Ulta Beauty (ULTA) 10-K risk factor changes: FY2024 vs FY2023

There can be no assurance that we will be successful in implementing our growth plans, long-range strategic imperatives and/or operational excellence priorities, including continuous [removed: improvement, Project SOAR (our replacement enterprise resource planning platform)] [added: improvement] and supply chain optimization, and our failure to do so could have a material adverse effect on our business, financial condition, profitability, and cash flows.

We are a retailer carrying approximately [removed: 25,000] [added: 29,000] 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.

[added: 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 [removed: availability,] [added: availability (including as a result of tariffs] or [added: trade barriers), 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.

We directly source the majority of our Ulta Beauty [removed: branded product] [added: Collection] components and [added: Ulta Beauty branded] gifts with purchase and other promotional products through third-party vendors using foreign factories.

Any event causing a disruption of manufacturing or imports from such foreign countries, including the imposition of import restrictions, [added: increased customs duties, tariffs, trade barriers (including quotas),] geopolitical events, [removed: unanticipated] political changes, [removed: increased customs duties,] and legal or economic restrictions on overseas suppliers’ ability to produce and deliver products, could result in substantial disruptions in our supply chain (including inventory availability) and materially harm our operations.

[removed: We have no long-term supply contracts with] respect to such foreign-sourced items, many of which are subject to existing or potential duties, tariffs, or quotas that may limit the quantity of certain types of goods that may be imported into the United States from such countries.

Any of our [removed: other core brands] [added: brand partners] could in the future decide to scale back or end its partnership with us and strengthen its relationship with our competitors, which could negatively impact the revenue we earn from the sale of such products.

During fiscal [removed: 2023] [added: 2024] and fiscal [removed: 2022,] [added: 2023,] merchandise supplied to Ulta Beauty by our top ten brand partners accounted for approximately [removed: 55%] [added: 54%] and [removed: 56%] [added: 55%] of our net sales, respectively.

While some level of inventory shrink is unavoidable, [added: in recent years] we [removed: continue to experience elevated] [added: have experienced] levels of inventory shrink [removed: relative to] [added: greater than our] historical levels, which have adversely affected, and could continue to adversely affect, our results of operations and financial condition.

To protect against [removed: rising] inventory shrink, we have taken, and may continue to take, certain operational and strategic actions that could adversely affect our reputation, guest experience, and results of operations.

The capacity of our distribution and order fulfillment infrastructure and the performance of our distribution centers, fast fulfillment [removed: centers,] [added: center,] 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 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: two] [added: one] fast fulfillment [removed: centers] [added: center] (e-commerce only), and [removed: one] [added: two] market fulfillment [removed: center (with a second one expected to open in fiscal 2024),] [added: centers,] which [removed: focuses] [added: focus] on our most productive products and [removed: supports] [added: support] e-commerce and retail stores.

For example, we maintain Facebook, [removed: Twitter,] [added: X (formerly Twitter),] Instagram, TikTok, [added: Pinterest,] and [removed: Pinterest] [added: LinkedIn] accounts.

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

We expect the impact of inflationary [removed: cost] [added: and macroeconomic] pressures to continue in [removed: 2024,] [added: 2025,] and we continue to closely monitor [removed: macroeconomic] conditions, including customer behavior, and the impact of these factors on customer demand.

Continuing or worsening inflation, [removed: recessionary concerns] and/or cost pressures, may have a material adverse impact on our business, financial condition, profitability, and/or cash flows.

Although we [added: currently] do not [removed: have any operations] [added: operate stores] outside the United States, geopolitical events, including the ongoing conflicts in Ukraine and the 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.

Uncertainty in the economy [added: has, and] could [added: continue to,] adversely impact consumer purchases of discretionary items across all of our product categories, including prestige beauty products and [removed: premium salon services.]

Factors that could affect consumers’ willingness to make such discretionary purchases include: general business conditions, inflationary pressures, [removed: recessionary concerns,] levels of employment, interest rates, tax rates, the availability of consumer credit, consumer confidence in future economic conditions, [removed: and] [added: tariffs,] risks related to epidemics or [removed: pandemics and] [added: pandemics,] geopolitical [removed: events.][added: events and recessionary concerns.]

[added: 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.

[removed: 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 [removed: closure of our stores and, in the future, could also result in physical damage to our properties, the temporary] closing of our [removed: stores, the temporary closing of our] distribution, fast 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 distribution, fast 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.

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 attacks, [removed: break-ins, phishing attacks, social engineering, acts of vandalism, computer viruses, misplaced or lost data, human errors, or other similar events.]

We also are expanding and upgrading our information systems (including [removed: replacing] [added: the recent replacement of] our enterprise resource planning platform through Project SOAR) to support historical and expected future growth.

From time to time, we are subject to litigation, including potential class action and single-plaintiff litigation and other legal or regulatory proceedings or claims in the ordinary course of our business operations regarding, but not limited to, employment matters, consumer claims, security of consumer and employee personal information, contractual relations [removed: with suppliers, marketing and infringement of trademarks, and other intellectual property rights.]

If our manufacturers are unable to produce products manufactured uniquely for Ulta Beauty, including [removed: the] Ulta Beauty Collection and Ulta Beauty branded gifts with purchase and other promotional products, consistent with applicable regulatory requirements, we could suffer lost sales and be required to take costly corrective action, which could have a material adverse effect on our business, financial condition, profitability, and cash flows.

We do not own or operate any manufacturing facilities and therefore depend upon independent third-party vendors for the manufacture of all products manufactured uniquely for Ulta Beauty, including [removed: the] Ulta Beauty Collection and Ulta Beauty branded gifts with purchase and other promotional products.

If we fail to comply with any present or future laws or regulations, we could be subject to future liabilities, a prohibition on the operation of our stores, or a prohibition on [removed: the sale of our Ulta Beauty branded products.]

If we are unable to protect our intellectual property [removed: rights,] [added: rights and] our brand [added: name, our brand] and reputation could be harmed, which could have a material adverse effect on our business, financial condition, profitability, and cash flows.

Our principal intellectual property rights include registered and common law trademarks on “The Possibilities are Beautiful.®,” “Ulta [removed: Beauty,” “Ulta,”] [added: Beauty®,” “Ulta®,”] and other marks incorporating our name and “All Things Beauty.

All in One Place®,” “21 Days of Beauty®,” and “Conscious Beauty at Ulta Beauty®,” copyrights in our website and mobile applications content, rights to our domain name www.ulta.com, and trade secrets and know-how with respect to our Ulta Beauty branded product formulations, product sourcing, sales and marketing, and other aspects of our business, [removed: and our digital innovations such as try-on applications and artificial intelligence.]

We have no long-term supply contracts with

premium salon services.

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 closing of our stores, the

break-ins, phishing attacks, social engineering, acts of vandalism, computer viruses, misplaced or lost data, human errors, or other similar events.

with suppliers, marketing and infringement of trademarks, and other intellectual property rights.

the sale of our Ulta Beauty branded products.

| | ● | Evolving anti-discrimination laws could impact our efforts to support inclusion and belonging across our business for our guests, assortment, associates, brands, other partners, and stakeholders. |

and our digital innovations such as try-on applications and artificial intelligence.

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

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

We estimate [removed: beauty enthusiasts represent] [added: there are] approximately [removed: 65% of shoppers and 80% of] [added: 140 million] beauty [removed: products and services spend] [added: enthusiasts] in the U.S. We believe our strategy provides us with the competitive advantages that have contributed to our financial performance.

Today, we are the largest specialty beauty retailer in the United States and the premier beauty destination for cosmetics, fragrance, skin care products, hair care products, [added: wellness products,] and salon services.

Key aspects of our business include: a differentiated assortment of approximately [removed: 25,000] [added: 29,000] beauty products across a variety of categories and price points as well as a variety of beauty services, including salon services, in more than [removed: 1,350] [added: 1,400] 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.

We [removed: believe the] [added: operate in an] attractive and growing U.S. beauty products and salon services industry, [removed: the expanding definition of beauty] and [removed: the role that omnichannel capabilities play in consumers’ lives, coupled with Ulta Beauty’s] [added: believe our strong operating model,] competitive [removed: strengths,] [added: advantages, and financial foundation, paired with our investments to drive our growth,] position us to capture additional market share in the industry.

Over the long term, our growth strategy is to [removed: increase total net sales] [added: drive profitable growth and market share leadership in beauty and wellness] through growing our comparable sales, expanding omnichannel capabilities, and opening new stores.

The overall beauty market expanded in [removed: 2022] [added: 2023] and [removed: in 2023,] [added: 2024,] supported by [removed: healthy] [added: on-going] consumer engagement with the [added: beauty category.]

We provide refunds for merchandise returns within [removed: 60] [added: 30] days from the original purchase date.

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

The Company’s fiscal years ended February [added: 1, 2025 (fiscal 2024), February] 3, 2024 (fiscal 2023), [added: and] January 28, 2023 (fiscal [removed: 2022), and January 29, 2022 (fiscal 2021)] [added: 2022)] were [removed: 53,] 52, [added: 53,] and 52 week years, respectively.

As of February [removed: 3, 2024,] [added: 1, 2025,] we operated [removed: 1,385] [added: 1,445] stores across 50 states.

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

| (Dollars in thousands) | ​ | [removed: 2024] [added: 2025] | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | |

| Net sales | ​ | $ | [removed: 11,207,303] [added: 11,295,654] | ​ | $ | [removed: 10,208,580] [added: 11,207,303] | ​ | $ | [removed: 8,630,889] [added: 10,208,580] |

| Cost of sales | ​ | ​ | [removed: 6,826,203] [added: 6,908,401] | ​ | ​ | [removed: 6,164,070] [added: 6,826,203] | ​ | ​ | [removed: 5,262,335] [added: 6,164,070] |

| Gross profit | ​ | ​ | [removed: 4,381,100] [added: 4,387,253] | ​ | ​ | [removed: 4,044,510] [added: 4,381,100] | ​ | ​ | [removed: 3,368,554] [added: 4,044,510] |

| Selling, general and administrative expenses | ​ | ​ | [removed: 2,694,561] [added: 2,808,592] | ​ | ​ | [removed: 2,395,299] [added: 2,694,561] | ​ | ​ | [removed: 2,061,545] [added: 2,395,299] |

| Pre-opening expenses | ​ | ​ | [removed: 8,510] [added: 13,689] | ​ | ​ | [removed: 10,601] [added: 8,510] | ​ | ​ | [removed: 9,517] [added: 10,601] |

| Operating income | ​ | ​ | [removed: 1,678,029] [added: 1,564,972] | ​ | ​ | [removed: 1,638,610] [added: 1,678,029] | ​ | ​ | [removed: 1,297,492] [added: 1,638,610] |

| Interest [removed: (income) expense,] [added: income,] net | ​ | ​ | [removed: (17,622)] [added: (15,094)] | ​ | ​ | [removed: (4,934)] [added: (17,622)] | ​ | ​ | [removed: 1,663] [added: (4,934)] |

| Income before income taxes | ​ | ​ | [removed: 1,695,651] [added: 1,580,066] | ​ | ​ | [removed: 1,643,544] [added: 1,695,651] | ​ | ​ | [removed: 1,295,829] [added: 1,643,544] |

| Income tax expense | ​ | ​ | [removed: 404,646] [added: 378,948] | ​ | ​ | [removed: 401,136] [added: 404,646] | ​ | ​ | [removed: 309,992] [added: 401,136] |

| Net income | ​ | $ | [removed: 1,291,005] [added: 1,201,118] | ​ | $ | [removed: 1,242,408] [added: 1,291,005] | ​ | $ | [removed: 985,837] [added: 1,242,408] |

| Number of stores end of [removed: year] [added: period] | ​ | ​ | [removed: 1,385] [added: 1,445] | ​ | ​ | [removed: 1,355] [added: 1,385] | ​ | ​ | [removed: 1,308] [added: 1,355] |

| Comparable sales | ​ | ​ | [removed: 5.7%] [added: 0.7%] | ​ | ​ | [removed: 15.6%] [added: 5.7%] | ​ | ​ | [removed: 37.9%] [added: 15.6%] |

| (Percentage of net sales) | ​ | [removed: 2024] [added: 2025] | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | |

| Cost of sales | ​ | ​ | [removed: 60.9%] [added: 61.2%] | ​ | ​ | [removed: 60.4%] [added: 60.9%] | ​ | ​ | [removed: 61.0%] [added: 60.4%] |

| Gross profit | ​ | ​ | [removed: 39.1%] [added: 38.8%] | ​ | ​ | [removed: 39.6%] [added: 39.1%] | ​ | ​ | [removed: 39.0%] [added: 39.6%] |

| Selling, general and administrative expenses | ​ | ​ | [removed: 24.0%] [added: 24.9%] | ​ | ​ | [removed: 23.5%] [added: 24.0%] | ​ | ​ | [removed: 23.9%] [added: 23.5%] |

| Operating income | ​ | ​ | [removed: 15.0%] [added: 13.9%] | ​ | ​ | [removed: 16.1%] [added: 15.0%] | ​ | ​ | [removed: 15.0%] [added: 16.1%] |

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

| Income before income taxes | ​ | ​ | [removed: 15.1%] [added: 14.0%] | ​ | ​ | [removed: 16.1%] [added: 15.1%] | ​ | ​ | [removed: 15.0%] [added: 16.1%] |

| Income tax expense | ​ | ​ | [removed: 3.6%] [added: 3.4%] | ​ | ​ | [removed: 3.9%] [added: 3.6%] | ​ | ​ | [removed: 3.6%] [added: 3.9%] |

| Net income | ​ | ​ | [removed: 11.5%] [added: 10.6%] | ​ | ​ | [removed: 12.2%] [added: 11.5%] | ​ | ​ | [removed: 11.4%] [added: 12.2%] |

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

Gross [removed: profit][added: profit​]

[removed: Fiscal] [added: Fiscal] year [removed: 2022] [added: 2024] versus fiscal year [removed: 2021][added: 2023]

Gross profit as a percentage of net sales [removed: increased 60] [added: decreased 30] basis points to [removed: 39.6%] [added: 38.8%] in fiscal [removed: 2022] [added: 2024] compared to [removed: 39.0%] [added: 39.1%] in fiscal [removed: 2021.][added: 2023.]

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

| | ● | 20 basis points of leverage due to favorable channel [removed: mix shifts; partially offset by] [added: mix.] |

| | ● | [removed: 70] [added: 20] basis points of [removed: deleverage] [added: leverage] in inventory shrink; and |

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 across four foundational focus areas: 1) Assortment: curating the best of all things beauty and wellness for all beauty enthusiasts; 2) Experience: fostering authentic, empowering human connections that inspire, delight and engage guests at every touchpoint; 3) Loyalty: building lifelong loyalty and brand love through member growth and personalization; and 4) Access: engaging our guests wherever they want to shop by expanding our reach through seamless and immersive omnichannel experiences.

Long-term operating profit is expected to increase as a result of our efforts to drive revenue growth, leverage fixed costs, improve

merchandise margin, increase operating efficiencies, and grow other revenue, partially offset by incremental investments in new stores and technology to enhance the guest experience, people, assortment, advertising, and depreciation.

Persistent inflationary and macroeconomic pressures have impacted consumer spending habits broadly, which we believe may have contributed to lower sales trends throughout fiscal 2024.

The continuation of inflationary and macroeconomic pressures could further impact our ability to grow sales and maintain historical profitability levels.

| | ● | competition / alternative distribution channels; |

Net sales increased $88.4 million, or 0.8%, to $11.3 billion in fiscal 2024 compared to $11.2 billion in fiscal 2023.

The net sales increase was primarily due to new store performance, increased comparable sales, and an increase of $3.7 million in other revenue, partially offset by the benefit of an extra week of sales in fiscal 2023.

The total comparable sales increase of 0.7% in fiscal 2024, was driven by a 1.1% increase in average ticket and a 0.4% decrease in transactions.

The total comparable sales increase in fiscal 2023 was 5.7%.

Gross profit increased $6.2 million, or 0.1%, to $4.39 billion in fiscal 2024, compared to $4.38 billion in fiscal 2023.

| | ● | 40 basis points of deleverage in merchandise margins driven by lapping favorable price increase impacts from the prior year and higher promotional activity; |

| | ● | 20 basis points of deleverage of store fixed costs driven by more net new store openings; and |

SG&A expenses increased $114.0 million, or 4.2%, to $2.8 billion in fiscal 2024 compared to $2.7 billion in fiscal 2023.

| | ● | 10 basis points of deleverage of store expenses due to ongoing inflationary pressures; partially offset by |

Pre-opening expenses increased $5.2 million, or 60.9%, to $13.7 million in fiscal 2024 compared to $8.5 million in fiscal 2023.

Net interest income was $15.1 million in fiscal 2024 compared to $17.6 million in fiscal 2023, due to lower average cash balances.

Net sales for the 53rd week of fiscal

2023 were approximately $181.9 million.

| Operating lease obligations (1) | ​ | $ | 2,357,226 | ​ | $ | 366,106 | ​ | $ | 757,852 | ​ | $ | 527,070 | ​ | $ | 706,198 |

| Purchase obligations | ​ | ​ | 16,806 | ​ | ​ | 13,471 | ​ | ​ | 3,335 | ​ | ​ | — | ​ | ​ | — |

| Total (2) | ​ | $ | 2,374,032 | ​ | $ | 379,577 | ​ | $ | 761,187 | ​ | $ | 527,070 | ​ | $ | 706,198 |

The decrease in net cash provided by operating activities in fiscal 2024 compared to fiscal 2023 is mainly due to the decrease in net income, a larger increase in merchandise inventories in fiscal 2024, and timing of deferred income taxes, prepaid expenses and other current assets, accrued liabilities, accounts payable, and deferred revenue.

| ​ | ​ | 2025 | ​ | 2024 | ​ | 2023 |

| ​ | ​ | February 1, | | ​ | February 3, | | ​ | January 28, | |

Mother’s Day and Valentine’s Day.

Recently adopted accounting pronouncements

See Note 2 to our consolidated financial statements, “Summary of significant accounting policies – Recently adopted accounting pronouncements.”

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, 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.

Long-term operating profit is expected to increase as a result of our efforts to optimize our real estate portfolio, expand merchandise margin, and leverage our fixed store costs with comparable sales increases and operating efficiencies, partially offset by incremental investments in people, guest experiences, systems, and supply chain required to support a 1,500 to 1,700 store chain in the U.S. with successful e-commerce and competitive omnichannel capabilities.

Our research indicates that Ulta Beauty has captured meaningful market share across all categories over the last several years.

beauty category.

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

Furthermore, inflationary pressures, as well as other macroeconomic trends, could negatively impact our ability to maintain current levels of gross margin and selling, general and administrative expenses as a percentage of net sales if the selling prices of our products do not increase with higher costs.

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

| | ● | competition; |

Net sales increased $1.6 billion, or 18.3%, to $10.2 billion in fiscal 2022 compared to $8.6 billion in fiscal 2021.

The net sales increase was primarily due to the favorable impact from the continued resilience of the beauty category, retail price increases, the impact of new brands and product innovation, increased social occasions and fewer COVID-19 limitations compared to fiscal 2021, and an increase of $77.3 million in other revenue.

The total comparable sales increase of 15.6% in fiscal 2022, compared to an increase of 37.9% in fiscal 2021, was driven by a 10.8% increase in transactions and a 4.3% increase in average ticket.

Gross profit increased $676.0 million, or 20.1%, to $4.0 billion in fiscal 2022, compared to $3.4 billion in fiscal 2021.

| | ● | 100 basis points of leverage of fixed costs attributed to the impact of higher sales and ongoing occupancy cost optimization efforts; |

| | ● | 60 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 |

| | ● | 50 basis points of deleverage in merchandise margins driven by brand mix and lapping benefits from favorable inventory reserve adjustments in fiscal 2021, partially offset by the timing of retail price changes. |

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.

Pre-opening expenses increased $1.1 million, or 11.4%, to $10.6 million in fiscal 2022 compared to $9.5 million in fiscal 2021.

Interest income, net was $4.9 million in fiscal 2022 compared to $1.7 million of interest expense, net in fiscal 2021.

Interest income represents interest from cash equivalents and short-term investments with maturities of twelve months or less from the date of purchase.

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

The higher income tax expense is primarily due

to less tax benefit from the income tax accounting for share-based compensation and an increase in state tax expense compared to fiscal 2021.

| 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 |

| | ● | $15 million increase primarily due to inventory cost increases; and |

| | ● | $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.

The increase in net cash provided by operating activities in fiscal 2022 relative to fiscal 2021 was primarily due to the increase in net income, a smaller increase in merchandise inventories in fiscal 2022 compared to fiscal 2021, and the timing of receivable collections, partially offset by the timing of payables and a smaller increase in deferred revenue compared to fiscal 2021.

| (Dollars in millions) | ​ | 2024 | | ​ | 2023 | | ​ | 2022 | |

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

The 2024

Repurchase Program.

discontinued at any time.

receivables.

We did not have any outstanding borrowings on our credit facility as of February [added: 1, 2025, February] 3, 2024, [removed: January 28, 2023,] or January [removed: 29, 2022.][added: 28, 2023.]

One-of-a-kind Assortment. We offer guests a differentiated assortment of approximately [removed: 25,000] [added: 29,000] products from approximately 600 established and emerging beauty brands across a variety of categories and price points.

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

Store Footprint. We operate more than [removed: 1,350] [added: 1,400] stores predominantly located in convenient, high-traffic locations.

In addition to our free-standing locations, through our partnership with Target Corporation we have more than [removed: 500] [added: 600] 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: immersive,] and personalized digital experiences.

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 [added: shopping experience.]

[removed: Despite the disruption caused] [added: Access: Engaging our guests wherever they want to shop] by [removed: the pandemic, beauty] [added: expanding our reach through seamless and immersive omnichannel experiences. Beauty] enthusiasts continue to demonstrate their commitment to [added: and preference for] the in-person shopping experience, while also embracing the use of online shopping to supplement discovery and convenience.

At the same time, [removed: rising competitive pressures] [added: the beauty landscape is evolving] and [removed: a dynamic operating environment] [added: guest expectations are rising, which] will require [removed: strong execution and] continued [removed: investment and] innovation [added: and investment] to further our leadership position.

Reflecting our understanding about how the consumer and beauty category are evolving, in [removed: 2021] [added: 2024] we refreshed our strategic [removed: framework to position Ulta Beauty for continued success.][added: framework.]

[removed: Drive breakthrough and disruptive growth through an expanded definition] [added: Assortment: Curating the best] of [removed: All Things Beauty.] [added: all things beauty and wellness for all beauty enthusiasts.] Beauty enthusiasts enjoy the experience of discovering and trying new products and [removed: increasingly include] [added: consider] beauty [removed: as] [added: very much] part of their self-care and wellness journey.

Reflecting these insights, our objective is to engage and continuously delight beauty enthusiasts with a curated, [removed: differentiated, inclusive assortment focused on leading] [added: differentiated] beauty and [removed: self-care trends.][added: wellness assortment.]

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

[removed: Expand] [added: Loyalty: Building lifelong loyalty] and [removed: deepen our presence across the beauty journey, positioning Ulta Beauty at the Heart of the Beauty Community.] [added: brand love through member growth and personalization.] 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: 43.3] [added: 44.6] million active Ulta Beauty Rewards loyalty program members, we have unique insights about customer preferences and behavior.

[removed: Protect] [added: Culture] and [removed: cultivate] [added: Talent: Underpinning] our [removed: world-class culture] [added: strategy with exceptional people, culture,] and [removed: talent.] [added: execution.] We have developed and nurtured a guest and associate-centric, [removed: values-based] [added: values-based,] and high-performance culture.

To support our growth and enhance the guest experience, we will continue to attract, develop and retain talent at all levels and in all functional areas, and we will continue to work to create an environment [removed: where every associate feels they can] [added: that positions our associates to] fully contribute and have [removed: an opportunity to grow.][added: opportunities for growth.]

In [removed: 2023,] [added: 2024,] this market represented approximately [removed: $181] [added: $186] billion in sales, according to forecasted Euromonitor International and IBIS World Inc. In [removed: 2023,] [added: 2024,] the beauty products industry totaled approximately [removed: $112] [added: $118] 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: $112] [added: $118] billion beauty product industry.

In [removed: 2023,] [added: 2024,] the salon services industry totaled approximately [removed: $69] [added: $68] billion and included hair, skin, and nail services.

In our fiscal year ended February [removed: 3, 2024] [added: 1, 2025] (fiscal [removed: 2023), 76%] [added: 2024), 75%] of our loyalty members transacted with us solely in one of our stores.

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

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

| ​ | ​ | [removed: 2024] [added: 2025] | ​ | [removed: 2023] [added: 2024] | ​ | [removed: 2022] [added: 2023] |

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

| Stores opened | ​ | [removed: 33] [added: 66] | ​ | [removed: 47] [added: 33] | ​ | [removed: 48] [added: 47] |

| Stores closed | ​ | [removed: (3)] [added: (6)] | ​ | [removed: –] [added: (3)] | ​ | [removed: (4)] [added: –] |

| Total stores end of period | ​ | [removed: 1,385] [added: 1,445] | ​ | [removed: 1,355] [added: 1,385] | ​ | [removed: 1,308] [added: 1,355] |

| Total square footage | ​ | [removed: 14,515,593] [added: 15,110,170] | ​ | [removed: 14,200,403] [added: 14,515,593] | ​ | [removed: 13,770,438] [added: 14,200,403] |

| Average square footage per store | ​ | [removed: 10,481] [added: 10,457] | ​ | [removed: 10,480] [added: 10,481] | ​ | [removed: 10,528] [added: 10,480] |

| Stores remodeled | ​ | [removed: 18] [added: 41] | ​ | [removed: 20] [added: 18] | ​ | [removed: 9] [added: 20] |

| Stores relocated | ​ | [removed: 7] [added: 2] | ​ | [removed: 12] [added: 7] | ​ | [removed: 7] [added: 12] |

We believe that over the long term, we have the potential to grow our store footprint to [removed: between 1,500 to 1,700] [added: more than 1,800] freestanding Ulta Beauty stores in the United States.

The average investment required to open a new Ulta Beauty store is approximately [removed: $2.0] [added: $2.1] million, which includes capital investments, net of landlord contributions, pre-opening expenses, and initial inventory, net of payables.

Our net investment required to open new stores and the net sales generated by new stores may vary depending on a number of factors, including geographic [removed: location.][added: location and store size.]

[removed: While our] [added: Our] traditional layout is organized by price point, with prestige makeup and skincare on one side of the store and mass makeup and skincare on the [removed: other, our new layout brings together like categories with intuitive adjacencies to magnify our differentiated assortment.][added: other.]

[removed: In addition, this new] [added: This additional] layout features elevated gondolas to showcase key, iconic, and service brands and [removed: new] Beauty Bars that offer our brow and makeup services, support in-store events, and highlight beauty-in-action.

In fiscal [removed: 2023,] [added: 2024,] 18% of our loyalty members shopped both in Ulta Beauty stores and through our digital platforms.

Our e-commerce platform has two key roles: generating direct channel sales and profits by [removed: communicating with] [added: engaging] our guests in an interactive, enjoyable way that reinforces the Ulta Beauty brand; and driving traffic to our stores, website, and native applications.

We [removed: intend] [added: continue] to [removed: establish ourselves as a leading online beauty resource] [added: grow our digital business] by providing our guests with a unique, rich online experience, with [removed: information on key trends and products, editorial content,] [added: personalized recommendations,] expanded assortments, [removed: interactive] [added: engaging] experiences, including virtual try-on [added: and analysis] capabilities, and social media content.

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

We estimate there are approximately 140 million beauty enthusiasts in the U.S.

Strong engagement paired with increasing use of social media and the convergence of beauty and wellness has invited even more consumers into the beauty category and expanded the addressable market.

Through a focus on four foundational areas, our strategies are designed to position Ulta Beauty as the destination for beauty enthusiasts for a lifetime, drive market share leadership in beauty and wellness, and deliver long-term profitable growth.

We intend to drive product newness through a differentiated portfolio of exclusive, emerging and established brands, including Ulta Beauty Collection, and accelerate our leadership position in wellness with an expanded assortment and elevated experience.

Experience: Fostering authentic, empowering human connections that inspire, delight and engage guests at every touchpoint. The guest experience is central to driving guest love and loyalty.

Our consumer research suggests there are several important experience elements that are most critical to the beauty enthusiast including: creating a welcoming and inclusive environment, providing trusted guidance, offering convenience and ease, and delivering fun and immersion.

To deliver on these critical needs and foster authentic, empowering human connections that inspire, delight and engage guests at every touchpoint, we intend to enhance the in-store experience by investing in our best-in-class store associates and stylists, distinct service offerings, and signature events and heighten omnichannel satisfaction, meeting every guest where they are with a robust suite of offerings and increased convenience.

To build lifelong loyalty and brand love, we intend to deepen guest engagement through community building and advanced personalization with the goal of expanding our loyalty program from approximately 44 million to 50 million members by 2028 by reaching new segments of beauty enthusiasts.

We have built a powerful omnichannel ecosystem that enables guests to shop in ways most convenient to them, whether in stores, on our app or website, or through our partnership with Ulta Beauty at Target.

In addition, we have increased our fulfillment options, providing guests with choice, convenience, and speed.

To achieve our objective of engaging our guests by expanding our reach, we intend to accelerate new store openings, targeting more than 1,800 stores over the long term; elevate digital engagement by fueling discovery through continued innovation and streamlining the shopping experience; and grow beyond our traditional channels through our partnership with Target Corporation and through international expansion in Mexico and the Middle East.

We are focused on reenergizing the core tenets of our culture on how we lead with a winning mindset and how we live our values to care for our guests and for each other.

We have talented associates and leaders, and we value and encourage collaboration and enterprise thinking.

We have achieved our success through strong operational execution.

We also have a smaller footprint store prototype ranging between approximately 5,000 and 7,500 square feet which provides increased flexibility to enter smaller markets or shopping centers.

As part of our ongoing efforts to enhance and evolve our in-store experience to engage our guests, we also have a layout in select stores that brings together like categories with intuitive adjacencies to magnify our differentiated assortment.

In addition, select store layouts may vary due to square footage or location.

As part of our digital store transformation, we recently completed a large-scale upgrade of our digital and e-commerce infrastructure to enable us to deliver immersive commerce experiences and position our e-commerce business for growth and scalability.

In 2024, we launched Ulta Beauty Community, an online destination where beauty enthusiasts can connect and engage with one another over their shared joy for all things beauty.

efficient processes designed for e-commerce order fulfillment.

We are committed to growing our business outside of the U.S. through international expansion in Mexico and the Middle East.

In Mexico, we have a joint venture partnership with Grupo Axo, an experienced operator of global brands to launch and operate Ulta Beauty in Mexico beginning in 2025.

In the Middle East, we entered into a franchise partnership with Alshaya Group, a leading international franchise operator, whereby Alshaya will license the Ulta Beauty brand name and operating model in the Middle East.

Overview

programs, royalties derived from the partnership with Target Corporation, and deferred revenue related to the loyalty program and gift card breakage.

| Skincare | ​ | 23% | ​ | 22% | ​ | 20% |

| Haircare | ​ | 19% | ​ | 20% | ​ | 22% |

| Fragrance | ​ | 13% | ​ | 11% | ​ | 11% |

| Other | ​ | 2% | ​ | 2% | ​ | 2% |

ended February 3, 2024 (fiscal 2023), respectively.

In social media channels, influencers and affiliates play an important role in beauty, and we engage talent from our UB Collective, our affiliate program, and Ulta Beauties, our associate ambassador program to support our marketing efforts.

At Ulta Beauty, our mission is to make beauty accessible, inclusive, and empowering for everyone.

Ulta Beauty believes that everyone deserves to feel good in their own skin.

We believe that when you are free to be your full self, you feel like you belong.

As a values-driven company, we believe we have a responsibility to drive inclusivity and a sense of belonging for our guests and associates.

| Women | ​ | 64% | ​ | 67% | ​ | 91% |

| Men | ​ | 36% | ​ | 33% | ​ | 9% |

opportunities.

shopping experience.

We estimate beauty enthusiasts represent approximately 65% of shoppers and account for more than 80% of beauty products and services spend in the U.S.

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.

We are focused on six key strategic pillars designed to expand our market leadership and drive longer-term profitable growth.

We are focused on four key areas: maximizing growth in core categories, including makeup, skincare, haircare, and fragrance; driving growth of cross-category strategic platforms, including Conscious Beauty at Ulta Beauty®, Black-owned and Black, Indigenous, and People of Color (BIPOC)-founded Brands, the Wellness Shop, and SPARKED at Ulta Beauty; differentiating our assortment through exclusive brands and products, including our private label, Ulta Beauty Collection; and increasing profitability through assortment management, inventory productivity, and promotional optimization.

At the same time, digital channels offer convenience, product reviews, and price transparency.

As a result, the guest journey is increasingly blurring across physical and digital channels.

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

Our objective is to deliver a cohesive, industry-leading omnichannel experience that drives breakthrough engagement with our guests and unlocks the combined potential of our physical and digital channels.

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

Our vision is to

expand and deepen our presence across the beauty journey to drive consumer acquisition and 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 higher wage rates and transportation and shipping costs.

In addition, we anticipate ongoing headwinds from channel and category mix shifts.

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; we are building a modern ecosystem for future analytics and data-driven decisioning capabilities; and we are enhancing our supply chain network to increase agility, speed and cost-efficiency.

Our vision is to deliver profitable growth and competitive advantage by optimizing our cost structure to enable scale, developing agile operating processes that enable real-time visibility and decision-making, and building new capabilities tailored to win in a rapidly evolving omnichannel world.

These tenets are core to how we lead, how we engage with our guests and partners, and how we make decisions.

We value and encourage collaboration and enterprise thinking, and we respect and listen to our associates to continually improve as a company.

We have an experienced leadership team and passionate associates committed to living our values while caring for our guests and for each other.

Expand our environmental and social impact. As a leader in the beauty industry, we have an opportunity to drive positive impact.

We believe that beauty is for everyone, regardless of age, size, ability, skin tone, culture, or gender, and we strive to provide an environment where every associate feels they can realize their full potential and every guest is optimally served, regardless of differences.

We empower and inspire guests to make informed and sustainable product choices through our unique Conscious Beauty at Ulta Beauty® platform, and we strive to protect the beauty of our natural environment and minimize our impact on the world around us by managing our stores’ energy, water, and waste footprints.

We are committed to making the world a better place, and we are focused on driving sustainable change in areas where we can make the biggest impact and committed to collaborating with others to address shared challenges.

Our member data suggests our guests prefer to transact in physical stores, where they can discover and interact with products and other beauty enthusiasts.

Our retail store concept, including physical layout, displays, lighting, and quality of finishes, has changed over time to reflect the evolution of guest preferences and our merchandising and operating strategies.

As part of our ongoing efforts to enhance and evolve our in-store experience to best engage our guests, we are introducing a new layout in our new and remodeled stores.

In the new layout, categories

flow from prestige to mass with delineated fixturing showcasing each segment.

We believe this new layout better reflects how our guests shop and will simplify exploration and shopping.

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.

Strategy

Certain beauty enthusiasts are growing more interested in choosing products that support their own personal well-being and the well-being of workers, animals, communities, and the environment, and they are increasingly supporting brands whose products and actions align with their own values.

Reflecting the growing importance of these trends, in fiscal 2020 we launched Conscious Beauty at Ulta Beauty® in all stores, on Ulta.com, and on our mobile applications.

This holistic initiative provides transparency for guests to help them choose brands and products that reflect their personal values and individual needs.

Through this initiative, we certify brands and products across four key pillars, Clean Ingredients, Cruelty Free, Vegan, and Sustainable Packaging, and recognize brands for their positive impact on our community.

Displayed in stores on an endcap constructed of recycled and recyclable materials, the program launched in 2020 with 187 brands.

As of February 3, 2024, more than 300 brands participated in the program, with more than half certified in more than one pillar.

As part of the launch, we published our “Made Without List,” an evolving ingredient standard for clean beauty products, and established the Conscious Beauty Advisory Council, a coalition of experts at the forefront of clean beauty, product development, and packaging sustainability.

With the help of our Advisory Council, we will ensure that Conscious Beauty at Ulta Beauty® will continue to evolve and grow as expectations and standards for clean beauty continue to change.

In the years following the COVID-19 pandemic, consumers have increased their focus on self-care.

[removed: FORM 10-K][added: FORM 10-K]

[removed: For] [added: For] the fiscal year [removed: ended February 3, 2024][added: ended February 1, 2025]

[removed: Commission] [added: Commission] File [removed: Number: 001-33764][added: Number: 001-33764]

| [removed: Delaware] [added: Delaware] (State or other jurisdiction of incorporation or organization) | [removed: 38-4022268] [added: 38-4022268] (I.R.S. Employer Identification No.) |

| [removed: 1000] [added: 1000] Remington [removed: Blvd., Suite 120 Bolingbrook, Illinois] [added: Blvd., Suite 120 Bolingbrook, Illinois] (Address of principal executive offices) | [removed: 60440] [added: 60440] (Zip code) |

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 [removed: July 28, 2023,] [added: August 2, 2024,] as reported on the NASDAQ Global Select Market, was approximately [removed: $17,547,227,000.][added: $12,737,625,000.]

The number of shares of the registrant’s common stock, par value $0.01 per share, outstanding as of March [removed: 22, 2024] [added: 25, 2025] was [removed: 48,268,744] [added: 45,309,488] 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: 2024] [added: 2025] 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 February [removed: 3, 2024.][added: 1, 2025.]

| [Forward Looking Statements](#Forward_looking_statements) | | | | [removed: 4] [added: 3] |

| [Item 1.](#Item1Business_571097) | ​ | [Business](#Item1Business_571097) | ​ | [removed: 5] [added: 4] |

| [Item 1A.](#Item1ARiskFactors_628368) | ​ | [Risk Factors](#Item1ARiskFactors_628368) | ​ | [removed: 17] [added: 15] |

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

| [Item 1C.](#Item1CCybersecurity) | ​ | [Cybersecurity](#Item1CCybersecurity) | ​ | [removed: 27] [added: 26] |

| [Item 2.](#Item2Properties_676325) | ​ | [Properties](#Item2Properties_676325) | ​ | [removed: 30] [added: 28] |

| [Item 3.](#Item3LegalProceedings_817269) | ​ | [Legal Proceedings](#Item3LegalProceedings_817269) | ​ | [removed: 31] [added: 29] |

| [Item 4.](#Item4MineSafetyDisclosures_491985) | ​ | [Mine Safety Disclosures](#Item4MineSafetyDisclosures_491985) | ​ | [removed: 31] [added: 29] |

| [Item 4A.](#Item4A) | ​ | [Executive Officers](#Item4A) | ​ | [removed: 31] [added: 29] |

| [Item 5.](#Item5MarketforRegistrantsCommonEquityRel) | ​ | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#Item5MarketforRegistrantsCommonEquityRel) | ​ | [removed: 33] [added: 30] |

| [Item 6.](#Item6_835160) | ​ | [\[Reserved\]](#Item6_Reserved) | ​ | [removed: 35] [added: 33] |

| [Item 7.](#Item7_651497) | ​ | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item7_651497) | ​ | [removed: 36] [added: 33] |

| [Item 7A.](#Item7AQuantitativeandQualitativeDisclosu) | ​ | [Quantitative and Qualitative Disclosures about Market Risk](#Item7AQuantitativeandQualitativeDisclosu) | ​ | [removed: 48] [added: 45] |

| [Item 8.](#Item8FinancialStatementsandSupplementary) | ​ | [Financial Statements and Supplementary Data](#Item8FinancialStatementsandSupplementary) | ​ | [removed: 49] [added: 46] |

| [Item 9.](#Item9ChangesinandDisagreementswithAccoun) | ​ | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#Item9ChangesinandDisagreementswithAccoun) | ​ | [removed: 79] [added: 76] |

| [Item 9A.](#Item9AControlsandProcedures_91034) | ​ | [Controls and Procedures](#Item9AControlsandProcedures_91034) | ​ | [removed: 79] [added: 76] |

| [Item 9B.](#Item9BOtherInformation_494278) | ​ | [Other Information](#Item9BOtherInformation_494278) | ​ | [removed: 79] [added: 76] |

| [Item 9C.](#_Item_9C._) | ​ | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#_Item_9C._) | ​ | [removed: 80] [added: 77] |

| [Item 10.](#Item10DirectorsExecutiveOfficersandCorpo) | ​ | [Directors, Executive Officers and Corporate Governance](#Item10DirectorsExecutiveOfficersandCorpo) | ​ | [removed: 80] [added: 77] |

| [Item 11.](#Item11ExecutiveCompensation_650349) | ​ | [Executive Compensation](#Item11ExecutiveCompensation_650349) | ​ | [removed: 80] [added: 77] |

| [Item 12.](#Item12SecurityOwnershipofCertainBenefici) | ​ | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12SecurityOwnershipofCertainBenefici) | ​ | [removed: 80] [added: 77] |

| [Item 13.](#Item13CertainRelationshipsandRelatedTran) | ​ | [Certain Relationships and Related Transactions, and Director Independence](#Item13CertainRelationshipsandRelatedTran) | ​ | [removed: 80] [added: 77] |

| [Item 14.](#Item14PrincipalAccountantFeesandServices) | ​ | [Principal Accountant Fees and Services](#Item14PrincipalAccountantFeesandServices) | ​ | [removed: 80] [added: 77] |

| [Item 15.](#Item15ExhibitsandFinancialStatementSched) | ​ | [Exhibits and Financial Statement Schedules](#Item15ExhibitsandFinancialStatementSched) | ​ | [removed: 81] [added: 78] |

| [Item 16.](#Item16_10KSummary) | ​ | [Form 10-K Summary](#Item16_10KSummary) | ​ | [removed: 84] [added: 81] |

| [Signatures](#Signatures) | | | ​ | [removed: 85] [added: 82] |

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

| | ● | changes in the overall level of consumer spending and volatility in the economy, including as a result of macroeconomic [removed: conditions] [added: conditions, tariffs,] and geopolitical events; |

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

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

| | ● | 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 February [removed: 3, 2024,] [added: 1, 2025,] as such may be amended or supplemented in our subsequently filed Quarterly Reports on Form 10-Q. |

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 [added: International Organization for Standardization and other applicable industry standards.]

[removed: 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’s Chief Technology and [removed: Information] [added: Transformation] Officer [removed: (CTIO)] [added: (CTTO)] and [added: President 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 Company’s cybersecurity risk management and strategy processes, which are discussed in greater detail above, are led by our [removed: CTIO] [added: CTTO] and our Vice President IT Risk Management.

The Company’s [removed: CTIO] [added: CTTO] 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.

The Company’s [removed: CTIO] [added: CTTO] 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.

These efforts include a

International Organization for Standardization and other applicable industry standards.

All of our retail stores, distribution centers, fast fulfillment [removed: centers,] [added: center,] market fulfillment centers, and corporate offices are leased or subleased.

As of February [removed: 3, 2024,] [added: 1, 2025,] we operated [removed: 1,385] [added: 1,445] retail stores across 50 states, as shown in the table below:

| Alabama | ​ | [removed: 25] [added: 27] | ​ | Montana | ​ | 6 |

| Arizona | ​ | [removed: 35] [added: 38] | ​ | Nevada | ​ | 16 |

| California | ​ | [removed: 170] [added: 174] | ​ | New Jersey | ​ | [removed: 45] [added: 46] |

| Connecticut | ​ | [removed: 19] [added: 21] | ​ | New York | ​ | [removed: 55] [added: 58] |

| Delaware | ​ | 4 | ​ | North Carolina | ​ | [removed: 45] [added: 48] |

| Florida | ​ | [removed: 99] [added: 102] | ​ | North Dakota | ​ | 4 |

| Georgia | ​ | [removed: 43] [added: 44] | ​ | Ohio | ​ | [removed: 46] [added: 48] |

| Hawaii | ​ | 4 | ​ | Oklahoma | ​ | [removed: 22] [added: 23] |

| Idaho | ​ | [removed: 9] [added: 10] | ​ | Oregon | ​ | [removed: 18] [added: 21] |

| Illinois | ​ | [removed: 55] [added: 56] | ​ | Pennsylvania | ​ | [removed: 45] [added: 47] |

| Indiana | ​ | 26 | ​ | Rhode Island | ​ | [removed: 4] [added: 5] |

| Iowa | ​ | [removed: 11] [added: 12] | ​ | South Carolina | ​ | [removed: 24] [added: 27] |

| Kansas | ​ | [removed: 13] [added: 14] | ​ | South Dakota | ​ | 3 |

| Kentucky | ​ | 16 | ​ | Tennessee | ​ | [removed: 31] [added: 34] |

| Louisiana | ​ | [removed: 18] [added: 19] | ​ | Texas | ​ | [removed: 131] [added: 138] |

| Maine | ​ | 3 | ​ | Utah | ​ | [removed: 15] [added: 17] |

| Maryland | ​ | [removed: 28] [added: 29] | ​ | Vermont | ​ | 1 |

| Massachusetts | ​ | 27 | ​ | Virginia | ​ | [removed: 33] [added: 36] |

| Michigan | ​ | [removed: 49] [added: 50] | ​ | Washington | ​ | 37 |

| Minnesota | ​ | [removed: 20] [added: 21] | ​ | West Virginia | ​ | 7 |

| Mississippi | ​ | 12 | ​ | Wisconsin | ​ | [removed: 21] [added: 22] |

| Missouri | ​ | [removed: 25] [added: 26] | ​ | Wyoming | ​ | [removed: 4] [added: 5] |

The general location, approximate size, and lease expiration date for each distribution center (DC), fast fulfillment center (FFC) and market fulfillment center (MFC) at February [removed: 3, 2024,] [added: 1, 2025,] are set forth below:

| Bolingbrook, Illinois [removed: (1)] | ​ | MFC | ​ | 321,132 | ​ | July 31, 2033 |

| Greenwood, Indiana | ​ | DC | ​ | 670,680 | ​ | July 31, [removed: 2025] [added: 2030] |

| Romeoville, Illinois [added: (1)] | ​ | FFC | ​ | 291,335 | ​ | May 31, 2026 |

The corporate office is approximately [removed: 349,000] [added: 362,000] square feet with lease terms expiring in 2028.

| ​ | ​ | ​ | ​ | Total | ​ | 1,445 |

| | (1) | Not in service as of February 1, 2025 |

| ​ | ​ | ​ | ​ | Total | ​ | 1,385 |

| | (1) | Expected to open in fiscal 2024. |

The names of our executive officers, their ages and their positions (as of February [removed: 3, 2024)] [added: 1, 2025)] are shown below:

| [removed: David C. Kimbell] [added: Kecia L. Steelman] | ​ | [removed: 57] [added: 54] | ​ | [added: President and] Chief Executive Officer and member of the Board of Directors |

| [removed: Scott] [added: Paula] M. [removed: Settersten] [added: Oyibo] | ​ | [removed: 63] [added: 45] | ​ | Chief Financial [removed: Officer, Treasurer] [added: Officer] and [removed: Assistant Secretary] [added: Treasurer] |

| Jodi J. Caro | ​ | [removed: 58] [added: 59] | ​ | General Counsel, Chief Risk & Compliance Officer and Corporate Secretary |

| Anita J. Ryan | ​ | [removed: 59] [added: 60] | ​ | Chief Human Resources Officer |

_Kecia Steelman._ Ms. Steelman was named President and Chief [removed: Operating] [added: Executive] Officer in [added: January 2025, after having previously served as President and Chief Operating Officer since] September 2023, and Chief Operating Officer [removed: in] [added: since] June 2021.

From 2005 to 2009, Ms. Steelman was Vice President, General Manager of Expo Design Center, [removed: Home Depot Design Center, and YardBIRDs and Director of New Store Innovations at the Home Depot Corporation.]

Ms. Steelman currently serves on the board of directors for [removed: Metropolitan Family Services] [added: The Bay Club, a KKR portfolio company, World Business Chicago,] and [added: serves as] the [removed: Adler Planetarium, and is a member] [added: Chair] of [removed: The Economic Club] [added: the Board] of [removed: Chicago.][added: Directors for the Adler Planetarium.]

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

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

Home Depot Design Center, and YardBIRDs and Director of New Store Innovations at the Home Depot Corporation.

She is also a member of The Economic Club of Chicago.

_Paula M.

Oyibo._ Ms. Oyibo was named Chief Financial Officer and Treasurer in April 2024, after serving in key leadership roles across the Finance organization since 2019.

Previously, Ms. Oyibo served as Senior Vice President, Finance since February 2022, where she had oversight of the Financial Planning & Analysis, Treasury and Non-Merchandise Procurement functions, after serving as Vice President of Finance for Merchandising, Marketing, and eCommerce since 2019.

Prior to joining Ulta Beauty, Ms. Oyibo served in finance and controller roles at Whirlpool Corporation and in senior level auditing and consulting positions with PricewaterhouseCoopers LLP.

Ms. Oyibo currently serves on the board of directors of Girls Inc. of Chicago.

Ms. Ryan also serves as President and Chair for Ulta Beauty Charitable Foundation.

| Kecia L. Steelman | ​ | 53 | ​ | President and Chief Operating Officer |

_David C.

Kimbell._ Mr. Kimbell was named Chief Executive Officer in June 2021 after having previously served as President since December 2019, Chief Merchandising and Marketing Officer since March 2015, and Chief Marketing Officer since February 2014.

Prior to joining Ulta Beauty, he served as Chief Marketing Officer and Executive Vice President at U.S. Cellular, Chief Marketing Officer 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

Company from 1995 to 2001.

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

Mr. Kimbell currently serves on the board of directors for Big Brothers Big Sisters of Metropolitan Chicago and Chicago Lights, and is a member of The Economic Club of Chicago.

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

_Scott M.

Settersten._ Mr. Settersten was named Chief Financial Officer, Treasurer and Assistant Secretary in March 2013, after serving as Acting Chief Financial Officer and Assistant Secretary since October 2012.

Previously, Mr. Settersten served as Vice President of Accounting since 2010, after joining Ulta Beauty in January 2005 as a Director of Financial Reporting.

Prior to Ulta Beauty, Mr. Settersten spent 15 years with PricewaterhouseCoopers LLP as a certified public accountant serving in various senior manager roles in the assurance and risk management practices.

The last reported sale price of our common stock on the NASDAQ Global Select Market on March [removed: 22, 2024] [added: 25, 2025] was [removed: $520.37] [added: $370.75] per share.

As of March [removed: 22, 2024,] [added: 25, 2025,] we had [removed: 27] [added: 25] holders of record of our common stock.

[removed: Because many shares of] common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.

The following table sets forth repurchases of our common stock during the fourth quarter of [removed: 2023:][added: 2024:]

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

| (1) | There were [removed: 352,005] [added: 620,053] shares repurchased as part of our publicly announced share repurchase program during the [removed: 14] [added: 13] weeks ended February [removed: 3, 2024] [added: 1, 2025] and there were [removed: 493] [added: 470] shares transferred from employees in satisfaction of minimum statutory tax withholding obligations upon the vesting of restricted stock during the period. |

The following table provides information about Ulta Beauty common stock that may be issued under our equity compensation plans as of February [removed: 3, 2024:][added: 1, 2025:]

| (2) | Includes [removed: 307,424] [added: 299,339] shares issuable pursuant to the exercise of outstanding stock options, [removed: 140,004] [added: 125,254] shares issuable pursuant to restricted stock units, and [removed: 105,623] [added: 92,925] 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 Consumer Discretionary (Industry Group, SP500-2550) for the period covering February [removed: 2, 2019] [added: 1, 2020] through the end of Ulta Beauty’s fiscal year ended February [removed: 3, 2024.][added: 1, 2025.]

The graph assumes an investment of $100 made at the closing of trading on February [removed: 2, 2019] [added: 1, 2020] in (i) Ulta Beauty’s common stock, (ii) the stocks comprising the S&P 500 and (iii) the stocks comprising the S&P 500 Consumer Discretionary (Industry Group, SP500-2550).

[removed: ][added: ]

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

| Company / Index | | [removed: 2019 | | |] 2020 | | | 2021 | | | 2022 | | | 2023 | | | 2024 | | [added: | 2025 | |]

Because many shares of

| November 3, 2024 to November 30, 2024 | ​ | 197,479 | ​ | $ | 369.12 | ​ | 197,479 | ​ | $ | 2,873,113 |

| December 1, 2024 to December 28, 2024 | ​ | 171,319 | ​ | ​ | 424.90 | ​ | 171,256 | ​ | ​ | 2,801,012 |

| December 29, 2024 to February 1, 2025 | ​ | 251,725 | ​ | ​ | 422.97 | ​ | 251,318 | ​ | ​ | 2,695,737 |

| 13 weeks ended February 1, 2025 | ​ | 620,523 | ​ | ​ | 406.37 | ​ | 620,053 | ​ | ​ | 2,695,737 |

| (2) | We may repurchase up to $3.0 billion of the Company’s common stock under the share repurchase program the Board of Directors authorized in October 2024, which revoked the previously authorized but unused amounts under the share repurchase program the Board of Directors authorized in March 2024. As of February 1, 2025, $2.7 billion remained available under the October 2024 Share Repurchase Program. |

| Equity compensation plans approved by security holders (1) | | 517,518 | ​ | $ | 349.12 | | 2,092,045 |

| Ulta Beauty | ​ | $ | 100.00 | | $ | 104.42 | | $ | 133.94 | | $ | 188.75 | | $ | 188.62 | | $ | 153.84 |

| S&P 500 | ​ | ​ | 100.00 | ​ | ​ | 115.15 | ​ | ​ | 137.40 | ​ | ​ | 126.20 | ​ | ​ | 153.73 | ​ | ​ | 187.27 |

| S&P 500 Consumer Discretionary | ​ | ​ | 100.00 | ​ | ​ | 140.50 | ​ | ​ | 147.90 | ​ | ​ | 121.43 | ​ | ​ | 169.13 | ​ | ​ | 219.98 |

| 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 |

| (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 February 3, 2024, the amount remaining available was $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.” |

| 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 |

​​

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

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

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

| [Consolidated Statements of Cash Flows](#Consol_Stmnts_Cash_Flows) | [removed: 57] [added: 53] |

| [Consolidated Statements of Stockholders’ Equity](#Consol_Stmnts_Stockhldrs_Equity) | [removed: 58] [added: 54] |

| [Notes to Consolidated Financial Statements](#Notes_to_Consol_Fin_Statements) | [removed: 59] [added: 55] |

| [Schedule II – Valuation and Qualifying Accounts](#Schedule_II) | [removed: 78] [added: 75] |

[removed: The] [added: To the] Stockholders and the Board of Directors of Ulta Beauty, Inc.

We have audited the accompanying consolidated balance sheets of Ulta Beauty, Inc. (the Company) as of February [removed: 3, 2024] [added: 1, 2025] and [removed: January 28, 2023,] [added: February 3, 2024,] the related consolidated statements of income, [removed: comprehensive income,] stockholders’ equity, and cash flows for each of the three years in the period ended February [removed: 3, 2024,] [added: 1, 2025,] and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at February [removed: 3, 2024] [added: 1, 2025] and [removed: January 28, 2023,] [added: February 3, 2024,] and the [removed: consolidated] results of its operations and its cash flows for each of the three years in the period ended February [removed: 3, 2024,] [added: 1, 2025,] 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 [removed: 3, 2024,] [added: 1, 2025,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March [removed: 26, 2024] [added: 27, 2025] expressed an unqualified opinion thereon.

Such procedures [removed: include] [added: included] examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

| Description of the [removed: matter] [added: 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 [removed: assumptions, such as] [added: assumptions of] 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. ​ |

[removed: The] [added: To the] Stockholders’ and the Board of Directors [added: of] Ulta Beauty, Inc.

We have audited Ulta Beauty, Inc.’s internal control over financial reporting as of February [removed: 3, 2024,] [added: 1, 2025,] based on criteria established in Internal Control [removed: - Integrated] [added: —Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Ulta Beauty, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of February [removed: 3, 2024,] [added: 1, 2025,] based on [added: the] COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of February [removed: 3, 2024] [added: 1, 2025] and [removed: January 28, 2023,] [added: February 3, 2024,] the related consolidated statements of income, [removed: comprehensive income,] stockholders’ equity and cash flows for each of the three years in the period ended February [removed: 3, 2024,] [added: 1, 2025,] and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated March [removed: 26, 2024] [added: 27, 2025] expressed an unqualified opinion thereon.

| ​ | ​ | February [added: 1, | | ​ | February] 3, | | ​ | January 28, | |

| (In thousands, except per share data) | [added: ​] | [added: 2025 | | |] 2024 | | | 2023 | |

| Cash and cash equivalents [added: at beginning of year] | ​ | [removed: $] [added: ​] | 766,594 | ​ | [removed: $] [added: ​] | 737,877 | [added: ​ | ​ | 431,560 |]

| Receivables, net | ​ | ​ | [removed: 207,939] [added: 223,334] | ​ | ​ | [removed: 199,422] [added: 207,939] |

| Merchandise inventories, net | ​ | ​ | [removed: 1,742,136] [added: 1,968,214] | ​ | ​ | [removed: 1,603,451] [added: 1,742,136] |

| Prepaid expenses and other current assets | ​ | ​ | [removed: 115,598] [added: 129,113] | ​ | ​ | [removed: 130,246] [added: 115,598] |

| Prepaid income taxes | ​ | ​ | [removed: 4,251] [added: 4,946] | ​ | ​ | [removed: 38,308] [added: 4,251] |

| Total current assets | ​ | ​ | [removed: 2,836,518] [added: 3,028,808] | ​ | ​ | [removed: 2,709,304] [added: 2,836,518] |

| Property and equipment, net | ​ | ​ | [removed: 1,182,335] [added: 1,239,295] | ​ | ​ | [removed: 1,009,273] [added: 1,182,335] |

| Operating lease assets | ​ | ​ | [removed: 1,574,530] [added: 1,609,870] | ​ | ​ | [removed: 1,561,263] [added: 1,574,530] |

| Other intangible assets, net | ​ | ​ | [removed: 510] [added: 204] | ​ | ​ | [removed: 1,312] [added: 510] |

| Deferred compensation plan assets | ​ | ​ | [removed: 43,516] [added: 47,951] | ​ | ​ | [removed: 35,382] [added: 43,516] |

| Other long-term assets | ​ | ​ | [removed: 58,732] [added: 64,695] | ​ | ​ | [removed: 43,007] [added: 58,732] |

| Total assets | ​ | $ | [removed: 5,707,011] [added: 6,001,693] | ​ | $ | [removed: 5,370,411] [added: 5,707,011] |

| Accounts payable | ​ | $ | [removed: 544,001] [added: 563,761] | ​ | $ | [removed: 559,527] [added: 544,001] |

| Accrued liabilities | ​ | ​ | [removed: 382,468] [added: 380,241] | ​ | ​ | [removed: 444,278] [added: 382,468] |

| Deferred revenue | ​ | ​ | [removed: 436,591] [added: 500,585] | ​ | ​ | [removed: 394,677] [added: 436,591] |

| Current operating lease liabilities | ​ | ​ | [removed: 283,821] [added: 288,114] | ​ | ​ | [removed: 283,293] [added: 283,821] |

| Accrued income taxes | ​ | ​ | [removed: 11,310] [added: 46,777] | ​ | ​ | [removed: —] [added: 11,310] |

| Total current liabilities | ​ | ​ | [removed: 1,658,191] [added: 1,779,478] | ​ | ​ | [removed: 1,681,775] [added: 1,658,191] |

| Non-current operating lease liabilities | ​ | ​ | [removed: 1,627,271] [added: 1,635,120] | ​ | ​ | [removed: 1,619,883] [added: 1,627,271] |

| Deferred income taxes | ​ | ​ | [removed: 85,921] [added: 42,593] | ​ | ​ | [removed: 55,346] [added: 85,921] |

| Other long-term liabilities | ​ | ​ | [removed: 56,300] [added: 56,149] | ​ | ​ | [removed: 53,596] [added: 56,300] |

March 27, 2025

March 27, 2025

| (In thousands, except per share data) | | 2025 | | | 2024 | |

| Cash and cash equivalents | ​ | $ | 703,201 | ​ | $ | 766,594 |

| Debt issuance costs | ​ | ​ | (4,159) | ​ | ​ | — | ​ | ​ | — |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| Net income | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 1,201,118 | ​ | ​ | 1,201,118 |

| Repurchase of common shares, including excise tax | ​ | (2,489) | ​ | ​ | (25) | ​ | — | ​ | ​ | — | ​ | ​ | (9,459) | ​ | ​ | (1,013,974) | ​ | ​ | (1,023,458) |

| Balance – February 1, 2025 | ​ | 46,809 | ​ | $ | 468 | ​ | (844) | ​ | $ | (106,793) | ​ | $ | 1,120,769 | ​ | $ | 1,473,909 | ​ | $ | 2,488,353 |

| Cash and cash equivalents | ​ | $ | 703,201 | ​ | $ | 766,594 |

Recently adopted accounting pronouncements

The Company adopted ASU 2023-07 in fiscal 2024.

_Income Statement – Reporting Comprehensive Income (Topic 220-40): Expense Disaggregation Disclosures_

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

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

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

within fiscal years beginning after December 15, 2027.

| Skincare | ​ | 23% | ​ | 22% | ​ | 20% |

| Haircare | ​ | 19% | ​ | 20% | ​ | 22% |

| Fragrance | ​ | 13% | ​ | 11% | ​ | 11% |

| Other | ​ | 2% | ​ | 2% | ​ | 2% |

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

| ​ | ​ | February 1, | | ​ | February 3, | |

| ​ | ​ | February 1, | | ​ | February 3, | |

| (In thousands) | | 2025 | | | 2024 | |

| ​ | ​ | February 1, | | ​ | February 3, | |

| (In thousands) | | 2025 | | | 2024 | |

| ​ | ​ | February 1, | | ​ | February 3, | |

| (In thousands) | | 2025 | | | 2024 | |

| ​ | ​ | | 3,393,126 | ​ | | 3,194,029 |

6.

| ​ | ​ | February 1, | | ​ | February 3, | |

| (In thousands) | ​ | 2025 | | | 2024 | |

| ​ | ​ | ​ | ​ | February 1, 2025 | | | | | | | | ​ | February 3, 2024 | | | | | | | |

| 2029 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | — |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 204 |

| ​ | ​ | ​ | ​ | February 1, | | ​ | February 3, | |

| 2025 | ​ | ​ | ​ | $ | 362,147 |

| 2026 | ​ | ​ | ​ | ​ | 392,214 |

ULTA BEAUTY, INC.

​

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

March 26, 2024

_See accompanying notes to consolidated financial statements._

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

Consolidated Statements of Comprehensive Income

| Other comprehensive income: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Foreign currency translation adjustments | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (56) |

| Effect of exchange rate changes on cash and cash equivalents | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (56) |

| Cash and cash equivalents at beginning of year | ​ | ​ | 737,877 | ​ | ​ | 431,560 | ​ | ​ | 1,046,051 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| Balance – January 30, 2021 | ​ | 56,952 | ​ | $ | 569 | ​ | (692) | ​ | $ | (37,801) | ​ | $ | 847,303 | ​ | $ | 1,189,422 | ​ | $ | 56 | ​ | $ | 1,999,549 |

| Net income | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 985,837 | ​ | ​ | — | ​ | ​ | 985,837 |

| Foreign currency translation adjustments | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (56) | ​ | ​ | (56) |

| Repurchase of common shares | ​ | (4,250) | ​ | ​ | (42) | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (1,521,883) | ​ | ​ | — | ​ | ​ | (1,521,925) |

_SEC Climate-Related Disclosures_In March 2024, the SEC adopted rules intended to enhance and standardize climate-related disclosures in registration statements and annual reports.

The new rules will require disclosure of material climate-related risks, including disclosure of Board of Directors' oversight and risk management activities, the material impacts of these risks to us and the quantification of material impacts to us as a result of severe weather events and other natural conditions.

The rules also require disclosure of material greenhouse gas emissions and any material climate-related targets and goals.

The new rules will be effective for annual reporting periods beginning in fiscal year 2025, except for the greenhouse gas

emissions disclosures which will be effective for annual reporting periods beginning in fiscal year 2026.

The Company is currently evaluating the impact of these new rules.

| Skincare | ​ | 19% | ​ | 17% | ​ | 17% |

| Haircare products and styling tools | ​ | 19% | ​ | 21% | ​ | 20% |

| Fragrance and bath | ​ | 15% | ​ | 14% | ​ | 14% |

| Accessories and other | ​ | 3% | ​ | 3% | ​ | 3% |

| ​ | ​ | | 3,194,029 | ​ | | 2,863,179 |

​

6.

| 2024 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 306 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 510 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| 2024 | ​ | ​ | ​ | $ | 347,558 |

| 2025 | ​ | ​ | ​ | ​ | 385,859 |

| 2026 | ​ | ​ | ​ | ​ | 346,833 |

| 2027 | ​ | ​ | ​ | ​ | 297,232 |

| 2028 | ​ | ​ | ​ | ​ | 225,358 |

| 2029 and thereafter | ​ | ​ | ​ | ​ | 564,247 |

Based on management’s evaluation as of February [removed: 3, 2024,] [added: 1, 2025,] our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective to ensure that the information required to be disclosed by us in our reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our principal executive officer and our principal financial officer, management evaluated the effectiveness of our internal control over financial reporting as of February [removed: 3, 2024,] [added: 1, 2025,] based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO).

Based on this evaluation, our principal executive officer and principal financial officer concluded that our internal controls over financial reporting were effective as of February [removed: 3, 2024.][added: 1, 2025.]

Ernst & Young LLP, the independent registered public accounting firm that audited our financial statements included in this Annual Report on Form 10-K, has audited the effectiveness of our internal control over financial reporting as of February [removed: 3, 2024] [added: 1, 2025] and has issued the attestation report included in Item 8 of this Annual Report on Form 10-K.

There were no changes to our internal controls over financial reporting during the [removed: 14] [added: 13] weeks ended February [removed: 3, 2024] [added: 1, 2025] that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

During the [removed: 14] [added: 13] weeks ended February [removed: 3, 2024,] [added: 1, 2025,] no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

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 – [removed: Information About Our Directors Continuing in Office”] [added: Insider Trading Policy”] and “Corporate Governance – Audit Committee” in our definitive Proxy Statement for our [removed: 2024] [added: 2025] 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 of the Board of Directors,” and “Corporate Governance – Non-Employee Director Compensation for Fiscal [removed: 2023”] [added: 2024”] 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 February [removed: 3, 2024] [added: 1, 2025] is set forth in Item 5 of this Annual Report on Form 10-K under the caption “Securities authorized for issuance under equity compensation plans.”

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

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

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

| [Consolidated Statements of Cash Flows](#Consol_Stmnts_Cash_Flows) | [removed: 57] [added: 53] |

| [Consolidated Statements of Stockholders’ Equity](#Consol_Stmnts_Stockhldrs_Equity) | [removed: 58] [added: 54] |

| [Notes to Consolidated Financial Statements](#Notes_to_Consol_Fin_Statements) | [removed: 59] [added: 55] |

| [Schedule II – Valuation and Qualifying Accounts](#Schedule_II) | [removed: 78] [added: 75] |

| ​ | ​ | ​ | ​ | ​ | ​ | Incorporated by Reference | | | | | | | | [added: |]

| Exhibit | ​ | ​ | ​ | Filed | ​ | ​ | ​ | | Exhibit | ​ | File | ​ | ​ | [added: |]

| Number | | Description of document | | Herewith | | Form | | | Number | | Number | | Filing Date | [added: |]

| 3.1 | ​ | [Certificate of Incorporation of Ulta Beauty, 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 | ​ | 6/07/2023 | [added: |]

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

| 4 | ​ | [Description of Ulta Beauty, Inc.’s Securities](https://www.sec.gov/Archives/edgar/data/1403568/000155837024003941/ulta-20240203xex4d4.htm) | ​ | [removed: X |] ​ | ​ | [removed: ​] [added: 10-K] | ​ | [added: 4] | [removed: ​] | ​ | [removed: ​] [added: 001-33764] | ​ | [added: 3/26/2024 | |]

| 10.1 | ​ | [Compensation Plan Agreement, dated as of January 27, 2017 between Ulta Salon, Cosmetics & Fragrance, Inc. and Ulta Beauty, Inc.*](http://www.sec.gov/Archives/edgar/data/1403568/000119312517022507/d336813dex101.htm) | ​ | ​ | ​ | 8-K | ​ | 10.1 | | ​ | 001-33764 | ​ | 1/30/2017 | [added: |]

| 10.2 | ​ | [Amendment No. 3 to Second Amended and Restated Agreement, dated March 13, 2024, among Ulta Beauty, Inc., Ulta Salon, Cosmetics & Fragrance, Inc., the subsidiaries of Ulta Beauty signatory thereto, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent and collateral agent for the lenders](https://www.sec.gov/Archives/edgar/data/1403568/000155837024003941/ulta-20240203xex10d2.htm) | ​ | [removed: X |] ​ | ​ | [removed: ​] [added: 10-K] | ​ | [added: 10.2] | [removed: ​] | ​ | [removed: ​] [added: 001-33764] | ​ | [added: 3/26/2024 | |]

| 10.3 | ​ | [removed: [Ulta Beauty, Inc. Second Amended] [added: [Amended] and Restated [removed: Restricted Stock Option Plan*](http://www.sec.gov/Archives/edgar/data/1403568/000095013707012546/c16047a1exv10w7.htm)] [added: Ulta Beauty, Inc. 2011 Incentive Award Plan*](http://www.sec.gov/Archives/edgar/data/1403568/000119312516548224/d101608ddef14a.htm)] | ​ | ​ | ​ | [removed: S-1] [added: DEF 14A] | ​ | [removed: 10.7] [added: Appendix A] | | ​ | [removed: 333-144405] [added: 001-33764] | ​ | [removed: 8/17/2007] [added: 4/20/2016] | [added: |]

| [removed: 10.6] [added: 10.17] | ​ | [removed: [Amended] [added: [2023 Form of Stock Option Agreement under the Amended] and Restated Ulta Beauty, Inc. 2011 Incentive Award [removed: Plan*](http://www.sec.gov/Archives/edgar/data/1403568/000119312516548224/d101608ddef14a.htm)] [added: Plan*](https://www.sec.gov/Archives/edgar/data/1403568/000155837023004581/ulta-20230128xex10d21.htm)] | ​ | ​ | ​ | [removed: DEF 14A] [added: 10-K] | ​ | [removed: Appendix A] [added: 10.21] | | ​ | 001-33764 | ​ | [removed: 4/20/2016] [added: 3/24/2023] | [added: |]

| [removed: 10.7] [added: 10.4] | ​ | [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 | [added: |]

| [removed: 10.8] [added: 10.5] | ​ | [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 | [added: |]

| [removed: 10.9] [added: 10.6] | ​ | [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 | [added: |]

| [removed: 10.10] [added: 10.7] | ​ | [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 | [added: |]

| [removed: 10.11] [added: 10.8] | ​ | [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 | [added: |]

| [removed: 10.12] [added: 10.9] | ​ | [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 | [added: |]

| [removed: 10.13] [added: 10.10] | ​ | [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 | [added: |]

| [removed: 10.14] [added: 10.11] | ​ | [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 | [added: |]

| [removed: 10.15] [added: 10.12] | ​ | [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 | [added: |]

| [removed: 10.16] [added: 10.13] | ​ | [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 | [added: |]

| [removed: 10.17] [added: 10.14] | ​ | [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 | [added: |]

| [removed: 10.18] [added: 10.15] | ​ | [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 | [added: |]

| [removed: 10.19] [added: 10.16] | ​ | [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) | ​ | ​ | ​ | 10-K | ​ | 10.20 | | ​ | 001-33764 | ​ | 3/24/2023 | [added: |]

| [removed: 10.20] [added: 10.18] | ​ | [2023 Form of [added: Restricted] Stock [removed: Option] [added: Unit Award] Agreement under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award [removed: Plan*](https://www.sec.gov/Archives/edgar/data/1403568/000155837023004581/ulta-20230128xex10d21.htm)] [added: Plan*](https://www.sec.gov/Archives/edgar/data/1403568/000155837023004581/ulta-20230128xex10d22.htm)] | ​ | ​ | ​ | 10-K | ​ | [removed: 10.21] [added: 10.22] | | ​ | 001-33764 | ​ | 3/24/2023 | [added: |]

| 21 | ​ | [List of Significant [removed: Subsidiaries](https://www.sec.gov/Archives/edgar/data/1403568/000155837024003941/ulta-20240203xex21.htm)] [added: Subsidiaries](https://www.sec.gov/Archives/edgar/data/1403568/000155837025003810/ulta-20250201xex21.htm)] | ​ | X | ​ | ​ | ​ | ​ | | ​ | ​ | ​ | ​ | [added: |]

| 23 | ​ | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1403568/000155837024003941/ulta-20240203xex23.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1403568/000155837025003810/ulta-20250201xex23.htm)] | ​ | X | ​ | ​ | ​ | ​ | | ​ | ​ | ​ | ​ | [added: |]

| 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/1403568/000155837024003941/ulta-20240203xex31d1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1403568/000155837025003810/ulta-20250201xex31d1.htm)] | ​ | X | ​ | ​ | ​ | ​ | | ​ | ​ | ​ | ​ | [added: |]

| 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/1403568/000155837024003941/ulta-20240203xex31d2.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1403568/000155837025003810/ulta-20250201xex31d2.htm)] | ​ | X | ​ | ​ | ​ | ​ | | ​ | ​ | ​ | ​ | [added: |]

| 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/1403568/000155837024003941/ulta-20240203xex32d1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1403568/000155837025003810/ulta-20250201xex32d1.htm)] | ​ | X | ​ | ​ | ​ | ​ | | ​ | ​ | ​ | ​ | [added: |]

| 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/1403568/000155837024003941/ulta-20240203xex32d2.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1403568/000155837025003810/ulta-20250201xex32d2.htm)] | ​ | X | ​ | ​ | ​ | ​ | | ​ | ​ | ​ | ​ | [added: |]

| 97 | ​ | [Ulta Beauty, Inc. Senior Leadership Clawback Policy](https://www.sec.gov/Archives/edgar/data/1403568/000155837024003941/ulta-20240203xex97.htm) | ​ | [removed: X |] ​ | ​ | [removed: ​] [added: 10-K] | ​ | [added: 97] | [removed: ​] | ​ | [removed: ​] [added: 001-33764] | ​ | [added: 3/26/2024 | |]

| 99 | ​ | Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders. \[To be filed with the SEC under Regulation 14A within 120 days after February [removed: 3, 2024;] [added: 1, 2025;] except to the extent specifically incorporated by reference, the Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders shall not be deemed to be filed with the SEC as part of this Annual Report on Form 10-K\] | ​ | ​ | ​ | ​ | ​ | ​ | | ​ | ​ | ​ | ​ | [added: |]

| 101.INS | ​ | Inline XBRL Instance | ​ | X | ​ | ​ | ​ | ​ | | ​ | ​ | ​ | ​ | [added: |]

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | ​ | ​ | ​ | ​ | ​ | |

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

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | ​ | ​ | ​ | ​ | ​ | |

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

| ​ | ​ | ​ | ​ | ​ | ​ | Incorporated by Reference | | | | | | | | |

| Exhibit | ​ | ​ | ​ | Filed | ​ | ​ | ​ | | Exhibit | ​ | File | ​ | ​ | |

| Number | | Description of document | | Herewith | | Form | | | Number | | Number | | Filing Date | |

| 10.19 | ​ | [Transition and Advisory Agreement between Ulta Beauty, Inc. and David Kimbell](https://www.sec.gov/Archives/edgar/data/1403568/000155837025003810/ulta-20250201xex10d19.htm) | ​ | X | ​ | ​ | ​ | ​ | | ​ | ​ | ​ | ​ | |

| 19 | ​ | [Ulta Beauty, Inc. Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/1403568/000155837025003810/ulta-20250201xex19.htm) | ​ | X | ​ | ​ | ​ | ​ | | ​ | ​ | ​ | ​ | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | ​ | ​ | ​ | ​ | ​ | |

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

| ​ | ​ | ​ | ​ | ​ | ​ | Incorporated by Reference | | | | | | | | |

| Exhibit | ​ | ​ | ​ | Filed | ​ | ​ | ​ | | Exhibit | ​ | File | ​ | ​ | |

| Number | | Description of document | | Herewith | | Form | | | Number | | Number | | Filing Date | |

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

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | ​ | ​ | ​ | ​ | ​ |

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

| 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 |

| 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 |

| 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) | ​ | ​ | ​ | 10-K | ​ | 10.22 | | ​ | 001-33764 | ​ | 3/24/2023 |

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: 26, 2024.][added: 27, 2025.]

| ​ | ​ | Chief Financial [removed: Officer, Treasurer] [added: Officer] and [removed: Assistant Secretary] [added: Treasurer] |

| /s/ [removed: David C. Kimbell] [added: Kecia L. Steelman] | ​ | [added: President and] Chief Executive Officer [removed: and] | ​ | March [removed: 26, 2024] [added: 27, 2025] |

| [removed: David C. Kimbell] [added: Kecia L. Steelman] | ​ | [added: and] Director (Principal Executive Officer) | ​ | ​ |

| /s/ [removed: Scott] [added: Paula] M. [removed: Settersten] [added: Oyibo] | ​ | Chief Financial [removed: Officer,] [added: Officer and] Treasurer | ​ | March [removed: 26, 2024] [added: 27, 2025] |

| [removed: Scott] [added: Paula] M. [removed: Settersten] [added: Oyibo] | ​ | [removed: and Assistant Secretary] (Principal Financial and Accounting Officer) | ​ | ​ |

| /s/ Michelle L. Collins | ​ | Director | ​ | March [removed: 26, 2024] [added: 27, 2025] |

| /s/ Kelly E. Garcia | ​ | Director | ​ | March [removed: 26, 2024] [added: 27, 2025] |

| /s/ Catherine Halligan | ​ | Director | ​ | March [removed: 26, 2024] [added: 27, 2025] |

| /s/ Patricia A. Little | ​ | Director | ​ | March [removed: 26, 2024] [added: 27, 2025] |

| /s/ Michael R. MacDonald | ​ | Director | ​ | March [removed: 26, 2024] [added: 27, 2025] |

| /s/ George Mrkonic | ​ | Director | ​ | March [removed: 26, 2024] [added: 27, 2025] |

| /s/ Lorna E. Nagler | ​ | Non-Executive Chair of the Board of [removed: Directors] | ​ | March [removed: 26, 2024] [added: 27, 2025] |

| Lorna E. Nagler | ​ | [removed: ​] [added: Directors] | ​ | ​ |

| /s/ Heidi G. Petz | ​ | Director | ​ | March [removed: 26, 2024] [added: 27, 2025] |

| /s/ Gisel Ruiz | ​ | Director | ​ | March [removed: 26, 2024] [added: 27, 2025] |

| /s/ Michael C. Smith | ​ | Director | ​ | March [removed: 26, 2024] [added: 27, 2025] |

| ​ | By: | /s/ Paula M. Oyibo |

| ​ | ​ | Paula M. Oyibo |

| ​ | By: | /s/ Scott M. Settersten |

| ​ | ​ | Scott M. Settersten |