What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-26 compared with 2025-03-27 · 263 added, 122 removed, 672 unchanged (36% of the section changed)

5 unchanged sentences

Consolidated Statements of Income

Consolidated Statements of Comprehensive Income

Consolidated Statements of Cash Flows

6 unchanged sentences

We have audited the accompanying consolidated balance sheets of Ulta Beauty, Inc.

(the Company) as of February 1, 2025 and February 3, 2024, the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended February 1, 2025, 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 February 1, 2025 and February 3, 2024, and the results of its operations and its cash flows for each of the three years in the period ended February 1, 2025, in conformity with U.S.

(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 February 1, 2025, 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 27, 2025 expressed an unqualified opinion thereon.

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

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Opinion on Internal Control Over Financial Reporting

We have audited Ulta Beauty, Inc.’s internal control over financial reporting as of February 1, 2025 , 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).

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 February 1, 2025 , based on the COSO criteria.

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 February 1, 2025 and February 3, 2024 , the related consolidated statements of income, stockholders’ equity and cash flows for each of the three years in the period ended February 1, 2025 , and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated March 27, 2025 expressed an unqualified opinion thereon.

(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

8 unchanged sentences

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 r eliability 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 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;

11 unchanged sentences

Cash and cash equivalents

Short-term investments

Receivables, net

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Accrued income taxes

Short-term debt

Total current liabilities

8 unchanged sentences

44,166 and 45,965 shares outstanding;

at February 1, 2025 and February 3, 2024, respectively

at January 31, 2026 and February 1, 2025, respectively

Treasury stock-common, at cost

1 unchanged sentence

Retained earnings

Accumulated other comprehensive income

Total stockholders’ equity

9 unchanged sentences

Operating income

Interest income, net

Income before income taxes

Interest expense (income), net

Income before income taxes and equity net loss of affiliate

Income tax expense

Income before equity net loss of affiliate

Equity net loss of affiliate

Net income per common share:

1 unchanged sentence

See accompanying notes to consolidated financial statements.

Ulta Bea uty, Inc.

Consolidated Statements of Comprehensive Income

Fiscal Year Ended

(In thousands)

Other comprehensive income:

Foreign currency translation adjustments

Comprehensive income

See accompanying notes to consolidated financial statements.

Ulta Beauty, Inc.

9 unchanged sentences

Loss on disposal of property and equipment

Equity net loss of affiliate

Change in operating assets and liabilities:

8 unchanged sentences

Investing activities

Purchases of short-term investments

Capital expenditures

Acquisitions, net of cash acquired

Other investments

1 unchanged sentence

Financing activities

Borrowings from credit facility

Payments on credit facility

Borrowings from short-term debt

Payments on short-term debt

( 2,182,316 )

Repurchase of common shares

6 unchanged sentences

( 1,006,124 )

Net increase (decrease) in cash and cash equivalents

Effect of exchange rate changes on cash and cash equivalents

Net (decrease) increase in cash and cash equivalents

Cash and cash equivalents at beginning of year

9 unchanged sentences

Consolidated Statements of Stockholders’ Equity

Comprehensive

Stockholders'

4 unchanged sentences

Purchase of treasury shares

Repurchase of common shares

Balance – January 28, 2023

Stock-based compensation

Stock options exercised and other awards

Purchase of treasury shares

Repurchase of common shares, including excise tax

9 unchanged sentences

Balance – February 1, 2025

Stock-based compensation

Foreign currency translation adjustments

Stock options exercised and other awards

Purchase of treasury shares

Repurchase of common shares, including excise tax

Balance – January 31, 2026

See accompanying notes to consolidated financial statements.

9 unchanged sentences

All amounts are stated in thousands, with the exception of per share amounts and number of stores.

As of February 1, 2025, the Company operated 1,445 stores across 50 states.

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.

Summary of significant accounting policies

The Company’s fiscal year is the 52 or 53 weeks ending on the Saturday closest to January 31.

The Company’s fiscal years ended February 1, 2025 (fiscal 2024), February 3, 2024 (fiscal 2023), and January 28, 2023 (fiscal 2022) were 52 , 53 , and 52 week years, respectively.

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

5 unchanged sentences

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.

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.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

Cash and cash equivalents

3 unchanged sentences

(In thousands)

Short-term investments

Receivables from third-party financial institutions for credit card and debit card transactions

Cash and cash equivalents

(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, accounts receivable, and accounts payable approximates fair value due to the short maturities of these instruments.

There was no outstanding debt as of February 1, 2025 and February 3, 2024.

Receivables primarily include amounts due from vendors for allowances, royalties and other credit card amounts, and amounts due from third-party gift card providers.

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 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.

14 unchanged sentences

The Company maintains an inventory reserve for lower of cost or net realizable value and shrink.

The inventory reserve was $ 40,003 and $ 45,360 as of February 1, 2025 and February 3, 2024, respectively.

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

8 unchanged sentences

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 ( 1 month to 5 years ).

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.

Impairment of long-lived tangible and right-of-use assets

1 unchanged sentence

The asset group identified is at the store level and includes both property and equipment and operating lease assets.

Significant estimates are used in determining future cash flows of each store over its remaining lease term including our expectations of future projected cash flows including revenues and operating expenses.

An impairment loss is recorded if the carrying amount of the long-lived asset exceeds its fair value.

Long-lived tangible and right-of-use assets are evaluated for indicators of impairment quarterly or when events or changes in circumstances indicate that their carrying amounts may not be recoverable.

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.

1 unchanged sentence

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.

Management’s forecast of future cash flows is based on the income approach.

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.

4 unchanged sentences

Goodwill represents the excess of cost over the fair value of net assets acquired.

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 (see Note 6, “Goodwill”).

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.

Other intangible assets

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 (see Note 7, “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.

The Company determines whether an arrangement is or contains a lease at contract inception.

11 unchanged sentences

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 balance sheet.

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.

2 unchanged sentences

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 credit facility, this rate is estimated based on prevailing market conditions, comparable company and credit analysis, and judgment.

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”).

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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.

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.

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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 product or services.

Gift cards do not expire and do not include service fees that decrease guest balances.

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● Allocation of the transaction price to the performance obligations in the contract;

● Recognition of revenue when, or as, a performance obligation is satisfied.

● 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.

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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 customer, which is at the time of shipment or guest pickup.

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.

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 costs primarily consist 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.

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.

3 unchanged sentences

Advertising expense, net as a percentage of net sales

Prepaid advertising costs included in prepaid expenses and other current assets on the consolidated balance sheets were $ 7,830 and $ 12,708 as of February 1, 2025 and February 3, 2024, respectively.

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

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occupancy costs related to our corporate office facilities;

stock-based compensation expense;

stock-based compensation

depreciation and amortization for all assets, except those related to our retail stores and distribution operations, which are included in cost of sales;

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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.

Recently adopted accounting pronouncements

Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosure.

The guidance updates reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance.

The ASU is effective for fiscal years beginning after December 15, 2023, with early adoption permitted.

The Company adopted ASU 2023-07 in fiscal 2024.

Recent accounting pronouncements not yet adopted

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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

Improvements to Income Tax Disclosures.

2 unchanged sentences

Early adoption is permitted.

The Company is currently evaluating the impact of adopting this ASU on related disclosures.

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):

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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 currently evaluating the impact of adopting ASU 2024-03 on the consolidated financial statements and disclosures.

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

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.

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

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

Merchandise inventories, net

Property and equipment, net

Operating lease assets

Other intangible assets, net

Other assets (1)

Accounts payable

Accrued liabilities

Operating lease liabilities

Deferred income taxes

Other liabilities (2)

Estimated fair value excluding goodwill

Net assets acquired

(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.

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.

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

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(Percentage of net sales)

Certain sales departments were reclassified between categories in the prior year to conform to current year presentation, including moving the bath category from Fragrance to Skincare.

Skincare and wellness

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 Ulta Beauty Rewards loyalty points and unredeemed Ulta Beauty gift cards.

In addition, breakage on gift cards is recognized proportionately as redemption occurs.

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

Other amounts included in deferred revenue were $ 7,678 and $ 7,803 at February 1, 2025 and February 3, 2024, respectively.

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

Prepaid expenses and other assets

1 unchanged sentence

(In thousands)

Prepaid supplies

Cloud computing costs (1)

Prepaid supplies

Prepaid maintenance

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Property and equipment, net

The changes in the carrying amounts of goodwill during the fiscal 2024 and 2023 are as follows:

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

(In thousands)

Beginning balance

Effect of exchange rate changes

Ending balance

The Company recognized goodwill of $ 213,798 during fiscal 2025 related to the acquisition of Space NK (see Note 3, “Acquisitions”).

Other intangible assets

Other intangible assets subject to amortization consists of the following:

February 1, 2025

Other intangible assets consists of the following:

January 31, 2026

February 1, 2025

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life in years

Definite-lived

Developed technology

Amortization expense related to intangible assets was $ 306 , $ 889 , and $ 1,014 in fiscal 2024, fiscal 2023, and fiscal 2022, respectively.

Estimated amortization expense related to intangible assets for the next five years and thereafter is as follows:

(In thousands)

2030 and thereafter

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.

Indefinite-lived

Trade name/trademark

Effect of exchange rate changes

Indefinite-lived

Other intangible assets, net

Amortization expense related to definite-lived intangible assets was $ 204 , $ 306 , and $ 889 in fiscal 2025, fiscal 2024, and fiscal 2023, respectively.

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.

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Total lease cost

(1) 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.

(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.

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

(1) Excludes $ 40,742 , $ 39,654 , and $ 30,927 related to cash received for tenant incentives as of February 1, 2025, February 3, 2024, and January 28, 2023, respectively.

(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.

Maturity of lease liabilities

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Commitments and contingencies

Contractual obligations – As of February 1, 2025, the Company had various non-cancelable obligations of $ 16,806 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.

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.

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Accrued taxes

Accrued capital expenditures

Accrued advertising

Accrued capital expenditures

Other accrued liabilities

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Provision for income taxes

A reconciliation of the federal statutory rate to the Company’s effective tax rate is as follows:

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

(In thousands)

Federal statutory tax rate

State and local income taxes, net of federal income tax effect (a)

Foreign tax effects

Effect of cross-border tax laws

Nontaxable or nondeductible items

Changes in unrecognized tax benefits

Other adjustments

Effective tax rate

(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

Federal statutory rate

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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 in fiscal 2024 and did not have a material impact on the consolidated financial statements.

The corporate alternative minimum tax was effective beginning in fiscal 2024 and did not have a

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:

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Operating lease liability

Reserves not currently deductible

Accrued liabilities

Reserves not currently deductible

Employee benefits

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NOL carryforwards

Property and equipment

Total deferred tax assets

Total gross deferred tax assets

Valuation allowance

Deferred tax assets:

Deferred tax liabilities:

Operating lease asset

Property and equipment

Prepaid expenses

Receivables not currently includable

Property and equipment

Total deferred tax liabilities

Deferred tax liabilities

Net deferred tax liability

At February 1, 2025, the Company had $ 494 of credit carryforwards for state income tax purposes that expire between 2025 and 2028.

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 accounts for uncertainty in income taxes in accordance with Accounting Standards Codification 740-10.

The reserve for uncertain tax positions was $ 5,220 and $ 4,060 at February 1, 2025 and February 3, 2024, respectively, which represents the best estimate of the potential liability.

The Company recorded a valuation allowance of $ 3,005 related to Space NK operations.

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:

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Decrease due to a prior year tax position

Decrease due to a prior year audit adjustment

Ending balance

The Company acknowledges that the amount of unrecognized tax benefits may change in the next twelve months.

However, it does not expect the change to have a significant impact on its consolidated financial statements.

Income tax-related interest and penalties were insignificant for fiscal 2024 and 2023.

Income tax-related interest was $ 1,113 for fiscal 2025 and insignificant for fiscal 2024.

The Company files tax returns in the U.S.

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federal examinations by the Internal Revenue Service for years before 2022 and is no longer subject to examinations by state authorities before 2021.

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

The following is a schedule of cash paid for income taxes:

(In thousands)

Income taxes paid, net of refunds

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;

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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 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, and the unused line fee is 0.25 % to 0.375 % per annum.

As of February 1, 2025 and February 3, 2024, the Company had no borrowings outstanding under the credit facility.

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

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

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.

Fair value measurements

The carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximates their estimated fair values due to the short maturities of these instruments.

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:

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● 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 February 1, 2025 and February 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 $ 43,117 and $ 42,653 , respectively.

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.

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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 over four years at the rate of 25 % per year from the date of grant and must be exercised within ten years .

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 February 1, 2025, the plan reserves for the issuance upon grant or exercise of awards up to 2,092 shares of common stock.

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.

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

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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 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.

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Intrinsic value of options exercised

At February 1, 2025, there was approximately $ 8,540 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 one and a half years .

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 .

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

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Vested and Expected to vest

The following table presents information related to stock options outstanding and stock options exercisable at February 1, 2025 based on ranges of exercise prices (shares in thousands):

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

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$ 174.45 – $ 545.67

The aggregate intrinsic value of outstanding and exercisable stock options as of February 1, 2025 was $ 29,532 and $ 28,016 , respectively.

The last reported sale price of the Company’s common stock on the NASDAQ Global Select Market on February 1, 2025 was $ 412.15 per share.

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

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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 February 1, 2025, unrecognized stock-based compensation expense related to RSUs was $ 24,888 .

The unrecognized stock-based compensation expense is expected to be recognized over a weighted-average period of approximately one year .

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 .

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

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The performance is then subject to a three-year total shareholder return modifier.

The grant date fair value of the PBSs are measured using a Monte Carlo simulation.

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.

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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 February 1, 2025, unrecognized stock-based compensation expense related to PBSs was $ 10,400 .

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 .

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The number of PBSs granted is based on achieving the targeted performance goals as defined in the PBS agreements.

As of February 1, 2025, the maximum number of units that could vest under the provisions of the agreements was 205 .

As of January 31, 2026, the maximum number of units that could vest under the provisions of the agreements was 118.

Net income per common share

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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

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Employee benefit plans

The Company provides a 401(k) retirement plan covering all employees who qualify as to age and length of service.

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.

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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 the earlier share repurchase program.

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.

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Segment reporting

The Company operates specialty beauty retail stores in the United States selling cosmetics, fragrance, skincare products, haircare products, wellness products, and services.

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.

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The measure of segment assets is reported on the consolidated balance sheets as total assets.

The Company’s net sales are generated within the United States and its long-lived assets are located primarily in the United States.

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.

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Fiscal Year Ended

(In thousands, except per share data)

(In thousands)

Cost of sales (1)

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Other segment expenses (1) (4)

Interest income, net

Interest expense (income), net

Income tax expense

Equity net loss of affiliate

(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.”

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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-K

Item 8. Financial Statements and Supplementary Data