financial statements, “Summary of significant accounting policies – Recently adopted accounting pronouncements.”
​
Recent accounting pronouncements not yet adopted
​
See Note 2 to our consolidated financial statements, “Summary of significant accounting policies – Recent accounting pronouncements not yet adopted.”

46

Table of Contents

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk
Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates and foreign currency exchange rates. We continually monitor these risks and may develop strategies to manage them. We do not hold or issue financial instruments for trading purposes.
Interest rate risk
We are exposed to interest rate risks primarily through borrowings under our credit facilities. Interest on our borrowings is based upon variable rates. As of January 31, 2026, there was $62.3 million outstanding under our credit facilities. We did not have any outstanding borrowings under our credit facilities as of February 1, 2025 or February 3, 2024.
Foreign currency exchange rate risk
We are subject to foreign currency exchange rate risks primarily through our foreign subsidiaries. The currency effects of translating the financial statements of foreign subsidiaries are included in accumulated other comprehensive income and will not be recognized in the statement of income until there is a liquidation or sale of foreign subsidiaries.
​

47

Table of Contents

Item 8.   Financial Statements and Supplementary Data
ULTA BEAUTY, INC.
​
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
​
​
​

​

Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42)
49

Consolidated Balance Sheets
53

Consolidated Statements of Income
54

Consolidated Statements of Comprehensive Income
55

Consolidated Statements of Cash Flows
56

Consolidated Statements of Stockholders’ Equity
57

Notes to Consolidated Financial Statements
58

Schedule II – Valuation and Qualifying Accounts
83

​
​
​

48

Table of Contents

Report of Independent Registered Public Accounting Fir m
To the Stockholders and the Board of Directors of Ulta Beauty, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Ulta Beauty, Inc. (the Company) as of January 31, 2026 and February 1, 2025, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended January 31, 2026, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 31, 2026 and February 1, 2025, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2026, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 26, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

49

Table of Contents

Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
​

​

​
Loyalty Program

Description of the Matter
The Company maintains a loyalty program, Ulta Beauty Rewards, which offers members the ability to earn and redeem points on purchases of products and services. As described in Note 2 to the consolidated financial statements, revenue from the loyalty program is recognized when members redeem points or points expire. The Company estimates the amount of revenue to defer using the standalone selling price of the points earned and the expected redemption percentage. The Company evaluates its estimated standalone selling price quarterly based on the value of products or services purchased using points. The expected redemption percentage is based on historical redemption patterns in conjunction with current information and trends.
Auditing the Company’s estimate of loyalty deferred revenue was complex as the calculation involved management’s assumptions of the standalone selling price and expected redemption rate, which drive the revenue deferral. In particular, the estimate is sensitive to these significant assumptions, which are affected by expectations about future customer behavior.

How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s estimation process and controls supporting the measurement and recognition of the amount of loyalty revenue deferred. This included testing controls over management’s review of the assumptions and other inputs used in the estimation, the completeness and accuracy of issuance, redemption, and expiration data used in the calculation, and controls over the assignment of membership levels based on customer spending patterns.
Our audit procedures included, among others, evaluating the methodology used, analyzing the significant assumptions discussed above, and testing the accuracy and completeness of the underlying data used in management’s calculation. To test the standalone selling price per point, we validated that the price per point for each membership level was appropriate based on products or services purchased by loyalty members. In addition, we tested the value of points redeemed was complete and accurate. To audit the redemption rate, we tested the issuance and redemption activity and compared the results of that testing to the redemption rate used by management in its estimate. We also considered recent trends in redemption activity and the impact on the redemption rate. In addition, we performed sensitivity analyses of significant assumptions to evaluate the change in the deferral amounts.

​
/s/  Ernst & Young LLP
​
We have served as the Company’s auditor since 1997.
​
Chicago, Illinois
March 26, 2026
​

50

Table of Contents

Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Ulta Beauty, Inc.
​
Opinion on Internal Control Over Financial Reporting
​
We have audited Ulta Beauty, Inc.’s internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Ulta Beauty, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026, based on the COSO criteria.
As indicated in the accompanying Management’s annual report on internal control over financial reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Space NK, which is included in the 2025 consolidated financial statements of the Company and constituted 4% of total assets as of January 31, 2026. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Space NK.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January  31, 2026 and February 1, 2025, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended January 31, 2026, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated March 26, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
​
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s annual report on internal control over financial reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
​
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

51

Table of Contents

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
​
/s/ Ernst & Young LLP
​
Chicago, Illinois
March 26, 2026
​

52

Table of Contents

Ulta Beauty, Inc.
Consolidated Balance Sheets
​
​
​

​

​

​

​

​

​

​
​
January 31,
​
February 1,

(In thousands, except per share data)
  ​ ​ ​
2026
  ​ ​ ​
2025

Assets
​
​
​
​
​
​

Current assets:
​
​
​
​
​
​

Cash and cash equivalents
​
$
424,243
​
$
703,201

Short-term investments
​
​
70,000
​
​
—

Receivables, net
​
​
296,217
​
​
223,334

Merchandise inventories, net
​
​
2,181,127
​
​
1,968,214

Prepaid expenses and other current assets
​
​
169,361
​
​
129,113

Prepaid income taxes
​
​
3,198
​
​
4,946

Total current assets
​
​
3,144,146
​
​
3,028,808

​
​
​
​
​
​
​

Property and equipment, net
​
​
1,434,062
​
​
1,239,295

Operating lease assets
​
​
1,813,074
​
​
1,609,870

Goodwill
​
​
226,421
​
​
10,870

Other intangible assets, net
​
​
203,288
​
​
204

Deferred compensation plan assets
​
​
53,391
​
​
47,951

Other long-term assets
​
​
124,912
​
​
64,695

Total assets
​
$
6,999,294
​
$
6,001,693

​
​
​
​
​
​
​

Liabilities and stockholders’ equity
​
​
​
​
​
​

Current liabilities:
​
​
​
​
​
​

Accounts payable
​
$
685,887
​
$
563,761

Accrued liabilities
​
​
551,380
​
​
380,241

Deferred revenue
​
​
582,378
​
​
500,585

Current operating lease liabilities
​
​
306,671
​
​
288,114

Accrued income taxes
​
​
35,739
​
​
46,777

Short-term debt
​
​
62,287
​
​
—

Total current liabilities
​
​
2,224,342
​
​
1,779,478

​
​
​
​
​
​
​

Non-current operating lease liabilities
​
​
1,813,103
​
​
1,635,120

Deferred income taxes
​
​
98,766
​
​
42,593

Other long-term liabilities
​
​
59,632
​
​
56,149

Total liabilities
​
​
4,195,843
​
​
3,513,340

​
​
​
​
​
​
​

Commitments and contingencies (Note 10)
​
​
​
​
​
​

​
​
​
​
​
​
​

Stockholders' equity:
​
​
​
​
​
​

Common stock, $ 0.01 par value, 400,000 shares authorized; 45,048 and 46,809 shares issued; 44,166 and 45,965 shares outstanding; at January 31, 2026 and February 1, 2025, respectively
​
​
450
​
​
468

Treasury stock-common, at cost
​
​
( 120,442 )
​
​
( 106,793 )

Additional paid-in capital
​
​
1,182,754
​
​
1,120,769

Retained earnings
​
​
1,736,929
​
​
1,473,909

Accumulated other comprehensive income
​
​
3,760
​
​
—

Total stockholders’ equity
​
​
2,803,451
​
​
2,488,353

Total liabilities and stockholders’ equity
​
$
6,999,294
​
$
6,001,693

​
See accompanying notes to consolidated financial statements.
​
​
​

53

Table of Contents

Ulta Beauty, Inc.
Consolidated Statements of Income
​
​
​

​

​

​

​

​

​

​

​

​

​
​
Fiscal Year Ended

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

(In thousands, except per share data)
  ​ ​ ​
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

​
​
​
​
​
​
​
​
​
​

Net income per common share:
​
​
​
​
​
​
​
​
​

Basic
​
$
25.72
​
$
25.44
​
$
26.18

Diluted
​
$
25.64
​
$
25.34
​
$
26.03

​
​
​
​
​
​
​
​
​
​

Weighted average common shares outstanding:
​
​
​
​
​
​
​
​
​

Basic
​
​
44,842
​
​
47,207
​
​
49,304

Diluted
​
​
44,991
​
​
47,404
​
​
49,596

​
See accompanying notes to consolidated financial statements.
​

54

Table of Contents

Ulta Bea uty, Inc.
Consolidated Statements of Comprehensive Income
​
​

​

​

​

​

​

​

​

​

​

​
​
Fiscal Year Ended

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

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

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

Other comprehensive income:
​
​
​
​
​
​
​
​
​

Foreign currency translation adjustments
​
​
3,760
​
​
—
​
​
—

Comprehensive income
​
$
1,157,239
​
$
1,201,118
​
$
1,291,005

​
​
See accompanying notes to consolidated financial statements.

55

Table of Contents

Ulta Beauty, Inc.
Consolidated Statements of Cash Flows
​
​

​

​

​

​

​

​

​

​

​

​
​
Fiscal Year Ended

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

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

Operating activities
​
​
​
​
​
​
​
​
​

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

Adjustments to reconcile net income to net cash provided by operating activities:
  ​ ​ ​
​
​
​
​
​
​
​
​

Depreciation and amortization
​
​
300,772
​
​
267,042
​
​
243,840

Non-cash lease expense
​
​
351,281
​
​
310,636
​
​
332,754

Deferred income taxes
​
​
( 3,238 )
​
​
( 43,328 )
​
​
30,575

Stock-based compensation expense
​
​
37,426
​
​
42,787
​
​
48,246

Loss on disposal of property and equipment
​
​
10,998
​
​
11,566
​
​
11,419

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

Change in operating assets and liabilities:
​
​
​
​
​
​
​
​
​

Receivables
​
​
( 71,375 )
​
​
( 15,395 )
​
​
( 8,517 )

Merchandise inventories
​
​
( 135,801 )
​
​
( 226,078 )
​
​
( 138,685 )

Prepaid expenses and other current assets
​
​
( 25,607 )
​
​
( 13,515 )
​
​
14,648

Income taxes
​
​
( 9,199 )
​
​
34,772
​
​
45,367

Accounts payable
​
​
89,061
​
​
30,297
​
​
( 20,873 )

Accrued liabilities
​
​
108,201
​
​
6,303
​
​
( 62,238 )

Deferred revenue
​
​
73,358
​
​
63,994
​
​
41,914

Operating lease liabilities
​
​
( 352,836 )
​
​
( 333,835 )
​
​
( 338,105 )

Other assets and liabilities
​
​
( 27,597 )
​
​
2,241
​
​
( 15,084 )

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

​
​
​
​
​
​
​
​
​
​

Investing activities
​
​
​
​
​
​
​
​
​

Purchases of short-term investments
​
​
( 70,000 )
​
​
—
​
​
—

Capital expenditures
​
​
( 434,829 )
​
​
( 374,458 )
​
​
( 435,267 )

Acquisitions, net of cash acquired
​
​
( 386,813 )
​
​
—
​
​
—

Other investments
​
​
( 39,704 )
​
​
( 8,631 )
​
​
( 6,158 )

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

​
​
​
​
​
​
​
​
​
​

Financing activities
​
​
​
​
​
​
​
​
​

Borrowings from short-term debt
​
​
2,214,888
​
​
199,700
​
​
195,400

Payments on short-term debt
​
​
( 2,182,316 )
​
​
( 199,700 )
​
​
( 195,400 )

Repurchase of common shares
​
​
( 901,388 )
​
​
( 1,003,328 )
​
​
( 995,738 )

Stock options exercised
​
​
32,562
​
​
12,339
​
​
12,176

Purchase of treasury shares
​
​
( 13,649 )
​
​
( 23,761 )
​
​
( 22,562 )

Debt issuance costs
​
​
( 763 )
​
​
( 4,159 )
​
​
—

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

​
​
​
​
​
​
​
​
​
​

Effect of exchange rate changes on cash and cash equivalents
​
​
274
​
​
—
​
​
—

Net (decrease) increase in cash and cash equivalents
​
​
( 278,958 )
​
​
( 63,393 )
​
​
28,717

Cash and cash equivalents at beginning of year
​
​
703,201
​
​
766,594
​
​
737,877

Cash and cash equivalents at end of year
​
$
424,243
​
$
703,201
​
$
766,594

​
​
​
​
​
​
​
​
​
​

Supplemental information
​
​
​
​
​
​
​
​
​

Cash paid for interest
​
$
9,673
​
$
4,159
​
$
3,327

Income taxes paid, net of refunds
  ​ ​ ​
​
381,812
​
​
386,059
​
​
328,215

Non-cash investing and financing activities:
​
​
​
  ​ ​ ​
​
​
  ​ ​ ​
​
​

Non-cash capital expenditures
​
​
34,655
​
​
22,561
​
​
61,757

Repurchase of common shares in accrued liabilities
​
​
4,058
​
​
14,967
​
​
4,297

See accompanying notes to consolidated financial statements.

56

Table of Contents

​
​
​
Ulta Beauty, Inc.
Consolidated Statements of Stockholders’ Equity
​
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
​
​
Treasury -
​
​
​
​
​
Accumulated
​
​
​

​
​
Common Stock
​
Common Stock
​
Additional
​
​
​
Other
​
Total

​
​
Issued
​
​
​
Treasury
​
​
​
Paid-In
​
Retained
​
Comprehensive
​
Stockholders'

(In thousands)
  ​ ​ ​
Shares
  ​ ​ ​
Amount
  ​ ​ ​
Shares
  ​ ​ ​
Amount
  ​ ​ ​
Capital
  ​ ​ ​
Earnings
​
Income
​
Equity

Balance – January 28, 2023
​
51,120
​
$
511
​
( 756 )
​
$
( 60,470 )
​
$
1,023,997
​
$
995,773
​
$
—
​
$
1,959,811

Net income
​
—
​
​
—
​
—
​
​
—
​
​
—
​
​
1,291,005
​
​
—
​
​
1,291,005

Stock-based compensation
​
—
​
​
—
​
—
​
​
—
​
​
48,246
​
​
—
​
​
—
​
​
48,246

Stock options exercised and other awards
​
176
​
​
2
​
—
​
​
—
​
​
12,174
​
​
—
​
​
—
​
​
12,176

Purchase of treasury shares
​
—
​
​
—
​
( 43 )
​
​
( 22,562 )
​
​
—
​
​
—
​
​
—
​
​
( 22,562 )

Repurchase of common shares, including excise tax
​
( 2,173 )
​
​
( 22 )
​
—
​
​
—
​
​
( 9,313 )
​
​
( 1,000,013 )
​
​
—
​
​
( 1,009,348 )

Balance – February 3, 2024
​
49,123
​
$
491
​
( 799 )
​
$
( 83,032 )
​
$
1,075,104
​
$
1,286,765
​
$
—
​
$
2,279,328

Net income
​
—
​
​
—
​
—
​
​
—
​
​
—
​
​
1,201,118
​
​
—
​
​
1,201,118

Stock-based compensation
​
—
​
​
—
​
—
​
​
—
​
​
42,787
​
​
—
​
​
—
​
​
42,787

Stock options exercised and other awards
​
175
​
​
2
​
—
​
​
—
​
​
12,337
​
​
—
​
​
—
​
​
12,339

Purchase of treasury shares
​
—
​
​
—
​
( 45 )
​
​
( 23,761 )
​
​
—
​
​
—
​
​
—
​
​
( 23,761 )

Repurchase of common shares, including excise tax
​
( 2,489 )
​
​
( 25 )
​
—
​
​
—
​
​
( 9,459 )
​
​
( 1,013,974 )
​
​
—
​
​
( 1,023,458 )

Balance – February 1, 2025
​
46,809
​
$
468
​
( 844 )
​
$
( 106,793 )
​
$
1,120,769
​
$
1,473,909
​
$
—
​
$
2,488,353

Net income
​
—
​
​
—
​
—
​
​
—
​
​
—
​
​
1,153,479
​
​
—
​
​
1,153,479

Stock-based compensation
​
—
​
​
—
​
—
​
​
—
​
​
37,426
​
​
—
​
​
—
​
​
37,426

Foreign currency translation adjustments
​
—
​
​
—
​
—
​
​
—
​
​
—
​
​
—
​
​
3,760
​
​
3,760

Stock options exercised and other awards
​
239
​
​
2
​
—
​
​
—
​
​
32,560
​
​
—
​
​
—
​
​
32,562

Purchase of treasury shares
​
—
​
​
—
​
( 38 )
​
​
( 13,649 )
​
​
—
​
​
—
​
​
—
​
​
( 13,649 )

Repurchase of common shares, including excise tax
​
( 2,000 )
​
​
( 20 )
​
—
​
​
—
​
​
( 8,001 )
​
​
( 890,459 )
​
​
—
​
​
( 898,480 )

Balance – January 31, 2026
​
45,048
​
$
450
​
( 882 )
​
$
( 120,442 )
​
$
1,182,754
​
$
1,736,929
​
$
3,760
​
$
2,803,451

​
See accompanying notes to consolidated financial statements.
​
​

57

Table of Contents

Ulta Beauty, Inc.
Notes to Consolidated Financial Statements
(In thousands, except per share and store count data)
1.   Business and basis of presentation
Ulta Beauty, Inc. was founded in 1990 to operate specialty retail stores selling cosmetics, fragrance, haircare and skincare products, and related accessories and services. Nearly every store features a full-service salon. As used in these notes and throughout this Annual Report on Form 10-K, all references to “we,” “us,” “our,” “Ulta Beauty,” or the “Company” refer to Ulta Beauty, Inc. and its consolidated subsidiaries. All amounts are stated in thousands, with the exception of per share amounts and number of stores.
As of January 31, 2026, the Company operated 1,591 stores worldwide: 1,505 Ulta Beauty stores in the U.S. located in 50 states, 84 Space NK stores located in the United Kingdom (U.K.), and 2 Space NK stores located in Ireland.
The Company has one reportable segment, which includes retail stores, salon services, and e-commerce.
​
2.   Summary of significant accounting policies
Fiscal year
The Company’s fiscal year is the 52 or 53 weeks 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.
Consolidation
The Company’s consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts, transactions, and unrealized profit were eliminated in consolidation.
Use of estimates
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the accounting period. Actual results could differ from those estimates. The Company considers its accounting policies relating to inventory valuations, vendor allowances, impairment of long-lived tangible and right-of-use assets, impairment of goodwill and other intangible assets, loyalty program, income taxes, and business combinations to be the most significant accounting policies that involve management estimates and judgments. Significant changes, if any, in those estimates and assumptions resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods.
​

58

Table of Contents

Cash and cash equivalents
Cash equivalents include 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. Cash equivalents also include amounts due from third-party financial institutions for credit card and debit card transactions. These receivables typically settle in five days or less with little or no default risk.
​
​

​

​

​

​

​

​

​
​
January 31,
​
February 1,

(In thousands)
​
2026
  ​ ​ ​
2025

Cash (1)
​
$
311,192
​
$
611,252

Short-term investments
​
​
15,000
​
​
—

Receivables from third-party financial institutions for credit card and debit card transactions
​
​
98,051
​
​
91,949

Cash and cash equivalents
​
$
424,243
​
$
703,201

(1) Includes restricted cash of $ 2,299 , which consists of UB Marketplace TM proceeds held for payment due to third-party sellers as of January 31, 2026.
Short-term investments
The Company determines the balance sheet classification of its investments at the time of purchase and evaluates the classification at each balance sheet date. Money market funds, certificates of deposit, and time deposits with maturities of greater than three months but no more than twelve months are carried at cost, which approximates fair value and are recorded in the consolidated balance sheets in short-term investments.
​
Fair value of financial instruments
The carrying value of cash and cash equivalents, short-term investments, accounts receivable, and accounts payable approximates fair value due to the short maturities of these instruments. As of January 31, 2026, we had $ 62,287 outstanding under our credit facilities. We did not have any outstanding borrowings on the credit facilities as of
February 1, 2025.
The Company utilizes fair value measurements in the calculation of long-lived asset, goodwill and other intangible asset impairments (see Note 14, “ Fair value measurements”).
​
Receivables
Receivables primarily include amounts due from vendors for allowances, amounts due from third-party gift card providers, and royalties and other credit card amounts. The Company does not require collateral on its receivables and does not accrue interest. Credit risk with respect to receivables is limited due to the diversity of vendors comprising the Company’s vendor base. The Company performs ongoing credit evaluations of its vendors and evaluates the collectability of its receivables based on the length of time the receivable is past due and historical experience.
​
​

​

​

​

​

​

​

​
​
January 31,
​
February 1,

(In thousands)
​
2026
  ​ ​ ​
2025

Vendor allowances
​
$
157,278
​
$
145,341

Gift card
​
​
68,778
​
​
14,695

Royalties and other credit card
​
​
22,101
​
​
23,723

Other
​
​
48,697
​
​
40,977

Allowance for doubtful accounts
​
​
( 637 )
​
​
( 1,402 )

Receivables, net
​
$
296,217
​
$
223,334

​

59

Table of Contents

Vendor allowances
The Company receives consideration from vendors for advertising, markdown allowances, purchase volume discounts and rebates, reimbursement for defective merchandise, and certain selling and display expenses. A majority of all vendor allowances are recorded as a reduction of the vendor’s product cost and recognized in cost of sales as the product is sold.
Merchandise inventories
Merchandise inventories are stated at the lower of cost or net realizable value. Cost is determined using the moving average cost method and includes costs incurred to purchase and distribute goods. Inventory cost also includes vendor allowances related to co-op advertising, markdowns, and volume discounts. The Company maintains an inventory reserve for lower of cost or net realizable value and shrink. The inventory reserve was $ 44,054 and $ 40,003 as of January 31, 2026 and February 1, 2025, respectively.
Property and equipment and internal use software
Property and equipment is stated at cost, net of accumulated depreciation, and depreciated using the straight-line method over the shorter of the assets’ estimated useful lives or lease term. Leasehold improvements purchased after the beginning of the initial lease term are amortized over the shorter of the assets’ useful lives or a term that includes the original lease term, plus any renewals that are reasonably certain at the date the leasehold improvements are acquired. Repair and maintenance costs are expensed as incurred.
​
​

​

​

​

​

​

​

Equipment and fixtures
​
​
​
​
​
1 to 10 years

Electronic equipment and software
​
​
​
​
​
3 to 15 years

​
Costs incurred to obtain or develop internal use software that are capitalized are amortized on a straight-line basis over the estimated useful life of the software.
Cloud computing arrangements
Cloud computing arrangements (software-as-a-service contracts) and related implementation costs that are capitalized are amortized on a straight-line basis over the contract term (up to 5 years ). These amounts are classified within prepaid expenses and other current assets and other long-term assets in the consolidated balance sheets.
Business combinations
Business combinations are accounted for using the acquisition method of accounting, which requires that once control is obtained, all the assets acquired and liabilities assumed are recorded at their respective fair values at the date of acquisition. The determination of the acquisition date fair values of identifiable assets acquired and liabilities assumed requires estimates and the use of valuation techniques when fair value is not readily available and requires judgment. For the valuation of indefinite-lived intangible assets acquired in a business combination, the Company typically uses the relief from royalty method, which utilizes the present value of the after-tax royalty savings attributable to owning the intangible assets as opposed to paying a third party for its use. The significant assumptions used to estimate the fair values of intangible assets include projected revenues, discount rate, remaining useful life, and estimated royalty rate. Although the Company believes its estimates of acquisition date fair values are reasonable, actual financial results could differ from those estimates due to the inherent uncertainty involved in making such estimates. Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact on the determination of the fair values of the intangible assets acquired.
The excess of the purchase price over fair values of identifiable assets acquired and liabilities assumed is recorded as goodwill. During the measurement period, which is up to one year from the acquisition date, adjustments may be recorded to the assets acquired and liabilities assumed with the corresponding offset to goodwill due to the use of preliminary information in initial estimates. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

60

Table of Contents

Impairment of long-lived tangible and right-of-use assets
The asset group is defined as the lowest level for which identifiable cash flows are available and largely independent of the cash flows of other groups of assets. The asset group identified is at the store level and includes both property and equipment and operating lease assets.
Significant estimates are used to determine the future cash flows of each store over its remaining lease term, including expectations for projected revenues and operating expenses. An impairment loss is recognized when the carrying amount of a long-lived asset exceeds its fair value.
Long-lived tangible and right-of-use assets are reviewed for impairment quarterly or more frequently if events or circumstances indicate these assets might be impaired. An undiscounted cash flow analysis is performed over the asset group. Asset groups are written down only to the extent that their carrying value exceeds their respective fair value. Fair values of the asset group are determined by discounting the cash flows at a rate that approximates the cost of capital of a market participant. The Company’s forecast of future cash flows is based on the income approach. The fair value of individual right-of-use assets is determined under the market approach using estimated market rent assessments based on broker quotes.
​
The determination of fair value under the income approach requires assumptions including forecasts of future cash flows (such as revenue growth rates and operating expenses) and selection of a market-based discount rate. Estimates of market rent are based on non-binding broker quotes. As these inputs are unobservable, they are classified as Level 3 inputs under the fair value hierarchy. If actual results are not consistent with estimates and assumptions used in estimating future cash flows and asset fair values, there may be exposure to additional impairment losses in a future period.
​
Goodwill
Goodwill represents the excess of cost over the fair value of net assets acquired. Goodwill is tested for impairment at the reporting unit level, which is an operating segment or a level below an operating segment (a component). A component is a reporting unit if the component constitutes a business for which discrete financial information and operating results are available and management regularly reviews that information. However, the Company aggregates two or more components of an operating segment into a single reporting unit if the components have similar economic characteristics and the other aggregation requirements are met.
​
To review goodwill at a reporting unit for impairment, the Company generally elects to first assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. Qualitative factors include macroeconomic, industry or market conditions, cost factors, or financial performance. If the Company elects not to perform a qualitative assessment or concludes from the assessment of qualitative factors that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, a quantitative test is performed to evaluate goodwill impairment.
​
To perform a quantitative test, the Company estimates the fair value of the reporting unit and compares that amount to the reporting unit's carrying value. The Company typically calculates the fair value by using a combination of a market approach and an income approach that is based on a discounted cash flow model. The assumptions used in the market approach generally include benchmark company market multiples and the assumptions used in the income approach generally include the projected cash flows of the reporting unit, which are based on projected revenue growth rates and operating margins, the estimated weighted average cost of capital, working capital and terminal value. The Company uses inputs and assumptions it believes are consistent with those a hypothetical marketplace participant would use. Goodwill impairment (if any) is recognized as the excess of the reporting unit's carrying value over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit.
​
​ ​
​

61

Table of Contents

Other intangible assets
​
Intangible assets with definite lives are amortized over their useful lives. The recoverability of definite-lived intangible assets is reviewed whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable.
​
Intangible assets with indefinite lives, which primarily consist of trademarks, are not amortized but instead evaluated for impairment annually or more frequently if events or circumstances indicate that the intangible asset might be impaired. This analysis is dependent upon a number of uncertain factors described below and is typically performed in conjunction with the goodwill impairment analysis discussed above and is similar to the analysis performed at acquisition.
​
The fair value of the Company’s trademarks is principally determined by the relief from royalty approach that assumes the trademarks have value to the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them. This method includes assumptions regarding revenue growth rates, royalty rates, risk-adjusted discount rates and future economic and market conditions. If an annual or interim analysis indicates an impairment of an intangible asset with an indefinite useful life, the amount of the impairment is recognized in our consolidated financial statements based on the amount that the carrying value exceeds the estimated fair value of the asset for an intangible asset with an indefinite life.
​
Leases
The Company determines whether an arrangement is or contains a lease at contract inception. The lease classification evaluation begins at the lease commencement date. The lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain.
Total rent payable is recorded during the lease term, including rent escalations in which the amount of future rent is fixed on the straight-line basis over the term of the lease (including the rent holiday period beginning upon control of the premises and any fixed payments stated in the lease). For leases with an initial term greater than 12 months, a related lease liability is recorded on the balance sheet at the present value of future payments discounted at the estimated fully collateralized incremental borrowing rate (discount rate) corresponding with the lease term. In addition, a right-of-use asset is recorded as the initial amount of the lease liability, plus any lease payments made to the lessor before or at the lease commencement date and any initial direct costs incurred, less any tenant improvement allowance incentives received. Tenant incentives are amortized through the right-of-use asset as reduction of rent expense over the lease term. The difference between the minimum rents paid and the straight-line rent is reflected within the right-of-use asset.
​
Certain leases contain provisions that require variable payments based upon sales volume or payment of common area maintenance costs, real estate taxes, and insurance related to leases (variable lease cost) .  Variable lease costs are expensed as incurred. This results in some variability in lease expense as a percentage of revenues over the term of the lease in stores where variable lease costs are paid. Contingent rent is accrued each period as the liabilities are incurred, in addition to the straight-line rent expense. This results in some variability in lease expense as a percentage of revenues over the term of the lease in stores where contingent rent is paid.
​
Leases with an initial term of 12 months or less (short-term leases) are not recorded on the consolidated balance sheets. Short-term lease expense is recognized on a straight-line basis over the lease term. The Company subleases certain real estate to third parties for stores with excess square footage space. The Company does not separate lease and non-lease components (e.g., common area maintenance).
As the interest rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate corresponding with the lease term. As there are no outstanding borrowings under the Company’s U.S. credit facility, this rate is estimated based on prevailing market conditions, comparable company and credit analysis, and judgment. The incremental borrowing rate is reassessed if there is a change to the lease term or if a modification occurs and it is not accounted for as a separate contract (see Note 9, “Leases”).
​

62

Table of Contents

Loyalty program
The Company maintains a loyalty program, Ulta Beauty Rewards ® , which allows members to earn points based on purchases of merchandise or services. Points earned are valid for at least one year . The loyalty program represents a material right to the customer and points may be redeemed on future products and services. Revenue from the loyalty program is recognized when the members redeem points or points expire. The Company defers revenue related to points earned that have not yet been redeemed. The amount of deferred revenue includes estimates for the standalone selling price of points earned by members and the percentage of points expected to be redeemed. The expected redemption percentage is based on historical redemption patterns and considers current information or trends. The standalone selling price of points earned and the estimated redemption rate are evaluated each reporting period. When a guest redeems points or the points expire, the Company recognizes revenue in net sales on the consolidated statements of income.
Credit cards
The Company has agreements (the Agreements) with third parties to provide guests with private label credit cards and/or co-branded credit cards (collectively, the Credit Cards). The private label credit card can be used at any store location and online, and the co-branded credit card can be used anywhere the co-branded card is accepted. A third-party financing company is the sole owner of the accounts and underwrites the credit issued under the Credit Card programs. The Company’s performance obligation is to maintain the Ulta Beauty Rewards ® loyalty program as only guests enrolled in the loyalty program can apply for the Credit Cards. Loyalty members earn points through purchases at Ulta Beauty, Ulta Beauty at Target, and anywhere the co-branded credit card is accepted.
The Company receives from the third parties various types of incentive payments and expense reimbursements, including for certain credit card program costs such as advertising and loyalty points, which help promote the credit card program. The Company recognizes revenue when collectability is reasonably assured, under the assumption the amounts are not constrained and it is probable that a significant revenue reversal will not occur in future periods, which is generally the time at which the actual usage of the Credit Cards or specified transaction occurs.
The Company accounts for the amounts associated with the Agreements as a single contract with the sole commercial objective to maintain the Credit Card programs. As a result, all amounts associated with the Agreements are recognized within net sales on the consolidated statements of income.
Gift card program
The Company records a contract liability for gift card sales which will be redeemed in the future within deferred revenue on the consolidated balance sheets and recognized in net sales when the gift card is redeemed for products or services. Gift cards do not expire and do not include service fees that decrease guest balances. The Company maintains historical data related to gift card transactions sold and redeemed over a significant time frame. Gift card breakage (amounts not expected to be redeemed) is recognized to the extent there is no requirement for remitting balances to governmental agencies under unclaimed property laws. Estimated gift card breakage revenue is recognized over time in proportion to actual gift card redemptions. Gift card breakage revenue was $ 26,973 , $ 24,293 , and $ 22,606 in fiscal 2025, 2024, and 2023, respectively.
Revenue recognition
Revenue is recognized when control of the promised goods or services is transferred to the guest, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
​

63

Table of Contents

The Company determines revenue recognition through the following steps:
● Identification of the contract, or contracts, with a guest;
● Identification of the performance obligations in the contract;
● Determination of the transaction price;
● Allocation of the transaction price to the performance obligations in the contract; and
● Recognition of revenue when, or as, each performance obligation is satisfied.
​
Net sales include retail stores and e-commerce merchandise sales as well as salon services and other revenue.
Revenue from merchandise sales at retail stores is recognized at the point of sale, net of estimated returns. Revenue from e-commerce merchandise sales is recognized upon shipment to the guest or guest pickup of the merchandise based on meeting the transfer of control criteria, net of estimated returns. Salon services revenue is recognized at the time the service is provided to the guest. Shipping and handling are treated as costs to fulfill the contract and not a separate performance obligation. Accordingly, the Company recognizes revenue for its single performance obligation related to e-commerce sales at the time control of the merchandise passes to the guest, which is at the time of shipment or guest pickup. The Company provides refunds for merchandise returns within 30 days from the original purchase date. State sales taxes are presented on a net basis as the Company considers itself a pass-through conduit for collecting and remitting state sales tax. Company coupons and other incentives are recorded as a reduction of net sales at the point of sale.  
Advertising
Advertising costs primarily consist of print, digital and social media, television, and radio advertising, net of vendor income that is a reimbursement of specific, incremental, and identifiable costs. Costs related to advertising are expensed in the period the related promotional event occurs.
​
​

​

​

​

​

​

​

​

​

​

​
​
Fiscal Year Ended

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

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

Advertising expense, net
​
$
490,980
​
$
431,455
​
$
422,779

Advertising expense, net as a percentage of net sales
​
​
4.0 %
​
​
3.8 %
​
​
3.8 %

​
Prepaid advertising costs included in prepaid expenses and other current assets on the consolidated balance sheets were $ 8,877 and $ 7,830 as of January 31, 2026 and February 1, 2025, respectively.
Pre-opening expenses
Non-capital expenditures incurred prior to the grand opening of a new, remodeled, or relocated store are expensed as incurred.
Cost of sales
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; retail stores 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.
Selling, general and administrative expenses
Selling, general and administrative (SG&A) expenses includes 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

64

Table of Contents

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.
Income taxes
Deferred income taxes reflect the net tax effect of temporary differences between the financial statement carrying amounts of assets and liabilities and their tax bases. The amounts reported were derived using the enacted tax rates in effect for the year the differences are expected to reverse.
Income tax benefits related to uncertain tax positions are recognized only when it is more likely than not that the tax position will be sustained on examination by the taxing authorities. The determination is based on the technical merits of the position and presumes that each uncertain tax position will be examined by the relevant taxing authority that has full knowledge of all relevant information. Penalties and interest related to unrecognized tax positions are recorded in income tax expense in the consolidated statements of income (see Note 12, “Income taxes”).
Stock-based compensation
Stock-based compensation expense is measured at grant date, based on the fair value of the award, and is recognized on a straight-line basis over the requisite service period for awards expected to vest. Stock-based compensation expense was $ 37,426 , $ 42,787 , and $ 48,246 in fiscal 2025, 2024, and 2023, respectively (see Note 15, “Stock-based compensation”).
Insurance expense
The Company has insurance programs with third party insurers for employee health, workers compensation, and general liability, among others, to limit the Company’s liability exposure. The insurance programs are premium based and include retentions, deductibles, and stop loss coverage. Current stop loss coverage per claim is $ 750 for employee health claims, $ 350 for general liability claims, and $ 350 for workers’ compensation claims. The Company makes collateral and premium payments during the plan year and accrues expenses in the event additional premium is due from the Company based on actual claim results. UB Insurance, Inc., an Arizona-based wholly owned captive insurance subsidiary of the Company, charges the operating subsidiaries of the Company premiums to insure certain liability exposures. Pursuant to Arizona insurance regulations, UB Insurance, Inc. maintains certain levels of cash and cash equivalents related to its liability exposures.
Net income per common share
Basic net income per common share is computed by dividing income available to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per common share includes dilutive common stock equivalents, using the treasury stock method (see Note 16, “Net income per common share”).
Foreign currency
Assets and liabilities recorded in a foreign currency are translated at the exchange rate on the balance sheet date. Revenues and expenses are translated using average exchange rates throughout the year.
Other comprehensive income
Other comprehensive income includes net earnings adjusted for certain gains and losses that are excluded from net income and recognized within accumulated other comprehensive income or loss as a component of equity, which consists primarily of foreign currency translation adjustments.
​
​

65

Table of Contents

Recently adopted accounting pronouncements
Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The guidance includes amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The guidance is effective for fiscal years beginning after December 15, 2024 and should be applied either prospectively or retrospectively. Early adoption is permitted. The Company adopted this ASU in fiscal 2025 (see Note 12, “Income taxes”).
Recent accounting pronouncements not yet adopted

Income Statement – Reporting Comprehensive Income (Topic 220-40): Expense Disaggregation Disclosures
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income (Topic 220-40): Expense Disaggregation Disclosures. This update requires, among other things, more detailed disclosure about types of expenses in commonly presented expense captions such as cost of sales and SG&A and is intended to improve the disclosures about an entity’s expenses including purchases of inventory, employee compensation, depreciation, and amortization. The ASU is effective for fiscal years beginning after December 15, 2026, and interim reporting periods within fiscal years beginning after December 15, 2027. The Company is evaluating the impact of adopting ASU 2024-03 on the consolidated financial statements and disclosures.
Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software
​
In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The ASU is intended to improve and modernize the accounting for software costs to better align with the evolution of software development. The ASU is effective for fiscal years beginning after December 15, 2027, and interim reporting periods within fiscal years beginning after December 15, 2027. Early adoption is permitted as of the beginning of an annual reporting period. The amendments should be applied on a prospective transition basis to financial statements issued for reporting periods after the effective date of the update, on a modified transition approach that is based on the status of the project and whether software costs were capitalized before the date of adoption, or on a retrospective transition basis to any or all prior periods presented in the financial statements. The Company is evaluating the impact of adopting ASU 2025-06 on the consolidated financial statements.
​
Interim Reporting (Topic 270)
​
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This ASU provides enhancements and clarifications to interim disclosure requirements and the applicability of Accounting Standards Codification (“ASC”) Topic 270 – Interim Reporting. The amendments establish a comprehensive listing of required interim disclosures and improve navigability and consistency in interim reporting. The ASU also introduces a new disclosure principle that requires entities to disclose events occurring after the end of the most recent annual period that have a material impact on the entity. Additionally, the amendments clarify the types of interim financial statements subject to GAAP (including condensed statements) and provide presentation and content requirements for interim periods. The guidance is effective for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the impact of adopting ASU 2025-11 on the consolidated financial statements and related disclosures.
​
Codification Improvements
​
In December 2025, the FASB issued ASU 2025-12, Codification Improvements, which represents changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. The amendments make the Codification

66

Table of Contents

easier to understand and apply. The amendments are effective for interim and annual periods beginning after December 15, 2026, with early adoption permitted. The Company is evaluating the impact of adopting ASU 2025-12 on the consolidated financial statements and related disclosures.
​
3. Acquisitions
On July 10, 2025, the Company acquired 100 % ownership in Space NK Limited (“Space NK”), a luxury beauty retailer operating in the U.K. and Ireland. The acquisition was funded with cash on hand and borrowings under the Company’s existing credit facility. The acquisition is not material to the Company’s consolidated financial statements.
Purchase Price Allocation
The Company recorded the assets acquired and liabilities assumed in the acquisition at their estimated fair value on July 10, 2025 of $ 17,416 , along with goodwill of $ 381,736 , in accordance with ASC Topic 805, “Business Combinations.” Since the acquisition date, the Company recorded adjustments to the purchase price allocation to recognize an increase in total assets of $ 319,657 and an increase in total liabilities of $ 151,719 , with a corresponding net decrease in goodwill of $ 167,938 . The purchase price allocation was finalized as of January 31, 2026.
The allocation of the purchase price consideration to the estimated fair value of the assets acquired and liabilities assumed on July 10, 2025 is as follows:
​
​

​

​

(In thousands)
​
​

Cash and cash equivalents
$
12,339

Merchandise inventories, net
​
75,575

Property and equipment, net
​
58,705

Operating lease assets
​
107,014

Other intangible assets, net
​
201,635

Other assets (1)
​
16,178

Accounts payable
​
( 40,605 )

Accrued liabilities
​
( 45,697 )

Operating lease liabilities
​
( 101,995 )

Deferred income taxes
​
( 58,928 )

Other liabilities (2)
​
( 38,867 )

Estimated fair value excluding goodwill
​
185,354

Goodwill
​
213,798

Net assets acquired
$
399,152

(1) Includes amounts primarily related to receivables and prepaid expenses and other currents assets on the consolidated balance sheets.
​
(2) Includes amounts primarily related to deferred revenue, short-term debt, and other long-term liabilities on the consolidated balance sheets.

Transaction costs related to the acquisition of Space NK were expensed as incurred and are included in selling, general and administrative expenses in the consolidated statements of income.
The results of operations of Space NK are included in the consolidated financial statements since the date of the acquisition.

67

Table of Contents

4.   Revenue
Net sales include retail stores and e-commerce merchandise sales as well as salon services and other revenue. Other revenue primarily includes other revenue sources such as the private label and co-branded credit card programs, deferred revenue related to the loyalty program and gift card breakage, and royalties.
​
Disaggregated revenue
​
The following table sets forth the approximate percentage of net sales by primary category:
​

​

​

​

​

​

​

​
​
Fiscal Year Ended

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

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

Cosmetics
​
38 %
  ​
39 %
  ​
41 %

Skincare and wellness
​
24 %
​
23 %
​
22 %

Haircare
​
19 %
​
19 %
​
20 %

Fragrance
​
13 %
​
13 %
​
11 %

Services
​
4 %
​
4 %
​
4 %

Other
​
2 %
​
2 %
​
2 %

​
​
100 %
​
100 %
​
100 %

​
Deferred revenue
​
Deferred revenue primarily represents contract liabilities for the obligation to transfer additional goods or services to a guest for which the Company has received consideration, such as unredeemed loyalty points and unredeemed gift cards. In addition, breakage on gift cards is recognized proportionately as redemption occurs.
The following table provides a summary of the changes included in deferred revenue during fiscal 2025 and 2024:
​

​

​

​

​

​

​

​
​
Fiscal Year Ended

​
​
January 31,
​
February 1,

(In thousands)
​
2026
  ​ ​ ​
2025

Beginning balance
​
$
492,907
​
$
428,788

Additions to contract liabilities (1)
​
​
414,137
​
​
362,563

Deductions to contract liabilities (2)
​
​
( 333,009 )
​
​
( 298,444 )

Ending balance
​
$
574,035
​
$
492,907

(1) Loyalty points and gift cards issued in the current period but not redeemed or expired.
(2) Revenue recognized in the current period related to the beginning liability.

Other amounts included in deferred revenue were $ 8,343 and $ 7,678 at January 31, 2026 and February 1, 2025, respectively.
​

68

Table of Contents

5.   Prepaid expenses and other assets
Prepaid expenses and other current assets consist of the following:
​
​

​

​

​

​

​

​

​
​
January 31,
​
February 1,

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

Cloud computing costs (1)
​
$
44,797
​
$
29,175

Prepaid supplies
​
​
44,381
​
​
45,408

Prepaid maintenance
​
​
15,760
​
​
12,164

Prepaid advertising
​
 
8,877
​
 
7,830

Other
​
 
55,546
​
 
34,536

Prepaid expenses and other current assets
​
$
169,361
​
$
129,113

​
Other long-term assets consist of the following:
​
​

​

​

​

​

​

​

​
​
January 31,
​
February 1,

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

Cloud computing costs (1)
​
$
63,510
​
$
39,338

Other
​
 
61,402
​
 
25,357

Other long-term assets
​
$
124,912
​
$
64,695

(1) Expense related to cloud computing arrangements was $ 154,822 , $ 125,696 , and $ 101,062 in fiscal 2025, fiscal 2024, and fiscal 2023, respectively, and was included in SG&A expenses in the consolidated statements of income.
​
6.   Property and equipment
Property and equipment consists of the following:
​
​

​

​

​

​

​

​

​
​
January 31,
​
February 1,

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

Equipment and fixtures
​
$
1,509,563
​
$
1,388,173

Leasehold improvements
​
 
1,138,981
​
 
1,041,179

Electronic equipment and software
​
 
1,065,998
​
 
882,933

Construction-in-progress
​
 
132,769
​
 
80,841

​
​
 
3,847,311
​
 
3,393,126

Less: accumulated depreciation and amortization
​
 
( 2,413,249 )
​
 
( 2,153,831 )

Property and equipment, net
​
$
1,434,062
​
$
1,239,295

​
​

69

Table of Contents

​
7.  Goodwill
The changes in the carrying amounts of goodwill during fiscal 2025 and 2024 were as follows:
​

​

​

​

​

​

​

​
​
January 31,
​
February 1,

(In thousands)
​
2026
  ​ ​ ​
2025

Beginning balance
​
$
10,870
​
$
10,870

Acquisitions
​
​
213,798
​
​
—

Effect of exchange rate changes
​
​
1,753
​
​
—

Ending balance
​
$
226,421
​
$
10,870

​
The Company recognized goodwill of $ 213,798 during fiscal 2025 related to the acquisition of Space NK (see Note 3, “Acquisitions”).
​
8.   Other intangible assets
​
Other intangible assets consists of the following:
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
​
​
January 31, 2026
​
February 1, 2025

​
​
Weighted-average
​
Gross
​
​
​
​
​
Gross
​
​
​
​

​
​
remaining useful
​
carrying
​
Accumulated
​
​
​
carrying
​
Accumulated
​
​

(In thousands)
  ​ ​ ​
life in years
  ​ ​ ​
value
  ​ ​ ​
amortization
  ​ ​ ​
Net
  ​ ​ ​
value
  ​ ​ ​
amortization
  ​ ​ ​
  ​ ​ ​ Net    

Definite-lived
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Developed technology
​
—
​
$
5,506
​
$
( 5,506 )
​
$
—
​
$
5,506
​
$
( 5,302 )
​
$
204

Indefinite-lived
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Trade name/trademark
​
—
​
​
201,635
​
​
—
​
​
201,635
​
​
—
​
​
—
​
​
—

Effect of exchange rate changes
​
—
​
​
1,653
​
​
—
​
​
1,653
​
​
—
​
​
—
​
​
—

Indefinite-lived
​
​
​
​
203,288
​
​
—
​
​
203,288
​
​
—
​
​
—
​
​
—

Other intangible assets, net
​
​
​
$
208,794
​
$
( 5,506 )
​
$
203,288
​
$
5,506
​
$
( 5,302 )
​
$
204

​
Amortization expense related to definite-lived intangible assets was $ 204 , $ 306 , and $ 889 in fiscal 2025, fiscal 2024, and fiscal 2023, respectively.
​
9. Leases
The Company leases retail stores, distribution centers, fast fulfillment center, market fulfillment centers, corporate offices, and certain equipment under non-cancelable operating leases with various expiration dates through 2041. All leases are classified as operating leases and generally have initial lease terms of 10 years and, when determined applicable, include renewal options under substantially the same terms and conditions as the original leases. Leases do not contain any material residual value guarantees or material restrictive covenants.
​
​

70

Table of Contents

The following table presents supplemental balance sheet information, the weighted-average remaining lease term, and discount rate for operating leases:
​

​

​

​

​

​

​

​

​

​
​
​
​
​
​
​
​
​

​
​
​
​
January 31,
​
February 1,

(In thousands)
​
Classification on the Balance Sheet
  ​ ​ ​
2026
​
2025

Right-of-use assets
​
Operating lease assets
​
$
1,813,074
​
$
1,609,870

​
​
​
​
​
​
​
​
​

Current lease liabilities
​
Current operating lease liabilities
​
$
306,671
​
$
288,114

Non-current lease liabilities
​
Non-current operating lease liabilities
​
​
1,813,103
​
​
1,635,120

Total lease liabilities
​
​
​
$
2,119,774
​
$
1,923,234

​
​
​
​
​
​
​
​
​

Weighted-average remaining lease term
​
​
  ​ ​ ​
​
6.9 years
​
​
6.7 years

Weighted-average discount rate
​
​
​
​
4.6 %
​
​
4.2 %

​
Lease cost
​
The following table presents the components of lease cost for operating leases:
​
​

​

​

​

​

​

​

​

​

​

​

​

​
​
​
​
Fiscal Year Ended

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

(In thousands)
  ​ ​ ​
Classification on the Statement of Income
  ​ ​ ​
2026
  ​ ​ ​
2025
  ​ ​ ​
2024

Operating lease cost
​
Cost of sales (1)
​
$
387,016
​
$
355,241
​
$
344,600

Variable lease cost
​
Cost of sales
​
​
102,544
​
​
90,095
​
​
88,381

Short-term lease cost
​
SG&A expenses
​
​
1,491
​
​
1,415
​
​
1,451

Sublease income
​
Net sales
​
​
( 974 )
​
​
( 975 )
​
​
( 1,672 )

Total lease cost
​
​
​
$
490,077
​
$
445,776
​
$
432,760

(1) The majority of operating lease cost relates to retail stores, distribution centers, fast fulfillment center, and market fulfillment centers and is classified within cost of sales. Operating lease cost for corporate offices is classified within the SG&A expenses. Operating lease cost from the control date through store opening date is classified within pre-opening expenses.

Other information
​
The following table presents supplemental disclosures of cash flow information related to operating leases:
​
​

​

​

​

​

​

​

​

​

​

​
  ​ ​ ​
Fiscal Year Ended

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

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

Cash paid for operating lease liabilities (1)
​
$
438,807
​
$
413,299
​
$
396,573

Operating lease assets obtained in exchange for operating lease liabilities (non-cash)
​
​
553,735
​
​
345,976
​
​
346,021

(1) Excludes $ 50,153 , $ 40,742 , and $ 39,654 related to cash received for tenant incentives as of January 31, 2026, February 1, 2025, and February 3, 2024, respectively.
​
​

71

Table of Contents

Maturity of lease liabilities
​
The following table presents maturities of operating lease liabilities:
​
​

​

​

​

​

​

Fiscal year
​
​
  ​ ​ ​
(In thousands)

2026
​
​
​
$
396,067

2027
​
​
​
​
423,980

2028
​
​
​
​
358,715

2029
​
​
​
​
303,610

2030
​
​
​
​
262,224

2031 and thereafter
​
​
​
​
761,636

Total lease payments
​
​
​
$
2,506,232

Less: imputed interest
​
​
​
​
( 386,458 )

Present value of operating lease liabilities
​
​
​
$
2,119,774

​
Operating lease payments exclude $ 128,445 of legally binding minimum lease payments for leases signed but not yet commenced.
10.   Commitments and contingencies
​
Contractual obligations  – As of January 31, 2026, the Company had various non-cancelable obligations of $ 12,000 primarily due to commitments made to a third party for products and services for our strategic investments related to supply chain optimization and information technology systems. A majority of these agreements are due within three years and are recorded as liabilities when the goods are received or the services are rendered. Payments under these agreements were $ 49,000 in fiscal 2025.
General litigation – The Company is involved in various legal proceedings that are incidental to the conduct of the business including both class action and single plaintiff litigation. In the opinion of management, the amount of any liability with respect to these proceedings, either individually or in the aggregate, will not have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows.
​
11 .   Accrued liabilities
Accrued liabilities consist of the following:
​

​

​

​

​

​

​

​
​
January 31,
​
February 1,

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

Accrued payroll, bonus, and employee benefits
​
$
248,938
​
$
148,527

Accrued taxes
​
 
75,071
​
 
60,716

Accrued advertising
​
 
53,547
​
 
46,610

Accrued capital expenditures
​
​
33,884
​
​
13,598

Other accrued liabilities
​
 
139,940
​
 
110,790

Accrued liabilities
​
$
551,380
​
$
380,241

​
​

72

Table of Contents

12.   Income taxes
The provision for income taxes consists of the following:
​
​

​

​

​

​

​

​

​

​

​

​
​
Fiscal Year Ended

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

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

Current:
​
 
  ​
​
 
  ​
​
 
  ​

Federal
​
$
299,515
​
$
348,450
​
$
308,656

Foreign
​
​
3,901
​
​
—
​
​
—

State
​
​
72,089
​
​
73,826
​
​
65,415

Total current
​
​
375,505
​
​
422,276
​
​
374,071

Deferred:
​
​
  ​
​
​
  ​
​
​
  ​

Federal
​
​
2,137
​
​
( 31,407 )
​
​
27,391

Foreign
​
​
508
​
​
—
​
​
—

State
​
​
( 4,281 )
​
​
( 11,921 )
​
​
3,184

Total deferred
​
​
( 1,636 )
​
​
( 43,328 )
​
​
30,575

Provision for income taxes
​
$
373,869
​
$
378,948
​
$
404,646

​
The Company adopted ASU 2023-09, Improvements to Income Tax Disclosures, prospectively for periods beginning after December 31, 2024. The following table presents a reconciliation of the U.S. federal statutory tax rate to the effective income tax rate for fiscal 2025 (after adoption of ASU 2023-09):
​
​

​

​

​

​

​

​
  ​ ​ ​
Fiscal Year Ended

​
​
January 31,

(In thousands)
  ​ ​ ​
2026

Federal statutory tax rate
​
$
320,743
​
21.0 %

State and local income taxes, net of federal income tax effect (a)
 
​
50,136
​
3.3 %

Foreign tax effects
​
​
2,519
​
0.2 %

Effect of cross-border tax laws
​
​
—
​
0.0 %

Tax credits
​
​
( 8,586 )
​
( 0.6 %)

Nontaxable or nondeductible items
​
​
5,596
​
0.4 %

Changes in unrecognized tax benefits
​
​
3,432
​
0.2 %

Other adjustments
​
​
29
​
0.0 %

Effective tax rate
 
$
373,869
​
24.5 %

(a) State and local income taxes in California, Illinois, New York, and New Jersey made up the majority (greater than 50 percent) of the tax effect in this category.

The following table provides the disclosures required before adopting ASU 2023-09 and reconciles the U.S. federal statutory tax rate to our effective income tax rate:
​
​

​

​

​

​

​
  ​ ​ ​
Fiscal year ended

​
​
February 1,
​
February 3,

​
  ​ ​ ​
2025
  ​ ​ ​
2024

Federal statutory rate
​
21.0 %
​
21.0 %

State effective rate, net of federal tax benefit
 
3.1 %
​
3.2 %

Executive compensation limitation
​
0.3 %
​
0.3 %

Excess deduction of stock compensation
​
( 0.3 %)
​
( 0.4 %)

Other
 
( 0.1 %)
​
( 0.2 %)

Effective tax rate
 
24.0 %
​
23.9 %

​
On August 16, 2022, the Inflation Reduction Act of 2022 was enacted into law, which, among other things, introduced a 15 % corporate alternative minimum tax on book income of certain large corporations and created a 1 % excise tax on net share repurchases. The corporate alternative minimum tax was effective beginning in fiscal 2024 and did not have a

73

Table of Contents

material impact on the consolidated financial statements. The excise tax applies to share repurchases made after December 31, 2022.
​
On July 4, 2025, the U.S. enacted new tax legislation commonly referred to as the One Big Beautiful Bill Act ("OBBBA"), which included changes in tax laws that affect recorded deferred tax assets and deferred tax liabilities as well as the Company's effective tax rate. The Company applied the reinstatement of 100% bonus depreciation provision for assets placed in service after January 19, 2025, and restored the full expensing of qualifying domestic research and development expenditures in the Company’s income tax provision for the period ended January 31, 2026. This did not result in a material impact to the consolidated financial statements or effective tax rate.
​
Significant components of deferred tax assets and liabilities are as follows:
​
​

​

​

​

​

​

​

​
  ​ ​ ​
January 31,
​
February 1,

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

Deferred tax assets:
 
​
  ​
 
​
  ​

Operating lease liability
​
$
516,617
​
$
492,729

Accrued liabilities
​
 
62,510
​
 
49,626

Reserves not currently deductible
​
​
56,296
​
​
50,362

Employee benefits
​
 
33,267
​
 
33,111

Inventory valuation
​
 
12,126
​
 
4,168

Credit carryforwards
​
 
648
​
 
390

NOL carryforwards
​
​
164
​
​
197

Other
​
​
1,800
​
​
—

Total gross deferred tax assets
​
 
683,428
​
 
630,583

Valuation allowance
​
​
( 3,005 )
​
​
—

Deferred tax assets:
​
​
680,423
​
​
630,583

Deferred tax liabilities:
​
 
  ​
​
 
  ​

Operating lease asset
​
​
659,202
​
​
623,622

Intangibles
​
​
50,285
​
​
—

Property and equipment
​
 
26,804
​
 
8,286

Prepaid expenses
​
 
26,537
​
 
22,299

Receivables not currently includable
​
​
15,878
​
​
17,895

Other
​
 
483
​
 
1,074

Deferred tax liabilities
​
 
779,189
​
 
673,176

Net deferred tax liability
​
$
( 98,766 )
​
$
( 42,593 )

​
At January 31, 2026, the Company had $ 820 of credit carryforwards for state income tax purposes that expire between 2026 and 2039. The Company had $ 41 of state net operating loss (NOL) carryforwards that expire by 2038 and $ 117 of state NOL carryforwards that do not expire. The Company also had $ 184 of federal NOL carryforwards that do not expire.
The Company recorded a valuation allowance of $ 3,005 related to Space NK operations.
​

74

Table of Contents

The Company accounts for uncertainty in income taxes in accordance with ASC 740-10. The reserve for uncertain tax positions was $ 8,983 and $ 5,220 at January 31, 2026 and February 1, 2025, respectively, which represents the best estimate of the potential liability. A reconciliation of unrecognized tax benefits, excluding interest and penalties, is as follows:
​
​

​

​

​

​

​

​

​
  ​ ​ ​
January 31,
​
February 1,

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

Beginning balance
​
$
5,220
​
$
4,060

Increase due to a prior year tax position
​
 
4,065
​
 
1,188

Decrease due to a prior year tax position
​
 
( 302 )
​
 
( 28 )

Ending balance
​
$
8,983
​
$
5,220

​
Income tax-related interest was $ 1,113 for fiscal 2025 and insignificant for fiscal 2024.
The Company files tax returns in the U.S. federal and state jurisdictions. The Company is no longer subject to U.S. federal examinations by the Internal Revenue Service for years before 2022 and is no longer subject to examinations by state authorities before 2021.
​
The following is a schedule of cash paid for income taxes:
​
​

​

​

​

​
​
January 31,

(In thousands)
​
2026

Federal
​
$
311,400

State:
​
​
​

California
​
​
20,536

New Jersey
​
​
9,902

Other
​
​
35,559

Foreign
​
​
4,415

Income taxes paid, net of refunds
​
$
381,812

​
​
13 .   Debt
On August 27, 2025, the Company entered into Amendment No. 4 to the Second Amended and Restated Loan Agreement (as so amended, the “Loan Agreement”) with Wells Fargo Bank, National Association, as Administrative Agent, Collateral Agent, and a Lender thereunder; Wells Fargo Bank, National Association and JPMorgan Chase Bank, N.A., as Lead Arrangers and Bookrunners; JPMorgan Chase Bank, N.A., as Syndication Agent and a Lender; and the other lenders party thereto. The Loan Agreement matures on March 13, 2029, provides maximum revolving loans equal to the lesser of $ 1,000,000 or a percentage of eligible owned inventory and eligible owned receivables (which borrowing base may, at the election of the Company and satisfaction of certain conditions, include a percentage of qualified cash), and contains a $ 50,000 subfacility for letters of credit. The Loan Agreement requires the Company to maintain a fixed charge coverage ratio of 1.0 to 1.0 whenever availability under the Loan Agreement falls below the specified threshold. Substantially all of the Company’s assets are pledged as collateral for outstanding borrowings under the Loan Agreement. Outstanding borrowings bear interest, at the Company’s election, at either a base rate plus a margin of 0.5 % to 1.0 % or the Term Secured Overnight Financing Rate plus a margin of 1.5 % to 2.0 %, and a credit spread adjustment of 0.10 %, with such margins based on the Company’s borrowing availability. The unused line fee is 0.25 % to 0.375 % per annum. As of January 31, 2026 and February 1, 2025, there were no borrowings outstanding under the Loan Agreement.
Ulta Beauty’s wholly owned subsidiary, Space NK, maintains a multi-currency revolving credit facility (the “Facility Agreement”) with National Westminster Bank plc, providing up to £ 40,000 for working capital requirements. The Facility Agreement, maturing on April 17, 2028, allows Space NK to increase the revolving facility by an additional £ 10,000 with lender consent. The facility is secured by the assets of Space NK 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. Borrowings bear interest at either the compound or term Sterling Overnight Index Average plus a margin of 1.75 %, and

75

Table of Contents

this facility includes an unused line fee of 0.60 % per annum. As of January 31, 2026, there was $ 62,287 outstanding under the Facility Agreement.
​
As of January 31, 2026, the Company was in compliance with all terms and covenants of the Loan Agreement and Facility Agreement.
​
14.   Fair value measurements
The carrying value of cash and cash equivalents, short-term investments, accounts receivable, and accounts payable approximates their estimated fair values due to the short maturities of these instruments.
Fair value is measured using inputs from the three levels of the fair value hierarchy, which are described as follows:
● Level 1 – observable inputs such as quoted prices for identical instruments in active markets.
● Level 2 – inputs other than quoted prices in active markets that are observable either directly or indirectly through corroboration with observable market data.
● Level 3 – unobservable inputs in which there is little or no market data, which would require the Company to develop its own assumptions.

Fair value measurements of non-financial assets and non-financial liabilities are primarily used in the impairment analyses of goodwill, other intangible assets, and long-lived tangible assets. These involve fair value measurements on a nonrecurring basis using Level 3 inputs as defined in the fair value hierarchy.
The fair value of other intangible assets, net was valued under the relief from royalty method, which is equal to the present value of the after-tax royalty savings attributable to owning the intangible assets as opposed to paying a third party for its use. The fair value measurement was based on significant unobservable inputs (level 3) developed using company-specific information. The key assumptions in applying the relief from royalty method include the applicable projected revenues, discount rate, remaining useful life, and estimated royalty rate.
As of January 31, 2026 and February 1, 2025, there were liabilities related to the non-qualified deferred compensation plan included in other long-term liabilities on the consolidated balance sheets of $ 42,470 and $ 43,117 , respectively. The liabilities are categorized as Level 2 as they are based on third-party reported values, which are based primarily on quoted market prices of underlying assets of the funds within the plan.
​
15 .  Stock-based compensation
The Company’s equity incentive plan was adopted in order to attract and retain personnel for positions of substantial authority and to provide additional incentive to employees and directors to promote the success of the business.
The Amended and Restated 2011 Incentive Award Plan provides for the grant of incentive stock options, non-qualified stock options, restricted stock, restricted stock units, stock appreciation rights, performance awards, dividend equivalent rights, stock payments, deferred stock, and cash-based awards to employees, consultants, and directors. Unless provided otherwise by the administrator of the plan, options vest ratably over four years at the rate of 25 % per year from the date of grant and must be exercised within ten years . Options are granted with the exercise price equal to the fair value of the underlying stock on the date of grant. As of January 31, 2026, the plan reserves for the issuance upon grant or exercise of awards up to 1,781 shares of common stock.
​
​

76

Table of Contents

The following table presents information related to stock-based compensation:
​
​

​

​

​

​

​

​

​

​

​

​
​
Fiscal Year Ended

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

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

Stock options
​
$
8,089
​
$
9,188
​
$
7,429

Restricted stock units
​
​
21,481
​
​
19,863
​
​
19,724

Performance-based restricted stock units
​
​
7,856
​
​
13,736
​
​
21,093

Total stock-based compensation expense
​
$
37,426
​
$
42,787
​
$
48,246

​
​
​
​
​
​
​
​
​
​

Cash received from stock option exercises
​
$
32,562
​
$
12,339
​
$
12,176

Income tax benefit
​
$
63
​
$
4,891
​
$
7,167

​
Stock options
Stock-based compensation expense is measured on the grant date based on the fair value of the award. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period for awards expected to vest. The estimated grant date fair value of stock options was determined using a Black-Scholes valuation model using the following weighted-average assumptions for the periods indicated:
​

​

​

​

​

​

​

​

​

​

​
  ​ ​ ​
​
​
​
​
​
​
​
​

​
​
Fiscal Year Ended

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

​
  ​ ​ ​
2026
  ​ ​ ​
2025
  ​ ​ ​
2024

Volatility rate
 
​
34.0 %
​
​
33.0 %
​
​
45.0 %

Average risk-free interest rate
 
​
3.9 %
​
​
4.4 %
​
​
3.8 %

Average expected life (in years)
 
​
3.4
 
​
3.5
 
​
3.4

Dividend yield
 
​
—
 
​
—
 
​
—

​
The expected volatility is based on the historical volatility of the Company’s common stock. The risk-free interest rate is based on the United States Treasury yield curve in effect on the date of grant for the respective expected life of the option. The expected life represents the time the options granted are expected to be outstanding. The expected life of options granted is derived from historical data on Company stock option exercises. Forfeitures of stock options are estimated at the grant date based on historical rates of stock option activity and reduce the stock-based compensation expense recognized. The Company does not currently pay a regular dividend.
The following table presents information related to common stock options:
​
​

​

​

​

​

​

​

​

​

​

​
​
Fiscal Year Ended

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

(In thousands, except weighted-average grant date fair value)
  ​ ​ ​
2026
  ​ ​ ​
2025
  ​ ​ ​
2024

Weighted-average grant date fair value
​
$
377.73
​
$
157.66
​
$
199.15

Fair value of options vested
​
​
6,612
​
​
7,992
​
​
7,169

Intrinsic value of options exercised
​
​
32,212
​
​
12,673
​
​
15,509

​
At January 31, 2026, there was approximately $ 14,195 of unrecognized stock-based compensation expense related to unvested stock options. The unrecognized stock-based compensation expense is expected to be recognized over a weighted-average period of approximately two and a half years .
​

77

Table of Contents

A summary of stock option activity is presented in the following table (shares in thousands):
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
Fiscal 2025
​
Fiscal 2024
​
Fiscal 2023

​
​
​
​
​
Weighted-
​
​
​
​
Weighted-
​
​
​
​
Weighted-

​
  ​ ​ ​
Number of
​
​
average
​
Number of
​
​
average
​
Number of
​
​
average

​
  ​ ​ ​
options
  ​ ​ ​
​
exercise price
  ​ ​ ​
options
  ​ ​ ​
​
exercise price
  ​ ​ ​
options
  ​ ​ ​
​
exercise price

Beginning of year
​
299
​
$
349.12
​
307
​
$
303.47
​
324
​
$
260.34

Granted
​
144
​
​
377.73
​
56
​
​
522.88
​
42
​
​
541.39

Exercised
​
( 133 )
​
​
245.14
​
( 52 )
​
​
239.61
​
( 54 )
​
​
223.59

Forfeited/Expired
​
( 20 )
​
​
410.76
​
( 12 )
​
​
465.19
​
( 5 )
​
​
382.48

End of year
​
290
​
$
405.98
​
299
​
$
349.12
​
307
​
$
303.47

Exercisable at end of year
​
97
​
$
377.10
​
188
​
$
270.15
​
154
​
$
264.87

Vested and Expected to vest
​
278
​
$
405.27
​
292
​
$
345.55
​
297
​
$
302.05

​
The following table presents information related to stock options outstanding and stock options exercisable at January 31, 2026 based on ranges of exercise prices (shares in thousands):
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
Options outstanding
​
Options exercisable

​
​
​
​
Weighted-
​
​
​
​
​
​
Weighted-
​
​
​

​
​
​
​
average
​
​
​
​
​
​
average
​
​
​

​
​
​
​
remaining
​
​
​
​
​
​
remaining
​
​
​

​
​
​
​
contractual
​
​
Weighted-
​
​
​
contractual
​
​
Weighted-

​
​
Number of
​
life
​
​
average
​
Number of
​
life
​
​
average

Range of Exercise Prices
  ​ ​ ​
options
  ​ ​ ​
(years)
  ​ ​ ​
​
exercise price
  ​ ​ ​
options
  ​ ​ ​
(years)
  ​ ​ ​
​
exercise price

$ 174.45 – $ 174.45
​
6
​
4
​
$
174.45
​
6
​
4
​
$
174.45

$ 174.46 – $ 281.53
​
13
​
1
​
​
266.31
​
13
​
1
​
​
266.31

$ 281.54 – $ 306.59
​
18
​
2
​
​
306.59
​
18
​
2
​
​
306.59

$ 306.60 – $ 348.73
​
21
​
4
​
​
347.00
​
15
​
1
​
​
348.73

$ 348.74 – $ 395.84
​
137
​
8
​
​
372.41
​
19
​
3
​
​
395.84

$ 395.85 – $ 545.67
​
95
​
6
​
​
521.70
​
26
​
5
​
​
533.35

$ 174.45 – $ 545.67
​
290
​
6
​
$
405.98
​
97
​
3
​
$
377.10

​
​
The aggregate intrinsic value of outstanding and exercisable stock options as of January 31, 2026 was $ 70,290 and $ 26,283 , respectively. The last reported sale price of the Company’s common stock on the NASDAQ Global Select Market on January 31, 2026 was $ 647.36 per share.
Restricted stock units
Restricted stock units (RSUs) are granted to certain employees and directors. Employee grants generally cliff vest after three years and director grants cliff vest after one year . The grant date fair value of RSUs is based on the closing market price of shares of the Company’s common stock on the date of grant. RSUs are expensed on a straight-line basis over the requisite service period. Forfeitures of RSUs are estimated at the grant date based on historical rates of stock award activity and reduce the stock-based compensation expense recognized. At January 31, 2026, unrecognized stock-based compensation expense related to RSUs was $ 41,129 . The unrecognized stock-based compensation expense is expected to be recognized over a weighted-average period of approximately one and a half years .

78

Table of Contents

A summary of RSU activity is presented in the following table (shares in thousands):
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
Fiscal 2025
​
Fiscal 2024
​
Fiscal 2023

​
  ​ ​ ​
​
​
Weighted-
​
​
​
Weighted-
​
​
​
Weighted-

​
​
Number of
​
average grant
​
Number of
​
average grant
​
Number of
​
average grant

​
  ​ ​ ​
units
  ​ ​ ​
date fair value
  ​ ​ ​
units
  ​ ​ ​
date fair value
  ​ ​ ​
units
  ​ ​ ​
date fair value

Beginning of year
​
125
  ​ ​ ​
$
472.36
​
140
  ​ ​ ​
$
408.86
​
221
  ​ ​ ​
$
264.08

Granted
​
122
​
​
395.40
​
54
​
​
497.25
​
50
​
​
518.45

Vested
​
( 46 )
​
​
401.76
​
( 50 )
​
​
322.03
​
( 122 )
​
​
191.76

Forfeited
​
( 24 )
​
​
432.72
​
( 19 )
​
​
471.41
​
( 9 )
​
​
408.21

End of year
​
177
​
$
443.02
​
125
​
$
472.36
​
140
​
$
408.86

Expected to vest
​
164
​
$
443.02
​
116
​
$
472.36
​
130
​
$
408.86

​
Performance-based restricted stock units
Performance-based restricted stock units (PBSs) are granted to certain employees. PBSs cliff vest after three years based upon achievement of pre-established net sales and earnings before tax goals for each of the first two years . The performance is then subject to a three-year total shareholder return modifier. The grant date fair value of the PBSs is measured using a Monte Carlo simulation.
PBSs are expensed on a straight-line basis over the requisite service period, based on the probability of achieving the performance goal, with changes in expectations recognized as an adjustment to earnings in the period of the change. If the performance goal is not met, no stock-based compensation expense is recognized and any previously recognized stock-based compensation expense is reversed. Forfeitures of PBSs are estimated at the grant date based on historical rates of stock award activity and reduce the stock-based compensation expense recognized. At January 31, 2026, unrecognized stock-based compensation expense related to PBSs was $ 3,984 . The unrecognized stock-based compensation expense is expected to be recognized over a weighted-average period of approximately one year .
A summary of PBS activity is presented in the following table (shares in thousands):
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
Fiscal 2025
​
Fiscal 2024
​
Fiscal 2023

​
​
​
Weighted-
​
​
​
Weighted-
​
​
​
Weighted-

​
Number of
​
average grant
​
Number of
​
average grant
​
Number of
​
average grant

​
units
  ​ ​ ​
date fair value
  ​ ​ ​
units
  ​ ​ ​
date fair value
  ​ ​ ​
units
  ​ ​ ​
date fair value

Beginning of year
93
​
$
488.16
​
106
​
$
407.03
​
76
​
$
347.89

Granted
3
​
​
507.73
​
37
​
​
522.88
​
33
​
​
542.33

Change in performance award payout
30
​
​
395.84
​
34
​
​
306.59
​
—
​
​
—

Vested
( 61 )
​
​
332.12
​
( 74 )
​
​
306.59
​
—
​
​
—

Forfeited
( 6 )
​
​
529.61
​
( 10 )
​
​
476.01
​
( 3 )
​
​
403.60

End of year
59
​
$
530.45
​
93
​
$
488.16
​
106
​
$
407.03

Expected to vest
55
​
$
530.45
​
86
​
$
488.16
​
98
​
$
407.03

​
​
The number of PBSs granted is based on achieving the targeted performance goals as defined in the PBS agreements. As of January 31, 2026, the maximum number of units that could vest under the provisions of the agreements was 118.

79

Table of Contents

16 .   Net income per common share
The following is a reconciliation of net income and the number of shares of common stock used in the computation of net income per basic and diluted common share:
​
​

​

​

​

​

​

​

​

​

​

​
​
Fiscal year ended

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

(In thousands, except per share data)
  ​ ​ ​
2026
  ​ ​ ​
2025
  ​ ​ ​
2024

Numerator:
​
​
​
​
​
​
​
​
​

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

​
​
​
​
​
​
​
​
​
​

Denominator:
​
​
​
​
​
​
​
​
​

Weighted-average common shares – Basic
​
​
44,842
​
​
47,207
​
​
49,304

Dilutive effect of stock options and non-vested shares
​
​
149
​
​
197
​
​
292

Weighted-average common shares – Diluted
​
​
44,991
​
​
47,404
​
​
49,596

​
​
​
​
​
​
​
​
​
​

Net income per common share:
​
​
​
​
​
​
​
​
​

Basic
​
$
25.72
​
$
25.44
​
$
26.18

Diluted
​
$
25.64
​
$
25.34
​
$
26.03

​
The denominator for diluted net income per common share for fiscal years 2025, 2024, and 2023 excludes 164 , 197 , and 138 employee stock options and restricted stock units, respectively, due to their anti-dilutive effects. Outstanding performance-based restricted stock units are included in the computation of dilutive shares only to the extent that the underlying performance conditions are satisfied prior to the end of the reporting period or would be considered satisfied if the end of the reporting period were the end of the related contingency period and the results would be dilutive under the treasury stock method.
​
17 .   Employee benefit plans
The Company provides a 401(k) retirement plan covering all U.S. associates who qualify as to age and length of service. The plan is funded through employee contributions and a Company match of 100 % of the first 3 % of eligible compensation and an additional 50 % match for the next 2 % of eligible compensation. Total expense recorded under this plan is included in SG&A expenses in the consolidated statements of income as follows:
​
​

​

​

​

​

​

​

​

​

​

​
​
Fiscal Year Ended

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

(In thousands)
​
2026
​
2025
​
2024

401(k) plan match
​
$
29,245
​
$
26,015
​
$
24,533

​
​
​
​
​
​
​
​
​
​

​
The Company also has a non-qualified deferred compensation plan for highly compensated employees whose contributions are limited under qualified defined contribution plans. The plan is funded through employee contributions and a Company match of 100 % of the first 3 % of salary. Amounts contributed and deferred under the plan are credited or charged with the performance of investment options offered under the plan as elected by the participants. In the event of bankruptcy, the assets of this plan are available to satisfy the claims of general creditors. The Company manages the risk of changes in the fair value of the liability for deferred compensation by electing to match its liability under the plan with investment vehicles that offset a substantial portion of its exposure. Total expense recorded under this plan is included in SG&A expenses in the consolidated statements of income and was insignificant during fiscal 2025, 2024, and 2023.

80

Table of Contents

Amounts included in the consolidated balance sheets related to the deferred compensation plan were as follows:
​

​

​

​

​

​

​

​

​

​

​
​
​
​
​
January 31,
​
February 1,

(In thousands)
​
​
​
​
2026
​
2025

Deferred compensation plan assets
​
​
​
​
$
53,391
​
$
47,951

Deferred compensation plan liability
​
​
​
​
​
42,470
​
​
43,117

​
​
18.   Share repurchase program
In March 2022, the Board of Directors authorized a share repurchase program (the 2022 Share Repurchase Program) pursuant to which the Company could repurchase up to $ 2,000,000 of the Company’s common stock. The 2022 Share Repurchase Program revoked the previously authorized but unused amounts from an earlier share repurchase program. The 2022 Share Repurchase Program did not have an expiration date but provided for suspension or discontinuation at any time.
In March 2024, the Board of Directors authorized a share repurchase program (the March 2024 Share Repurchase Program) pursuant to which the Company could repurchase up to $ 2,000,000 of the Company’s common stock. The March 2024 Share Repurchase Program authorization revoked the previously authorized but unused amounts from the 2022 Share Repurchase Program. The March 2024 Share Repurchase Program did not have an expiration date but provided for suspension or discontinuation at any time.
​
In October 2024, the Board of Directors authorized a share repurchase program (the October 2024 Share Repurchase Program) pursuant to which the Company may repurchase up to $ 3,000,000 of the Company’s common stock. The October 2024 Share Repurchase Program authorization revoked the previously authorized but unused amounts from the March 2024 Share Repurchase Program. The October 2024 Share Repurchase Program does not have an expiration date and may be suspended or discontinued at any time.
​
A summary of common stock repurchase activity is presented in the following table:
​

​

​

​

​

​

​

​

​

​

​
​
Fiscal Year Ended

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

(In thousands)
​
2026
​
2025
​
2024

Shares repurchased
​
​
2,000
​
​
2,489
​
​
2,173

Total cost of shares repurchased
​
$
898,480
​
$
1,023,458
​
$
1,009,348

​
​
​
19. Segment reporting
​
The Company operates specialty beauty retail stores selling cosmetics, fragrance, skincare products, haircare products, wellness products, and services. Nearly every store features a full-service salon. The Company has one operating segment and one reportable segment, both of which include retail stores, salon services, and e-commerce.
The Company’s President and Chief Executive Officer operates as the chief operating decision maker (“CODM”) and evaluates performance based on net income that is reported on the consolidated statements of income. The measure of segment assets is reported on the consolidated balance sheets as total assets. The Company’s net sales are primarily generated within the United States and its long-lived assets are located primarily in the United States.
​
The CODM considers both budget-to-actual and forecast-to-actual variances on a monthly basis for profit measures when assessing performance and making decisions about allocating capital and resources. The CODM also uses net income in competitive analysis by benchmarking to competitors. The competitive analysis along with the monitoring of the financial results are used in assessing performance of the reportable segment and in establishing compensation.
​

​

81

Table of Contents

Within the reportable segment, there are significant expense categories regularly provided to the CODM and included in the measure of the segment’s net income as shown below:
​
​

​

​

​

​

​

​

​

​

​

​
​
Fiscal Year Ended

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

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

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

Less:
​
​
​
​
​
​
​
​
​

Cost of sales (1)
​
​
7,547,596
​
​
6,908,401
​
​
6,826,203

Associate expenses (2)
​
​
1,714,677
​
​
1,459,231
​
​
1,391,175

Advertising expense, net (3)
​
​
490,980
​
​
431,455
​
​
422,779

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

Other segment expenses (1) (4)
​
​
1,090,754
​
​
917,906
​
​
880,607

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

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

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

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

​
(1) Included within cost of sales and other segment expenses is depreciation and amortization expense of $ 300,772 , $ 267,042 , and $ 243,840 is fiscal years 2025, 2024, and 2023, respectively, as described in Note 2, “Summary of significant accounting policies.”
​
(2) Associate expenses include salaries, wages, bonus, and other forms of compensation related to associates as described in Note 2, “Summary of significant accounting policies.”
​
(3) Advertising expense, net consists of print, digital and social media, and television and radio advertising, net of vendor income that is a reimbursement of specific, incremental, and identifiable costs as described in Note 2, “Summary of significant accounting policies.”
​
(4) Other segment expenses include other corporate overhead and store operating expenses within SG&A expenses as described in Note 2, “Summary of significant accounting policies.”
​
​
​
​
​

82

Table of Contents

Ulta Beauty, Inc.
Schedule II – Valuation and Qualifying Accounts
(In thousands)
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
Balance at
​
Charged to
​
​
​
Balance at

​
​
beginning
​
costs and
​
​
​
end

Description
  ​ ​ ​
of period
​
expenses
​
Deductions
​
of period

Fiscal 2025
​
​
​
​
​
​
​
​
​
​
​
​

Allowance for doubtful accounts
  ​ ​ ​
$
1,402
​
$
606
​
$
( 1,371 )
(a)  
$
637

Inventory reserve
​
​
40,003
​
​
24,569
​
​
( 20,518 )
​
​
44,054

Fiscal 2024
​
​
​
​
​
​
​
​
​
​
​
​

Allowance for doubtful accounts
  ​ ​ ​
$
635
​
$
1,088
​
$
( 321 )
(a)  
$
1,402

Inventory reserve
​
​
45,360
​
​
34,373
​
​
( 39,730 )
​
​
40,003

Fiscal 2023
​
​
​
​
​
​
​
​
​
​
​
​

Allowance for doubtful accounts
​
$
1,076
​
$
243
​
$
( 684 )
(a)  
$
635

Inventory reserve
​
​
39,532
​
​
42,840
​
​
( 37,012 )
​
​
45,360

(a) Represents write-off of uncollectible accounts

​
​
​
​

83

Table of Contents

Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.   Controls and Procedures
Evaluation of disclosure controls and procedures over financial reporting
We have established disclosure controls and procedures to ensure that material information relating to the Company is made known to the officers who certify our financial reports and to the members of our senior management and Board of Directors.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended). Based on management’s evaluation as of January 31, 2026, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that the information required to be disclosed by us in our reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s annual report on internal control over financial reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process designed by, or under the supervision of, the principal executive officer and principal financial officer and effected by the Board of Directors, management, and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. During fiscal 2025, we acquired Space NK and have included their balances as of January 31, 2026 in our consolidated balance sheets and the results of their operations in our consolidated statements of income and comprehensive income. As permitted by the SEC, we elected to exclude this acquisition, which constituted approximately 4% of total assets as of January 31, 2026, from our assessment of internal control over financial reporting as of January 31, 2026. The inclusion of Space NK could cause changes to our internal controls over financial reporting in future periods.
​
Under the supervision and with the participation of our principal executive officer and our principal financial officer, our management evaluated the effectiveness of our internal control over financial reporting as of January 31, 2026, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO). Based on this evaluation, our principal executive officer and principal financial officer concluded that our internal control over financial reporting was effective as of January 31, 2026. Ernst & Young LLP, the independent registered public accounting firm that audited our financial statements included in this Annual Report on Form 10-K, has audited the effectiveness of our internal control over financial reporting as of January 31, 2026 and has issued the attestation report included in Item 8 of this Annual Report on Form 10-K.
Changes in internal control over financial reporting
There were no changes to our internal control over financial reporting that occurred during the 13 weeks ended January 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
​

84

Table of Contents

​
Item  9B.    Other Information

Rule 10b5-1 Plans

During the 13 weeks ended January 31, 2026, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K .

Principal Accounting Officer

On March 26, 2026, the Board appointed Christopher Lialios, the Company’s Senior Vice President and Controller, to serve as the Company’s principal accounting officer. Mr. Lialios will continue to serve as the Company’s Senior Vice President and Controller in addition to his duties as the Company’s principal accounting officer. Christopher J. DelOrefice, the Company’s Chief Financial Officer, will continue to serve as the Company’s Chief Financial Officer as well as the Company’s principal financial officer.

Mr. Lialios, 61, has served as Senior Vice President and Controller of the Company since 2018, with responsibility for the Company’s financial reporting, internal controls, and accounting policy, except from June 2025 to December 2025, when Mr. Lialios served as the Company’s interim chief financial officer, principal financial officer, and principal accounting officer. Mr. Lialios joined Ulta Beauty in 1999 as assistant controller, where he led finance transformation efforts across the Company, and has held positions of increasing responsibility within the Company’s accounting and finance organization since that time. He is a Certified Public Accountant and holds a B.S. in Accounting from the University of Illinois Chicago and an M.B.A. from Webster University.

Effective March 26, 2026, Mr. Lialios’ annualized base salary will be $484,000 and his annual cash incentive target will be 50% of his base salary.

There are no arrangements or understandings between Mr. Lialios and any other person pursuant to which he was appointed. Mr. Lialios does not have any family relationship with any director or other executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer, and there are no transactions in which Mr. Lialios has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Chief Executive Officer Option Award

On March 26, 2026, the Compensation Committee (the “Committee”) of the Board of Directors approved an award of performance-contingent stock options for Kecia L. Steelman, the Company’s President and Chief Executive Officer, consisting of an option to purchase 68,000 shares of our common stock (the “Option Award”), effective on March 31, 2026 (the “Grant Date”), which is subject to both achievement of stock price hurdles and a five (5)-year service vesting condition. The performance vesting must occur prior to March 30, 2031, and vesting is subject to Ms. Steelman’s continued employment with the Company through such date, except as described below. The exercise price for such Option Award will be set at the closing price of the Company’s common stock on the NASDAQ Global Select Market (the “Closing Stock Price”) on the Grant Date and the term of the Option Award is ten years from the Grant Date.

The Option Award will performance-vest in two tranches, each of which comprise half of the Option Award. Performance will be measured based on the compound annual growth rate (“CAGR”) of the Company’s Closing Stock Price from a base price calculated using the average Closing Stock Price over the 30 calendar days preceding the Grant Date. The first tranche and second tranche will performance-vest when the average Closing Stock Price (over any consecutive twenty (20)-trading day or thirty (30)-calendar day period) represents a CAGR of 8% and 18%, respectively, from the base price. Any earned portion of the Option Award will service-vest five years from the Grant Date and any unearned portion as of March 30, 2031 will be forfeited.

​

85

Table of Contents

In the event of a change in control of the Company, any tranche of the Option Award that performance-vested prior to, or as of the occurrence of, such change in control will remain eligible to vest, subject to Ms. Steelman’s continued service through the end of the performance period. If no tranches of the Option Award have yet performance-vested as of the change in control, the first tranche will automatically performance-vest (subject to continued service-vesting conditions) and, if the change in control per share consideration is between the two stock price targets, a pro-rata portion of the second tranche of the Option Award will also performance-vest on an interpolated basis. If Ms. Steelman is terminated without “Cause” or for “Good Reason” (each as defined in the Company’s Executive Change in Control and Severance Plan, dated March 24, 2017) within twelve months following the change in control, the performance-vested portion of the Option Award will service-vest. In any case, no more than the two tranches of the Option Award will vest.

If Ms. Steelman is terminated without Cause thirty-six months or more after the Grant Date and prior to a change in control, any tranche of the Option Award that performance-vested prior to the date of such termination will vest and any unvested tranche will remain outstanding and eligible to vest upon attainment of the performance goal to the extent achieved during the five-year performance period. The Option Award is also eligible for pro-rated vesting upon a termination of employment due to death or disability, based on both performance and the duration of service during the performance period. Any vesting of the Option Award in connection with a termination of employment without Cause of for Good Reason during the performance period is subject to Ms. Steelman’s delivery and non-revocation of an effective general release of claims in favor of the Company and continued compliance with applicable restrictive covenants during Ms. Steelman’s employment and for a period of 12 months following such termination of employment.

The foregoing description of Ms. Steelman’s special incentive award does not purport to be a complete description and is qualified in its entirety by reference to the full text of an option agreement to be entered into between Ms. Steelman and the Company, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending May 2, 2026.
Item 9C. Disc losure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
Part III
​
Item 10.   Directors, Executive Officers, and Corporate Governance
The information required by this item with respect to our executive officers is set forth in Part I of this Annual Report on Form 10-K under the caption “Information About our Executive Officers.” The information required by this item with respect to the members of our Board of Directors will be set forth in the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders (the Proxy Statement) to be filed with the SEC in advance of such meeting and is hereby incorporated herein by reference.
We have a code of business conduct that applies to all of our employees, including our Chief Executive Officer, Chief Financial Officer, Controller, and other persons performing similar functions. We have posted a copy of our code of business conduct under “Governance” in the Investor Relations section of our website located at http://ulta.com/investor, and such code of business conduct is available in print, without charge, to any stockholder who requests it from our Corporate Secretary. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendments to, or waivers from, the code of business conduct by posting such information under “Governance” in the Investor Relations section of our website located at http://ulta.com/investor. We are not including the information contained on our website as part of, or incorporating it by reference into, this Annual Report on Form 10-K.
Item 11.   Executive Compensation
The information required by this item will be set forth in the Proxy Statement to be filed with the SEC and is hereby incorporated herein by reference.

86

Table of Contents

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item with respect to security ownership of certain beneficial owners and management will be included in the Proxy Statement to be filed with the SEC and is hereby incorporated by reference. The information required by this item with respect to compensation plans under which our equity securities are authorized for issuance as of January 31, 2026 is set forth in Item 5 of this Annual Report on Form 10-K under the caption “Securities authorized for issuance under equity compensation plans.”
Item 13.   Certain Relationships and Related Transactions, and Director Independence
The information required by this item will be included in the Proxy Statement to be filed with the SEC and is hereby incorporated by reference.
Item 14.   Principal Accountant Fees and Services
The information required by this item will be included under the caption “Corporate Governance – Proposal Two – Ratification of Appointment of Independent Registered Public Accounting Firm – Fees to Independent Registered Public Accounting Firm” in the Proxy Statement and is hereby incorporated by reference.
​

87

Table of Contents

Part  IV
Item 15.   Exhibits and Financial Statement Schedules
(a)
Financial Statements and Schedules

The following documents are filed as a part of this Form 10-K:
​

​

Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
49

Consolidated Balance Sheets
53

Consolidated Statements of Income
54

Consolidated Statements of Comprehensive Income
55

Consolidated Statements of Cash Flows
56

Consolidated Statements of Stockholders’ Equity
57

Notes to Consolidated Financial Statements
58

Schedule II – Valuation and Qualifying Accounts
83

All other financial statement schedules required by Form 10-K have been omitted because they were inapplicable or otherwise not required under the instructions contained in Regulation S-X.
(b)   Exhibits
The exhibits listed in the Exhibit Index below are filed as part of this Annual Report on Form 10-K.
​
​

88

Table of Contents

EXHIBIT INDEX
​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
​
​
​
​
Incorporated by Reference

Exhibit
​
​
​
Filed
​
​
​
Exhibit
​
File
​
​

Number
  ​
Description of document
  ​
Herewith
  ​
Form
  ​
Number
  ​
Number
  ​
Filing Date

3.1
​
Certificate of Incorporation of Ulta Beauty, Inc., as amended through June 1, 2023
​
​
​
8-K
​
3.1
​
001-33764
​
6/07/2023

3.2
​
Bylaws of Ulta Beauty, Inc., as amended through June 1, 2023
​
​
​
8-K
​
3.3
​
001-33764
​
6/07/2023

4
​
Description of Ulta Beauty, Inc.’s Securities
​
​
​
10-K
​
4
​
001-33764
​
3/26/2024

10.1
​
Compensation Plan Agreement, dated as of January 27, 2017 between Ulta Salon, Cosmetics & Fragrance, Inc. and Ulta Beauty, Inc.*
​
​
​
8-K
​
10.1
​
001-33764
​
1/30/2017

10.2
​
Amendment No. 4 to Second Amended and Restated Loan Agreement, dated August 27, 2025, among Ulta Beauty, Inc., Ulta Salon, Cosmetics & Fragrance, Inc., the subsidiaries of Ulta Beauty signatory thereto, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent and collateral agent for the lenders (including a full conformed copy of the Second Amended and Restated Loan Agreement, as amended through Amendment No.4)
​
​
​
10-Q
​
10.2
​
001-33764
​
8/28/2025

10.3
​
Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan*
​
​
​
DEF 14A
​
Appendix A
​
001-33764
​
4/20/2016

10.4
​
Form of Restricted Stock Unit Award Agreement—Performance Shares under the 2011 Incentive Award Plan*
​
​
​
8-K
​
10.1
​
001-33764
​
3/31/2015

10.5
​
Ulta Salon, Cosmetics & Fragrance, Inc. Non-qualified Deferred Compensation Plan*
​
​
​
10-K
​
10.17
​
001-33764
​
4/2/2009

10.6
​
Form of Option Agreement under the 2011 Incentive Award Plan*
​
​
​
10-K
​
10.13
​
001-33764
​
3/28/2017

10.7
​
Form of Restricted Stock Unit Award Agreement under the 2011 Incentive Award Plan*
​
​
​
10-K
​
10.14
​
001-33764
​
3/28/2017

10.8
​
Letter Agreement dated August 3, 2015 between Ulta Inc. and Jodi J. Caro*
​
​
​
10-K
​
10.15
​
001-33764
​
3/28/2017

10.9
​
Ulta Beauty, Inc. Executive Change in Control and Severance Plan*
​
​
​
10-K
​
10.16
​
001-33764
​
3/28/2017

10.10
​
New Form of Restricted Stock Unit Award Agreement—PSUs—under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan*
​
​
​
8-K
​
10.1
​
001-33764
​
3/30/2021

10.11
​
New Form of Stock Option Agreement under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan*
​
​
​
8-K
​
10.2
​
001-33764
​
3/30/2021

89

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
​
​
​
​
Incorporated by Reference

Exhibit
​
​
​
Filed
​
​
​
Exhibit
​
File
​
​

Number
  ​
Description of document
  ​
Herewith
  ​
Form
  ​
Number
  ​
Number
  ​
Filing Date

10.12
​
Alternative Form of Restricted Stock Unit Award Agreement—PSUs—under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan*
​
​
​
10-K
​
10.25
​
001-33764
​
3/25/2022

10.13
​
Alternative Form of Stock Option Agreement under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan*
​
​
​
10-K
​
10.26
​
001-33764
​
3/25/2022

10.14
​
Alternative Form of Restricted Stock Unit Award Agreement under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan*
​
​
​
10-K
​
10.27
​
001-33764
​
3/25/2022

10.15
​
2023 Form of Restricted Stock Unit Award Agreement—PSUs—under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan*
​
​
​
10-K
​
10.20
​
001-33764
​
3/24/2023

10.16
​
2023 Form of Stock Option Agreement under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan*
​
​
​
10-K
​
10.21
​
001-33764
​
3/24/2023

10.17
​
2023 Form of Restricted Stock Unit Award Agreement under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan*
​
​
​
10-K
​
10.22
​
001-33764
​
3/24/2023

10.18
​
2025 Form of Stock Option Agreement under the Amended and Restated 2011 Incentive Award Plan*
​
​
​
10-Q
​
10.1
​
001-33764
​
5/29/2025

10.19
​
Separation and Release Agreement between Ulta Inc. and Paula Oyibo*
​
​
​
10-Q
​
10.1
​
001-33764
​
8/28/2025

10.20
​
Letter Agreement dated October 8, 2025 between Ulta Inc. and Christopher DelOrefice*
​
​
​
10-Q
​
10.1
​
001-33764
​
12/4/2025

10.21
​
Ulta Beauty, Inc. Executive Severance Plan*
​
​
​
8-K
​
10.1
​
001-33764
​
12/18/2025

10.22
​
Letter Agreement dated February 26, 2025 between Ulta Inc. and Rene Cásares*
​
X
​
​
​
​
​
​
​
​

19
​
Ulta Beauty, Inc. Insider Trading Policy
​
​
​
10-K
​
19
​
001-33764
​
3/27/2025

21
​
List of Significant Subsidiaries
​
X
​
​
​
​
​
​
​
​

23
​
Consent of Independent Registered Public Accounting Firm
​
X
​
​
​
​
​
​
​
​

31.1
​
Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002
​
X
​
​
​
​
​
​
​
​

90

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
​
​
​
​
Incorporated by Reference

Exhibit
​
​
​
Filed
​
​
​
Exhibit
​
File
​
​

Number
  ​
Description of document
  ​
Herewith
  ​
Form
  ​
Number
  ​
Number
  ​
Filing Date

31.2
​
Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002
​
X
​
​
​
​
​
​
​
​

32.1
​
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
​
X
​
​
​
​
​
​
​
​

32.2
​
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
​
X
​
​
​
​
​
​
​
​

97
​
Ulta Beauty, Inc. Senior Leadership Clawback Policy
​
​
​
10-K
​
97
​
001-33764
​
3/26/2024

99
​
Proxy Statement for the 2026 Annual Meeting of Stockholders. To be filed with the SEC under Regulation 14A within 120 days after January 31, 2026 except to the extent specifically incorporated by reference, the Proxy Statement for the 2026 Annual Meeting of Stockholders shall not be deemed to be filed with the SEC as part of this Annual Report on Form 10-K
​
​
​
​
​
​
​
​
​
​

101.INS
​
Inline XBRL Instance
​
X
​
​
​
​
​
​
​
​

101.SCH
​
Inline XBRL Taxonomy Extension Schema
​
X
​
​
​
​
​
​
​
​

101.CAL
​
Inline XBRL Taxonomy Extension Calculation
​
X
​
​
​
​
​
​
​
​

101.LAB
​
Inline XBRL Taxonomy Extension Labels
​
X
​
​
​
​
​
​
​
​

101.PRE
​
Inline XBRL Taxonomy Extension Presentation
​
X
​
​
​
​
​
​
​
​

101.DEF
​
Inline XBRL Taxonomy Extension Definition
​
X
​
​
​
​
​
​
​
​

104
​
Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).
​
​
​
​
​
​
​
​
​
​

*     A management contract or compensatory plan or arrangement.
Item 16.    Form 10-K Summary
None.
​

91

Table of Contents

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bolingbrook, State of Illinois, on March 26, 2026.
​

​

​

​
ULTA BEAUTY, INC.

​
​
​

​
By:
/s/ Christopher Lialios

​
​
Christopher Lialios

​
​
Senior Vice President Controller (Principal Accounting Officer)

​
​
​

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
​

​

​

​

​

Signatures
  ​
Title
  ​
Date

​
​
​
​
​

/s/ Kecia L. Steelman
​
President and Chief Executive Officer
​
March 26, 2026

Kecia L. Steelman
​
and Director (Principal Executive Officer)
​
​

​
​
​
​
​

/s/ Christopher J. DelOrefice
​
Chief Financial Officer
​
March 26, 2026

Christopher J. DelOrefice
​
(Principal Financial Officer)
​
​

​
​
​
​
​

/s/ Christopher Lialios
​
Senior Vice President Controller
​
March 26, 2026

Christopher Lialios
​
(Principal Accounting Officer)
​
​

​
​
​
​
​

/s/ Martin Brok
​
Director
​
March 26, 2026

Martin Brok
​
​
​
​

​
​
​
​
​

/s/ Michelle L. Collins
​
Director
​
March 26, 2026

Michelle L. Collins
​
​
​
​

​
​
​
​
​

/s/ Kelly E. Garcia
​
Director
​
March 26, 2026

Kelly E. Garcia
​
​
​
​

​
​
​
​
​

/s/ Catherine Halligan
​
Director
​
March 26, 2026

Catherine Halligan
​
​
​
​

​
​
​
​
​

/s/ Stephenie Landry
​
Director
​
March 26, 2026

Stephenie Landry
​
​
​
​

​
​
​
​
​

/s/ Patricia A. Little
​
Director
​
March 26, 2026

Patricia A. Little
​
​
​
​

​
​
​
​
​

/s/ George Mrkonic
​
Director
​
March 26, 2026

George Mrkonic
​
​
​
​

​
​
​
​
​

/s/ Lorna E. Nagler
​
Non-Executive Chair of the Board of
​
March 26, 2026

Lorna E. Nagler
​
Directors
​
​

​
​
​
​
​

/s/ Heidi G. Petz
​
Director
​
March 26, 2026

Heidi G. Petz
​
​
​
​

​
​
​
​
​

/s/ Gisel Ruiz
​
Director
​
March 26, 2026

Gisel Ruiz
​
​
​
​

​
​
​
​
​

/s/ Michael C. Smith
​
Director
​
March 26, 2026

Michael C. Smith
​
​
​
​

​
​

92