What changed in this filing

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Item 1. Financial Statements

2026-06-02 compared with 2025-12-04 · 109 added, 141 removed, 246 unchanged (50% of the section changed)

5 unchanged sentences

Cash and cash equivalents

Short-term investments

Receivables, net

26 unchanged sentences

43,247 , 44,166 , and 45,042 shares outstanding;

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

at May 2, 2026 (unaudited), January 31, 2026, and May 3, 2025 (unaudited), respectively

Treasury stock-common, at cost

1 unchanged sentence

Retained earnings

Accumulated other comprehensive income

Total stockholders’ equity

4 unchanged sentences

13 Weeks Ended

39 Weeks Ended

(In thousands, except per share data)

3 unchanged sentences

Operating income

Interest expense (income), net

Interest income, net

Income before income taxes and equity net loss of affiliate

6 unchanged sentences

Ulta Beauty, Inc.

Consolidated Statements of Comprehensive Income

13 Weeks Ended

(In thousands)

Other comprehensive income:

Foreign currency translation adjustments

Comprehensive income

See accompanying notes to consolidated financial statements.

Ulta Beauty, Inc.

Consolidated Statements of Cash Flows

19 unchanged sentences

Investing activities

Proceeds from short-term investments

Capital expenditures

Acquisitions, net of cash acquired

Other investments

3 unchanged sentences

Payments on short-term debt

( 1,118,683 )

Repurchase of common shares

1 unchanged sentence

Purchase of treasury shares

Debt issuance costs

Net cash used in financing activities

Effect of exchange rate changes on cash and cash equivalents

Net decrease in cash and cash equivalents

9 unchanged sentences

Consolidated Statements of Stockholders’ Equity

Comprehensive

Stockholders'

(In thousands)

Income (Loss)

Balance – February 1, 2025

4 unchanged sentences

Balance – May 3, 2025

Stock-based compensation

Stock options exercised and other awards

Purchase of treasury shares

Repurchase of common shares, including excise tax

Balance – August 2, 2025

Stock-based compensation

Stock options exercised and other awards

Purchase of treasury shares

Repurchase of common shares, including excise tax

Balance – November 1, 2025

See accompanying notes to consolidated financial statements.

Ulta Beauty, Inc.

Consolidated Statements of Stockholders’ Equity

Stockholders'

(In thousands)

Balance – February 3, 2024

Balance – January 31, 2026

Stock-based compensation

Foreign currency translation adjustments

Stock options exercised and other awards

2 unchanged sentences

Balance – May 2, 2026

Stock-based compensation

Stock options exercised and other awards

Purchase of treasury shares

Repurchase of common shares, including excise tax

Balance – August 3, 2024

Stock-based compensation

Stock options exercised and other awards

Purchase of treasury shares

Repurchase of common shares, including excise tax

Balance – November 2, 2024

See accompanying notes to consolidated financial statements.

4 unchanged sentences

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.

was founded in 1990 to operate specialty retail stores selling cosmetics, fragrance, haircare and skincare products, and related accessories and services.

Nearly every store features a full-service salon.

As used in these notes and throughout this 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:

As of May 2, 2026, the Company operated 1,608 stores worldwide:

1,521 Ulta Beauty stores in the U.S.

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

New Hampshire

North Carolina

South Carolina

Massachusetts

West Virginia

located in 50 states, 85 Space NK stores located in the United Kingdom (“U.K.”), and 2 Space NK stores located in Ireland.

The accompanying unaudited consolidated financial statements and related notes have been prepared in accordance with U.S.

5 unchanged sentences

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.

The results for the 13 weeks ended May 2, 2026 are not necessarily indicative of the results to be expected for the fiscal year ending January 30, 2027, or for any other future interim period or for any future year.

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

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.

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

The first quarters of fiscal 2026 and 2025 ended on May 2, 2026 and May 3, 2025, respectively.

Use of estimates

2 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.

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.

Income Statement – Reporting Comprehensive Income (Topic 220-40):

2 unchanged sentences

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.

This update requires, among other things, more detailed disclosure about types of expenses in commonly presented expense captions such as cost of sales and selling, general and administrative (SG&A) expenses and is intended to improve the disclosures about an entity’s expenses including purchases of inventory, employee compensation, depreciation, and amortization.

The ASU is effective for fiscal years beginning after December 15, 2026, and interim reporting periods within fiscal years beginning after December 15, 2027.

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

Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40):

6 unchanged sentences

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.

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.

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 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, royalties, and commissions.

Disaggregated revenue

1 unchanged sentence

13 Weeks Ended

39 Weeks Ended

(Percentage of net sales)

3 unchanged sentences

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

The following table provides a summary of the changes included in deferred revenue during the 13 weeks ended May 2, 2026 and May 3, 2025:

13 Weeks Ended

6 unchanged sentences

(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.

On July 10, 2025, the Company acquired 100 % ownership in 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.

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.

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

Merchandise inventories, net

Property and equipment, net

Other assets (1)

Accounts payable

Accrued liabilities

Other liabilities (2)

Estimated fair value excluding goodwill

Net assets acquired

(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.

Other amounts included in deferred revenue were $ 9,635 and $ 7,583 at May 2, 2026 and May 3, 2025, respectively.

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.

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.

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.

The changes in the carrying amounts of goodwill during the 13 weeks ended May 2, 2026 and May 3, 2025 were as follows:

(In thousands)

Beginning balance

Effect of exchange rate changes

Ending balance

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 and is typically performed in conjunction with the goodwill impairment analysis discussed above and is similar to the analysis performed at acquisition.

The changes in the carrying amounts of other intangible assets during the 13 weeks ended May 2, 2026 and May 3, 2025 were as follows:

(In thousands)

Beginning balance

Effect of exchange rate changes

Ending balance

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 2041.

6 unchanged sentences

13 Weeks Ended

39 Weeks Ended

(In thousands)

6 unchanged sentences

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

(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.

(1) Excludes $ 13,418 and $ 15,782 related to cash received for tenant incentives for the 13 weeks ended May 2, 2026 and May 3, 2025, respectively.

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.

The Company is involved in various legal proceedings that are incidental to the conduct of its 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.

5 unchanged sentences

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.

The Loan Agreement contains a requirement to maintain a fixed charge coverage ratio of not less than 1.0 to 1.0 whenever availability under the Loan Agreement falls below a 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

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 unused line fee is 0.25 % to 0.375 % per annum.

As of May 2, 2026, there was $ 102,000 outstanding under the Loan Agreement.

The weighted average interest rate was 7.25 % for the 13 weeks ended May 2, 2026.

As of January 31, 2026 and May 3, 2025, there were no borrowings outstanding under the Loan Agreement.

Ulta Beauty’s wholly owned subsidiary, Space NK Limited (“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.

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 May 2, 2026 and January 31, 2026, there was $ 42,899 and $ 62,287 , respectively, outstanding under the Facility Agreement.

As of May 2, 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, accounts payable, and debt approximates their estimated fair values due to the short maturities of these instruments.

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.

Fair value is measured using inputs from the three levels of the fair value hierarchy, which are described as follows:

2 unchanged sentences

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

As of 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.

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 May 2, 2026, January 31, 2026, and May 3, 2025, there were liabilities related to the non-qualified deferred compensation plan included in other long-term liabilities on the consolidated balance sheets of $ 43,358 , $ 42,470 , and $ 44,712 , respectively.

The liabilities are categorized as Level 2 as they are based on third-party reported values, which are based primarily on quoted market prices of underlying assets of the funds within the plan.

14 unchanged sentences

The Company does not currently pay a regular dividend.

The Company granted 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.

The Company granted 108 and 129 stock options during the 13 weeks ended May 2, 2026 and May 3, 2025, respectively.

Stock-based compensation expense for stock options was $ 1,774 and $ 3,039 for the 13 weeks ended May 2, 2026 and May 3, 2025, respectively.

The weighted-average grant date fair value of these stock options was $ 153.72 and $ 107.99 for the 13 weeks ended May 2, 2026 and May 3, 2025, respectively.

At May 2, 2026, there was approximately $ 28,606 of unrecognized stock-based compensation expense related to unvested stock options.

There were 77 and 99 restricted stock units issued during the 13 weeks ended May 2, 2026 and May 3, 2025, respectively.

Stock-based compensation expense for restricted stock units was $ 6,630 and $ 5,346 for the 13 weeks ended May 2, 2026 and May 3, 2025, respectively.

At May 2, 2026, there was approximately $ 71,932 of unrecognized stock-based compensation expense related to restricted stock units.

There were no performance-based restricted stock units issued during the 13 weeks ended May 2, 2026 and May 3, 2025, respectively.

Stock-based compensation expense for performance-based restricted stock units was $ 1,851 and $ 3,033 for the 13 weeks ended May 2, 2026 and May 3, 2025, respectively.

At May 2, 2026, there was approximately $ 3,013 of unrecognized stock-based compensation expense related to performance-based restricted stock units.

There were 68 performance stock options issued during the 13 weeks ended May 2, 2026.

Stock-based compensation expense for performance stock options was $ 235 for the 13 weeks ended May 2, 2026.

At May 2, 2026, there was approximately $ 13,739 of unrecognized stock-based compensation expense related to performance stock options.

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.

Income tax expense of $ 106,860 for the 13 weeks ended May 2, 2026 represents an effective tax rate of 23.9 %, compared to $ 99,644 of income tax expense representing an effective tax rate of 24.6 % for the 13 weeks ended May 3, 2025.

The lower effective tax rate is primarily due to the purchase of transferable federal tax credits.

These federal tax credits were purchased at a negotiated discount, resulting in an income tax benefit recorded during the quarter.

Net income per common share

1 unchanged sentence

13 Weeks Ended

39 Weeks Ended

(In thousands, except per share data)

3 unchanged sentences

Net income per common share:

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.

The denominator for diluted net income per common share for the 13 weeks ended May 2, 2026 and May 3, 2025 excludes 277 and 354 employee stock options and restricted stock units, respectively, due to their anti-dilutive effects.

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.

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 authorization revoked the previously authorized but unused amounts from the share repurchase program that was authorized in March 2024.

The October 2024 Share Repurchase Program does not have an expiration date and may be suspended or discontinued at any time.

8 unchanged sentences

13 Weeks Ended

39 Weeks Ended

(In thousands)

4 unchanged sentences

Other segment expenses (1) (4)

Interest expense (income), net

Interest income, net

Income tax expense

Equity net loss of affiliate

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

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

Included within cost of sales and other segment expenses is depreciation and amortization expense of $ 81,399 and $ 72,033 for the 13 weeks ended May 2, 2026 and May 3, 2025, respectively.

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

Advertising expense, net consists of print, digital and social media, and television and radio advertising, net of vendor income that is a reimbursement of specific, incremental, and identifiable costs.

1 unchanged sentence

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

What changed 10-Q

Item 1. Financial Statements