Ulta Beauty (ULTA) 10-K risk factor changes: FY2023 vs FY2022

Our continued and future growth largely depends on our ability to implement our long-range strategic, operational and financial plans and successfully open and operate new stores [removed: on a profitable basis.][added: profitably.]

| | ● | translate market trends into appropriate, saleable [removed: product,] [added: product] and service offerings in our stores and salons in advance of our competitors; |

Any significant interruption in the operations of our [removed: distribution and] [added: distribution,] fast [added: fulfillment, and market] fulfillment centers could disrupt our ability to deliver merchandise to our stores [added: and guests] in a timely manner, which could have a material adverse effect on our business, financial condition, profitability, and cash flows.

We are a retailer carrying [removed: over] [added: approximately] 25,000 beauty products that change on a regular basis in response to beauty trends, which makes the success of our operations particularly vulnerable to disruptions in our distribution infrastructure.

[removed: Any significant interruption in the operation of our supply chain infrastructure, such as disruptions in our information systems, disruptions in operations due to fire, natural disasters, or other catastrophic] events, labor disagreements, inventory availability, or shipping and transportation problems, could drastically reduce our ability to receive and process orders and provide products and services to our stores and guests, which could have a material adverse effect on our business, financial condition, profitability, and cash flows.

[added: Our sourcing operations may also be hurt by health] concerns regarding infectious diseases in countries in which our merchandise is produced, adverse weather conditions or natural disasters that may occur overseas, or acts of war or terrorism, to the extent these acts affect the production, shipment, or receipt of merchandise.

We have no long-term supply agreements with brand [removed: partners and,] [added: partners, and] therefore, our success depends on maintaining good relationships with our brand partners.

During fiscal [removed: 2022] [added: 2023] and fiscal [removed: 2021,] [added: 2022,] merchandise supplied to Ulta Beauty by our top ten brand partners accounted for approximately [removed: 56%] [added: 55%] and [removed: 54%] [added: 56%] of our net sales, respectively.

The capacity of our distribution and order fulfillment infrastructure and the performance of our distribution [removed: centers and] [added: centers,] fast fulfillment [added: centers, and market fulfillment] centers may not be adequate to support our future growth, which could prevent the successful implementation of these plans or cause us to incur excess costs to expand this infrastructure, which could have a material adverse effect on our business, financial condition, profitability, and cash flows.

We currently operate four [added: regional] distribution centers, which house the distribution operations for Ulta Beauty retail stores together with the order fulfillment operations of our e-commerce platform, [removed: and] two fast fulfillment centers (e-commerce [removed: only).][added: only), and one market fulfillment center (with a second one expected to open in fiscal 2024), which focuses on our most productive products and supports e-commerce and retail stores.]

Customer traffic and demand for our merchandise are influenced by our advertising, [removed: marketing] [added: marketing,] and promotional activities.

We use marketing, [removed: advertising] [added: advertising,] and promotional programs to attract customers through various media, including social media, websites, mobile applications, email, and print.

[removed: Negative] [added: Given the pervasive use of social media platforms, including blogs, social media websites, and other forms of internet-based and mobile communications, negative] commentary regarding us or the products we sell may be [removed: posted on social media platforms and similar devices at any time and may be] adverse to our reputation or business.

Competition for this type of personnel is intense, [removed: especially in light of the labor pressures resulting from the COVID-19 pandemic,] and we may not be successful in attracting, assimilating, and retaining the personnel required to grow and operate our business profitably.

We have [removed: a $1.0 billion] [added: an $800.0 million] secured revolving credit facility with a term expiring in March [removed: 2025.][added: 2029.]

Macroeconomic conditions, including inflation, [removed: rising] [added: elevated] interest rates and recessionary concerns, as well as [removed: ongoing] [added: continuing] labor cost pressures, [added: and] transportation and shipping cost pressures, [removed: and the COVID-19 pandemic,] have had, and may continue to have, a negative impact on our business, financial condition, profitability, and cash flows.

We expect [added: the impact of] inflationary cost pressures to continue in [removed: 2023] [added: 2024,] and we continue to closely monitor macroeconomic conditions, including customer behavior, and the impact of these factors on customer demand.

Continuing or worsening inflation, recessionary concerns and/or [removed: supply chain and labor challenges, as well as the current turmoil in the banking industry,] [added: cost pressures,] may have a material adverse impact on our business, financial condition, profitability, and/or cash flows.

Although we do not have any operations outside the United States, geopolitical events, including the ongoing [removed: conflict between Russia and] [added: conflicts in] Ukraine and the [removed: related economic sanctions by Western governments on Russia, has] [added: Middle East, have] caused greater uncertainty in the global economy and exacerbated the inflation situation.The health of the economy may affect consumer purchases of discretionary items such as beauty products and salon services, which could have a material adverse effect on our business, financial condition, profitability, and cash flows.

We appeal to a wide demographic consumer profile and offer an extensive selection of beauty products sold directly to retail [added: consumers and premium salon services.]

[removed: Additionally, volatility and disruption to the capital and credit markets may have a] significant, adverse impact on global economic conditions, resulting in inflationary or recessionary pressures and declines in consumer confidence and economic growth, which, in turn, may lead to declines in consumer spending.

We compete against a diverse group of retailers, both small and large, including regional and national department stores, specialty retailers, drug stores, mass merchandisers, high-end and discount salon chains, locally owned beauty retailers and salons, online capabilities of national retailers, pure-play e-commerce companies, [added: online marketplaces,] catalog retailers, and direct response television, including television home shopping retailers and infomercials.

Customer traffic to these shopping areas may be adversely affected by the closing of such destination retailers or anchor stores, or by a reduction in traffic to such stores resulting from a regional or global economic downturn, [removed: an outbreak of flu or other viruses,] a [added: public health crisis, a] general downturn in the local area where our store is located, or a decline in the desirability of the shopping environment of a particular power center.

[removed: Future epidemics,] [added: Epidemics,] pandemics, natural disasters, or other catastrophes or crises could have a material adverse effect on our business, financial condition, profitability, and cash flows.

Epidemics, pandemics, or other public health crises, natural disasters, such as hurricanes, tornados, wildfires, earthquakes, and mudslides, as well as acts of violence or terrorism, have resulted in the temporary closure of our stores and, in the future, could also result in physical damage to our properties, the temporary [removed: reclosing] [added: closing] of our stores, the temporary closing of our [removed: distribution and] [added: distribution,] fast [added: fulfillment, and market] fulfillment centers, the temporary lack of an adequate work force, the temporary or long-term disruption in the supply of products (or a substantial increase in the cost of those products) from domestic or foreign suppliers, the temporary disruption in the delivery of goods both to and from our [removed: distribution and] [added: distribution,] fast [added: fulfillment, and market] fulfillment centers (or a substantial increase in the cost of those deliveries), the temporary reduction in the availability of products in our stores and/or the temporary reduction in visits to stores by customers.

In addition, concern about climate change and greenhouse gases may result in new or additional legal, legislative, and/or regulatory requirements to reduce or mitigate the effects of climate change on the [added: environment.]

There is also increased focus, including by investors, guests, and other stakeholders, on climate change and other environmental, social, governance [removed: (ESG)] and sustainability matters, including single use plastic, energy, waste and worker safety.

Concern about climate change might cause consumer preferences to change, including moving away from products or ingredients considered to have high climate change impact and towards products that are more sustainably made, and we expect to incur additional costs in connection with our [removed: ESG and sustainability initiatives.][added: initiatives in this area.]

Despite the security measures we have in place and continual vigilance in regard to the protection of sensitive information, our systems and those of our third-party service providers may be vulnerable to security breaches, denial-of-service [removed: attacks ,] [added: attacks,] break-ins, phishing attacks, social engineering, acts of vandalism, computer viruses, misplaced or lost data, human errors, or other similar events.

We are subject to risks relating to our information technology systems, and any failure to adequately protect our critical information technology systems, successfully upgrade our information technology [removed: systems] [added: systems,] or any material disruption of our information systems could negatively impact financial results and materially adversely affect our business operations, particularly during the holiday season.

As the importance of our website, mobile applications, and e-commerce operations to our business continues to grow, we are increasingly vulnerable to [added: downtime and other technical failures.]

Our failure to comply with federal, state, or local requirements when we advertise our products (including prices) or services, or engage in other promotional activities, in digital (including social media), television, or print may result in enforcement actions and imposition of penalties or otherwise harm the distribution and sale of our [removed: products.​][added: products.]

Any significant interruption in the operation of our supply chain infrastructure, such as disruptions in our information systems, disruptions in operations due to fire, natural disasters, or other catastrophic

Additionally, volatility and disruption to the capital and credit markets may have a

| --- | --- | --- |

Our sourcing operations may also be hurt by health

There has been a substantial increase in the use of social media platforms, including blogs, social media websites, and other forms of internet-based and mobile communications, which allow individuals access to a broad audience of consumers and other interested persons.

​

For instance, we were negatively impacted in fiscal 2022 by persistent cost pressures, including supply chain and labor costs.

consumers and premium salon services.

The COVID-19 pandemic continues to negatively affect our business, financial condition, profitability, cash flows and supply chain.

Since the first quarter of 2020, there has been a worldwide impact from the COVID 19 pandemic.

Government authorities have taken measures to try to contain the virus, such as limiting or closing business activities, transportation and person-to-person interactions, resulting in the temporary closing of all of our stores across the U.S. on March 19, 2020.

As a result of this decision, we experienced a significant reduction in customer traffic and demand which resulted in our sales and results of operations being negatively impacted in fiscal 2020.

While we have reopened all stores and resumed our in-store services, the potential of temporary restrictions in operating hours, in-store services or reclosing of certain stores in the future is possible.

Global trade conditions and customer trends that originated during the pandemic continue to persist and may also have a long-lasting adverse impact on us independently of the progress on the pandemic.

For example, the COVID-19 pandemic and its various impacts changed consumer behavior and consumption of beauty products, at least temporarily, due to the closures of offices, retail stores and other businesses and the significant decline in social gatherings, and also resulted in inflationary pressures on wages, transportation and shipping costs, and wholesale costs, recessionary concerns and other evolving macroeconomic conditions.

The COVID 19 pandemic has had, and could continue to have, a negative impact on our business, financial condition, profitability, cash flows, and supply chain, although the full extent is still uncertain and cannot be predicted.

environment.

downtime and other technical failures.

| | ● | dividing our Board of Directors into three classes serving staggered three-year terms; |

Key aspects of our business include: a differentiated assortment of [removed: more than] [added: approximately] 25,000 beauty products across a variety of categories and price points as well as a variety of beauty services, including salon services, in more than 1,350 stores predominantly located in convenient, high-traffic locations; engaging digital experiences delivered through our website, Ulta.com, and our mobile applications; our best-in-class loyalty program that enables members to earn points for every dollar spent on products and beauty services and provides us with deep, proprietary customer insights; and our ability to cultivate human connection with warm and welcoming guest experiences across all of our channels.

The continued growth of our business and any future increases in net sales, net income, and cash flows is dependent on our ability to execute our strategic priorities: 1) drive breakthrough and disruptive growth through an expanded definition of All Things Beauty; 2) evolve the omnichannel experience through connected physical and digital ecosystems, All In Your World; 3) expand and deepen our presence across the beauty journey, [removed: solidifying] [added: positioning] Ulta Beauty at the Heart of the Beauty Community; 4) drive operational excellence and optimization; 5) protect and cultivate our world-class culture and talent; and 6) expand our environmental and social impact.

Although we do not believe inflation had a material impact on our sales during fiscal [removed: 2022,] [added: 2023,] continued pressure from inflation or other evolving macroeconomic conditions could have an adverse impact on consumer spending and could lead to a recession.

In addition, inflation could [removed: materially increase] [added: cause] the interest rates on any future [removed: debt.][added: debt to remain at an elevated level or increase.]

[added: |] Comparable sales [added: | ​ | ​ | 5.7% | ​ | ​ | 15.6% | ​ | ​ | 37.9% |]

[added: Comparable sales] include retail sales, salon services, and e-commerce.

| | ● | shipping and handling [removed: costs;] [added: costs for e-commerce orders;] |

Selling, general and administrative [added: (SG&A)] expenses include:

Interest [removed: income] [added: (income) expense] represents interest from cash [removed: equivalents and short-term] [added: equivalents, which include highly liquid] investments [added: such as money market funds and certificates of deposit] with [removed: maturities] [added: an original maturity] of [removed: twelve] [added: three] months or less from the date of purchase.

Our credit facility interest is based on a variable interest rate structure which can result in increased cost in periods of rising [added: or elevated] interest rates.

The Company’s fiscal years ended [added: February 3, 2024 (fiscal 2023),] January 28, 2023 (fiscal 2022), [added: and] January 29, 2022 (fiscal [removed: 2021), and January 30, 2021 (fiscal 2020)] [added: 2021)] were [removed: all 52-week years.][added: 53, 52, and 52 week years, respectively.]

As of [removed: January 28, 2023,] [added: February 3, 2024,] we operated [removed: 1,355] [added: 1,385] stores across 50 states.

| ​ | ​ | [removed: January 28,] [added: February 3,] | | ​ | January [removed: 29,] [added: 28,] | | ​ | January [removed: 30,] [added: 29,] | |

| (Dollars in thousands) | ​ | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | |

| Net sales | ​ | $ | [removed: 10,208,580] [added: 11,207,303] | ​ | $ | [removed: 8,630,889] [added: 10,208,580] | ​ | $ | [removed: 6,151,953] [added: 8,630,889] |

| Cost of sales | ​ | ​ | [removed: 6,164,070] [added: 6,826,203] | ​ | ​ | [removed: 5,262,335] [added: 6,164,070] | ​ | ​ | [removed: 4,202,794] [added: 5,262,335] |

| Gross profit | ​ | ​ | [removed: 4,044,510] [added: 4,381,100] | ​ | ​ | [removed: 3,368,554] [added: 4,044,510] | ​ | ​ | [removed: 1,949,159] [added: 3,368,554] |

| Selling, general and administrative expenses | ​ | ​ | [removed: 2,395,299] [added: 2,694,561] | ​ | ​ | [removed: 2,061,545] [added: 2,395,299] | ​ | ​ | [removed: 1,583,017] [added: 2,061,545] |

| Pre-opening expenses | ​ | ​ | [removed: 10,601] [added: 8,510] | ​ | ​ | [removed: 9,517] [added: 10,601] | ​ | ​ | [removed: 15,000] [added: 9,517] |

| Operating income | ​ | ​ | [removed: 1,638,610] [added: 1,678,029] | ​ | ​ | [removed: 1,297,492] [added: 1,638,610] | ​ | ​ | [removed: 236,820] [added: 1,297,492] |

| Interest (income) expense, net | ​ | ​ | [removed: (4,934)] [added: (17,622)] | ​ | ​ | [removed: 1,663] [added: (4,934)] | ​ | ​ | [removed: 5,735] [added: 1,663] |

| Income before income taxes | ​ | ​ | [removed: 1,643,544] [added: 1,695,651] | ​ | ​ | [removed: 1,295,829] [added: 1,643,544] | ​ | ​ | [removed: 231,085] [added: 1,295,829] |

| Income tax expense | ​ | ​ | [removed: 401,136] [added: 404,646] | ​ | ​ | [removed: 309,992] [added: 401,136] | ​ | ​ | [removed: 55,250] [added: 309,992] |

| Net income | ​ | $ | [removed: 1,242,408] [added: 1,291,005] | ​ | $ | [removed: 985,837] [added: 1,242,408] | ​ | $ | [removed: 175,835] [added: 985,837] |

| Number of stores end of year | ​ | ​ | [removed: 1,355] [added: 1,385] | ​ | ​ | [removed: 1,308] [added: 1,355] | ​ | ​ | [removed: 1,264] [added: 1,308] |

| (Percentage of net sales) | ​ | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | |

| Cost of sales | ​ | ​ | [removed: 60.4%] [added: 60.9%] | ​ | ​ | [removed: 61.0%] [added: 60.4%] | ​ | ​ | [removed: 68.3%] [added: 61.0%] |

| Gross profit | ​ | ​ | [removed: 39.6%] [added: 39.1%] | ​ | ​ | [removed: 39.0%] [added: 39.6%] | ​ | ​ | [removed: 31.7%] [added: 39.0%] |

| Selling, general and administrative expenses | ​ | ​ | [removed: 23.5%] [added: 24.0%] | ​ | ​ | [removed: 23.9%] [added: 23.5%] | ​ | ​ | [removed: 25.7%] [added: 23.9%] |

| Pre-opening expenses | ​ | ​ | 0.1% | ​ | ​ | 0.1% | ​ | ​ | [removed: 0.2%] [added: 0.1%] |

| Operating income | ​ | ​ | [removed: 16.1%] [added: 15.0%] | ​ | ​ | [removed: 15.0%] [added: 16.1%] | ​ | ​ | [removed: 3.9%] [added: 15.0%] |

| Interest [removed: (income) expense,] [added: income,] net | ​ | ​ | [removed: 0.0%] [added: (0.2%)] | ​ | ​ | 0.0% | ​ | ​ | [removed: 0.1%] [added: 0.0%] |

| Income before income taxes | ​ | ​ | [removed: 16.1%] [added: 15.1%] | ​ | ​ | [removed: 15.0%] [added: 16.1%] | ​ | ​ | [removed: 3.8%] [added: 15.0%] |

| Income tax expense | ​ | ​ | [removed: 3.9%] [added: 3.6%] | ​ | ​ | [removed: 3.6%] [added: 3.9%] | ​ | ​ | [removed: 0.9%] [added: 3.6%] |

| Net income | ​ | ​ | [removed: 12.2%] [added: 11.5%] | ​ | ​ | [removed: 11.4%] [added: 12.2%] | ​ | ​ | [removed: 2.9%] [added: 11.4%] |

The [removed: increase] [added: decrease] in gross profit margin was primarily due to:

[removed: Selling, general and administrative (SG&A)] [added: SG&A] expenses increased $333.8 million, or 16.2%, to $2.4 billion in fiscal 2022 compared to $2.1 billion in fiscal 2021.

The increase in net income was primarily due to a $676.0 million increase in gross profit, partially offset by a $333.8 million increase in SG&A expenses and [added: a] $91.1 million increase in income taxes.

[removed: Fiscal] [added: Fiscal] year [removed: 2021] [added: 2023] versus fiscal year [removed: 2020][added: 2022]

The total comparable sales increase of [removed: 37.9%] [added: 5.7%] in fiscal [removed: 2021,] [added: 2023,] compared to [removed: a decrease] [added: an increase] of [removed: 17.9%] [added: 15.6%] in fiscal [removed: 2020,] [added: 2022,] was driven by a [removed: 30.0%] [added: 7.4%] increase in transactions and a [removed: 6.0% increase] [added: 1.5% decrease] in average ticket.

The overall beauty market expanded in 2022 and in 2023, supported by healthy consumer engagement with the

beauty category.

In fiscal years with 53 weeks, the 53rd week of comparable sales is included in the calculation.

In the year following a 53-week year, the prior year period is shifted by one week to compare similar calendar weeks.

​

Net sales increased $998.7 million, or 9.8%, to $11.2 billion in fiscal 2023 compared to $10.2 billion in fiscal 2022.

The net sales increase was primarily due to increased comparable sales, strong new store performance, an increase of $68.3 million in other revenue and the benefit of an extra week of sales in fiscal 2023.

Net sales for the 53rd week of fiscal 2023 were approximately $181.9 million.

Gross profit increased $336.6 million, or 8.3%, to $4.4 billion in fiscal 2023, compared to $4.0 billion in fiscal 2022.

| | ● | 80 basis points of deleverage in merchandise margins driven by higher promotional activity and category mix, as well as lapping of benefits from price increases; and |

| | ● | 40 basis points of deleverage in inventory shrink; partially offset by |

| | ● | 50 basis points of leverage in other revenue primarily due to credit card income growth, an increase in royalty income from our partnership with Target, and higher loyalty point redemptions; and |

SG&A expenses increased $299.3 million, or 12.5%, to $2.7 billion in fiscal 2023 compared to $2.4 billion in fiscal 2022.

| | ● | 60 basis points of deleverage of corporate overhead primarily due to strategic investments; |

| | ● | 10 basis points of deleverage of store expenses due to ongoing inflationary pressures; and |

Pre-opening expenses decreased $2.1 million, or 19.7%, to $8.5 million in fiscal 2023 compared to $10.6 million in fiscal 2022.

Net interest income was $17.6 million in fiscal 2023 compared to $4.9 million in fiscal 2022, due to higher average interest rates on cash balances.

The lower income tax rate is primarily due to a decrease in state income taxes compared to fiscal 2022 and a tax benefit from the income tax accounting for stock-based compensation.

Net income increased $48.6 million to $1.3 billion in fiscal 2023 compared to $1.2 billion in fiscal 2022.

| Operating lease obligations (1) | ​ | $ | 2,289,652 | ​ | $ | 351,517 | ​ | $ | 755,334 | ​ | $ | 545,888 | ​ | $ | 636,913 |

| Purchase obligations | ​ | ​ | 55,587 | ​ | ​ | 39,954 | ​ | ​ | 15,633 | ​ | ​ | — | ​ | ​ | — |

| Total (2) | ​ | $ | 2,345,239 | ​ | $ | 391,471 | ​ | $ | 770,967 | ​ | $ | 545,888 | ​ | $ | 636,913 |

The decrease in net cash provided by operating activities in fiscal 2023 compared to fiscal 2022 is mainly due to the timing of accrued liabilities, accounts payable, receivable collections, prepaid income taxes, and prepaid expenses and other current assets and a larger increase in merchandise inventories in fiscal 2023, partially offset by the increase in net income and non-cash lease expense.

| | ● | $13 million increase in distribution center inventory primarily due to the opening of the new market fulfillment center in Greer, SC. |

| --- | --- | --- |

The increase in non-cash lease expense was primarily due to an increase in tenant allowances.

| ​ | ​ | 2024 | ​ | 2023 | ​ | 2022 |

The 2022 Share Repurchase Program did not have an expiration date but provided for suspension or discontinuation at any time.

| ​ | ​ | February 3, | | ​ | January 28, | | ​ | January 29, | |

On March 12, 2024, the Board of Directors authorized a new share repurchase program (the 2024 Share Repurchase

Program) pursuant to which the Company may repurchase up to $2.0 billion of the Company’s common stock.

The 2024

Share Repurchase Program authorization revokes the previously authorized but unused amounts from the 2022 Share

Repurchase Program.

discontinued at any time.

receivables.

Recent accounting pronouncements not yet adopted

See Note 2 to our consolidated financial statements, “Summary of significant accounting policies – Recent accounting pronouncements not yet adopted.”

Impact of COVID-19

We closely monitor the continuing impact of COVID-19 on all facets of our business.

While operations during fiscal 2022 did not appear to be negatively impacted, the COVID-19 pandemic and the conditions and trends that originated during the pandemic could have negative impacts in the future.

The extent of the impact of the pandemic and the conditions and trends that originated during the pandemic on our future business and financial results will depend on, among other things, the potential of temporary restrictions on operating hours, in-store services or reclosing of certain stores or other facilities of ours or our brand partners and other suppliers, supply chain disruptions, increased transportation and shipping costs, higher wholesale costs, increased labor costs, and the duration, timing and severity of the impact of the foregoing on consumer spending.

However, the COVID-19 pandemic and its various impacts changed consumer behavior and consumption of beauty products, at least temporarily, due to the closures of offices, retail stores, and other businesses and the significant decline in travel, entertainment and social gatherings.

The overall beauty market declined in 2020, stabilized in 2021, and expanded in 2022, as consumers resumed in-person shopping while maintaining some of their online shopping behaviors.

Impairment, restructuring and other costs include long-lived asset impairment charges, restructuring costs associated with store closings, costs associated with the suspension of our Canadian expansion, and employee related severance costs.

Interest (income) expense, net includes both interest income and expense.

| Impairment, restructuring and other costs | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 114,322 |

| Comparable sales | ​ | ​ | 15.6% | ​ | ​ | 37.9% | ​ | ​ | (17.9%) |

| Impairment, restructuring and other costs | ​ | ​ | 0.0% | ​ | ​ | 0.0% | ​ | ​ | 1.9% |

Interest expense represents interest on borrowings and fees related to the credit facility.

Net sales increased $2.5 billion, or 40.3%, to $8.6 billion in fiscal 2021 compared to $6.2 billion in fiscal 2020.

The net sales increase was primarily due to the favorable impact from stronger consumer confidence, government stimulus payments, and the easing of COVID-19 restrictions, and an increase of $15.1 million in other revenue.

Gross profit increased $1.4 billion, or 72.8%, to $3.4 billion in fiscal 2021, compared to $1.9 billion in fiscal 2020.

| | ● | 190 basis points of improvements in merchandise margins driven by lower promotional activity and cost optimization efforts; |

| | ● | 140 basis points of leverage due to favorable channel mix shifts; and |

| | ● | 100 basis points of leverage in salon expenses attributed to the impact of higher sales. |

SG&A expenses increased $0.5 billion, or 30.2%, to $2.1 billion in fiscal 2021 compared to $1.6 billion in fiscal 2020.

| | ● | 180 basis points of leverage of corporate overhead due to higher sales; |

| | ● | 80 basis points of deleverage due to less employee retention credits received under the Coronavirus Aid, Relief and Economic Security Act (CARES Act); and |

Impairment, restructuring and other costs

There were no impairment, restructuring and other costs recognized in fiscal 2021 compared to $114.3 million for fiscal 2020, which consisted of $41.9 million due to the impairment of tangible long-lived assets and operating lease assets associated with certain retail stores, $29.1 million related to the suspension of the planned expansion to Canada, $27.5 million related to the permanent closure of 19 stores, and $15.8 million of severance charges.

Pre-opening expenses decreased $5.5 million, or 36.6%, to $9.5 million in fiscal 2021 compared to $15.0 million in fiscal 2020 due to current year real estate activity and stores expected to open in the first quarter of fiscal 2022 compared to the first quarter of fiscal 2021.

Interest expense, net was $1.7 million in fiscal 2021 compared to $5.7 million of interest expense, net in fiscal 2020.

Interest income results from short-term investments.

The higher income tax expense is primarily due to higher operating income compared to fiscal 2020.

Net income increased $810.0 million to $985.8 million in fiscal 2021 compared to $175.8 million in fiscal 2020.

| Operating lease obligations (1) | ​ | $ | 2,211,981 | ​ | $ | 342,680 | ​ | $ | 719,329 | ​ | $ | 564,184 | ​ | $ | 585,788 |

| Purchase obligations | ​ | ​ | 111,233 | ​ | ​ | 63,419 | ​ | ​ | 46,225 | ​ | ​ | 1,589 | ​ | ​ | — |

| Total (2) | ​ | $ | 2,323,214 | ​ | $ | 406,099 | ​ | $ | 765,554 | ​ | $ | 565,773 | ​ | $ | 585,788 |

The increase in net cash provided by operating activities in fiscal 2021 relative to fiscal 2020 was primarily due to the increase in net income and deferred revenue, partially offset by higher merchandise inventories, higher cash outflow from higher income taxes, and lower long-lived asset impairment charges compared to fiscal 2020.

| (Dollars in millions) | | 2023 | | ​ | 2022 | | ​ | 2021 | |

During fiscal 2020, we recognized $72.5 million of impairment of long-lived tangible and right-of-use assets which consisted of $41.9 million due to the carrying values of certain long-lived assets exceeding their respective fair values, $19.6 million related to the suspension of the planned expansion to Canada, and $11.0 million related to the permanent closure of 19 stores.

The estimated tax benefit of an uncertain tax position is

We did not have any outstanding borrowings on our credit facility as of [added: February 3, 2024,] January 28, 2023, [removed: January 29, 2022] or January [removed: 30, 2021.][added: 29, 2022.]

We continually monitor this risk and may develop strategies to manage it.

​

One-of-a-kind Assortment. We offer guests a differentiated assortment of [removed: more than] [added: approximately] 25,000 products from [removed: more than] [added: approximately] 600 [removed: well-established] [added: established] and emerging beauty brands across a variety of categories and price points.

We believe we offer the widest selection of beauty categories, [removed: including prestige and] [added: from] mass [added: to prestige price points, across] cosmetics, fragrance, haircare, [removed: prestige and mass] skincare, bath and body products, professional hair products, and salon styling tools.

In addition to our free-standing [removed: locations] [added: locations, through our partnership with Target Corporation] we have more than [removed: 350] [added: 500] Ulta Beauty at Target shop-in-shops which provide guests with a highly-curated, prestige beauty assortment in a unique and elevated presentation in 1,000 square feet of dedicated space within certain Target locations.

Leading Digital Experiences. Through our website, Ulta.com, and our mobile applications, we offer guests convenient, [removed: interactive] [added: interactive,] and personalized digital experiences.

Best-in-Class Loyalty Program. Our best-in-class loyalty program, [removed: Ultamate] [added: Ulta Beauty] Rewards, enables members to earn points for every dollar spent on products and beauty services at Ulta Beauty, through purchases on our private label and co-branded credit cards, and purchases at Ulta Beauty at Target.

We define our target consumer as a beauty enthusiast, a consumer who is passionate about the beauty category, uses beauty for self-expression, experimentation, and self-investment, and has high expectations for the [removed: shopping experience.]

Evolve the omnichannel experience through connected physical and digital ecosystems, All In Your World. Our guest insights and member data confirm that beauty enthusiasts prefer to transact in physical stores, where they can discover and [removed: interact] [added: engage] with products and other beauty enthusiasts.

To drive greater guest engagement across all channels, we intend to expand our physical footprint, continue to differentiate our service offerings, and [removed: grow] [added: expand] our [removed: buy anywhere, fill anywhere] [added: order fulfillment] capabilities while further enhancing our digital and mobile experiences and driving competitive advantage through digital innovation.

Expand and deepen our presence across the beauty journey, [removed: solidifying] [added: positioning] Ulta Beauty at the Heart of the Beauty Community. To understand longer-term shifts in consumer values, perceptions, and behaviors, as well as of-the-moment insights, we have developed a robust consumer research capability.

In addition, with more than 95% of total sales coming from our [removed: 40.2] [added: 43.3] million active [removed: Ultamate] [added: Ulta Beauty] Rewards loyalty program members, we have unique insights about customer preferences and behavior.

To expand Ulta Beauty’s reach, relevancy, and guest engagement, we [removed: intend to amplify] [added: are amplifying] our brand purpose; [removed: build] [added: building] a creator and content ecosystem to deliver compelling, relevant beauty entertainment; [removed: drive further innovation in our Ultamate Rewards program; and use] [added: using] our member data to increase personalization, drive conversion, and support our [removed: brands.][added: brands; and recently introduced further innovation in our Ulta Beauty Rewards program.]

[removed: Our vision is to] expand and deepen our presence across the beauty journey to [removed: increase] [added: drive] consumer acquisition and [removed: drive] [added: increase] guest engagement, loyalty, and share of wallet.

Drive operational excellence and optimization. Similar to other retailers, we are experiencing persistent cost pressures from macroeconomic trends, including [removed: rising] [added: higher] wage rates and [removed: higher] transportation and shipping costs.

[added: To mitigate the impact of these pressures and] support our future growth, we have developed a continuous improvement capability to identify and activate meaningful, cross-functional process optimization opportunities; we are upgrading our enterprise resource planning platform to increase efficiency and support future growth; [added: we are building a modern ecosystem for future analytics] and [added: data-driven decisioning capabilities; and] we are enhancing our supply chain network to increase agility, speed and cost-efficiency.

In [removed: 2022,] [added: 2023,] this market represented approximately [removed: $172] [added: $181] billion in sales, according to forecasted Euromonitor International and IBIS World Inc. In [removed: 2022,] [added: 2023,] the beauty products industry totaled approximately [removed: $104] [added: $112] billion and included cosmetics, haircare, fragrance, bath and body, skincare, salon styling tools, and other toiletries.

We estimate that Ulta Beauty had only a 9% share of the [removed: $104] [added: $112] billion beauty product industry.

In [removed: 2022,] [added: 2023,] the salon services industry totaled approximately [removed: $68] [added: $69] billion and included hair, skin, and nail services.

We have full-service hair salons in substantially every store and operate brow bars in most of our stores, as well as makeup [added: and ear piercing] services through our salons.

Our major competitors for prestige and mass products include traditional department stores, specialty stores, grocery stores, drug stores, mass merchandisers, and the online capabilities of national retailers and brands, as well as pure-play e-commerce [removed: companies.][added: companies and online marketplaces.]

We are committed to meeting guests where and how they want to shop and strive to offer guests a compelling, personalized shopping experience through our stores, digital [removed: platform,] [added: platforms,] and partnerships.

In our fiscal year ended [removed: January, 28, 2023] [added: February 3, 2024] (fiscal [removed: 2022),] [added: 2023),] 76% of our loyalty members transacted with us solely in one of our stores.

Our retail store concept, including physical layout, displays, lighting, and quality of finishes, has changed over time to reflect the [removed: rising expectations] [added: evolution] of [removed: our guests] [added: guest preferences] and our [removed: evolving] merchandising and operating strategies.

Our current Ulta Beauty store [removed: format] [added: prototype] includes an open and modern salon area, with most of our stores offering brow services on the salon floor.

We employ highly skilled, licensed professional stylists and estheticians who offer services as well as educational experiences, including consultations, styling lessons, makeup applications, skincare [removed: regimens,] [added: services,] and at-home care recommendations.

| ​ | | [removed: January 28,] [added: February 3,] | | January [removed: 29,] [added: 28,] | | January [removed: 30,] [added: 29,] |

| ​ | ​ | [removed: 2023] [added: 2024] | ​ | [removed: 2022] [added: 2023] | ​ | [removed: 2021] [added: 2022] |

| Total stores beginning of period | ​ | [removed: 1,308] [added: 1,355] | ​ | [removed: 1,264] [added: 1,308] | ​ | [removed: 1,254] [added: 1,264] |

| Stores opened | ​ | [removed: 47] [added: 33] | ​ | [removed: 48] [added: 47] | ​ | [removed: 30] [added: 48] |

| Stores closed | ​ | [removed: –] [added: (3)] | ​ | [removed: (4)] [added: –] | ​ | [removed: (20)] [added: (4)] |

| Total stores end of period | ​ | [removed: 1,355] [added: 1,385] | ​ | [removed: 1,308] [added: 1,355] | ​ | [removed: 1,264] [added: 1,308] |

| Total square footage | ​ | [removed: 14,200,403] [added: 14,515,593] | ​ | [removed: 13,770,438] [added: 14,200,403] | ​ | [removed: 13,291,838] [added: 13,770,438] |

| Average square footage per store | ​ | [removed: 10,480] [added: 10,481] | ​ | [removed: 10,528] [added: 10,480] | ​ | [removed: 10,516] [added: 10,528] |

| Stores remodeled | ​ | [removed: 20] [added: 18] | ​ | [removed: 9] [added: 20] | ​ | [removed: –] [added: 9] |

| Stores relocated | ​ | [removed: 12] [added: 7] | ​ | [removed: 7] [added: 12] | ​ | [removed: 5] [added: 7] |

Our real estate vision is to make Ulta Beauty accessible and convenient to more consumers across a variety of [removed: markets,] [added: markets] and is a key driver of how we plan to expand our market share over time.

The average investment required to open a new Ulta Beauty store is approximately [removed: $1.7] [added: $2.0] million, which includes capital investments, net of landlord contributions, pre-opening expenses, and initial inventory, net of payables.

[removed: In the new layout, categories] flow from prestige to mass with delineated fixturing showcasing each segment.

In addition, [removed: we are adding several] [added: this new layout] features [removed: including] elevated gondolas to showcase key, iconic, and service brands and new Beauty Bars that offer our brow and makeup [removed: services as well as supporting] [added: services, support] in-store [removed: events] [added: events,] and highlight beauty-in-action.

In fiscal [removed: 2022, 17%] [added: 2023, 18%] of our loyalty members shopped both in Ulta Beauty stores and through our digital platforms.

We continue to improve our order fulfillment capabilities with increased speed of delivery through existing distribution centers, fast fulfillment centers (e-commerce only), [added: market fulfillment centers,] and select retail stores, through more efficient processes designed for e-commerce order [removed: fulfillment, and starting in 2023, our first market fulfillment center.][added: fulfillment.]

shopping experience.

The COVID-19 pandemic and subsequent recovery drove unprecedented disruption which provided beauty enthusiasts the opportunity to develop new beauty regimens, many of which consumers are sustaining.

Despite the disruption caused by the pandemic, beauty enthusiasts continue to demonstrate their commitment to the in-person shopping experience, while also embracing the use of online shopping to supplement discovery and convenience.

At the same time, rising competitive pressures and a dynamic operating environment will require strong execution and continued investment and innovation to further our leadership position.

Our vision is to

In the new layout, categories

As part of our digital store transformation, during fiscal 2023 we substantially completed a large-scale upgrade of our end-to-end e-commerce platform and migrated to a new modernized platform to enable a more seamless guest experience.

maintain the beauty of our environment and minimize our impact on the world around us by offering sustainable packaging.

of Stores, who in turn reports to the Chief Store Operations Officer, who in turn reports to the President and Chief Operating Officer, who in turn reports to the Chief Executive Officer.

A critical way we achieve this is by educating all associates on the lived

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- |

In fiscal 2021, we began a multi-year strategic investment agenda to upgrade key elements of our technology infrastructure including upgrading our our enterprise resource planning platform and refreshing our POS system in all stores, driving our digital store transformation, and building a modern ecosystem for future analytics and data-driven decisioning capabilities.

Collectively, these investments are aimed at providing a flexible and scalable operating environment allowing for greater business efficiency and enhancing the guest experience.

Also see “Cybersecurity” included as part of Item 1C.

of this Annual Report on Form 10-K.

In addition, our filings with

Despite the unprecedented disruption and sustaining effects resulting from the COVID-19 pandemic, consumers demonstrated their commitment to beauty as they resumed in-person shopping with enthusiasm, while also maintaining some of their online shopping behaviors, however the operational and competitive landscape remains dynamic, and persistent cost pressures, including supply chain and labor costs, remain a challenge.

To mitigate the impact of these pressures and

community.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- |

Our marketing program has been effective in communicating with our existing online, mobile, and retail guests in a targeted and relevant way.

focus on guest perspectives and reinforce key takeaways.

In fiscal 2022, associates participated in our Inclusion in Action training to reinforce inclusivity and address unconscious bias.

We depend on a variety of information systems and technologies (including cloud technologies) to maintain and improve our competitive position and to manage the operations of our growing store base.

We rely on computer systems to provide information for all areas of our business, including supply chain, merchandising, POS, e-commerce, marketing, finance, accounting, and human resources.

Our core business systems consist mostly of purchased software programs that integrate together and with our internally developed software solutions.

Our technology also includes a company-wide network that connects all corporate users, stores, and our distribution center infrastructure and provides communications for continual polling of sales and merchandise movement at the store level.

We manage data security and privacy at the highest levels.

Our Board of Directors is actively engaged in oversight of cybersecurity, and it is part of the charter of our Audit Committee.

Our Chief Information Officer and Chief Executive Officer keep the Board informed on cybersecurity and privacy matters throughout the year.

Our Security Operations Center constantly and proactively monitors our network and application landscape for threats and anomalies.

We have established processes for sharing data and performing third-party risk assessment and regular disaster recovery planning and response readiness testing.

Our security approach also includes multiple layers of defense and testing of controls.

We have strengthened our data protection capabilities through investments and training.

All Ulta Beauty associates have a role as stewards of company data, and we educate them on how to keep data safe.

As part of our annual code of business conduct training, we train associates on how to keep devices and data safe in public places; how to avoid security threats and phishing scams; how to maintain a secure workplace; and everyday practices that help maintain the security of corporate digital devices, data and systems.

In fiscal 2021, we began a multi-year upgrade of our enterprise resource planning platform which will provide a flexible and scalable operating environment allowing for greater business efficiency.

Fragrance (and design).

See Note [removed: 10] [added: 9] to our consolidated financial statements, “Commitments and contingencies - General litigation,” for information on legal proceedings.

For the fiscal year ended [removed: January 28, 2023][added: February 3, 2024]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or [added: an] emerging growth company.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to [removed: 240.10D-1(b).][added: §240.10D-1(b).]

The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of the common stock on July [removed: 29, 2022,] [added: 28, 2023,] as reported on the NASDAQ Global Select Market, was approximately [removed: $16,116,323,000.][added: $17,547,227,000.]

The number of shares of the registrant’s common stock, par value $0.01 per share, outstanding as of March [removed: 20, 2023] [added: 22, 2024] was [removed: 50,195,089] [added: 48,268,744] shares.

Information required in response to Part III of Form 10-K is hereby incorporated by reference from portions of the registrant’s Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders.

Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended [removed: January 28, 2023.][added: February 3, 2024.]

| [Forward Looking Statements](#Forward_looking_statements) | | | | [removed: 1] [added: 4] |

| [Item 1.](#Item1Business_571097) | ​ | [Business](#Item1Business_571097) | ​ | [removed: 2] [added: 5] |

| [Item 1A.](#Item1ARiskFactors_628368) | ​ | [Risk Factors](#Item1ARiskFactors_628368) | ​ | [removed: 14] [added: 17] |

| [Item 1B.](#Item1BUnresolvedStaffComments_655706) | ​ | [Unresolved Staff Comments](#Item1BUnresolvedStaffComments_655706) | ​ | [removed: 25] [added: 27] |

| [Item 2.](#Item2Properties_676325) | ​ | [Properties](#Item2Properties_676325) | ​ | [removed: 26] [added: 30] |

| [Item 3.](#Item3LegalProceedings_817269) | ​ | [Legal Proceedings](#Item3LegalProceedings_817269) | ​ | [removed: 27] [added: 31] |

| [Item 4.](#Item4MineSafetyDisclosures_491985) | ​ | [Mine Safety Disclosures](#Item4MineSafetyDisclosures_491985) | ​ | [removed: 27] [added: 31] |

| [Item 4A.](#Item4A) | ​ | [Executive Officers](#Item4A) | ​ | [removed: 27] [added: 31] |

| [Item 5.](#Item5MarketforRegistrantsCommonEquityRel) | ​ | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#Item5MarketforRegistrantsCommonEquityRel) | ​ | [removed: 28] [added: 33] |

| [Item 6.](#Item6_835160) | ​ | [\[Reserved\]](#Item6_Reserved) | ​ | [removed: 31] [added: 35] |

| [Item 7.](#Item7_651497) | ​ | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item7_651497) | ​ | [removed: 31] [added: 36] |

| [Item 7A.](#Item7AQuantitativeandQualitativeDisclosu) | ​ | [Quantitative and Qualitative Disclosures about Market Risk](#Item7AQuantitativeandQualitativeDisclosu) | ​ | [removed: 43] [added: 48] |

| [Item 8.](#Item8FinancialStatementsandSupplementary) | ​ | [Financial Statements and Supplementary Data](#Item8FinancialStatementsandSupplementary) | ​ | [removed: 43] [added: 49] |

| [Item 9.](#Item9ChangesinandDisagreementswithAccoun) | ​ | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#Item9ChangesinandDisagreementswithAccoun) | ​ | [removed: 43] [added: 79] |

| [Item 9A.](#Item9AControlsandProcedures_91034) | ​ | [Controls and Procedures](#Item9AControlsandProcedures_91034) | ​ | [removed: 43] [added: 79] |

| [Item 9B.](#Item9BOtherInformation_494278) | ​ | [Other Information](#Item9BOtherInformation_494278) | ​ | [removed: 44] [added: 79] |

| [Item 9C.](#_Item_9C._) | ​ | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#_Item_9C._) | ​ | [removed: 44] [added: 80] |

| [Item 10.](#Item10DirectorsExecutiveOfficersandCorpo) | ​ | [Directors, Executive Officers and Corporate Governance](#Item10DirectorsExecutiveOfficersandCorpo) | ​ | [removed: 44] [added: 80] |

| [Item 11.](#Item11ExecutiveCompensation_650349) | ​ | [Executive Compensation](#Item11ExecutiveCompensation_650349) | ​ | [removed: 44] [added: 80] |

| [Item 12.](#Item12SecurityOwnershipofCertainBenefici) | ​ | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12SecurityOwnershipofCertainBenefici) | ​ | [removed: 45] [added: 80] |

| [Item 13.](#Item13CertainRelationshipsandRelatedTran) | ​ | [Certain Relationships and Related Transactions, and Director Independence](#Item13CertainRelationshipsandRelatedTran) | ​ | [removed: 45] [added: 80] |

| [Item 14.](#Item14PrincipalAccountantFeesandServices) | ​ | [Principal Accountant Fees and Services](#Item14PrincipalAccountantFeesandServices) | ​ | [removed: 45] [added: 80] |

| [Item 15.](#Item15ExhibitsandFinancialStatementSched) | ​ | [Exhibits and Financial Statement Schedules](#Item15ExhibitsandFinancialStatementSched) | ​ | [removed: 46] [added: 81] |

| [Item 16.](#Item16_10KSummary) | ​ | [Form 10-K Summary](#Item16_10KSummary) | ​ | [removed: 79] [added: 84] |

| [Signatures](#Signatures) | | | ​ | [removed: 80] [added: 85] |

| | ● | macroeconomic conditions, including inflation, [removed: rising] [added: elevated] interest rates and recessionary concerns, as well as [removed: ongoing] [added: continuing] labor cost pressures, [added: and] transportation and shipping cost pressures, [removed: and the COVID-19 pandemic,] have had, and may continue to have, a negative impact on our business, financial condition, profitability, and cash flows (including future uncertain impacts); |

| | ● | the ability to execute our operational excellence priorities, including continuous improvement, Project SOAR [removed: (our] [added: (the] replacement [added: of our] enterprise resource planning platform), and supply chain optimization; |

| | ● | the possibility of significant interruptions in the operations of our distribution [removed: and] [added: centers,] fast fulfillment [added: centers, and market fulfillment] centers; |

| | ● | changes in the good relationships we have with our brand [removed: partners] [added: partners, our ability to continue to obtain sufficient merchandise from our brand partners,] and/or our ability to continue to offer permanent or temporary exclusive products of our brand partners; |

| | ● | [removed: future] epidemics, pandemics or natural [removed: disasters] [added: disasters, which] could negatively impact sales; |

| | ● | a decline in operating results [removed: may] [added: which could] lead to asset impairment and store closure charges; and |

| | ● | other risk factors detailed in our public filings with the Securities and Exchange Commission (the SEC), including risk factors contained in Item 1A, “Risk Factors” of this Annual Report on Form 10-K for the year ended [removed: January 28, 2023,] [added: February 3, 2024,] as such may be amended or supplemented in our subsequently filed Quarterly Reports on Form 10-Q. |

| [Item 1C.](#Item1CCybersecurity) | ​ | [Cybersecurity](#Item1CCybersecurity) | ​ | 27 |

| ​ | ​ | ​ | ​ | ​ |

| ​ | | | ​ | ​ |

| | ● | our ability to effectively manage our inventory and protect against inventory shrink; |

| --- | --- | --- |

We depend on a variety of information systems and technologies to maintain and improve our competitive position and to manage the operations of our business, including supply chain, merchandising, point of sale, e-commerce, marketing, finance, accounting, and human resources.

Our core business systems consist mostly of purchased software programs that integrate together with our internally developed software solutions across a company-wide network that connects all corporate users, stores, and our distribution center infrastructure.

We manage data security and privacy at the highest levels.

The Company’s Board of Directors oversees an enterprise-wide approach to risk management (ERM), designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance stockholder value.

Management is responsible for the Company’s day-to-day risk management activities and processes, and our Board’s role is to engage in informed oversight of, and provide guidance with respect to, such risk management activities and processes.

The Company’s cybersecurity policies, standards, and practices are fully integrated into the Company’s ERM program and are based on recognized frameworks established by the National Institute of Standards and Technology, the

International Organization for Standardization and other applicable industry standards.

In general, the Company seeks to address cybersecurity risks through a comprehensive, proactive cross-functional approach that is focused on preserving the confidentiality, security, and availability of the information that the Company collects and stores by identifying, preventing, and mitigating cybersecurity threats and effectively responding to cybersecurity incidents if they occur.

​

Risk Management and Strategy

As one of the critical elements of the Company’s overall ERM approach, the Company’s cybersecurity program is focused on the following key areas:

Collaborative Approach. The Company has implemented a comprehensive, cross-functional approach to identifying, preventing, and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt identification and escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner.

Technical Safeguards. The Company’s Security Operations Center, led by our Vice President IT Risk Management (Chief Information Security Officer), constantly and proactively monitors our network and application landscape for threats and anomalies.

The Security Operations Center deploys technical safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence.

Incident Response Plan.

The Company has established and maintains a comprehensive incident response plan that addresses the Company’s response to a cybersecurity incident.

Third-Party Risk Management. The Company maintains a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers, and other external users of the Company’s systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems.

Training. All Ulta Beauty associates have a role as stewards of Company data, and we educate them on how to keep data safe.

As part of the Company’s annual security awareness training and regular training around phishing, we train associates on how to keep devices and data safe in public places; how to avoid security threats and phishing scams; how to maintain a secure workplace; and everyday practices that help maintain the security of corporate digital devices, data and systems.

The Company engages in the periodic assessment and testing of the Company’s policies, standards, processes, and practices that are designed to address cybersecurity threats and incidents.

We assess ourselves against the National Institute of Standards and Technology Cybersecurity Framework, Payment Card Industry Data Security Standard and management’s defined technology controls to support internal controls over financial reporting.

These efforts include a wide range of activities, including audits, assessments, tabletop exercises, threat modeling, vulnerability testing, and other exercises focused on evaluating the effectiveness of our cybersecurity measures and planning.

The Company regularly engages third parties to perform assessments on our cybersecurity measures, including information security maturity assessments, audits, and independent reviews of our information security control environment and operating effectiveness, including network penetration assessments.

The results of such assessments, audits, and reviews are reported to the Audit Committee of the Board and the Board of Directors, and the Company adjusts its cybersecurity policies, standards, processes, and practices as necessary based on the information provided by these assessments, audits, and reviews.

In the last three fiscal years, the Company has not experienced any material cybersecurity incidents, and expenses incurred from cybersecurity incidents were immaterial.

Cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected or are not reasonably likely to materially affect the Company, including its business strategy, results of operations or financial condition.

Also see “Information Security, Cybersecurity, Data Privacy, Regulatory and Legal Risks” included as part of Item 1A.

Risk Factors of this Annual Report on Form 10-K, which disclosures are incorporated by reference herein.

Governance

The Company’s Board of Directors is actively engaged in oversight of cybersecurity, and it is part of the responsibilities of our Audit Committee.

The Company’s Chief Technology and Information Officer (CTIO) and Chief Executive Officer keep the Board informed on cybersecurity and privacy matters throughout the year, which address a wide range of topics including recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends, and information security considerations arising with respect to the Company’s peers and third parties.

The Board and the Audit Committee also receive prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding any such incident until it has been addressed.

The Company’s cybersecurity risk management and strategy processes, which are discussed in greater detail above, are led by our CTIO and our Vice President IT Risk Management.

The Company’s CTIO works collaboratively across the Company to implement a program designed to protect the Company’s information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with the Company’s incident response plans.

To facilitate the success of the Company’s cybersecurity risk management program, we have a unified and centrally coordinated team, led by our Vice President IT Risk Management, that is responsible for implementing and maintaining centralized cybersecurity and data protection practices in close coordination with senior leadership and other teams across Ulta Beauty.

Reporting to our Vice President IT Risk Management are a number of trained cybersecurity professionals.

In addition to our extensive in-house cybersecurity capabilities, at times we also engage consultants, auditors, or other third parties to assist with assessing, identifying, and managing cybersecurity risks.

The Company’s CTIO leads the core elements of Ulta Beauty’s IT and Digital functions, including IT infrastructure, systems and security, digital experience and operations, and consumer technology.

He has served in various roles in information technology and information security for over 30 years, including serving as the Global Chief Technology Officer of a large public company prior to joining the Company.

The Vice President IT Risk Management leads our information risk management organization responsible for overseeing the Company’s information security program.

As of [removed: January 28, 2023,] [added: February 3, 2024,] we operated [removed: 1,355] [added: 1,385] retail stores across 50 states, as shown in the table below:

| Alabama | ​ | [removed: 24] [added: 25] | ​ | Montana | ​ | 6 |

| Arizona | ​ | [removed: 33] [added: 35] | ​ | Nevada | ​ | 16 |

| California | ​ | [removed: 168] [added: 170] | ​ | New Jersey | ​ | [removed: 44] [added: 45] |

| Colorado | ​ | [removed: 26] [added: 27] | ​ | New Mexico | ​ | 7 |

| Delaware | ​ | 4 | ​ | North Carolina | ​ | [removed: 43] [added: 45] |

| Florida | ​ | [removed: 92] [added: 99] | ​ | North Dakota | ​ | 4 |

| Georgia | ​ | 43 | ​ | Ohio | ​ | [removed: 45] [added: 46] |

| Kentucky | ​ | [removed: 15] [added: 16] | ​ | Tennessee | ​ | [removed: 29] [added: 31] |

| Louisiana | ​ | 18 | ​ | Texas | ​ | [removed: 126] [added: 131] |

| Massachusetts | ​ | [removed: 25] [added: 27] | ​ | Virginia | ​ | [removed: 32] [added: 33] |

| Minnesota | ​ | [removed: 19] [added: 20] | ​ | West Virginia | ​ | 7 |

| Mississippi | ​ | 12 | ​ | Wisconsin | ​ | [removed: 20] [added: 21] |

The general [removed: location and] [added: location,] approximate size, and lease expiration date for each distribution center (DC), fast fulfillment center (FFC) and market fulfillment center (MFC) at [removed: January 28, 2023,] [added: February 3, 2024,] are set forth below:

| Greer, South Carolina [removed: (1)] | ​ | MFC | ​ | 303,580 | ​ | May 31, 2033 |

| | (1) | Expected to open in fiscal [removed: 2023.] [added: 2024.] |

The corporate office is approximately [removed: 341,000] [added: 349,000] square feet with lease terms expiring in 2028.

| ​ | ​ | ​ | ​ | Total | ​ | 1,385 |

| Bolingbrook, Illinois (1) | ​ | MFC | ​ | 321,132 | ​ | July 31, 2033 |

| ​ | ​ | ​ | ​ | Total | ​ | 1,355 |

The names of our executive officers, their ages and their positions [added: (as of February 3, 2024)] are shown below:

| David C. Kimbell | ​ | [removed: 56] [added: 57] | ​ | Chief Executive Officer and member of the Board of Directors |

| Scott M. Settersten | ​ | [removed: 62] [added: 63] | ​ | Chief Financial Officer, Treasurer and Assistant Secretary |

| Jodi J. Caro | ​ | [removed: 57] [added: 58] | ​ | General Counsel, Chief Risk & Compliance Officer and Corporate Secretary |

| Anita J. Ryan | ​ | [removed: 58] [added: 59] | ​ | Chief Human Resources Officer |

| Kecia L. Steelman | ​ | [removed: 52] [added: 53] | ​ | [added: President and] Chief Operating Officer |

Prior to joining Ulta Beauty, he served as Chief Marketing Officer and Executive Vice President at U.S. Cellular, Chief Marketing Officer [added: and Senior Vice President] of Seventh Generation, Vice President of Marketing at PepsiCo, and held a number of brand management roles in the Beauty Division of The Procter and Gamble [removed: Company from 1995 to]

Mr. Settersten oversees the company’s finance, accounting, tax, treasury, procurement, internal audit, [removed: loss prevention,] investor relations, and real estate teams, including the optimization of the company’s store fleet.

Ms. Caro oversees Ulta Beauty’s Legal, Risk & Governance Services team in delivering legal, governance, compliance, risk [removed: management] [added: management,] and [removed: property management services, as well as leading all Environmental, Social,] [added: environmental, health] and [removed: Governance efforts.][added: safety services.]

[removed: Ms. Caro] [added: She] is also Vice-Chair of the Retail Litigation Center and serves on the Chicago-Kent College of Law Board of Advisors as well as the [removed: board of directors] [added: Leadership Council] for Communities in Schools of Chicago.

Prior to [added: her more than 20-year career at] Ulta Beauty, Ms. Ryan began her career in the grocery industry [added: where she held numerous operations leadership roles] before transitioning to human resources.

_Kecia Steelman._ Ms. Steelman was named [added: President and] Chief Operating Officer in [added: September 2023, and Chief Operating Officer in] June 2021.

Ms. Steelman [removed: oversees] [added: has responsibility for corporate strategy, information technology,] store and services operations, supply chain, Ulta Beauty at Target, [added: loss prevention,] and enterprise-wide [added: transformation and] optimization efforts.

Company from 1995 to 2001.

Mr. Kimbell was appointed to the board of directors for Best Buy in 2023.

Ms. Caro also leads the Company’s Environmental, Social, and Governance efforts, including responsilibity for the Ulta Beauty Charitable Foundation.

Ms. Caro serves on the Advisory Board for Markaaz, Inc., a privately held financial services company.

Ms. Ryan is responsible for Ulta Beauty’s Human Resources strategy and innovation, including oversight of the Company’s people success business partner team and centers of excellence in talent acquisition; associate care and support; leadership and organization development; diversity, equity, and inclusion; compliance; internal communications and training for the enterprise.

Ms. Ryan currently serves on the board of directors of Skills for Chicagoland’s Future.

2001.

Ms. Ryan oversees all human resources activities, including talent acquisition, total rewards, DEI, associate relations, compliance, and training, as well as oversees all strategic internal communications.

The last reported sale price of our common stock on the NASDAQ Global Select Market on March [removed: 20, 2023] [added: 22, 2024] was [removed: $510.23] [added: $520.37] per share.

As of March [removed: 20, 2023,] [added: 22, 2024,] we had 27 holders of record of our common stock.

The following table sets forth repurchases of our common stock during the fourth quarter of [removed: 2022:][added: 2023:]

| Period | | Total numberof sharespurchased (1) | | Averageprice paidper share | | | Total numberof sharespurchased aspart of publiclyannouncedplans [removed: orprograms (2)] [added: orprograms] | | Approximatedollar value ofshares that may yetbe purchasedunder plans or programs(in [removed: thousands) (2)] [added: thousands)] | |

| (1) | There were [removed: 722,457] [added: 352,005] shares repurchased as part of our publicly announced share repurchase program during the [removed: 13] [added: 14] weeks ended [removed: January 28, 2023,] [added: February 3, 2024] and there were [removed: 526] [added: 493] shares transferred from employees in satisfaction of minimum statutory tax withholding obligations upon the vesting of restricted stock during the period. |

| (2) | On March 7, 2022, the Board of Directors authorized the 2022 share repurchase program pursuant to which the Company may repurchase up to $2.0 billion of the Company’s common stock. As of [removed: January 28, 2023,] [added: February 3, 2024,] the amount remaining available was [removed: $1.1 billion.] [added: $99.9 million. On March 12, 2024, the Board of Directors authorized the 2024 share repurchase program. For additional information on the 2024 share repurchase program see Note 19 to our consolidated financial statements, “Subsequent events.”] |

[removed: Securities] [added: ​Securities] authorized for issuance under equity compensation plans

The following table provides information about Ulta Beauty common stock that may be issued under our equity compensation plans as of [removed: January 28, 2023:][added: February 3, 2024:]

| (2) | Includes [removed: 324,410] [added: 307,424] shares issuable pursuant to the exercise of outstanding stock options, [removed: 221,045] [added: 140,004] shares issuable pursuant to restricted stock units, and [removed: 75,759] [added: 105,623] shares issuable pursuant to performance-based units. |

Set forth below is a graph comparing the cumulative total stockholder return on Ulta Beauty’s common stock with the S&P 500 and the S&P 500 [removed: Retailing] [added: Consumer Discretionary] (Industry Group, SP500-2550) for the period covering February [removed: 3, 2018] [added: 2, 2019] through the end of Ulta Beauty’s fiscal year ended [removed: January 28, 2023.][added: February 3, 2024.]

The graph assumes an investment of $100 made at the closing of trading on February [removed: 3, 2018] [added: 2, 2019] in (i) Ulta Beauty’s common stock, (ii) the stocks comprising the S&P 500 and (iii) the stocks comprising the S&P 500 [removed: Retailing] [added: Consumer Discretionary] (Industry Group, SP500-2550).

[removed: ][added: ]

| ​ | ​ | February [removed: 3, | | ​ | February] 2, | | ​ | February 1, | | ​ | January 30, | | ​ | January 29, | | ​ | January 28, | | [added: ​ | February 3, | |]

| Company / Index | | [removed: 2018 | | |] 2019 | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | [added: | 2024 | |]

| October 29, 2023 to November 25, 2023 | ​ | 102,295 | ​ | $ | 397.66 | ​ | 102,261 | ​ | $ | 219,154 |

| November 26, 2023 to December 30, 2023 | ​ | 97,384 | ​ | ​ | 476.60 | ​ | 97,384 | ​ | ​ | 173,180 |

| December 31, 2023 to February 3, 2024 | ​ | 152,819 | ​ | ​ | 485.11 | ​ | 152,360 | ​ | ​ | 99,933 |

| 14 weeks ended February 3, 2024 | ​ | 352,498 | ​ | ​ | 457.38 | ​ | 352,005 | ​ | ​ | 99,933 |

| Equity compensation plans approved by security holders (1) | | 553,051 | ​ | $ | 303.47 | | 2,280,721 |

| Ulta Beauty | ​ | $ | 100.00 | | $ | 91.95 | | $ | 96.02 | | $ | 123.16 | | $ | 173.56 | | $ | 173.44 |

| S&P 500 | ​ | ​ | 100.00 | ​ | ​ | 119.18 | ​ | ​ | 137.23 | ​ | ​ | 163.75 | ​ | ​ | 150.40 | ​ | ​ | 183.21 |

| S&P 500 Consumer Discretionary | ​ | ​ | 100.00 | ​ | ​ | 119.51 | ​ | ​ | 167.91 | ​ | ​ | 176.76 | ​ | ​ | 145.13 | ​ | ​ | 202.14 |

​

| October 30, 2022 to November 26, 2022 | ​ | 164,683 | ​ | $ | 426.90 | ​ | 164,657 | ​ | $ | 1,357,800 |

| November 27, 2022 to December 24, 2022 | ​ | 557,912 | ​ | ​ | 462.24 | ​ | 557,800 | ​ | ​ | 1,099,966 |

| December 25, 2022 to January 28, 2023 | ​ | 388 | ​ | ​ | 484.68 | ​ | — | ​ | ​ | 1,099,966 |

| 13 weeks ended January 28, 2023 | ​ | 722,983 | ​ | ​ | 454.20 | ​ | 722,457 | ​ | ​ | 1,099,966 |

| Equity compensation plans approved by security holders (1) | | 621,214 | ​ | $ | 260.34 | | 2,424,824 |

| Ulta Beauty | ​ | $ | 100.00 | | $ | 131.44 | | $ | 120.63 | | $ | 125.96 | | $ | 161.56 | | $ | 227.68 |

| S&P 500 | ​ | ​ | 100.00 | ​ | ​ | 95.76 | ​ | ​ | 114.23 | ​ | ​ | 131.53 | ​ | ​ | 156.95 | ​ | ​ | 144.15 |

| S&P 500 Retailing | ​ | ​ | 100.00 | ​ | ​ | 107.55 | ​ | ​ | 125.27 | ​ | ​ | 176.00 | ​ | ​ | 185.28 | ​ | ​ | 152.12 |

ULTA BEAUTY, INC.

​

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

​

​

| ​ | ​ |

| --- | --- |

| [Reports of Independent Registered Public Accounting Firm](#ReportofIndependentRegisteredPublicAccou) (PCAOB ID: 42) | 50 |

| [Consolidated Balance Sheets](#Consol_Balance_Sheets) | 54 |

| [Consolidated Statements of Income](#Consol_Stmnts_Income) | 55 |

| [Consolidated Statements of Comprehensive Income](#Consolidated_Statements_of_Comprehensive) | 56 |

| [Consolidated Statements of Cash Flows](#Consol_Stmnts_Cash_Flows) | 57 |

| [Consolidated Statements of Stockholders’ Equity](#Consol_Stmnts_Stockhldrs_Equity) | 58 |

| [Notes to Consolidated Financial Statements](#Notes_to_Consol_Fin_Statements) | 59 |

| [Schedule II – Valuation and Qualifying Accounts](#Schedule_II) | 78 |

​

Report of Independent Registered Public Accounting Firm

The Stockholders and the Board of Directors of Ulta Beauty, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Ulta Beauty, Inc. (the Company) as of February 3, 2024 and January 28, 2023, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended February 3, 2024, 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 3, 2024 and January 28, 2023, and the consolidated results of its operations and its cash flows for each of the three years in the period ended February 3, 2024, 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 3, 2024, 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, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical audit matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

| ​ | ​ |

| --- | --- |

| ​ | Loyalty Program |

| Description of the matter | The Company maintains a loyalty program, Ulta Beauty Rewards, which offers members the ability to earn and redeem points on purchases of products and services. As described in Note 2 to the consolidated financial statements, revenue from the loyalty program is recognized when members redeem points or points expire. The Company estimates the amount of revenue to defer using the standalone selling price of the points earned and the expected redemption percentage. The Company evaluates its estimated standalone selling price quarterly based on the value of products or services purchased using points. The expected redemption percentage is based on historical redemption patterns in conjunction with current information and trends. ​ Auditing the Company’s estimate of loyalty deferred revenue was complex as the calculation involved management’s assumptions, such as the standalone selling price and expected redemption rate, which drive the revenue deferral. In particular, the estimate is sensitive to these significant assumptions, which are affected by expectations about future customer behavior. ​ |

| How we addressed the matter in our audit | We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s estimation process and controls supporting the measurement and recognition of the amount of loyalty revenue deferred. This included testing controls over management’s review of the assumptions and other inputs used in the estimation, the completeness and accuracy of issuance, redemption, and expiration data used in the calculation, and controls over the assignment of membership levels based on customer spending patterns. ​ Our audit procedures included, among others, evaluating the methodology used, analyzing the significant assumptions discussed above, and testing the accuracy and completeness of the underlying data used in management’s calculation. To test the standalone selling price per point, we validated that the price per point for each membership level was appropriate based on products or services purchased by loyalty members. In addition, we tested the value of points redeemed was complete and accurate. To audit the redemption rate, we tested the issuance and redemption activity and compared the results of that testing to the redemption rate used by management in its estimate. We also considered recent trends in redemption activity and the impact on the redemption rate. In addition, we performed sensitivity analyses of significant assumptions to evaluate the change in the deferral amounts. |

See the index, consolidated financial statements, and notes to consolidated financial statements included under Item 15, “Exhibits and Financial Statement Schedules.”

Based on management’s evaluation as of [removed: January 28, 2023,] [added: February 3, 2024,] 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.

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 [removed: January 28, 2023,] [added: February 3, 2024,] based on [added: 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 [removed: January 28, 2023.][added: February 3, 2024.]

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 [removed: January 28, 2023] [added: February 3, 2024] and has issued the attestation report included in Item [removed: 15] [added: 8] of this Annual Report on Form 10-K.

[removed: Except as described above, there] [added: There] were no changes to our internal controls over financial reporting during the [removed: 13] [added: 14] weeks ended [removed: January 28, 2023] [added: February 3, 2024] that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B. Other Information

During the 14 weeks ended February 3, 2024, 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.

the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO).

In the fourth quarter of 2022, we implemented a new payroll system.

This implementation resulted in changes to our internal control over financial reporting by automating and accelerating payment processing, reducing the risk of errors, and simplifying payroll management.

Implementation of the new payroll system was part of the next phase in a multi-year rollout to upgrade our internal systems.

Additional phases of the project will continue to be implemented over the next few years.

We will continue to monitor our internal control over financial reporting, including evaluating the operating effectiveness of related key controls.

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 – Information About Our Directors Continuing in Office” and “Corporate Governance – Audit Committee” in our definitive Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Stockholders (the Proxy Statement) and is hereby incorporated herein by reference.

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 [added: of the Board of Directors,” and “Corporate Governance – Non-Employee Director Compensation for Fiscal 2023” in the Proxy Statement and is hereby incorporated herein by reference.]

of the Board of Directors,” and “Corporate Governance – Non-Executive Director Compensation for Fiscal 2022” in the Proxy Statement and is hereby incorporated herein by reference.

The information required by this item with respect to compensation plans under which our equity securities are authorized for issuance as of [removed: January 28, 2023] [added: February 3, 2024] 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.”

The information required by this item is included under the caption “Corporate Governance – Proposal [removed: Six] [added: 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.

[removed: | (a) |] The following documents are filed as a part of this Form 10-K: [removed: |]

| [Reports of Independent Registered Public Accounting Firm](#ReportofIndependentRegisteredPublicAccou) (PCAOB ID: 42) | [removed: 47] [added: 50] |

| [Consolidated Balance Sheets](#Consol_Balance_Sheets) | [removed: 51] [added: 54] |

| [Consolidated Statements of Income](#Consol_Stmnts_Income) | [removed: 52] [added: 55] |

| [Consolidated Statements of Comprehensive Income](#Consolidated_Statements_of_Comprehensive) | [removed: 53] [added: 56] |

| [Consolidated Statements of Cash Flows](#Consol_Stmnts_Cash_Flows) | [removed: 54] [added: 57] |

| [Consolidated Statements of Stockholders’ Equity](#Consol_Stmnts_Stockhldrs_Equity) | [removed: 55] [added: 58] |

| [Notes to Consolidated Financial Statements](#Notes_to_Consol_Fin_Statements) | [removed: 56] [added: 59] |

| [Schedule II – Valuation and Qualifying Accounts](#Schedule_II) | [removed: 76] [added: 78] |

[removed: Exhibits] [added: | (a) | Financial Statements] and [removed: Financial Statement Schedules (Continued)][added: Schedules |]

[removed: (c)] [added: (b)] Exhibits

| 3.1 | ​ | [Certificate of Incorporation of Ulta Beauty, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1403568/000119312517022507/d336813dex31.htm)] [added: Inc., as amended through June 1, 2023](https://www.sec.gov/Archives/edgar/data/1403568/000155837023010870/ulta-20230601xex3d1.htm)] | ​ | ​ | ​ | 8-K | ​ | | 3.1 | ​ | 001-33764 | ​ | [removed: 1/30/2017] [added: 6/07/2023] |

| 3.2 | ​ | [Bylaws of Ulta Beauty, Inc., as amended through June [removed: 3, 2020](https://www.sec.gov/Archives/edgar/data/1403568/000155837020007347/ulta-20200603xex3d2.htm)] [added: 1, 2023](https://www.sec.gov/Archives/edgar/data/1403568/000155837023010870/ulta-20230601xex3d3.htm)] | ​ | ​ | ​ | 8-K | ​ | [removed: 3.2] [added: 3.3] | | ​ | 001-33764 | ​ | [removed: 6/8/2020] [added: 6/07/2023] |

| 4 | ​ | [Description of Ulta Beauty, Inc.’s [removed: Securities](https://www.sec.gov/Archives/edgar/data/1403568/000155837020003272/ex-4.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1403568/000155837024003941/ulta-20240203xex4d4.htm)] | ​ | [removed: ​] [added: X] | ​ | [removed: 10-K] [added: ​] | ​ | [removed: 4] [added: ​] | | ​ | [removed: 001-33764] [added: ​] | ​ | [removed: 3/27/2020] [added: ​] |

| 10.2 | ​ | [removed: [Second] [added: [Amendment No. 3 to Second] Amended and Restated [removed: Loan] Agreement, dated [removed: as of August 23, 2017,] [added: March 13, 2024,] among Ulta Beauty, Inc., Ulta Salon, Cosmetics & Fragrance, Inc., the subsidiaries of Ulta Beauty signatory thereto, [added: the lenders party thereto, and] Wells Fargo Bank, National Association, [removed: JPMorgan Chase Bank, N.A.] [added: as administrative agent] and [removed: PNC Bank, National Association](http://www.sec.gov/Archives/edgar/data/1403568/000119312517266839/d444687dex10.htm)] [added: collateral agent for the lenders](https://www.sec.gov/Archives/edgar/data/1403568/000155837024003941/ulta-20240203xex10d2.htm)] | ​ | [removed: ​] [added: X] | ​ | [removed: 8-K] [added: ​] | ​ | [removed: 10.0] [added: ​] | | ​ | [removed: 001-33764] [added: ​] | ​ | [removed: 8/24/2017] [added: ​] |

| [removed: 10.4] [added: 10.3] | ​ | [Ulta Beauty, Inc. Second Amended and Restated Restricted Stock Option Plan*](http://www.sec.gov/Archives/edgar/data/1403568/000095013707012546/c16047a1exv10w7.htm) | ​ | ​ | ​ | S-1 | ​ | 10.7 | | ​ | 333-144405 | ​ | 8/17/2007 |

| [removed: 10.5] [added: 10.4] | ​ | [Amendment to Ulta Beauty, Inc. Second Amended and Restated Restricted Stock Option Plan*](http://www.sec.gov/Archives/edgar/data/1403568/000095013707012546/c16047a1exv10w7xay.htm) | ​ | ​ | ​ | S-1 | ​ | 10.7(a) | | ​ | 333-144405 | ​ | 8/17/2007 |

| [removed: 10.6] [added: 10.5] | ​ | [Ulta Beauty, Inc. 2007 Incentive Award Plan*](http://www.sec.gov/Archives/edgar/data/1403568/000095013707014758/c16047a2exv10w10.htm) | ​ | ​ | ​ | S-1 | ​ | 10.10 | | ​ | 333-144405 | ​ | 9/27/2007 |

| [removed: 10.7] [added: 10.6] | ​ | [Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan*](http://www.sec.gov/Archives/edgar/data/1403568/000119312516548224/d101608ddef14a.htm) | ​ | ​ | ​ | DEF 14A | ​ | Appendix A | | ​ | 001-33764 | ​ | 4/20/2016 |

| [removed: 10.8] [added: 10.7] | ​ | [Form of Restricted Stock Unit Award Agreement—Performance Shares under the 2011 Incentive Award Plan*](http://www.sec.gov/Archives/edgar/data/1403568/000119312515114430/d898526dex101.htm) | ​ | ​ ​ | ​ | 8-K | ​ | 10.1 | | ​ | 001-33764 | ​ | 3/31/2015 |

| [removed: 10.9] [added: 10.8] | ​ | [Ulta Salon, Cosmetics & Fragrance, Inc. Non-qualified Deferred Compensation Plan*](http://www.sec.gov/Archives/edgar/data/1403568/000095013709002518/c50340exv10w17.htm) | ​ | ​ | ​ | 10-K | ​ | 10.17 | | ​ | 001-33764 | ​ | 4/2/2009 |

| [removed: 10.10] [added: 10.9] | ​ | [Letter Agreement dated January 6, 2014 between Ulta Inc. and David Kimbell*](http://www.sec.gov/Archives/edgar/data/1403568/000119312515213217/d914024dex101.htm) | ​ | ​ | ​ | 10-Q | ​ | 10.1 | | ​ | 001-33764 | ​ | 6/4/2015 |

| [removed: 10.11] [added: 10.10] | ​ | [Form of Option Agreement under the 2011 Incentive Award Plan*](http://www.sec.gov/Archives/edgar/data/1403568/000119312517099261/d329810dex1013.htm) | ​ | ​ | ​ | 10-K | ​ | 10.13 | | ​ | 001-33764 | ​ | 3/28/2017 |

| [removed: 10.12] [added: 10.11] | ​ | [Form of Restricted Stock Unit Award Agreement under the 2011 Incentive Award Plan*](http://www.sec.gov/Archives/edgar/data/1403568/000119312517099261/d329810dex1014.htm) | ​ | ​ | ​ | 10-K | ​ | 10.14 | | ​ | 001-33764 | ​ | 3/28/2017 |

| [removed: 10.13] [added: 10.12] | ​ | [Letter Agreement dated August 3, 2015 between Ulta Inc. and Jodi J. Caro*](http://www.sec.gov/Archives/edgar/data/1403568/000119312517099261/d329810dex1015.htm) | ​ | ​ | ​ | 10-K | ​ | 10.15 | | ​ | 001-33764 | ​ | 3/28/2017 |

| [removed: 10.14] [added: 10.13] | ​ | [Ulta Beauty, Inc. Executive Change in Control and Severance Plan*](http://www.sec.gov/Archives/edgar/data/1403568/000119312517099261/d329810dex1016.htm) | ​ | ​ | ​ | 10-K | ​ | 10.16 | | ​ | 001-33764 | ​ | 3/28/2017 |

| [removed: 10.15] [added: 10.14] | ​ | [New Form of Restricted Stock Unit Award Agreement—PSUs—under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan*](https://www.sec.gov/Archives/edgar/data/1403568/000155837021003654/ulta-20210325xex10d1.htm) | ​ | ​ | ​ | 8-K | ​ | 10.1 | | ​ | 001-33764 | ​ | 3/30/2021 |

| [removed: 10.16] [added: 10.15] | ​ | [New Form of Stock Option Agreement under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan*](https://www.sec.gov/Archives/edgar/data/1403568/000155837021003654/ulta-20210325xex10d2.htm) | ​ | ​ | ​ | 8-K | ​ | 10.2 | | ​ | 001-33764 | ​ | 3/30/2021 |

| [removed: 10.17] [added: 10.16] | ​ | [Alternative Form of Restricted Stock Unit Award Agreement—PSUs—under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan*](https://www.sec.gov/Archives/edgar/data/1403568/000155837022004330/ulta-20220129xex10d25.htm) | ​ | ​ | ​ | 10-K | ​ | 10.25 | | ​ | 001-33764 | ​ | 3/25/2022 |

| [removed: 10.18] [added: 10.17] | ​ | [Alternative Form of Stock Option Agreement under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan*](https://www.sec.gov/Archives/edgar/data/1403568/000155837022004330/ulta-20220129xex10d26.htm) | ​ | ​ | ​ | 10-K | ​ | 10.26 | | ​ | 001-33764 | ​ | 3/25/2022 |

| [removed: 10.19] [added: 10.18] | ​ | [Alternative Form of Restricted Stock Unit Award Agreement under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan*](https://www.sec.gov/Archives/edgar/data/1403568/000155837022004330/ulta-20220129xex10d27.htm) | ​ | ​ | ​ | 10-K | ​ | 10.27 | | ​ | 001-33764 | ​ | 3/25/2022 |

| [removed: 10.20] [added: 10.19] | ​ | [2023 Form of Restricted Stock Unit Award Agreement—PSUs—under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan*](https://www.sec.gov/Archives/edgar/data/1403568/000155837023004581/ulta-20230128xex10d20.htm) | ​ | [removed: X |] ​ | ​ | [removed: ​] [added: 10-K] | ​ | [added: 10.20] | [removed: ​] | ​ | [removed: ​] [added: 001-33764] | ​ | [added: 3/24/2023 |]

| [removed: 10.21] [added: 10.20] | ​ | [2023 Form of Stock Option Agreement under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan*](https://www.sec.gov/Archives/edgar/data/1403568/000155837023004581/ulta-20230128xex10d21.htm) | ​ | [removed: X |] ​ | ​ | [removed: ​] [added: 10-K] | ​ | [added: 10.21] | [removed: ​] | ​ | [removed: ​] [added: 001-33764] | ​ | [added: 3/24/2023 |]

| [removed: 10.22] [added: 10.21] | ​ | [2023 Form of Restricted Stock Unit Award Agreement under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan*](https://www.sec.gov/Archives/edgar/data/1403568/000155837023004581/ulta-20230128xex10d22.htm) | ​ | [removed: X |] ​ | ​ | [removed: ​] [added: 10-K] | ​ | [added: 10.22] | [removed: ​] | ​ | [removed: ​] [added: 001-33764] | ​ | [added: 3/24/2023 |]

| 21 | ​ | [List of Significant [removed: Subsidiaries](https://www.sec.gov/Archives/edgar/data/1403568/000155837023004581/ulta-20230128xex21.htm)] [added: Subsidiaries](https://www.sec.gov/Archives/edgar/data/1403568/000155837024003941/ulta-20240203xex21.htm)] | ​ | X | ​ | ​ | ​ | ​ | | ​ | ​ | ​ | ​ |

| 23 | ​ | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1403568/000155837023004581/ulta-20230128xex23.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1403568/000155837024003941/ulta-20240203xex23.htm)] | ​ | 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 [removed: 2002](https://www.sec.gov/Archives/edgar/data/1403568/000155837023004581/ulta-20230128xex31d1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1403568/000155837024003941/ulta-20240203xex31d1.htm)] | ​ | 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 [removed: 2002](https://www.sec.gov/Archives/edgar/data/1403568/000155837023004581/ulta-20230128xex31d2.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1403568/000155837024003941/ulta-20240203xex31d2.htm)] | ​ | X | ​ | ​ | ​ | ​ | | ​ | ​ | ​ | ​ |

| 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 [removed: 2002](https://www.sec.gov/Archives/edgar/data/1403568/000155837023004581/ulta-20230128xex32d1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1403568/000155837024003941/ulta-20240203xex32d1.htm)] | ​ | 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 [removed: 2002](https://www.sec.gov/Archives/edgar/data/1403568/000155837023004581/ulta-20230128xex32d2.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1403568/000155837024003941/ulta-20240203xex32d2.htm)] | ​ | X | ​ | ​ | ​ | ​ | | ​ | ​ | ​ | ​ |

| 97 | ​ | [Ulta Beauty, Inc. Senior Leadership Clawback Policy](https://www.sec.gov/Archives/edgar/data/1403568/000155837024003941/ulta-20240203xex97.htm) | ​ | X | ​ | ​ | ​ | ​ | | ​ | ​ | ​ | ​ |

| --- | --- |

| ​ | ​ |

Report of Independent Registered Public Accounting Firm

The Stockholders and the Board of Directors of Ulta Beauty, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Ulta Beauty, Inc. (the Company) as of January 28, 2023, and January 29, 2022, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended January 28, 2023, and the related notes and financial statement schedule listed in the Index at Item 15 (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 28, 2023 and January 29, 2022, and the consolidated results of its operations and its cash flows for each of the three years in the period ended January 28, 2023, 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 January 28, 2023, 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 24, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical audit matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

| ​ | Loyalty Program |

| Description of the matter | The Company maintains a loyalty program, Ultamate Rewards, which offers members the ability to earn and redeem points on purchases of products and services. As described in Note 2 to the consolidated financial statements, revenue from the loyalty program is recognized when members redeem points or points expire. The Company estimates the amount of revenue to defer using the standalone selling price of the points earned and the expected redemption percentage. The Company evaluates its estimated standalone selling price quarterly based on the value of products or services purchased using points. The expected redemption percentage is based on historical redemption patterns in conjunction with current information and trends. ​ Auditing the Company’s estimate of loyalty deferred revenue was complex as the calculation involved management’s assumptions, such as the standalone selling price and expected redemption rate, which drive the revenue deferral. In particular, the estimate is sensitive to these significant assumptions, which are affected by expectations about future customer behavior. ​ |

| How we addressed the matter in our audit | We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s estimation process and controls supporting the measurement and recognition of the amount of loyalty revenue deferred. This included testing controls over management’s review of the assumptions and other inputs used in the estimation, the completeness and accuracy of issuance and redemption data used in the calculation, and controls over the assignment of membership levels based on customer spending patterns. ​ Our audit procedures included, among others, evaluating the methodology used, analyzing the significant assumptions discussed above, and testing the accuracy and completeness of the underlying data used in management’s calculation. To test the standalone selling price per point, we validated that the price per point for each membership level was appropriate based on products or services purchased by loyalty members. To audit the redemption rate, we tested redemption activity and compared the results of that testing to the redemption rate used by management in its estimate. In addition, we tested the value of points redeemed was complete and accurate. We also considered recent trends in redemption activity and the impact on the redemption rate. In addition, we performed sensitivity analyses of significant assumptions to evaluate the change in the deferral amounts. |

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 1997.

Chicago, Illinois

March 24, 2023

Report of Independent Registered Public Accounting Firm

The Stockholders’ and the Board of Directors Ulta Beauty, Inc.

Opinion on Internal Control over Financial Reporting

We have audited Ulta Beauty, Inc.’s internal control over financial reporting as of January 28, 2023, 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 January 28, 2023, based on 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 January 28, 2023 and January 29, 2022, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended January 28, 2023, and the related notes and financial statement schedule listed in the Index at Item 15 and our report dated March 24, 2023 expressed an unqualified opinion thereon.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s annual report on internal control over financial reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

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 [removed: 24, 2023.][added: 26, 2024.]

| /s/ David C. Kimbell | ​ | Chief Executive Officer and | ​ | March [removed: 24, 2023] [added: 26, 2024] |

| /s/ Scott M. Settersten | ​ | Chief Financial Officer, Treasurer | ​ | March [removed: 24, 2023] [added: 26, 2024] |

| /s/ Michelle L. Collins | ​ | Director | ​ | March [removed: 24, 2023] [added: 26, 2024] |

| /s/ Kelly E. Garcia | ​ | Director | ​ | March [removed: 24, 2023] [added: 26, 2024] |

| /s/ Catherine Halligan | ​ | Director | ​ | March [removed: 24, 2023] [added: 26, 2024] |

| /s/ Patricia A. Little | ​ | Director | ​ | March [removed: 24, 2023] [added: 26, 2024] |

| /s/ Michael R. MacDonald | ​ | Director | ​ | March [removed: 24, 2023] [added: 26, 2024] |

| /s/ George Mrkonic | ​ | Director | ​ | March [removed: 24, 2023] [added: 26, 2024] |

| /s/ Lorna E. Nagler | ​ | Non-Executive Chair of the Board of Directors | ​ | March [removed: 24, 2023] [added: 26, 2024] |

| /s/ Heidi G. Petz | ​ | Director | ​ | March [removed: 24, 2023] [added: 26, 2024] |

| /s/ Gisel Ruiz | ​ | Director | ​ | March [removed: 24, 2023] [added: 26, 2024] |

| /s/ Michael C. Smith | ​ | Director | ​ | March [removed: 24, 2023] [added: 26, 2024] |

None.