What changed in this filing

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Item 1. Financial Statements

2025-12-04 compared with 2025-08-28 · 80 added, 61 removed, 307 unchanged (31% of the section changed)

33 unchanged sentences

44,502 , 45,965 , and 46,569 shares outstanding;

at August 2, 2025 (unaudited), February 1, 2025, and August 3, 2024 (unaudited), respectively

at November 1, 2025 (unaudited), February 1, 2025, and November 2, 2024 (unaudited), respectively

Treasury stock-common, at cost

13 unchanged sentences

Operating income

Interest income, net

Interest expense (income), net

Income before income taxes and equity net loss of affiliate

34 unchanged sentences

Payments on short-term debt

( 1,118,683 )

Repurchase of common shares

27 unchanged sentences

Balance – August 2, 2025

Stock-based compensation

Stock options exercised and other awards

Purchase of treasury shares

Repurchase of common shares, including excise tax

Balance – November 1, 2025

See accompanying notes to consolidated financial statements.

14 unchanged sentences

Balance – August 3, 2024

Stock-based compensation

Stock options exercised and other awards

Purchase of treasury shares

Repurchase of common shares, including excise tax

Balance – November 2, 2024

See accompanying notes to consolidated financial statements.

8 unchanged sentences

and its consolidated subsidiaries.

As of August 2, 2025, the Company operated 1,556 stores worldwide:

1,473 in the U.S.

located in 50 states (detailed below), 81 in the United Kingdom (U.K.), and two in Ireland.

As of November 1, 2025, the Company operated 1,584 stores worldwide:

1,500 Ulta Beauty stores in the U.S.

located in 50 states (detailed below), 82 Space NK stores located in the United Kingdom (U.K.), and two Space NK stores located in Ireland.

New Hampshire

7 unchanged sentences

These financial statements were prepared on a consolidated basis to include the accounts of the Company and its wholly owned subsidiaries.

significant intercompany accounts, transactions, and unrealized profit were eliminated in consolidation.

All significant intercompany accounts, transactions, and unrealized profit were eliminated in consolidation.

In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary to fairly state the financial position and results of operations and cash flows for the interim periods presented.

The Company’s business is subject to seasonal fluctuation, with significant portions of net sales and net income being realized during the fourth quarter of the fiscal year due to the holiday selling season.

The results for the 13 and 26 weeks ended August 2, 2025 are not necessarily indicative of the results to be expected for the fiscal year ending January 31, 2026, or for any other future interim period or for any future year.

The results for the 13 and 39 weeks ended November 1, 2025 are not necessarily indicative of the results to be expected for the fiscal year ending January 31, 2026, or for any other future interim period or for any future year.

These unaudited interim consolidated financial statements and the related notes should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended February 1, 2025.

5 unchanged sentences

The Company’s quarterly periods are the 13 weeks ending on the Saturday closest to April 30, July 31, October 31, and January 31.

The second quarter in fiscal 2025 and 2024 ended on August 2, 2025 and August 3, 2024, respectively.

The third quarter in fiscal 2025 and 2024 ended on November 1, 2025 and November 2, 2024, respectively.

Use of estimates

7 unchanged sentences

Improvements to Income Tax Disclosures

In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740):

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

3 unchanged sentences

The adoption of ASU 2023-09 is not expected to have a material impact on the Company’s consolidated financial position, results of operations, or cash flows.

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 periods within fiscal years beginning after December 15, 2027.

The Company is currently 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 currently evaluating the impact of adopting ASU 2025-06 on the consolidated financial statements.

Net sales include retail stores and e-commerce merchandise sales as well as salon services and other revenue.

6 unchanged sentences

Skincare and wellness

(1) Excludes the impact of Space NK Limited (Space NK) net sales for the 13 and 26 weeks ended August 2, 2025.

Deferred revenue

1 unchanged sentence

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 the 13 and 26 weeks ended August 2, 2025 and August 3, 2024:

The following table provides a summary of the changes included in deferred revenue during the 13 and 39 weeks ended November 1, 2025 and November 2, 2024:

13 Weeks Ended

7 unchanged sentences

(2) Revenue recognized in the current period related to the beginning liability.

Other amounts included in deferred revenue were $ 8,219 and $ 7,170 at August 2, 2025 and August 3, 2024, respectively.

Other amounts included in deferred revenue were $ 7,649 and $ 7,106 at November 1, 2025 and November 2, 2024, respectively.

On July 10, 2025, the Company acquired 100 % ownership in Space NK, a luxury beauty retailer operating in the U.K.

2 unchanged sentences

Preliminary Allocation of the Purchase Price

The Company has not yet finalized the process of measuring the fair value of assets acquired and liabilities assumed in accordance with Accounting Standards Codification Topic 805, “Business Combinations” as of August 2, 2025.

Accordingly, the purchase price allocation is preliminary.

17 unchanged sentences

Goodwill and other intangible assets

Goodwill, which represents the excess of cost over the fair value of net assets acquired, was $ 392,606 , $ 10,870 , and $ 10,870 at August 2, 2025, February 1, 2025, and August 3, 2024, respectively.

Goodwill of $ 381,736 was recognized during the 13 and 26 weeks ended August 2, 2025 related to the Company’s acquisition of Space NK.

Goodwill, which represents the excess of cost over the fair value of net assets acquired, was $ 392,606 , $ 10,870 , and $ 10,870 at November 1, 2025, February 1, 2025, and November 2, 2024, respectively.

No additional goodwill was recognized during the 13 weeks ended November 1, 2025.

Goodwill of $ 381,736 was recognized during the 39 weeks ended November 1, 2025 related to the Company’s acquisition of Space NK.

The recoverability of goodwill is reviewed annually during the fourth quarter or more frequently if an event occurs or circumstances change that would indicate that impairment may exist.

18 unchanged sentences

Operating lease assets obtained in exchange for operating lease liabilities (non-cash)

(1) Excludes $ 27,376 and $ 19,882 related to cash received for tenant incentives for the 26 weeks ended August 2, 2025 and August 3, 2024, respectively.

(1) Excludes $ 37,073 and $ 27,737 related to cash received for tenant incentives for the 39 weeks ended November 1, 2025 and November 2, 2024, respectively.

Commitments and contingencies

1 unchanged sentence

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.

On March 13, 2024, the Company entered into Amendment No.

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;

1 unchanged sentence

JPMorgan Chase Bank, N.A., as Syndication Agent and a Lender;

PNC Bank, National Association, as Documentation 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 $ 800,000 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), contains a $ 50,000 subfacility for letters of credit and allows the Company to increase the revolving facility by an additional $ 200,000 , subject to the consent by each lender and other conditions.

The Loan Agreement contains a requirement to maintain a fixed charge coverage ratio of not less than 1.0 to 1.0 during such periods when availability under the Loan Agreement falls below a specified threshold.

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 minimum fixed charge coverage ratio of 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, and the unused line fee is 0.25 % to 0.375 % per annum.

As of August 2, 2025, the Company had $ 237,700 of borrowings outstanding under this credit facility.

The weighted average interest rate was 6.89 % for the 26 weeks ended August 2, 2025.

As of February 1, 2025 and August 3, 2024, there were no borrowings outstanding under the credit facility.

As of August 2, 2025, the Company was in compliance with all terms and covenants of the Loan Agreement.

As of November 1, 2025 and November 2, 2024, there was $ 488,300 and $ 199,700 , respectively, of borrowings outstanding under this credit facility.

The weighted average interest rate was 6.42 % and 7.15 % for the 39 weeks ended

November 1, 2025 and November 2, 2024, respectively.

As of February 1, 2025, there were no borrowings outstanding under the credit facility.

As of November 1, 2025, the Company was in compliance with all terms and covenants of 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.

2 unchanged sentences

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 August 2, 2025, there was $ 51,401 outstanding under this credit facility.

As of August 2, 2025, Space NK was in compliance with all terms and covenants of the Facility Agreement.

As of November 1, 2025, there was $ 63,421 outstanding under this credit facility.

As of November 1, 2025, Space NK was in compliance with all terms and covenants of the Facility Agreement.

Fair value measurements

4 unchanged sentences

● Level 3 – unobservable inputs in which there is little or no market data, which would require the Company to develop its own assumptions.

As of August 2, 2025 , February 1, 2025 , and August 3, 2024 , there were liabilities related to the non-qualified deferred compensation plan included in other long-term liabilities on the consolidated balance sheets of $ 48,417 , $ 43,117 , and $ 48,720 , respectively.

As of November 1, 2025 , February 1, 2025 , and November 2, 2024 , there were liabilities related to the non-qualified deferred compensation plan included in other long-term liabilities on the consolidated balance sheets of $ 51,115 , $ 43,117 , and $ 51,916 , 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.

14 unchanged sentences

The Company does not currently pay a regular dividend.

The Company granted 134 and 56 stock options during the 26 weeks ended August 2, 2025 and August 3, 2024, respectively.

Stock-based compensation expense for stock options was $ 2,011 and $ 1,506 for the 13 weeks ended August 2, 2025 and August 3, 2024, respectively.

Stock-based compensation expense for stock options was $ 5,050 and $ 3,185 for the 26 weeks ended August 2, 2025 and August 3, 2024, respectively.

The weighted-average grant date fair value of these stock options was $ 109.39 and $ 157.66 for the 26 weeks ended August 2, 2025 and August 3, 2024, respectively.

At August 2, 2025, there was approximately $ 16,480 of unrecognized stock-based compensation expense related to unvested stock options.

There were 106 and 51 restricted stock units issued during the 26 weeks ended August 2, 2025 and August 3, 2024, respectively.

Stock-based compensation expense for restricted stock units was $ 5,626 and $ 4,997 for the 13 weeks ended August 2, 2025 and August 3, 2024, respectively.

Stock-based compensation expense for restricted stock units was $ 10,972 and $ 9,385 for the 26 weeks ended August 2, 2025 and August 3, 2024, respectively.

At August 2, 2025, there was approximately $ 48,603 of unrecognized stock-based compensation expense related to restricted stock units.

There were no performance-based restricted stock units issued during the 26 weeks ended August 2, 2025.

There were 71 performance-based restricted stock units issued during the 26 weeks ended August 3, 2024.

Stock-based compensation expense for performance-based restricted stock units was $ 1,283 and $ 2,687 for the 13 weeks ended August 2, 2025 and August 3, 2024, respectively.

Stock-based compensation expense for performance-based restricted stock units was $ 4,316 and $ 6,702 for the 26 weeks ended August 2, 2025 and August 3, 2024, respectively.

At August 2, 2025, there was approximately $ 4,752 of unrecognized stock-based compensation expense related to performance-based restricted stock units.

The Company granted 144 and 56 stock options during the 39 weeks ended November 1, 2025 and November 2, 2024, respectively.

Stock-based compensation expense for stock options was $ 1,650 and $ 1,531 for the 13 weeks ended November 1, 2025 and November 2, 2024, respectively.

Stock-based compensation expense for stock options was $ 6,700 and $ 4,716 for the 39 weeks ended November 1, 2025 and November 2, 2024, respectively.

The weighted-average grant date fair value of these stock options was $ 111.68 and $ 157.66 for the 39 weeks ended November 1, 2025 and November 2, 2024, respectively.

At November 1, 2025, there was approximately $ 16,079 of unrecognized stock-based compensation expense related to unvested stock options.

There were 111 and 53 restricted stock units issued during the 39 weeks ended November 1, 2025 and November 2, 2024, respectively.

Stock-based compensation expense for restricted stock units was $ 5,770 and $ 5,176 for the 13 weeks ended November 1, 2025 and November 2, 2024, respectively.

Stock-based compensation expense for restricted stock units was $ 16,742 and $ 14,561 for the 39 weeks ended November 1, 2025 and November 2, 2024, respectively.

At November 1, 2025, there was approximately $ 43,998 of unrecognized stock-based compensation expense related to restricted stock units.

There were no performance-based restricted stock units issued during the 39 weeks ended November 1, 2025.

There were 71 performance-based restricted stock units issued during the 39 weeks ended November 2, 2024.

Stock-based compensation expense for performance-based restricted stock units was $ 2,566 and $ 1,712 for the 13 weeks ended November 1, 2025 and November 2, 2024, respectively.

Stock-based compensation expense for performance-based restricted stock units was $ 6,882 and $ 8,414 for the 39 weeks ended November 1, 2025 and November 2, 2024, respectively.

At November 1, 2025, there was approximately $ 4,287 of unrecognized stock-based compensation expense related to performance-based restricted stock units.

Income tax expense reflects the federal statutory tax rate and the weighted average state statutory tax rate for the states in which the Company operates stores.

Income tax expense of $ 84,795 for the 13 weeks ended August 2, 2025 represents an effective tax rate of 24.5 %, compared to $ 81,171 of tax expense representing an effective tax rate of 24.3 % for the 13 weeks ended August 3, 2024.

Income tax expense of $ 184,439 for the 26 weeks ended August 2, 2025 represents an effective tax rate of 24.5 %, compared to $ 175,906 of tax expense representing an effective tax rate of 23.7 % for the 26 weeks ended August 3, 2024.

The higher effective tax rate is primarily due to a reduced benefit from income tax accounting for stock-based compensation.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law, which includes a broad range of tax reform provisions.

Among other things, the OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation.

The Company expects further guidance may be issued by the U.S.

government with respect to certain OBBBA tax provisions and is in the process of evaluating the impact of the OBBBA.

However, it is not expected to have a material impact on the consolidated financial statements.

Income tax expense of $ 73,436 for the 13 weeks ended November 1, 2025 represents an effective tax rate of 24.1 %, compared to $ 77,997 of tax expense representing an effective tax rate of 24.4 % for the 13 weeks ended November 2, 2024.

Income tax expense of $ 257,875 for the 39 weeks ended November 1, 2025 represents an effective tax rate of 24.4 %, compared to $ 253,903 of tax expense representing an effective tax rate of 23.9 % for the 39 weeks ended November 2, 2024.

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 may affect recorded deferred tax assets and deferred tax liabilities, as well as the Company’s effective tax rate, in the future.

While the Company is continuing to review the potential impact of OBBBA, it anticipates an impact to its deferred tax and income tax payable as a result of reinstating the 100% bonus depreciation provision for assets placed in service after January 19, 2025, and restoring the full expensing of qualifying domestic research and development expenditures.

The Company does not expect any material changes to the consolidated financial statements or ongoing tax rate as a result of this legislation.

Net income per common share

4 unchanged sentences

Weighted-average common shares – Basic

Dilutive effect of stock options and non-vested stock

Dilutive effect of stock options and non-vested shares

Weighted-average common shares – Diluted

Net income per common share:

The denominator for diluted net income per common share for the 13 weeks ended August 2, 2025 and August 3, 2024 excludes 217 and 184 employee stock options and restricted stock units, respectively, due to their anti-dilutive effects.

The denominator for diluted net income per common share for the 26 weeks ended August 2, 2025 and August 3, 2024 excludes 343 and 195 employee stock options and restricted stock units, respectively, due to their anti-dilutive effects.

The denominator for diluted net income per common share for the 13 weeks ended November 1, 2025 and November 2, 2024 excludes 82 and 176 employee stock options and restricted stock units, respectively, due to their anti-dilutive effects.

The denominator for diluted net income per common share for the 39 weeks ended November 1, 2025 and November 2, 2024 excludes 261 and 206 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.

22 unchanged sentences

Other segment expenses (1) (4)

Interest income, net

Interest expense (income), net

Income tax expense

Equity net loss of affiliate

Included within cost of sales and other segment expenses is depreciation and amortization expense of $ 71,165 and $ 65,314 for the 13 weeks ended August 2, 2025 and August 3, 2024, respectively, and $ 143,198 and $ 130,053 for the 26 weeks ended August 2, 2025 and August 3, 2024, respectively.

Included within cost of sales and other segment expenses is depreciation and amortization expense of $ 75,787 and $ 67,021 for the 13 weeks ended November 1, 2025 and November 2, 2024, respectively, and $ 218,985 and $ 197,075 for the 39 weeks ended November 1, 2025 and November 2, 2024, respectively.

Associate expenses include salaries, wages, bonus, and other forms of compensation related to associates.

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.

(4) Other segment expenses include other corporate overhead and store opening expenses within SG&A expenses.

Subsequent events

On August 14, 2025, the Company and Target Corporation mutually agreed not to renew the Ulta Beauty at Target shop-in-shop partnership when the current agreement concludes in August 2026.

Until then, the Ulta Beauty at Target experience will continue in Target stores and on Target.com.

On August 27, 2025, the Company entered into Amendment No.

4 to its Second Amended and Restated Loan Agreement, which amended and restated the existing agreement.

The new loan agreement increases the revolving facility by an additional $ 200,000 and provides maximum revolving loans equal to the lesser of $ 1,000,000 or a percentage of eligible owned inventory and eligible owned receivables.

(4) Other segment expenses include other corporate overhead and store operating expenses within SG&A expenses.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements