What changed in this filing

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Item 1. Financial Statements

2026-08-27 compared with 2026-06-02 · 87 added, 52 removed, 303 unchanged (31% of the section changed)

34 unchanged sentences

42,805 , 44,166 , and 44,875 shares outstanding;

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

at August 1, 2026 (unaudited), January 31, 2026, and August 2, 2025 (unaudited), respectively

Treasury stock-common, at cost

1 unchanged sentence

Retained earnings

Accumulated other comprehensive income

Accumulated other comprehensive (loss) income

Total stockholders’ equity

4 unchanged sentences

13 Weeks Ended

26 Weeks Ended

(In thousands, except per share data)

3 unchanged sentences

Operating income

Interest income, net

Interest expense (income), net

Income before income taxes and equity net loss of affiliate

8 unchanged sentences

13 Weeks Ended

26 Weeks Ended

(In thousands)

27 unchanged sentences

Capital expenditures

Acquisitions, net of cash acquired

Other investments

3 unchanged sentences

Payments on short-term debt

( 1,080,032 )

Repurchase of common shares

17 unchanged sentences

(In thousands)

Income (Loss)

Balance – February 1, 2025

(Loss) Income

Balance – January 31, 2026

Stock-based compensation

Foreign currency translation adjustments

Stock options exercised and other awards

2 unchanged sentences

Balance – May 2, 2026

Balance – January 31, 2026

Stock-based compensation

3 unchanged sentences

Repurchase of common shares, including excise tax

Balance – August 1, 2026

See accompanying notes to consolidated financial statements.

Ulta Beauty, Inc.

Consolidated Statements of Stockholders’ Equity

Stockholders'

(In thousands)

Balance – February 1, 2025

Stock-based compensation

Stock options exercised and other awards

Purchase of treasury shares

Repurchase of common shares, including excise tax

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

See accompanying notes to consolidated financial statements.

5 unchanged sentences

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.

Nearly every store in the United States (U.S.) features a full-service salon.

As used in these notes and throughout this Quarterly Report on Form 10-Q, all references to “we,” “us,” “our,” “Ulta Beauty,” or the “Company” refer to Ulta Beauty, Inc.

and its consolidated subsidiaries.

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

As of August 1, 2026, the Company operated 1,622 stores worldwide:

1,534 Ulta Beauty stores in the U.S.

5 unchanged sentences

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

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

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

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

The results for the 13 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.

The results for the 13 and 26 weeks ended August 1, 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 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 January 31, 2026.

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

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

Summary of significant accounting policies

3 unchanged sentences

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

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

The second quarters of fiscal 2026 and 2025 ended on August 1, 2026 and August 2, 2025, respectively.

Use of estimates

3 unchanged sentences

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.

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

1 unchanged sentence

Expense Disaggregation Disclosures:

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income (Topic 220-40):

10 unchanged sentences

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 amendments may be applied prospectively, retrospectively to prior periods presented, or using an alternative transition approach that applies prospective transition to new projects and in-process projects for which capitalization has not begun and modified retrospective transition to in-process projects for which capitalization has begun as of the date of adoption.

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

10 unchanged sentences

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 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.

5 unchanged sentences

13 Weeks Ended

26 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 weeks ended May 2, 2026 and May 3, 2025:

The following table provides a summary of the changes included in deferred revenue during the 13 and 26 weeks ended August 1, 2026 and August 2, 2025:

13 Weeks Ended

26 Weeks Ended

(In thousands)

5 unchanged sentences

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

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

Other amounts included in deferred revenue were $ 9,436 and $ 8,219 at August 1, 2026 and August 2, 2025, respectively.

Goodwill and other intangible assets

1 unchanged sentence

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.

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

The changes in the carrying amounts of goodwill during the 26 weeks ended August 1, 2026 and August 2, 2025 were as follows:

(In thousands)

7 unchanged sentences

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:

The changes in the carrying amounts of other intangible assets during the 26 weeks ended August 1, 2026 and August 2, 2025 were as follows:

(In thousands)

10 unchanged sentences

13 Weeks Ended

26 Weeks Ended

(In thousands)

6 unchanged sentences

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

(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.

(1) Excludes $ 25,809 and $ 27,376 related to cash received for tenant incentives for the 26 weeks ended August 1, 2026 and August 2, 2025, respectively.

Commitments and contingencies

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.

In the opinion of management, the amount of any liability with respect to these proceedings, either individually or in the aggregate, would not have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows.

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

8 unchanged sentences

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.

As of August 1, 2026 and August 2, 2025, there was $ 287,000 and $ 237,700 , respectively, outstanding under the Loan Agreement.

The weighted average interest rate was 6.05 % and 6.89 % for the 26 weeks ended August 1, 2026 and August 2, 2025, respectively.

As of January 31, 2026, 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.

The facility is secured by the assets of Space NK and contains a requirement to maintain an interest coverage ratio of 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 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.

As of August 1, 2026, January 31,

2026, and August 2, 2025, there was $ 52,578 , $ 62,287 , and $ 51,401 , respectively, outstanding under the Facility Agreement.

As of August 1, 2026, the Company was in compliance with all terms and covenants of the Loan Agreement and Facility Agreement.

Fair value measurements

6 unchanged sentences

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.

As of August 1, 2026 , January 31, 2026 , and August 2, 2025 , there were liabilities related to the non-qualified deferred compensation plan included in other long-term liabilities on the consolidated balance sheets of $ 47,926 , $ 42,470 , and $ 48,417 , 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.

12 unchanged sentences

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.

Forfeitures of stock options are

estimated at the grant date based on historical rates of stock option activity and reduce the stock-based compensation expense recognized.

The Company does not currently pay a regular dividend.

The 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.

The Company granted 108 and 134 time-based stock options during the 26 weeks ended August 1, 2026 and August 2, 2025, respectively.

Stock-based compensation expense for time-based stock options was $ 1,990 and $ 2,011 for the 13 weeks ended August 1, 2026 and August 2, 2025, respectively.

Stock-based compensation expense for time-based stock options was $ 3,764 and $ 5,050 for the 26 weeks ended August 1, 2026 and August 2, 2025, respectively.

The weighted-average grant date fair value of these time-based stock options was $ 153.72 and $ 109.39 for the 26 weeks ended August 1, 2026 and August 2, 2025, respectively.

At August 1, 2026, there was approximately $ 24,861 of unrecognized stock-based compensation expense related to unvested time-based stock options.

There were 83 and 106 restricted stock units issued during the 26 weeks ended August 1, 2026 and August 2, 2025, respectively.

Stock-based compensation expense for restricted stock units was $ 7,346 and $ 5,626 for the 13 weeks ended August 1, 2026 and August 2, 2025, respectively.

Stock-based compensation expense for restricted stock units was $ 13,976 and $ 10,972 for the 26 weeks ended August 1, 2026 and August 2, 2025, respectively.

At August 1, 2026, there was approximately $ 63,701 of unrecognized stock-based compensation expense related to restricted stock units.

There were 3 performance-based restricted stock units issued during the 26 weeks ended August 1, 2026.

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

Stock-based compensation expense for performance-based restricted stock units was $ 587 and $ 1,283 for the 13 weeks ended August 1, 2026 and August 2, 2025, respectively.

Stock-based compensation expense for performance-based restricted stock units was $ 2,438 and $ 4,316 for the 26 weeks ended August 1, 2026 and August 2, 2025, respectively.

At August 1, 2026, there was approximately $ 3,375 of unrecognized stock-based compensation expense related to performance-based restricted stock units.

There were 68 performance stock options issued during the 26 weeks ended August 1, 2026.

There were no performance stock options issued during the 26 weeks ended August 2, 2025.

Stock-based compensation expense for performance stock options was $ 650 for the 13 weeks ended August 1, 2026.

Stock-based compensation expense for performance stock options was $ 885 for the 26 weeks ended August 1, 2026.

At August 1, 2026, there was approximately $ 13,089 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 $ 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.

Income tax expense of $ 91,878 for the 13 weeks ended August 1, 2026 represents an effective tax rate of 24.6 %, compared to $ 84,795 of income tax expense representing an effective tax rate of 24.5 % for the 13 weeks ended August 2, 2025.

Income tax expense of $ 198,738 for the 26 weeks ended August 1, 2026 represents an effective tax rate of 24.2 %, compared to $ 184,439 of income tax expense representing an effective tax rate of 24.5 % for the 26 weeks ended August 2, 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.

These federal tax credits were purchased at a negotiated discount, resulting in an income tax benefit recorded during the 26 weeks ended August 1, 2026.

Net income per common share

1 unchanged sentence

13 Weeks Ended

26 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 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.

The denominator for diluted net income per common share for the 13 weeks ended August 1, 2026 and August 2, 2025 excludes 362 and 217 employee stock options and restricted stock units, respectively, due to their anti-dilutive effects.

The denominator for diluted net income per common share for the 26 weeks ended August 1, 2026 and August 2, 2025 excludes 339 and 343 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.

Share repurchase program

11 unchanged sentences

13 Weeks Ended

26 Weeks Ended

(In thousands)

4 unchanged sentences

Other segment expenses (1) (4)

Interest income, net

Interest expense (income), net

Income tax expense

Equity net loss of affiliate

Included within cost of sales and other segment expenses is depreciation and amortization expense of $ 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.

Included within cost of sales and other segment expenses is depreciation and amortization expense of $ 81,325 and $ 71,165 for the 13 weeks ended August 1, 2026 and August 2, 2025, respectively, and $ 162,724 and $ 143,198 for the 26 weeks ended August 1, 2026 and August 2, 2025, respectively.

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

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

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