Ulta Beauty, Inc. 10-Q

Item 1. Financial Statements Ulta Beauty, Inc. Consolidated Balance Sheets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ November 1, ​ February 1, ​ November 2, (In thousands, except per share data) 2025 2025 2024 Assets ​ ​ (Unaudited) ​ ​ ​ ​ ​ (Unaudited) Current assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 204,921 ​ $ 703,201 ​ $ 177,782 Receivables, net ​ ​ 237,352 ​ ​ 223,334 ​ ​ 213,621 Merchandise inventories, net ​ ​ 2,743,639 ​ ​ 1,968,214 ​ ​ 2,365,186 Prepaid expenses and other current assets ​ ​ 158,394 ​ ​ 129,113 ​ ​ 135,514 Prepaid income taxes ​ ​ 26,465 ​ ​ 4,946 ​ ​ 62,759 Total current assets ​ ​ 3,370,771 ​ ​ 3,028,808 ​ ​ 2,954,862 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Property and equipment, net ​ ​ 1,366,504 ​ ​ 1,239,295 ​ ​ 1,264,419 Operating lease assets ​ ​ 1,710,804 ​ ​ 1,609,870 ​ ​ 1,619,055 Goodwill ​ ​ 392,606 ​ ​ 10,870 ​ ​ 10,870 Other intangible assets, net ​ ​ 6,089 ​ ​ 204 ​ ​ 281 Deferred compensation plan assets ​ ​ 52,684 ​ ​ 47,951 ​ ​ 48,872 Other long-term assets ​ ​ 112,834 ​ ​ 64,695 ​ ​ 60,127 Total assets ​ $ 7,012,292 ​ $ 6,001,693 ​ $ 5,958,486 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities and stockholders’ equity ​ ​ ​ ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 759,001 ​ $ 563,761 ​ $ 593,219 Accrued liabilities ​ ​ 473,949 ​ ​ 380,241 ​ ​ 333,463 Deferred revenue ​ ​ 462,964 ​ ​ 500,585 ​ ​ 405,040 Current operating lease liabilities ​ ​ 290,716 ​ ​ 288,114 ​ ​ 284,985 Accrued income taxes ​ ​ — ​ ​ 46,777 ​ ​ — Short-term debt ​ ​ 551,721 ​ ​ — ​ ​ 199,700 Total current liabilities ​ ​ 2,538,351 ​ ​ 1,779,478 ​ ​ 1,816,407 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-current operating lease liabilities ​ ​ 1,732,219 ​ ​ 1,635,120 ​ ​ 1,656,317 Deferred income taxes ​ ​ 45,312 ​ ​ 42,593 ​ ​ 91,729 Other long-term liabilities ​ ​ 63,396 ​ ​ 56,149 ​ ​ 65,024 Total liabilities ​ ​ 4,379,278 ​ ​ 3,513,340 ​ ​ 3,629,477 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies (Note 7) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders' equity: ​ ​ ​ ​ ​ ​ ​ ​ ​ Common stock, $ 0.01 par value, 400,000 shares authorized; 45,383 , 46,809 , and 47,412 shares issued; 44,502 , 45,965 , and 46,569 shares outstanding; at November 1, 2025 (unaudited), February 1, 2025, and November 2, 2024 (unaudited), respectively ​ ​ 454 ​ ​ 468 ​ ​ 474 Treasury stock-common, at cost ​ ​ ( 120,298 ) ​ ​ ( 106,793 ) ​ ​ ( 106,598 ) Additional paid-in capital ​ ​ 1,175,122 ​ ​ 1,120,769 ​ ​ 1,104,952 Retained earnings ​ ​ 1,577,736 ​ ​ 1,473,909 ​ ​ 1,330,181 Total stockholders’ equity ​ ​ 2,633,014 ​ ​ 2,488,353 ​ ​ 2,329,009 Total liabilities and stockholders’ equity ​ $ 7,012,292 ​ $ 6,001,693 ​ $ 5,958,486 ​ See accompanying notes to consolidated financial statements. 3 Table of Contents Ulta Beauty, Inc. Consolidated Statements of Income (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 13 Weeks Ended ​ 39 Weeks Ended ​ ​ November 1, ​ November 2, ​ November 1, ​ November 2, (In thousands, except per share data) 2025 ​ 2024 ​ 2025 ​ 2024 Net sales ​ $ 2,857,623 ​ $ 2,530,100 ​ $ 8,494,459 ​ $ 7,808,035 Cost of sales ​ ​ 1,701,958 ​ ​ 1,524,456 ​ ​ 5,132,879 ​ ​ 4,754,434 Gross profit ​ ​ 1,155,665 ​ ​ 1,005,644 ​ ​ 3,361,580 ​ ​ 3,053,601 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling, general and administrative expenses ​ ​ 840,920 ​ ​ 682,259 ​ ​ 2,293,270 ​ ​ 1,992,993 Pre-opening expenses ​ ​ 5,326 ​ ​ 4,883 ​ ​ 12,260 ​ ​ 11,957 Operating income ​ ​ 309,419 ​ ​ 318,502 ​ ​ 1,056,050 ​ ​ 1,048,651 Interest expense (income), net ​ ​ 4,123 ​ ​ ( 1,674 ) ​ ​ ( 837 ) ​ ​ ( 13,100 ) Income before income taxes and equity net loss of affiliate ​ ​ 305,296 ​ ​ 320,176 ​ ​ 1,056,887 ​ ​ 1,061,751 Income tax expense ​ ​ 73,436 ​ ​ 77,997 ​ ​ 257,875 ​ ​ 253,903 Income before equity net loss of affiliate ​ ​ 231,860 ​ ​ 242,179 ​ ​ 799,012 ​ ​ 807,848 Equity net loss of affiliate ​ ​ 985 ​ ​ — ​ ​ 2,210 ​ ​ — Net income ​ $ 230,875 ​ $ 242,179 ​ $ 796,802 ​ $ 807,848 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income per common share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 5.16 ​ $ 5.16 ​ $ 17.70 ​ $ 17.00 Diluted ​ $ 5.14 ​ $ 5.14 ​ $ 17.65 ​ $ 16.93 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ ​ 44,731 ​ ​ 46,928 ​ ​ 45,016 ​ ​ 47,519 Diluted ​ ​ 44,895 ​ ​ 47,092 ​ ​ 45,151 ​ ​ 47,710 ​ See accompanying notes to consolidated financial statements. ​ ​ ​ ​ 4 Table of Contents Ulta Beauty, Inc. Consolidated Statements of Cash Flows (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 39 Weeks Ended ​ ​ November 1, ​ November 2, (In thousands) 2025 2024 Operating activities ​ ​ ​ ​ ​ ​ Net income ​ $ 796,802 ​ $ 807,848 Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ ​ ​ ​ Depreciation and amortization ​ ​ 218,985 ​ ​ 197,075 Non-cash lease expense ​ ​ 260,632 ​ ​ 235,950 Deferred income taxes ​ ​ ( 1,613 ) ​ ​ 5,808 Stock-based compensation expense ​ ​ 30,324 ​ ​ 27,691 Loss on disposal of property and equipment ​ ​ 7,398 ​ ​ 7,280 Equity net loss of affiliate ​ ​ 2,210 ​ ​ — Change in operating assets and liabilities: ​ ​ ​ ​ ​ ​ Receivables ​ ​ ( 13,138 ) ​ ​ ( 5,682 ) Merchandise inventories ​ ​ ( 702,678 ) ​ ​ ( 623,050 ) Prepaid expenses and other current assets ​ ​ ( 14,088 ) ​ ​ ( 19,916 ) Income taxes ​ ​ ( 67,994 ) ​ ​ ( 69,818 ) Accounts payable ​ ​ 123,911 ​ ​ 54,210 Accrued liabilities ​ ​ 6,567 ​ ​ ( 45,777 ) Deferred revenue ​ ​ ( 41,642 ) ​ ​ ( 31,551 ) Operating lease liabilities ​ ​ ( 261,864 ) ​ ​ ( 250,267 ) Other assets and liabilities ​ ​ ( 21,628 ) ​ ​ 12,240 Net cash provided by operating activities ​ ​ 322,184 ​ ​ 302,041 ​ ​ ​ ​ ​ ​ ​ Investing activities ​ ​ ​ ​ ​ ​ Capital expenditures ​ ​ ( 243,262 ) ​ ​ ( 300,536 ) Acquisitions, net of cash acquired ​ ​ ( 386,793 ) ​ ​ — Other investments ​ ​ ( 25,445 ) ​ ​ ( 6,108 ) Net cash used in investing activities ​ ​ ( 655,500 ) ​ ​ ( 306,644 ) ​ ​ ​ ​ ​ ​ ​ Financing activities ​ ​ ​ ​ ​ ​ Borrowings from short-term debt ​ ​ 1,641,844 ​ ​ 199,700 Payments on short-term debt ​ ​ ( 1,118,683 ) ​ ​ — Repurchase of common shares ​ ​ ( 703,960 ) ​ ​ ( 765,384 ) Stock options exercised ​ ​ 30,103 ​ ​ 9,200 Purchase of treasury shares ​ ​ ( 13,505 ) ​ ​ ( 23,566 ) Debt issuance costs ​ ​ ( 763 ) ​ ​ ( 4,159 ) Net cash used in financing activities ​ ​ ( 164,964 ) ​ ​ ( 584,209 ) ​ ​ ​ ​ ​ ​ ​ Net decrease in cash and cash equivalents ​ ​ ( 498,280 ) ​ ​ ( 588,812 ) Cash and cash equivalents at beginning of period ​ ​ 703,201 ​ ​ 766,594 Cash and cash equivalents at end of period ​ $ 204,921 ​ $ 177,782 ​ ​ ​ ​ ​ ​ ​ Supplemental information ​ ​ ​ ​ ​ ​ Income taxes paid, net of refunds $ 326,360 ​ $ 316,790 Non-cash investing and financing activities: ​ ​ ​ ​ ​ ​ Non-cash capital expenditures ​ ​ 88,468 ​ ​ 47,431 Repurchase of common shares in accrued liabilities ​ ​ 3,999 ​ ​ — ​ See accompanying notes to consolidated financial statements. ​ ​ 5 Table of Contents Ulta Beauty, Inc. Consolidated Statements of Stockholders’ Equity (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Treasury - ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ Common Stock ​ Additional ​ ​ ​ Total ​ ​ Issued ​ ​ ​ Treasury ​ ​ ​ Paid-In ​ Retained ​ Stockholders' (In thousands) Shares Amount Shares Amount Capital Earnings Equity Balance – February 1, 2025 ​ 46,809 ​ $ 468 ​ ( 844 ) ​ $ ( 106,793 ) ​ $ 1,120,769 ​ $ 1,473,909 ​ $ 2,488,353 Net income ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ 305,052 ​ ​ 305,052 Stock-based compensation ​ — ​ ​ — ​ — ​ ​ — ​ ​ 11,418 ​ ​ — ​ ​ 11,418 Stock options exercised and other awards ​ 100 ​ ​ 1 ​ — ​ ​ — ​ ​ 480 ​ ​ — ​ ​ 481 Purchase of treasury shares ​ — ​ ​ — ​ ( 36 ) ​ ​ ( 12,911 ) ​ ​ — ​ ​ — ​ ​ ( 12,911 ) Repurchase of common shares, including excise tax ​ ( 987 ) ​ ​ ( 10 ) ​ — ​ ​ — ​ ​ ( 3,358 ) ​ ​ ( 358,722 ) ​ ​ ( 362,090 ) Balance – May 3, 2025 ​ 45,922 ​ $ 459 ​ ( 880 ) ​ $ ( 119,704 ) ​ $ 1,129,309 ​ $ 1,420,239 ​ $ 2,430,303 Net income ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ 260,875 ​ ​ 260,875 Stock-based compensation ​ — ​ ​ — ​ — ​ ​ — ​ ​ 8,920 ​ ​ — ​ ​ 8,920 Stock options exercised and other awards ​ 78 ​ ​ 1 ​ — ​ ​ — ​ ​ 14,369 ​ ​ — ​ ​ 14,370 Purchase of treasury shares ​ — ​ ​ — ​ ( 1 ) ​ ​ ( 327 ) ​ ​ — ​ ​ — ​ ​ ( 327 ) Repurchase of common shares, including excise tax ​ ( 244 ) ​ ​ ( 2 ) ​ — ​ ​ — ​ ​ ( 740 ) ​ ​ ( 109,539 ) ​ ​ ( 110,281 ) Balance – August 2, 2025 ​ 45,756 ​ $ 458 ​ ( 881 ) ​ $ ( 120,031 ) ​ $ 1,151,858 ​ $ 1,571,575 ​ $ 2,603,860 Net income ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ 230,875 ​ ​ 230,875 Stock-based compensation ​ — ​ ​ — ​ — ​ ​ — ​ ​ 9,986 ​ ​ — ​ ​ 9,986 Stock options exercised and other awards ​ 54 ​ ​ — ​ — ​ ​ — ​ ​ 15,252 ​ ​ — ​ ​ 15,252 Purchase of treasury shares ​ — ​ ​ — ​ — ​ ​ ( 267 ) ​ ​ — ​ ​ — ​ ​ ( 267 ) Repurchase of common shares, including excise tax ​ ( 427 ) ​ ​ ( 4 ) ​ — ​ ​ — ​ ​ ( 1,974 ) ​ ​ ( 224,714 ) ​ ​ ( 226,692 ) Balance – November 1, 2025 ​ 45,383 ​ $ 454 ​ ( 881 ) ​ $ ( 120,298 ) ​ $ 1,175,122 ​ $ 1,577,736 ​ $ 2,633,014 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ See accompanying notes to consolidated financial statements. ​ 6 Table of Contents Ulta Beauty, Inc. Consolidated Statements of Stockholders’ Equity (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Treasury - ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ Common Stock ​ Additional ​ ​ ​ Total ​ ​ Issued ​ ​ ​ Treasury ​ ​ ​ Paid-In ​ Retained ​ Stockholders' (In thousands) Shares Amount Shares Amount Capital Earnings Equity Balance – February 3, 2024 ​ 49,123 ​ $ 491 ​ ( 799 ) ​ $ ( 83,032 ) ​ $ 1,075,104 ​ $ 1,286,765 ​ $ 2,279,328 Net income ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ 313,113 ​ ​ 313,113 Stock-based compensation ​ — ​ ​ — ​ — ​ ​ — ​ ​ 10,082 ​ ​ — ​ ​ 10,082 Stock options exercised and other awards ​ 153 ​ ​ 2 ​ — ​ ​ — ​ ​ 8,911 ​ ​ — ​ ​ 8,913 Purchase of treasury shares ​ — ​ ​ — ​ ( 44 ) ​ ​ ( 23,283 ) ​ ​ — ​ ​ — ​ ​ ( 23,283 ) Repurchase of common shares, including excise tax ​ ( 588 ) ​ ​ ( 6 ) ​ — ​ ​ — ​ ​ ( 2,275 ) ​ ​ ( 285,129 ) ​ ​ ( 287,410 ) Balance – May 4, 2024 ​ 48,688 ​ $ 487 ​ ( 843 ) ​ $ ( 106,315 ) ​ $ 1,091,822 ​ $ 1,314,749 ​ $ 2,300,743 Net income ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ 252,556 ​ ​ 252,556 Stock-based compensation ​ — ​ ​ — ​ — ​ ​ — ​ ​ 9,190 ​ ​ — ​ ​ 9,190 Stock options exercised and other awards ​ 5 ​ ​ — ​ — ​ ​ — ​ ​ 283 ​ ​ — ​ ​ 283 Purchase of treasury shares ​ — ​ ​ — ​ — ​ ​ ( 176 ) ​ ​ — ​ ​ — ​ ​ ( 176 ) Repurchase of common shares, including excise tax ​ ( 550 ) ​ ​ ( 6 ) ​ — ​ ​ — ​ ​ ( 2,098 ) ​ ​ ( 212,332 ) ​ ​ ( 214,436 ) Balance – August 3, 2024 ​ 48,143 ​ $ 481 ​ ( 843 ) ​ $ ( 106,491 ) ​ $ 1,099,197 ​ $ 1,354,973 ​ $ 2,348,160 Net income ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ 242,179 ​ ​ 242,179 Stock-based compensation ​ — ​ ​ — ​ — ​ ​ — ​ ​ 8,419 ​ ​ — ​ ​ 8,419 Stock options exercised and other awards ​ — ​ ​ — ​ — ​ ​ — ​ ​ 4 ​ ​ — ​ ​ 4 Purchase of treasury shares ​ — ​ ​ — ​ — ​ ​ ( 107 ) ​ ​ — ​ ​ — ​ ​ ( 107 ) Repurchase of common shares, including excise tax ​ ( 731 ) ​ ​ ( 7 ) ​ — ​ ​ — ​ ​ ( 2,668 ) ​ ​ ( 266,971 ) ​ ​ ( 269,646 ) Balance – November 2, 2024 ​ 47,412 ​ $ 474 ​ ( 843 ) ​ $ ( 106,598 ) ​ $ 1,104,952 ​ $ 1,330,181 ​ $ 2,329,009 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ See accompanying notes to consolidated financial statements. ​ ​ 7 Table of Contents ​ Ulta Beauty, Inc. Notes to Consolidated Financial Statements (In thousands, except per share and store count data) (Unaudited) ​ 1. Business and basis of presentation Ulta Beauty, Inc. and its subsidiaries operate specialty retail stores selling cosmetics, fragrance, haircare products, skincare and wellness products, and related accessories and services. Nearly every store in the United States (U.S.) features a full-service salon. As used in these notes and throughout this Quarterly Report on Form 10-Q, all references to “we,” “us,” “our,” “Ulta Beauty,” or the “Company” refer to Ulta Beauty, Inc. and its consolidated subsidiaries. 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ Number of Location stores Location stores Alabama ​ 28 ​ Montana ​ 6 Alaska ​ 3 ​ Nebraska ​ 6 Arizona ​ 40 ​ Nevada ​ 16 Arkansas ​ 11 ​ New Hampshire ​ 8 California ​ 179 ​ New Jersey ​ 47 Colorado ​ 30 ​ New Mexico ​ 8 Connecticut ​ 20 ​ New York ​ 62 Delaware ​ 4 ​ North Carolina ​ 51 Florida ​ 108 ​ North Dakota ​ 4 Georgia ​ 47 ​ Ohio ​ 49 Hawaii ​ 4 ​ Oklahoma ​ 23 Idaho ​ 10 ​ Oregon ​ 21 Illinois ​ 55 ​ Pennsylvania ​ 49 Indiana ​ 27 ​ Rhode Island ​ 5 Iowa ​ 14 ​ South Carolina ​ 27 Kansas ​ 15 ​ South Dakota ​ 3 Kentucky ​ 20 ​ Tennessee ​ 36 Louisiana ​ 19 ​ Texas ​ 141 Maine ​ 3 ​ Utah ​ 19 Maryland ​ 29 ​ Vermont ​ 1 Massachusetts ​ 27 ​ Virginia ​ 37 Michigan ​ 51 ​ Washington ​ 38 Minnesota ​ 22 ​ West Virginia ​ 7 Mississippi ​ 14 ​ Wisconsin ​ 24 Missouri ​ 27 ​ Wyoming ​ 5 ​ ​ ​ ​ Total ​ 1,500 ​ ​ ​ ​ 8 Table of Contents The accompanying unaudited consolidated financial statements and related notes have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and the U.S. Securities and Exchange Commission’s Article 10, Regulation S-X. These financial statements were prepared on a consolidated basis to include the accounts of the Company and its wholly owned subsidiaries. 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 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. All amounts are stated in thousands, with the exception of per share amounts and number of stores. ​ 2. Summary of significant accounting policies Information regarding significant accounting policies is contained in Note 2, “Summary of significant accounting policies,” to the consolidated financial statements in the Annual Report on Form 10-K for the year ended February 1, 2025. Presented below and in the following notes is supplemental information that should be read in conjunction with “Notes to Consolidated Financial Statements” in the Annual Report. Fiscal quarter 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 third quarter in fiscal 2025 and 2024 ended on November 1, 2025 and November 2, 2024, respectively. 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, loyalty program, and income taxes 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. Recent accounting pronouncements not yet adopted Income Taxes (Topic 740): Improvements to Income Tax Disclosures 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. 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 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. ​ 9 Table of Contents 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. ​ 3 . Revenue Net sales include retail stores and e-commerce merchandise sales as well as salon services and other revenue. Other revenue includes the private label and co-branded credit card programs, royalties derived from the partnership with Target Corporation, and deferred revenue related to the loyalty program and gift card breakage. ​ Disaggregated revenue ​ The following table sets forth the approximate percentage of net sales by primary category : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 13 Weeks Ended ​ 39 Weeks Ended ​ ​ ​ November 1, ​ November 2, ​ November 1, ​ November 2, ​ (Percentage of net sales) ​ 2025 ​ 2024 ​ 2025 ​ 2024 ​ Cosmetics ​ 41 % ​ 41 % ​ 40 % ​ 41 % ​ Skincare and wellness ​ 24 % ​ 23 % ​ 24 % ​ 24 % ​ Haircare ​ 19 % ​ 20 % ​ 19 % ​ 19 % ​ Fragrance ​ 11 % ​ 10 % ​ 11 % ​ 10 % ​ Services ​ 3 % ​ 4 % ​ 4 % ​ 4 % ​ Other ​ 2 % ​ 2 % ​ 2 % ​ 2 % ​ ​ ​ 100 % ​ 100 % ​ 100 % ​ 100 % ​ ​ 10 Table of Contents ​ 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 the 13 and 39 weeks ended November 1, 2025 and November 2, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 13 Weeks Ended ​ 39 Weeks Ended ​ ​ November 1, ​ November 2, ​ November 1, ​ November 2, (In thousands) ​ 2025 ​ 2024 ​ 2025 2024 Beginning balance ​ $ 451,968 ​ $ 387,817 ​ $ 492,907 ​ $ 428,788 Additions to contract liabilities (1) ​ ​ 130,377 ​ ​ 124,188 ​ ​ 307,706 ​ ​ 279,195 Deductions to contract liabilities (2) ​ ​ ( 127,030 ) ​ ​ ( 114,071 ) ​ ​ ( 345,298 ) ​ ​ ( 310,049 ) Ending balance ​ $ 455,315 ​ $ 397,934 ​ $ 455,315 ​ $ 397,934 (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 $ 7,649 and $ 7,106 at November 1, 2025 and November 2, 2024, respectively. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4. Acquisitions On July 10, 2025, the Company acquired 100 % ownership in 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. 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 November 1, 2025. Accordingly, the purchase price allocation is preliminary. The Company expects to obtain the information necessary to finalize the purchase price allocation during the measurement period, not to exceed one year from the acquisition date. Any changes to the preliminary estimates of the fair value during the measurement period will be recorded as adjustments to those assets and liabilities with a corresponding adjustment to goodwill. ​ 11 Table of Contents ​ The preliminary allocation of the purchase price consideration to the estimated fair value of the assets acquired and liabilities assumed on July 10, 2025 are as follows: ​ ​ ​ (In thousands) ​ ​ Cash and cash equivalents $ 12,359 Merchandise inventories, net ​ 72,747 Property and equipment, net ​ 44,678 Other assets (1) ​ 22,005 Accounts payable ​ ( 44,476 ) Accrued liabilities ​ ( 52,984 ) Other liabilities (2) ​ ( 36,913 ) Estimated fair value excluding goodwill ​ 17,416 Goodwill ​ 381,736 Net assets acquired $ 399,152 (1) Includes amounts primarily related to receivables, prepaid expenses and other currents assets, and other intangible assets on the consolidated balance sheets. ​ (2) Includes amounts primarily related to deferred revenue, short-term debt, and deferred income taxes 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. 5. 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 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. Other definite-lived intangible assets are amortized over their useful lives. The recoverability of intangible assets is reviewed whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. ​ ​ 6. Leases The Company leases retail stores, distribution centers, fast fulfillment centers, market fulfillment centers, corporate offices, and certain equipment under non-cancelable operating leases with various expiration dates through 2037. 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. ​ ​ 12 Table of Contents Lease cost The majority of operating lease cost relates to retail stores, distribution centers, fast fulfillment centers, and market fulfillment centers and is classified within cost of sales. Operating lease cost for corporate offices is classified within selling, general and administrative expenses. Operating lease cost from the control date through store opening date is classified within pre-opening expenses. ​ The following table presents a summary of operating lease costs: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 13 Weeks Ended ​ 39 Weeks Ended ​ ​ November 1, ​ November 2, ​ November 1, ​ November 2, (In thousands) ​ 2025 ​ 2024 ​ 2025 ​ 2024 Operating lease cost ​ $ 93,932 ​ $ 88,965 ​ $ 281,448 ​ $ 265,200 ​ Other information The following table presents supplemental disclosures of cash flow information related to operating leases: ​ ​ ​ ​ ​ ​ ​ ​ 39 Weeks Ended ​ ​ November 1, ​ November 2, (In thousands) 2025 ​ 2024 Cash paid for operating lease liabilities (1) ​ $ 319,867 ​ $ 307,732 Operating lease assets obtained in exchange for operating lease liabilities (non-cash) ​ ​ 361,566 ​ ​ 280,476 (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. ​ 7. Commitments and contingencies 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. ​ 8. 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 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 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 13 Table of Contents 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. 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 an unused line fee of 0.60 % per annum. 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. ​ 9. Fair value measurements The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and debt 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. ​ 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. ​ 10. Stock-based compensation 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 39 Weeks Ended ​ ​ November 1, ​ November 2, ​ 2025 2024 Volatility rate 34.0 % ​ 33.0 % Average risk-free interest rate 3.9 % ​ 4.4 % Average expected life (in years) 3.4 3.5 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 Ulta Beauty 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. 14 Table of Contents 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. ​ 11. Income taxes 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 $ 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. ​ 15 Table of Contents 12. 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 13 Weeks Ended ​ 39 Weeks Ended ​ ​ November 1, ​ November 2, ​ November 1, ​ November 2, (In thousands, except per share data) 2025 2024 2025 2024 Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income $ 230,875 ​ $ 242,179 ​ $ 796,802 ​ $ 807,848 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average common shares – Basic ​ ​ 44,731 ​ ​ 46,928 ​ ​ 45,016 ​ ​ 47,519 Dilutive effect of stock options and non-vested shares ​ ​ 164 ​ ​ 164 ​ ​ 135 ​ ​ 191 Weighted-average common shares – Diluted ​ ​ 44,895 ​ ​ 47,092 ​ ​ 45,151 ​ ​ 47,710 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income per common share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 5.16 ​ $ 5.16 ​ $ 17.70 ​ $ 17.00 Diluted ​ $ 5.14 ​ $ 5.14 ​ $ 17.65 ​ $ 16.93 ​ 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. ​ 13. Share repurchase program 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 earlier 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. ​ 16 Table of Contents A summary of common stock repurchase activity is presented in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ 39 Weeks Ended ​ ​ November 1, ​ November 2, (In thousands) ​ 2025 2024 Shares repurchased ​ ​ 1,658 ​ ​ 1,869 Total cost of shares repurchased, including excise tax ​ $ 699,063 ​ $ 771,492 ​ ​ 14. Segment reporting The Company has one reportable segment, which includes retail stores, salon services, and e-commerce. Within the reportable segment, there are significant expense categories included in the measure of the segment’s net income as shown below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 13 Weeks Ended ​ 39 Weeks Ended ​ ​ November 1, ​ November 2, ​ November 1, ​ November 2, (In thousands) ​ 2025 2024 2025 2024 Net sales ​ $ 2,857,623 ​ $ 2,530,100 ​ $ 8,494,459 ​ $ 7,808,035 Less: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales (1) ​ ​ 1,701,958 ​ ​ 1,524,456 ​ ​ 5,132,879 ​ ​ 4,754,434 Associate expenses (2) ​ ​ 437,572 ​ ​ 347,181 ​ ​ 1,232,301 ​ ​ 1,055,058 Advertising expense, net (3) ​ ​ 116,524 ​ ​ 107,701 ​ ​ 287,751 ​ ​ 268,004 Pre-opening expenses ​ ​ 5,326 ​ ​ 4,883 ​ ​ 12,260 ​ ​ 11,957 Other segment expenses (1) (4) ​ ​ 286,824 ​ ​ 227,377 ​ ​ 773,218 ​ ​ 669,931 Interest expense (income), net ​ ​ 4,123 ​ ​ ( 1,674 ) ​ ​ ( 837 ) ​ ​ ( 13,100 ) Income tax expense ​ ​ 73,436 ​ ​ 77,997 ​ ​ 257,875 ​ ​ 253,903 Equity net loss of affiliate ​ ​ 985 ​ ​ — ​ ​ 2,210 ​ ​ — Net income ​ $ 230,875 ​ $ 242,179 ​ $ 796,802 ​ $ 807,848 ​ (1) 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. (2) Associate expenses include salaries, wages, bonus, and other forms of compensation related to associates. (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. (4) Other segment expenses include other corporate overhead and store operating expenses within SG&A expenses. ​ ​ ​ ​ 17 Table of Contents