Ulta Beauty, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of disclosure controls and procedures over financial reporting We have established disclosure controls and procedures to ensure that material information relating to the Company is made known to the officers who certify our financial reports and to the members of our senior management and Board of Directors. Based on management’s evaluation as of February 1, 2025, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective to ensure that the information required to be disclosed by us in our reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management’s annual report on internal control over financial reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process designed by, or under the supervision of, the principal executive officer and principal financial officer and effected by the Board of Directors, management, and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S generally accepted accounting principles. Under the supervision and with the participation of our principal executive officer and our principal financial officer, management evaluated the effectiveness of our internal control over financial reporting as of February 1, 2025, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO). Based on this evaluation, our principal executive officer and principal financial officer concluded that our internal controls over financial reporting were effective as of February 1, 2025. Ernst & Young LLP, the independent registered public accounting firm that audited our financial statements included in this Annual Report on Form 10-K, has audited the effectiveness of our internal control over financial reporting as of February 1, 2025 and has issued the attestation report included in Item 8 of this Annual Report on Form 10-K. Changes in internal control over financial reporting There were no changes to our internal controls over financial reporting during the 13 weeks ended February 1, 2025 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. Item 9B. Other Information During the 13 weeks ended February 1, 2025, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K . 76 Table of Contents Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. Part III Item 10. Directors, Executive Officers, and Corporate Governance The information required by this item with respect to our executive officers is set forth in Part I, Item 4A of this Annual Report on Form 10- K under the caption “Executive Officers.” The additional information required by this item is included under the captions “Corporate Governance – Code of Business Conduct,” “Corporate Governance – Nomination Process – Qualifications,” “Corporate Governance – Proposal One – Election of Directors,” “Corporate Governance – Information About Our Director Nominees,” “Corporate Governance – Insider Trading Policy” and “Corporate Governance – Audit Committee” in our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders (the Proxy Statement) and is hereby incorporated herein by reference. We have a code of business conduct that applies to all of our employees, including our Chief Executive Officer, Chief Financial Officer, Controller, and other persons performing similar functions. We have posted a copy of our code of business conduct under “Governance” in the Investor Relations section of our website located at http://ulta.com/investor, and such code of business conduct is available in print, without charge, to any stockholder who requests it from our Corporate Secretary. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendments to, or waivers from, the code of business conduct by posting such information under “Governance” in the Investor Relations section of our website located at http://ulta.com/investor. We are not including the information contained on our website as part of, or incorporating it by reference into, this Annual Report on Form 10-K. Item 11. Executive Compensation The information required by this item is included under the captions “Compensation Discussion and Analysis,” “Corporate Governance – Compensation Committee,” “Corporate Governance – Report of the Compensation Committee of the Board of Directors,” and “Corporate Governance – Non-Employee Director Compensation for Fiscal 2024” in the Proxy Statement and is hereby incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item with respect to security ownership of certain beneficial owners and management is included under the caption "Stock Ownership” in the Proxy Statement and is hereby incorporated by reference. The information required by this item with respect to compensation plans under which our equity securities are authorized for issuance as of February 1, 2025 is set forth in Item 5 of this Annual Report on Form 10-K under the caption “Securities authorized for issuance under equity compensation plans.” Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item is included under the captions “Corporate Governance – Independence,” “Corporate Governance – Compensation Committee – Compensation Committee Interlocks and Insider Participation,” and “Certain Relationships and Transactions” in the Proxy Statement and is hereby incorporated by reference. Item 14. Principal Accountant Fees and Services The information required by this item is included under the caption “Corporate Governance – Proposal Two – Ratification of Appointment of Independent Registered Public Accounting Firm – Fees to Independent Registered Public Accounting Firm” in the Proxy Statement and is hereby incorporated by reference. ​ 77 Table of Contents Part IV Item 15. Exhibits and Financial Statement Schedules (a) Financial Statements and Schedules The following documents are filed as a part of this Form 10-K: ​ ​ Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 47 Consolidated Balance Sheets 51 Consolidated Statements of Income 52 Consolidated Statements of Cash Flows 53 Consolidated Statements of Stockholders’ Equity 54 Notes to Consolidated Financial Statements 55 Schedule II – Valuation and Qualifying Accounts 75 ​ All other financial statement schedules required by Form 10-K have been omitted because they were inapplicable or otherwise not required under the instructions contained in Regulation S-X. (b) Exhibits The exhibits listed in the Exhibit Index below are filed as part of this Annual Report on Form 10-K. ​ ​ ​ ​ ​ ​ ​ ​ ​ 78 Table of Contents EXHIBIT INDEX ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Incorporated by Reference Exhibit ​ ​ ​ Filed ​ ​ ​ Exhibit ​ File ​ ​ Number Description of document Herewith Form Number Number Filing Date 3.1 ​ Certificate of Incorporation of Ulta Beauty, Inc., as amended through June 1, 2023 ​ ​ ​ 8-K ​ 3.1 ​ 001-33764 ​ 6/07/2023 3.2 ​ Bylaws of Ulta Beauty, Inc., as amended through June 1, 2023 ​ ​ ​ 8-K ​ 3.3 ​ 001-33764 ​ 6/07/2023 4 ​ Description of Ulta Beauty, Inc.’s Securities ​ ​ ​ 10-K ​ 4 ​ 001-33764 ​ 3/26/2024 10.1 ​ Compensation Plan Agreement, dated as of January 27, 2017 between Ulta Salon, Cosmetics & Fragrance, Inc. and Ulta Beauty, Inc.* ​ ​ ​ 8-K ​ 10.1 ​ 001-33764 ​ 1/30/2017 10.2 ​ Amendment No. 3 to Second Amended and Restated Agreement, dated March 13, 2024, among Ulta Beauty, Inc., Ulta Salon, Cosmetics & Fragrance, Inc., the subsidiaries of Ulta Beauty signatory thereto, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent and collateral agent for the lenders ​ ​ ​ 10-K ​ 10.2 ​ 001-33764 ​ 3/26/2024 10.3 ​ Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan* ​ ​ ​ DEF 14A ​ Appendix A ​ 001-33764 ​ 4/20/2016 10.4 ​ Form of Restricted Stock Unit Award Agreement—Performance Shares under the 2011 Incentive Award Plan* ​ ​ ​ ​ 8-K ​ 10.1 ​ 001-33764 ​ 3/31/2015 10.5 ​ Ulta Salon, Cosmetics & Fragrance, Inc. Non-qualified Deferred Compensation Plan* ​ ​ ​ 10-K ​ 10.17 ​ 001-33764 ​ 4/2/2009 10.6 ​ Letter Agreement dated January 6, 2014 between Ulta Inc. and David Kimbell* ​ ​ ​ 10-Q ​ 10.1 ​ 001-33764 ​ 6/4/2015 10.7 ​ Form of Option Agreement under the 2011 Incentive Award Plan* ​ ​ ​ 10-K ​ 10.13 ​ 001-33764 ​ 3/28/2017 10.8 ​ Form of Restricted Stock Unit Award Agreement under the 2011 Incentive Award Plan* ​ ​ ​ 10-K ​ 10.14 ​ 001-33764 ​ 3/28/2017 10.9 ​ Letter Agreement dated August 3, 2015 between Ulta Inc. and Jodi J. Caro* ​ ​ ​ 10-K ​ 10.15 ​ 001-33764 ​ 3/28/2017 10.10 ​ Ulta Beauty, Inc. Executive Change in Control and Severance Plan* ​ ​ ​ 10-K ​ 10.16 ​ 001-33764 ​ 3/28/2017 10.11 ​ New Form of Restricted Stock Unit Award Agreement—PSUs—under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan* ​ ​ ​ 8-K ​ 10.1 ​ 001-33764 ​ 3/30/2021 79 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Incorporated by Reference Exhibit ​ ​ ​ Filed ​ ​ ​ Exhibit ​ File ​ ​ Number Description of document Herewith Form Number Number Filing Date 10.12 ​ New Form of Stock Option Agreement under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan* ​ ​ ​ 8-K ​ 10.2 ​ 001-33764 ​ 3/30/2021 10.13 ​ Alternative Form of Restricted Stock Unit Award Agreement—PSUs—under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan* ​ ​ ​ 10-K ​ 10.25 ​ 001-33764 ​ 3/25/2022 10.14 ​ Alternative Form of Stock Option Agreement under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan* ​ ​ ​ 10-K ​ 10.26 ​ 001-33764 ​ 3/25/2022 10.15 ​ Alternative Form of Restricted Stock Unit Award Agreement under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan* ​ ​ ​ 10-K ​ 10.27 ​ 001-33764 ​ 3/25/2022 10.16 ​ 2023 Form of Restricted Stock Unit Award Agreement—PSUs—under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan* ​ ​ ​ 10-K ​ 10.20 ​ 001-33764 ​ 3/24/2023 10.17 ​ 2023 Form of Stock Option Agreement under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan* ​ ​ ​ 10-K ​ 10.21 ​ 001-33764 ​ 3/24/2023 10.18 ​ 2023 Form of Restricted Stock Unit Award Agreement under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan* ​ ​ ​ 10-K ​ 10.22 ​ 001-33764 ​ 3/24/2023 10.19 ​ Transition and Advisory Agreement between Ulta Beauty, Inc. and David Kimbell ​ X ​ ​ ​ ​ ​ ​ ​ ​ 19 ​ Ulta Beauty, Inc. Insider Trading Policy ​ X ​ ​ ​ ​ ​ ​ ​ ​ 21 ​ List of Significant Subsidiaries ​ X ​ ​ ​ ​ ​ ​ ​ ​ 23 ​ Consent of Independent Registered Public Accounting Firm ​ X ​ ​ ​ ​ ​ ​ ​ ​ 31.1 ​ Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002 ​ X ​ ​ ​ ​ ​ ​ ​ ​ 31.2 ​ Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002 ​ X ​ ​ ​ ​ ​ ​ ​ ​ 80 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Incorporated by Reference Exhibit ​ ​ ​ Filed ​ ​ ​ Exhibit ​ File ​ ​ Number Description of document Herewith Form Number Number Filing Date 32.1 ​ Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ​ X ​ ​ ​ ​ ​ ​ ​ ​ 32.2 ​ Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ​ X ​ ​ ​ ​ ​ ​ ​ ​ 97 ​ Ulta Beauty, Inc. Senior Leadership Clawback Policy ​ ​ ​ 10-K ​ 97 ​ 001-33764 ​ 3/26/2024 99 ​ Proxy Statement for the 2025 Annual Meeting of Stockholders. [To be filed with the SEC under Regulation 14A within 120 days after February 1, 2025; except to the extent specifically incorporated by reference, the Proxy Statement for the 2025 Annual Meeting of Stockholders shall not be deemed to be filed with the SEC as part of this Annual Report on Form 10-K] ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.INS ​ Inline XBRL Instance ​ X ​ ​ ​ ​ ​ ​ ​ ​ 101.SCH ​ Inline XBRL Taxonomy Extension Schema ​ X ​ ​ ​ ​ ​ ​ ​ ​ 101.CAL ​ Inline XBRL Taxonomy Extension Calculation ​ X ​ ​ ​ ​ ​ ​ ​ ​ 101.LAB ​ Inline XBRL Taxonomy Extension Labels ​ X ​ ​ ​ ​ ​ ​ ​ ​ 101.PRE ​ Inline XBRL Taxonomy Extension Presentation ​ X ​ ​ ​ ​ ​ ​ ​ ​ 101.DEF ​ Inline XBRL Taxonomy Extension Definition ​ X ​ ​ ​ ​ ​ ​ ​ ​ 104 ​ Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ * A management contract or compensatory plan or arrangement. Item 16. Form 10-K Summary None. ​ ​ 81 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bolingbrook, State of Illinois, on March 27, 2025. ​ ​ ​ ​ ULTA BEAUTY, INC. ​ ​ ​ ​ By: /s/ Paula M. Oyibo ​ ​ Paula M. Oyibo ​ ​ Chief Financial Officer and Treasurer ​ Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: ​ ​ ​ ​ ​ Signatures Title Date ​ ​ ​ ​ ​ /s/ Kecia L. Steelman ​ President and Chief Executive Officer ​ March 27, 2025 Kecia L. Steelman ​ and Director (Principal Executive Officer) ​ ​ ​ ​ ​ ​ ​ /s/ Paula M. Oyibo ​ Chief Financial Officer and Treasurer ​ March 27, 2025 Paula M. Oyibo ​ (Principal Financial and Accounting Officer) ​ ​ ​ ​ ​ ​ ​ /s/ Michelle L. Collins ​ Director ​ March 27, 2025 Michelle L. Collins ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Kelly E. Garcia ​ Director ​ March 27, 2025 Kelly E. Garcia ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Catherine Halligan ​ Director ​ March 27, 2025 Catherine Halligan ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Patricia A. Little ​ Director ​ March 27, 2025 Patricia A. Little ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Michael R. MacDonald ​ Director ​ March 27, 2025 Michael R. MacDonald ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ George Mrkonic ​ Director ​ March 27, 2025 George Mrkonic ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Lorna E. Nagler ​ Non-Executive Chair of the Board of ​ March 27, 2025 Lorna E. Nagler ​ Directors ​ ​ ​ ​ ​ ​ ​ /s/ Heidi G. Petz ​ Director ​ March 27, 2025 Heidi G. Petz ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Gisel Ruiz ​ Director ​ March 27, 2025 Gisel Ruiz ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Michael C. Smith ​ Director ​ March 27, 2025 Michael C. Smith ​ ​ ​ ​ ​ ​ 82