Ulta Beauty 10-K 2026-01-31

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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FORM 10-K

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☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended January 31, 2026

or

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _____________ to _____________

Commission File Number: 001-33764

ULTA BEAUTY, INC.

(Exact name of registrant as specified in its charter)

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Registrant’s telephone number, including area code: (630) 410-4800

Securities registered pursuant to Section 12(b) of the Act:

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Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ⌧ Yes ◻ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ◻ Yes ⌧ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ⌧ Yes ◻ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ⌧ Yes ◻ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ⌧

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ◻

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No

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 August 1, 2025, as reported on the NASDAQ Global Select Market, was approximately $16,866,064,000.

The number of shares of the registrant’s common stock, par value $0.01 per share, outstanding as of March 23, 2026 was 43,736,630 shares.

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DOCUMENTS INCORPORATED BY REFERENCE

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 2026 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 January 31, 2026.

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TABLE OF CONTENTS

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FORWARD-LOOKING STATEMENTS

References in this Annual Report on Form 10-K to “we,” “us,” “our,” “Ulta Beauty,” the “Company” and similar references mean Ulta Beauty, Inc. and its consolidated subsidiaries, unless otherwise expressly stated or the context otherwise requires.

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, which reflect our current views with respect to, among other things, future events and financial performance. These forward-looking statements are included throughout this Annual Report, including in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in the section entitled “Risk Factors,” and relate to matters such as our industry, business strategy, goals, and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity, and capital resources and other financial and operating information. You can identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “plans,” “estimates,” “targets,” “strategies,” or other comparable words.

Any forward-looking statements contained in this Annual Report on Form 10-K are based upon our historical performance and on current plans, estimates, and expectations. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates, targets, strategies, or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks, uncertainties, assumptions, and changes in circumstances that are difficult to predict or quantify. Our expectations, beliefs, and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that our expectations, beliefs, and projections will result or be achieved. Actual results may differ materially from these expectations due to changes in global, regional, or local economic, business, competitive, market, regulatory, and other factors, many of which are beyond our control. We believe that these factors include but are not limited to those described under the section entitled “Risk Factors” in this Annual Report, as such risk factors may be updated from time to time in our periodic filings with the U.S. Securities and Exchange Commission (“SEC”), and are accessible on the SEC's website at www.sec.gov.

Any forward-looking statements made by us in this Annual Report on Form 10-K speak only as of the date of this Annual Report and are expressly qualified in their entirety by the cautionary statements included in this Annual Report. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, investments, or other strategic transactions we may make. Except to the extent required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Part I

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Overview

Ulta Beauty, Inc. (“we,” “us,” “our,” “Ulta Beauty,” or the “Company”) is an international specialty beauty retailer and a premier beauty destination for cosmetics, fragrance, skin care products, wellness products, hair care products, and salon services. The Company was founded in Illinois in 1990 as a beauty retailer at a time when prestige, mass, and salon products were sold through distinct channels – department stores for prestige products; drug stores and mass merchandisers for mass products; and salons and authorized retail outlets for professional hair care products. The Company developed a unique specialty retail concept that offers a broad range of brands and price points, select beauty services, and a convenient and welcoming shopping environment. The Company’s target consumer is defined 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 their shopping experience.

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The Company’s U.S. operations (“Ulta U.S.”) make it the largest specialty beauty retailer in the U.S. In addition to its U.S. operations, the Company has expanded its international presence through its subsidiary, Space NK Limited (“Space NK”), a luxury beauty retailer operating in the U.K. and Ireland, its joint venture in Mexico, and its franchise in the Middle East.

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The Company’s vision is to be the most loved beauty destination of its guests and the most admired retailer by its associates, communities, partners, and investors. Its mission is to use the power of beauty to bring to life the possibilities that lie within each of us — inspiring every guest and enabling each associate to build a fulfilling career.

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Across the Company’s portfolio, key points of strategic differentiation include:

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Differentiated Assortment. Guests are offered a differentiated assortment of established and emerging brands across a variety of categories and price points. The Company’s wide selection of beauty and wellness categories, from entry-level to luxury price points, spans across cosmetics, fragrance, skincare, bath and body products, haircare, salon styling tools, and wellness products.

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Convenient Omnichannel Footprint. Products are offered through the Company’s stores, digital platforms, and partnerships. The Company believes that sales in one channel are not independent of the others and seeks to provide its guests with seamless omnichannel shopping experiences that enable channels to complement one another. With a bright and open store environment, the Company makes it easy for guests to discover new products and services in-person. The store design, fixtures, and open layout provide the flexibility to respond to consumer trends and changes in our merchandising strategy. Through the Company’s websites and mobile applications, guests are offered convenient, immersive, and personalized digital experiences. The Company’s digital channels enable always-on shopping and discovery, and our diverse fulfillment options, including buy online pick-up in store, buy online pick-up curbside, ship from store, ship from distribution center, and same-day delivery, provide guests with value and convenience.

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Best-in-Class Loyalty Program. The Company’s best-in-class loyalty programs offer members unique benefits, including exclusive gifts, and enable guests in many locations to earn points for product and beauty services purchases. Additionally, the loyalty programs provide a deep understanding of our guests and their preferences, enabling us to personalize experiences, recommendations, and promotions.

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Great Guest Experiences. The Company cultivates human connection with warm and welcoming guest experiences across all of our channels. Our knowledgeable and approachable store associates, differentiated service offerings, and efforts to create relevant, compelling digital content are competitive advantages and enable us to build strong engagement with guests.

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The following description of the Company’s business should be read in conjunction with the information contained in the Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 and the Financial Statements and Supplementary Data included in Item 8 of this Annual Report on Form 10-K.

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The Company’s strategy

The Company focuses on beauty enthusiasts across multiple demographics and shopping behaviors. Beauty enthusiasts have a deep emotional connection with beauty and, historically, this connection has not diminished in softer economic environments. Despite a dynamic operating environment, proprietary consumer research confirms engagement with the beauty category remains healthy. Healthy 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. At the same time, the beauty landscape and guest expectations continue to evolve, which will require continued innovation and investment to maintain and further the Company’s leadership position.

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In 2025, management unveiled the Ulta Beauty Unleashed plan designed to accelerate the Company’s performance and drive long-term profitable growth. The plan outlines three strategic priorities:

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Drive Core Business Growth

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Ulta U.S. operates within the large and growing U.S. beauty products and salon services industry. In 2025, this market represented approximately $126 billion in sales according to Euromonitor International and IBIS World Inc. Ulta U.S. competes across all major categories as well as a range of price points by offering prestige, mass, and salon products. Based on the Company’s consumer insights research, management estimates there are approximately 140 million beauty enthusiasts in the U.S.

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The Company’s first strategic priority is to drive core business growth through operational excellence and an elevated go-to-market approach that incorporates best-in-class store execution, digital acceleration, brand building and merchandising innovation, and enhanced marketing efforts and personalization.

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Best-in-Class Store Execution****​

The Company is dedicated to delivering a best-in-class experience for its guests by having inviting, well-staffed and -stocked stores. Ulta U.S.’s member data and customer research suggests its guests prefer to transact in physical stores, where they can discover and interact with products and other beauty enthusiasts. In the fiscal year ended January 31, 2026 (“fiscal 2025”), 73% of Ulta U.S.’s loyalty members transacted solely within stores.

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Ulta U.S. operates more than 1,500 retail stores in the U.S., located predominantly in convenient, high-traffic locations such as power strip centers. The typical store in the U.S. is approximately 10,000 square feet, including approximately 950 square feet dedicated to a full-service salon. In addition, Ulta U.S. has 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.

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The Company’s real estate objective is to make Ulta U.S. accessible and convenient to more consumers across a variety of markets. The Company believes that, over the long term, it has the potential to grow its store footprint to more than 1,800 freestanding Ulta U.S. stores.

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Ulta U.S. leverages a variety of insights to identify the best new store locations and optimize its current store locations, including beauty market share information and insights from its loyalty members. This insight-led, analytical approach to site selection has resulted in a high performing real estate portfolio. The average investment required to open a new Ulta U.S. store is approximately $2.4 million, which includes capital investments, net of landlord contributions, pre-opening expenses, and initial inventory, net of payables. The 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 location and store size.

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Digital Acceleration****​

In addition to its store expansion, Ulta U.S. continues to enhance its digital capabilities as more guests choose to engage across physical and digital platforms. In fiscal 2025, 19% of loyalty members shopped both in Ulta U.S. stores and through its digital platforms. Omnichannel guests are extremely valuable, historically spending over three times as much as store-only guests.

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As part of its digital store transformation, Ulta U.S. continues to develop and add website and mobile features and functionality, marketing programs, new products and brands, and omnichannel integration points. Ulta U.S. continues to grow its digital business by providing its guests with a unique, rich, online experience, personalized recommendations, expanded assortments, engaging experiences, including virtual try-on and analysis capabilities, and social media content.

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Ulta U.S. continues to improve its online order fulfillment capabilities with increased speed of delivery through existing distribution centers, market fulfillment centers, one fast fulfillment center (e-commerce only), and select retail stores, through more efficient processes designed for e-commerce order fulfillment. In addition to ship to home order fulfillment, Ulta U.S. offers guests “Buy Online, Pick-up in Store,” “Curbside Pickup,” and “Store 2 Door,” which provides the ability for guests to order in-store and have products delivered to their homes. In addition, Ulta U.S. offers same-day delivery for e-commerce orders in virtually all markets.

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Brand Building and Merchandising Innovation****​

Ulta U.S.’s core assortment offers one of the most extensive product and brand selections in its industry, with approximately 30,000 products from approximately 600 well-established and emerging beauty and wellness brands across all categories and price points offered to guests across Ulta U.S.’s stores, Ulta.com, and mobile applications.

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To support long-term growth, Ulta U.S. is focused on leveraging its unique advantages to be the retail partner of choice to launch, build, scale, and globalize brands. Ulta U.S.’s merchandising team continually monitors beauty and wellness trends, sales trends, and new product launches to keep its product assortment fresh and relevant and to ensure that its assortment reflects the diversity of its guests. Ulta U.S.’s top ten brand partners, such as L’Oréal and Estée Lauder Companies, among others, represented approximately 51% and 54% of its total net sales in fiscal 2025 and the fiscal year ended February 1, 2025 (“fiscal 2024”), respectively. Ulta U.S works with its brand partners to be a significant distribution channel for growth and brand enhancement, and works closely with these partners to market both new and existing brands.

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In addition to its partners’ brands, Ulta U.S. offers both private-label and third-party brands that are sold exclusively at Ulta Beauty. The Company’s private label brand, Ulta Beauty Collection, is an important opportunity for growth and profit contribution. The Company’s objective is to provide quality, trend-right private label products to continue to strengthen its guests’ perception of Ulta Beauty. The Company manages the full development cycle of these products from concept through production to deliver differentiated packaging and formulas that enhance the Company’s brand image. Ulta U.S. also offers a number of third-party brands and products that are exclusive for a limited period of time or are offered in advance of its competitors, such as Cécred and Peach & Lily, as well as products that are exclusive to Ulta Beauty on a longer-term basis. Ulta Beauty Collection and long-term Ulta Beauty exclusive products represented approximately 4% of the Company’s net sales in fiscal 2025, while these products combined with short-term exclusive products represented approximately 11% of the Company’s net sales in fiscal 2025.

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All brand partners and respective subcontractors and their facilities are subject to the applicable Ulta Vendor Standards, which set forth the ethical, legal, social, and workplace standards that must be met to do business with the Company.

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Enhanced Marketing Efforts and Personalization

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Ulta U.S. employs a multi-faceted marketing strategy to increase brand awareness, drive traffic to its stores, website, and mobile applications, acquire and retain loyalty program members, improve guest retention, increase frequency of shopping, and increase spend per member. Ulta U.S. communicates with its guests and prospective guests through multiple vehicles, including digital and social media, television, radio, and print advertising. These vehicles highlight the breadth of Ulta U.S.’s selection of prestige, mass, and salon beauty products, new products and services, and special offers, as well as build an emotional connection with guests. Ulta U.S.’s comprehensive public relations strategy enhances its reputation as a beauty destination, increases

brand awareness, and drives awareness of new products, in-store events, and new store openings. In 2025, Ulta U.S. unveiled its new brand platform, “Beauty Happens HereTM,” designed to reinforce that Ulta Beauty is not just where beauty is discovered, but where it is ignited, with the intent to further fuel loyalty and long-term brand love.

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The Ulta Beauty Rewards® loyalty program is an important tool to increase retention of existing guests and to enhance their loyalty to the Ulta Beauty brand. Ulta Beauty Rewards® enables guests to earn points based on their purchases at Ulta U.S. stores and through its digital platforms. Points earned are valid for at least one year and may be redeemed on any product sold or service provided in Ulta U.S. stores or through its digital platforms. With more than 46 million members as of the end of fiscal 2025 and approximately 95% of total sales coming from members in fiscal 2025, Ulta U.S. is uniquely positioned with a deep understanding of its guests and their preferences, enabling it to personalize experiences, recommendations, and promotions through its Customer Relationship Management (“CRM”) platform and support its brand partners’ growth. Ulta U.S.’s CRM platform enables sophisticated analysis of the customer data as well as greater personalization of its marketing campaigns, digital experiences, and day-to-day communications. Its data demonstrates that loyalty members spend more per visit as compared to non-members. To enhance Ulta U.S.’s loyalty program, co-branded and private label credit cards are offered. The credit cards drive higher wallet share and greater loyalty from rewards members, provide increased consumer insights, and offer attractive economics.

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Ulta U.S. is directing a growing percentage of its marketing expense towards digital, social media, and streaming advertising to drive effective communication with existing guests and consideration amongst those who have not yet shopped with Ulta U.S. In social media channels, influencers and affiliates play an important role in beauty, and Ulta U.S engages talent from the UB Collective, its annual class of influencers, Ulta Beauties, its associate ambassador program, and UB Creates, its affiliate program, to support its social media marketing efforts. Ulta U.S.’s digital marketing strategy includes search engine optimization, paid search, mobile advertising, social media, display advertising, and other digital marketing channels. Digital marketing, coupled with its national TV and radio advertising, has helped Ulta U.S. increase brand awareness and consideration among those not familiar with it, which is believed to have resulted in new guests.

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Scale New, Accretive Businesses

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The Company believes it can drive incremental profitable growth through the implementation of its strategic initiatives: accelerating its focus on wellness; expanding its e-commerce presence through UB MarketplaceTM, an integrated online marketplace allowing Ulta U.S. to offer a broader array of products to its guests; expanding its international presence; and enhancing its retail media network, Ulta Beauty Media (“UB Media”).

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Wellness

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The definition of traditional beauty is expanding as wellness and beauty converge and as consumers deepen the connection between how they express themselves to their overall self-care and wellness. The Company believes Ulta U.S. is well-positioned to capture this growth opportunity and support its guests’ wellness journeys. Leveraging its position as a trusted guide, Ulta U.S. has expanded its business into the growing wellness category through the addition of new brands as well as in-store expansion efforts, including elevated fixtures.

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Wellness by Ulta Beauty extends Ulta U.S.’s product offering to include nutrition & supplements (such as vitamins, supplements, and fitness-related tools); intimate care (such as feminine hygiene, as well as period, prenatal and postnatal, and menopausal care); rest & reset (such as aromatherapy, spa essentials, and sleep support); and essential routines (such as oral care, wearables, and devices).

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UB MarketplaceTM

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In fiscal 2025, the Company launched UB MarketplaceTM, an integrated online marketplace accessible through Ulta U.S.’s e-commerce channels. The marketplace enables Ulta U.S. to expand its assortment for its guests and offer a broader and complementary array of beauty, wellness, and lifestyle products from both established and

emerging brands with minimal inventory risk to its business. UB MarketplaceTM brands fulfill guest orders directly and the Company earns a commission on these sales.

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As of the end of fiscal 2025, UB MarketplaceTM offered more than 200 brands and 5,000 stock keeping units (SKUs) through Ulta U.S.’s digital channels. UB MarketplaceTM brands span multiple complementary and adjacent categories, including: beauty tools and tech (such as hair tools, skin devices, and body gadgets); discovery (such as global beauty and social media-driven trends); grooming (such as tools, haircare, and skincare); luxe (such as niche perfumery and prestige skincare); personal care (such as oral care and bath and body products); pro (such as stylist-related products); and wellness (such as spa, home fragrance, and fitness).

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International Expansion

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Beauty is a global growth category, and the Company believes there is opportunity to drive profitable growth through strategic targeted international expansion. In Mexico, the Company has a joint venture partnership with Grupo Axo, whereby the joint venture licenses the Ulta Beauty brand name and operating model from the Company to launch and operate Ulta Beauty-branded stores in Mexico. Grupo Axo is an experienced operator of global brands with substantial expertise in the consumer market in Mexico. In the Middle East, the Company has a franchise partnership with Alshaya Group, a leading international franchise operator with substantial expertise in the consumer market in the Middle East, whereby Alshaya licenses the Ulta Beauty brand name and operating model from the Company to launch and operate Ulta Beauty-branded stores in the Middle East. The Company earns royalties from sales generated by these operations. On July 10, 2025, the Company announced the acquisition of Space NK, a leading British beauty retailer. Space NK is a curator of some of the world’s most innovative beauty brands and a go-to destination for beauty discovery in its stores in the U.K. and Ireland as well as online. Space NK operates as a standalone subsidiary of the Company and continues to be led by its pre-acquisition management team.

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As of January 31, 2026, the Company operates 84 Space NK stores located in the United Kingdom and two located in Ireland. Additionally, the Company has nine stores operated through the joint venture in Mexico and one location in Kuwait and one in the United Arab Emirates operated by its franchise partner in the Middle East.

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UB Media

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The Company has a deep understanding of its Ulta Beauty Rewards® loyalty members and their preferences. This unique understanding, combined with its ongoing investment in data analytics and CRM capabilities, has unlocked new ways for the Company to support its brand partners and drive additional revenue. In 2022, the Company launched UB Media to transform the way its brand partners can connect with beauty enthusiasts. UB Media offers brands a suite of media and advertising capabilities that enable brands to reach unique audiences across various advertising channels, including Ulta U.S.’s owned digital channels, support joint revenue growth, and drive the acquisition of new guests.

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Align Its Foundation for Future Success

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To successfully achieve its long-term growth ambitions, build upon its leadership position, and deliver value to stakeholders, the Company is focused on optimizing its ways of working, streamlining its cost structure, and cultivating an engaging, associate-centered culture. This work includes organizational and process changes to accelerate decision-making, remove friction, and align teams and resources around guest-centric goals. Additionally, the Company invests in new supply chain and technology capabilities to drive productivity improvement, enhance inventory flow, and increase network capacity.

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Human capital management

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The Company’s mission is to use the power of beauty to bring to life the possibilities that lie within each of us – inspiring every guest and enabling each associate to build a fulfilling career. The Company believes its

associates, with their combined skills, knowledge, experiences, and commitment to serving guests, are among the Company’s most important resources and are critical to continued success. The Company strives to be a great place to work by establishing a culture of care for associates’ holistic well-being where all associates demonstrate integrity, authenticity, and inclusivity in their daily actions.

As of January 31, 2026, the Company employed approximately 65,000 associates in the U.S., 1,800 in the U.K. and Ireland, and 20 in Uruguay. Of these associates, approximately 32% were full-time and 68% were part-time. Employment levels may fluctuate throughout the course of the year due to the seasonality of the Company’s business. The Company has no collective bargaining agreements and has not experienced any work stoppages in the past. The Company strives to maintain an open and honest relationship with its associates.

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The Company’s associates and management teams are essential to its strategy. The Company uses a combination of existing managers, promoted associates, and external hires to support its operations and bring necessary skills to execute its business priorities. As the Company continues to grow, it is building a bench of associates and leaders who can deliver for its guests, drive business success, and support its values-driven culture.

Culture and Core Values

The Company strives to provide rewarding careers, benefits, and a workplace culture where associates are empowered to be their authentic selves – drawing on their unique perspectives, passions, skills, interests, and experiences in their day-to-day jobs. The Company’s core values establish a strong foundation for its culture and represent the key expectations of its associates. These include the following:

Talent management****​

The Company’s success is dependent, in part, on its ability to attract, train, retain, and motivate qualified associates at all levels of the organization. The Chief Human Resources Officer, along with the entire executive team, is responsible for developing and executing the Company’s human capital strategy. This includes the attraction, acquisition, development, and engagement of talent and the design of associate compensation and benefits programs. The Company is focused on creating a winning team by recruiting and retaining great people, promoting collaboration, and fostering an enjoyable and rewarding work environment. The Company also strives to provide all associates with opportunities for personal growth, cross-functional training, job opportunities, and career advancement. Succession planning is conducted on an annual basis to identify suitable internal candidates for key positions within the Company.

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The Company believes open and honest two-way communication is critical to maintaining strong associate engagement. The Company regularly conducts associate engagement surveys to determine associates’ satisfaction with their roles, their leaders, and the Company as a whole, which the executive team reviews and monitors. The Company’s leadership team also hosts roundtable sessions, as well as additional forums, including department town halls, store and distribution center visits, and other small group gatherings, to dive deeper on specific topics. The Company also engages in annual performance reviews and annual talent calibration conversations.

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Training and development

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The Company is committed to continually developing its associates and providing career advancement opportunities. All Ulta Beauty associates in the U.S. participate in an interactive new-hire orientation through which each associate becomes acquainted with the Company’s mission, vision, and values. Through its learning management system and digital workplace system, the Company provides continuing education to associates throughout their careers at Ulta Beauty. Additionally, the Company’s leadership development program prepares promising future leaders for new levels of responsibility.

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Compensation and benefits

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The Company offers a competitive compensation and benefits package, which is designed to allow associates the ability to pick and choose which benefits are best for their and their family’s health and well-being. Depending on their employment and work status and location, associates in the U.S. may be eligible for:

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In addition, the Company believes wellness, like beauty, is more than skin deep, so it offers mental health resources, such as counseling services and access to mobile applications, financial wellness planning and guidance, and health mobile applications and educational resources for soon-to-be parents.

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The Ulta Beauty Charitable Foundation supports the Associate Relief Program to assist associates facing unforeseen hardships. The Associate Relief Program provides short-term financial support to associates impacted by natural disasters, unforeseen medical conditions, domestic violence, and other personal challenges.

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Workplace, Health, and Safety

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The health and safety of guests, associates, and communities is the Company’s top priority. The Company strives to ensure that a safe and hygienic working environment is provided and that occupational health and safety practices that prevent accidents and injury are promoted. Throughout the Company’s stores, distribution centers, and corporate offices, the Company employs policies, procedures, and training to promote safe and healthy work environments.

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Ulta Beauty’s Injury & Illness Prevention Program outlines safety expectations, but the Company also empowers its associates with knowledge and skills from various safety training courses during the onboarding process and on an ongoing basis through the Company’s learning engagement system with topics such as incident reporting, evacuation, active shooter response, hazardous materials, and heat safety. The Company continues to focus on developing and driving its safety-first culture through awareness, training, and actions to reduce the frequency and severity of safety incidents.

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Supply chain

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The Company aims to develop and operate a dynamic and agile end-to-end supply chain that supports operational efficiency, performance, and guest experience and fuels organizational growth effectively. This includes enhanced systems and processes as well as a modernized distribution center network to support new store and e-commerce growth. ​

Ulta U.S. has developed a disciplined approach to procurement and a dynamic inventory planning and allocation process to support its merchandising strategy. Ulta U.S. centrally manages product replenishment to its stores through its merchandise planning group. This group serves as a strategic partner to, and provides financial oversight of, the merchandising team. The merchandising team creates a sales forecast by category for the year. Ulta U.S.’s merchandise planning group creates an open-to-buy plan, approved by senior executives, for each product category. The open-to-buy plan is updated weekly with point-of-sale (“POS”) data, receipts, and inventory levels and is used throughout the year to balance buying opportunities and inventory return on investment. Management believes this structure maximizes buying opportunities while maintaining organizational and financial control. POS data is used to calculate sales forecasts and to determine replenishment levels. Ulta U.S. determines promotional product replenishment levels using sales history from similar or comparable events. To ensure its inventory remains productive, Ulta U.S.’s planning and replenishment group monitors the levels of clearance and aged inventory in its stores on a weekly basis.

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As of the end of fiscal 2025, Ulta U.S. operates four regional distribution centers and two market fulfillment centers that support both stores and e-commerce demand, and one fast fulfillment center that supports e-commerce orders only. Market fulfillment centers are smaller than regional distribution centers and focus on the most productive products, enabling us to improve service and responsiveness, especially in markets with high store and population density. In addition, over 1,000 Ulta U.S. stores fulfill e-commerce orders as part of a ship-from-store program.

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Inventory is shipped from suppliers to Ulta U.S.’s distribution centers, market fulfillment centers, and fast fulfillment center, which use warehouse management software systems to manage inventory to support product purchase decisions. Product is delivered to stores using a broad network of contract and local pool (final mile) carriers.

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Information technology

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Ulta U.S. is committed to using technology to enhance its competitive position. Ulta U.S. leverages its technology infrastructure and systems to gain operational efficiencies through more effective use of its systems, people, and processes. In fiscal 2024, Ulta U.S. completed several multi-year strategic investment projects to upgrade key elements of its technology infrastructure, including upgrading its enterprise resource planning platform and refreshing its POS system in all stores, transitioning its digital store to a new architecture, and building a modern ecosystem for future analytics and data-driven decisioning capabilities. Collectively, Ulta U.S.’s investments provide a flexible and scalable operating environment allowing for greater business efficiency and enhancing the guest experience. The Company will continue to make investments in its information systems to facilitate growth and enhance its competitive position. Also see “Cybersecurity” included as part of Item 1C. of this Annual Report on Form 10-K.

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Partnerships

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Since 2021, Ulta U.S. has partnered with Target Corporation (“Target”) to create Ulta Beauty at Target, a “shop-in-shop” concept that offers a curated assortment of more than 60 established and emerging prestige brands across a variety of categories. As of January 31, 2026, Ulta Beauty at Target was available in over 600 Target locations and on target.com. On August 14, 2025, Ulta Beauty and Target announced a mutual agreement to not renew the Ulta Beauty at Target shop-in-shop partnership when the current agreement concludes in August 2026. Both companies remain committed to delivering a seamless shopping experience and product availability through the end of the partnership, as well as continuing to support their teams and partners during the transition.

Sustainability

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The Company strives to operate in an environmentally responsible manner in an effort to create long-term business value for its guests, associates, partners, and investors. The Company’s sustainability strategy focuses on advancing its commitments, improving operational efficiency, reducing waste, and leveraging its position to help drive progress across the beauty industry with regard to packaging, climate, and safer chemistry. The Company has established science-based targets to reduce Scope 1, 2, and 3 greenhouse gas emissions and work collaboratively with partners across its value chain to advance emissions reductions. The Company also invests in energy efficiency and renewable energy initiatives across its stores, offices, and distribution centers, promotes responsible packaging practices for the products that it sells, and engages partners upstream and downstream to enhance transparency and environmental performance.

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Additional information regarding the Company’s sustainability goals, initiatives, and progress is included in the Company’s annual corporate responsibility reporting.

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Competition

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The Company’s major competitors for prestige and mass products include traditional department stores, specialty stores, grocery stores, drug stores, mass merchandisers, and the online capabilities of national retailers and brands, as well as pure-play e-commerce companies and online marketplaces. The market for salon services and products is highly fragmented. Its competitors for salon services and products include chain and independent salons.

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Intellectual property

The Company has registered trademarks in the United States and other countries. The majority of its trademark registrations contain the ULTA mark, including Ulta Beauty® and two related designs, Ulta.com, and Ulta Salon, Cosmetics & Fragrance (and design). The Company maintains its marks and monitors filing deadlines for renewal and continued validity. All marks that are deemed material to its business have been applied for or registered in the United States and select foreign countries, including Mexico and other countries in Latin America, Europe, the Middle East, and Asia.

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The Company believes its trademarks, especially those related to the Ulta Beauty brand, “All Things Beauty. All In One Place. ®”, “The Possibilities are Beautiful®”, and “Conscious Beauty at Ulta Beauty®” have significant value and are important to building brand recognition.

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Government regulation

The Company is affected by extensive laws, governmental regulations, administrative determinations, court decisions, and similar constraints. Such laws, regulations, and other constraints exist at the federal, state, and local levels in the United States as well as internationally with regard to the Company’s non-U.S. operations. The products the Company sells, such as cosmetics (including products with cannabidiol), dietary supplements, food, over-the-counter (“OTC”) drugs, medical devices, and styling tools, including its Ulta Beauty branded products, may be subject to regulation by the U.S. Food and Drug Administration (“FDA”), the U.S. Federal Trade Commission (“FTC”), the Consumer Product Safety Commission (“CPSC”), the Environmental Protection Agency (“EPA”), state regulatory agencies, and State Attorneys General, as well as similar regulatory bodies in the international locations where we do business. Such regulations principally relate to the safety, labeling, manufacturing, advertising, and distribution of the products we sell. In addition, the salon services provided in the Company’s stores may be subject to state and local regulations.

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Cosmetics, OTC drugs, medical devices, food, and dietary supplements have specific regulatory requirements, including but not limited to ingredient, labeling, manufacturing, and holding requirements. Products such as wrinkle reducing lights may be classified as medical devices and, in addition to being subject to labeling and manufacturing requirements, may also be subject to premarketing review by the FDA. Finally, products such as styling tools (e.g., blow dryers and curling irons) are regulated by the CPSC, which has strict requirements including the requirement to report certain product defects. The labeling and packaging of these products may also be subject to the requirements of the Fair Packaging and Labeling Act and state specific requirements.

Further, statements the Company makes in advertising, including statements about the safety or efficacy of products, pricing, and environmental claims, are subject to federal and state consumer protection laws, which generally prohibit unfair or deceptive practices.

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Federal, state, municipal, and local labor and employment statutes, laws, ordinances, regulations, mandates, and taxation laws, to which most retailers are typically subject, also impact the Company’s day-to-day operations. The Company is also subject to typical governmental and real estate land use restrictions and typical advertising and consumer protection laws (both federal and state). Its services operations are subject to state board regulations and state licensing requirements.

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In its store leases, the Company requires its landlords to obtain all necessary governmental approvals and permits for the site to be used as a retail site, and the Company also asks them to obtain any governmental approvals and permits for the site’s specific use (but at times the responsibility for obtaining governmental approvals and permits for specific use falls to the Company). As applicable, the Company requires its landlords to deliver a certificate of occupancy for any work they perform on its buildings or the shopping centers in which its stores are located. If required by the municipality, the Company is responsible for delivering a certificate of occupancy for any remodeling or build-outs that it performs and is responsible for complying with all applicable laws in connection with such construction projects or build-outs.

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Seasonality

The Company’s business is subject to seasonal fluctuation. Significant portions of its net sales and profits are realized during the fourth quarter of the fiscal year due to the holiday selling season. To a lesser extent, its business is also affected by Mother’s Day and Valentine’s Day.

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Available information

The Company’s principal website address is www.ulta.com. The Company makes available at this address under investor relations (at https://ulta.com/investor), free of charge, its proxy statement, annual report to shareholders, annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. Information available on the Company’s website is not incorporated by reference in and is not deemed a part of this Form 10-K. In addition, the Company’s filings with the SEC may be accessed through the SEC’s website at www.sec.gov. All statements made in any of its securities filings, including all forward-looking statements or information, are made as of the date of the document in which the statement is included, and the Company does not assume or undertake any obligation to update any of those statements or documents unless it is required to do so by law.

The risks described below reflect the Company’s beliefs and opinions as to factors that could materially and adversely affect our business, financial condition, results of operations, or future growth. We could also be affected by additional risks that apply to all companies operating in the United States or our other markets, as well as other risks that are not presently known to us or that we currently consider to be immaterial. References to past events are provided only for example and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their probability of occurring in the future. You should carefully consider the following risks and all of the other information contained in this Annual Report on Form 10-K before making an investment in our common stock.

Economic, Market, and Other External Risks

Macroeconomic conditions could have a material adverse impact on our business, financial condition, profitability, and cash flows.

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Macroeconomic conditions, including inflation and elevated interest rates, as well as 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. Continuing dynamic global trade conditions and elevated tariff levels could contribute to increased input costs, supply chain disruption, pricing volatility, and heightened economic uncertainty, and it could be time-consuming and expensive for us to alter our operations in order to adapt to this environment. Additionally, we expect the impact of inflationary and macroeconomic pressures to continue in 2026, and we continue to closely monitor conditions, including guest behavior, and the impact of these factors on guest demand. Continuing or worsening inflation and/or cost pressures may have a material adverse impact on our business, financial condition, profitability, and/or cash flows.

As we expand internationally, the magnitude of the effects of geopolitical events, including the ongoing conflicts in Ukraine and the Middle East and cartel violence and related unrest in Mexico, on the Company’s business, financial condition, profitability, and/or cash flow could be greater than when the Company’s operations were solely U.S.-based.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.

Our results of operations may be materially affected by conditions in the capital markets and the U.S. or global economy generally. We appeal to a wide demographic consumer profile and offer an extensive selection of beauty products sold directly to retail consumers as well as premium salon services. Uncertainty in the economy has adversely impacted, and could continue to adversely impact, consumer purchases of discretionary items across all of our product categories, including prestige beauty products and premium salon services. Factors that could affect consumers’ willingness to make such discretionary purchases include: general business conditions, inflationary pressures, levels of employment, interest rates, tax rates, the availability of consumer credit, consumer confidence in future economic conditions, tariffs or other trade restrictions (including uncertainty as to the scale and short- and long-term effects of currently proposed or future tariffs), risks related to epidemics or pandemics, geopolitical events, and recessionary concerns. In the event of a prolonged period of inflation, an economic downturn, or a recession, consumer spending habits could be adversely affected, and we could experience lower than expected net sales. Reduced consumer spending could cause changes in guest order patterns and in the level of merchandise purchased by our guests, and may signify a reset of consumer spending habits, all of which could adversely affect our business, financial condition, profitability, and cash flows.

In addition, a general deterioration in economic conditions could adversely affect our commercial partners, including our brand partners, as well as the real estate developers and landlords who we rely on to construct and operate commercial centers in which our stores are located. A bankruptcy or financial failure of a significant vendor or a number of significant real estate developers or shopping center landlords could have a material adverse effect on our business, financial condition, profitability, and cash flows. Adverse economic conditions could negatively affect our vendors’ access to the capital and liquidity required to maintain their inventory, production levels, timeliness, and product quality and to operate their businesses, which could adversely affect our supply chain, or could reduce our vendors’ offerings of trade credit, customer incentives, vendor allowances, cooperative marketing expenditures, and product promotions, which could adversely affect our results of operations. Adverse economic conditions could also make it difficult for both us and our vendors to accurately forecast future product demand trends, which could cause us to carry too much or too little merchandise in various product categories.

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We may be unable to compete effectively in our highly competitive markets.

The markets for beauty and wellness products and salon services are highly competitive with few barriers to entry. With regard to beauty and wellness products, we compete against a diverse group of retailers, both small and large, including mass merchandisers, specialty retailers, online capabilities of national retailers, pure-play e-commerce companies, online marketplaces (including those operated by social media platforms), and drug stores. In some regions or in connection with some products, we also compete against regional and national department stores, catalog retailers, local specialty retail stores, and direct response television, including television home shopping retailers and infomercials. With regard to salon services, we compete primarily against high-end and discount salon chains as well as locally owned salons.

We believe the principal bases upon which we compete are the breadth of merchandise, our value proposition, the quality of our guests’ shopping experience (including through our omnichannel offerings), and the convenience of our stores as one-stop destinations for beauty products and salon services. Many of our competitors are, and many of our potential competitors may be, larger and have greater financial, marketing, and other resources and therefore may be able to adapt

to changes in guest requirements more quickly, devote greater resources to the marketing and sale of their products, generate greater brand recognition, or adopt more aggressive pricing policies than we can. As a result, we may lose market share, which could have a material adverse effect on our business, financial condition, profitability, and cash flows.

Epidemics, pandemics, natural disasters, conflicts, or other catastrophes or crises could have a material adverse effect on our business, financial condition, profitability, and cash flows.

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Epidemics, pandemics, and other public health crises, natural disasters, such as hurricanes, tornados, wildfires, earthquakes, and mudslides, as well as conflicts, such as wars, acts of violence, and 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 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,

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None.

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We recognize the importance of protecting customer and associate data and maintaining the safety, availability, security, and integrity of our data and information systems, some of which are provided or managed by third parties. We continue to invest in people, technology, and processes to protect data and systems against evolving cybersecurity threats. We have implemented a cybersecurity program that we believe is reasonably designed to manage risks from cybersecurity threats, including those that may result in adverse effects on the confidentiality, integrity, and availability of our information systems, and impact the security of information we create, maintain, and process on our information systems. Our program is designed to enable us to prevent, monitor, identify, detect, investigate, respond to, mitigate, and report on cybersecurity threats and incidents.

Risk Management and Strategy

The Company’s cybersecurity program is based on recognized frameworks established by the National Institute of Standards and Technology (“NIST”), the International Organization for Standardization, and other applicable industry standards and applies, as appropriate, to the Company’s internal and external information systems, applications, networks, and operations. The Company’s cybersecurity program is focused on the following key areas:

Technical Safeguards. Our cybersecurity team constantly and proactively monitors our network and application landscape for threats and anomalies. The cybersecurity team deploys technical safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality, and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence. We maintain a software vulnerability management program supported by internal personnel and third-party service providers. We deploy technologies to automate and enhance our operational security capabilities. We also use third-party managed security services to augment our cybersecurity team’s capabilities.

Incident Response Plan. The Company has established and maintains a comprehensive incident response plan that addresses the Company’s response to a cybersecurity incident. The plan provides a coordinated approach to investigating, containing, mitigating, and documenting cybersecurity incidents, including reporting and escalating findings as appropriate (including to the Company’s crisis management team).

Third-Party Risk Management. The Company maintains a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers, and other external users of the Company’s systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems. Our partners and vendors with whom we share information to conduct our business are required to safeguard it by appropriate means, including elevated contractual commitments when appropriate.

Risk Assessments. We conduct scanning, testing, and assessments designed to identify risks from cybersecurity threats, assess controls, and calibrate planning in response to rapidly evolving cybersecurity risks, and use the results from this testing to adjust our cybersecurity program roadmap to mitigate cybersecurity risks as they evolve. We assess ourselves against industry standard cybersecurity and risk management frameworks to measure the effectiveness of our technology controls and financial reporting controls. These efforts include a wide range of activities, including audits, assessments, tabletop exercises, threat modeling, vulnerability testing, and other exercises focused on evaluating the effectiveness of our cybersecurity measures and planning. The Company regularly engages third parties to perform assessments on our cybersecurity measures, including information security maturity assessments, audits, and independent reviews of our information security control environment and operating effectiveness, including network penetration assessments. The Company adjusts its cybersecurity policies, standards, processes, and practices as necessary based on the information provided by these assessments, audits, and reviews.

Internal Audits. Our internal audit team performs audits on various aspects of cybersecurity and reports the results of these audits in its quarterly reports to management and the Audit Committee (the “Audit Committee”)

of our Board of Directors (the “Board”). The internal audits assess the sufficiency of security processes and controls for relevant systems. Leaders from our risk management, internal audit, and legal teams administer our enterprise risk management (“ERM”) program, which is designed to identify, assess, and manage our top enterprise risks, including risks arising from cybersecurity threats.

Training. All Ulta Beauty associates have a role as stewards of Company data, and we educate them on how to keep data safe. As part of the Company’s onboarding and annual security awareness training and regular training around phishing, we train associates on how to keep devices and data safe in public places; how to avoid security threats and phishing scams; how to maintain a secure workplace; and everyday practices that help maintain the security of corporate digital devices, data, and systems. In addition, we require vendors and contractors that supply or support our information systems to undergo onboarding and training regarding good information and data security hygiene.

Based on the information available to us as of the date of this Annual Report, we believe that risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected us, including our business strategy, results of operations, or financial condition, and as of the date of this Annual Report, we are not aware of any material risks from cybersecurity threats that are reasonably likely to do so. However, we cannot eliminate all risks from cybersecurity threats or provide assurances that the Company will not be materially affected by such risks in the future. Due to evolving cybersecurity threats, despite our security measures, we may not be able to anticipate, prevent, and stop future cybersecurity incidents, including attacks on our information systems and data and those of our partners. Also see “Information Security, Cybersecurity, Data Privacy, Regulatory, and Legal Risks” included as part of Item 1A. Risk Factors of this Annual Report on Form 10-K, which disclosures are incorporated by reference herein.

Governance

The Company has adopted a cross-functional and multi-management level approach to assessing and managing risks arising from cybersecurity threats. While management is responsible for the Company’s day-to-day risk management activities and processes, the Board is ultimately responsible for providing informed oversight of all risks relevant to the Company’s operations, including cybersecurity risk. The Audit Committee oversees the ERM program and is also responsible for the oversight of cybersecurity and other technology-related risks, which the ERM process has identified as key risks. Cybersecurity is a standing agenda item of the Audit Committee’s regular quarterly meetings, where the Audit Committee reviews and discusses cybersecurity risks along with the Company’s cybersecurity programs and strategy with management. The Company’s Chief Technology and Transformation Officer (“CTTO”) and his cybersecurity leadership team, together with the Chief Legal Officer (“CLO”), provide regular updates regarding cybersecurity and privacy topics to the Board and the Audit Committee throughout the year, addressing a wide range of topics, including recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends, board education, and information security considerations arising with respect to the Company’s peers and third parties. From time to time between quarterly meetings, our CTTO and CLO or other members of management may hold additional cybersecurity-related discussions with the Audit Committee. The Audit Committee regularly reports on its cybersecurity program oversight to the Board. The Board and the Audit Committee also receive prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds as well as ongoing updates regarding any such incident until it has been addressed.

The CTTO is the primary executive responsible for leading the Company’s cybersecurity risk management program, with over 30 years of experience in various technology-related roles, including responsibilities related to managing information security, developing cybersecurity strategy, and implementing cybersecurity programs. Our cybersecurity team is led by our Senior Vice President, IT Infrastructure and Security, who reports to our CTTO. The Senior Vice President, IT Infrastructure and Security has 26 years of IT experience. Our Vice President, Information Security reports to the Senior Vice President, IT Infrastructure and Security, and leads the Company’s information security program. He has over 20 years of cybersecurity experience, including serving in similar roles leading and overseeing cybersecurity programs at other public companies.

Our cybersecurity team is responsible for the operations of our cybersecurity program, including implementing, monitoring, and maintaining cybersecurity and data protection solutions and practices across the enterprise. The

cybersecurity team 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. In addition to our extensive in-house cybersecurity capabilities, at times we also engage consultants, auditors, or other third parties to assist with assessing, identifying, and managing cybersecurity risks. Our cybersecurity team works with our crisis management team and cybersecurity advisors we may engage to respond to and manage the resolution of cybersecurity incidents. Our cybersecurity team also works closely with our legal team on various aspects of our cybersecurity program. ​

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

Retail stores

Our retail stores are predominantly located in convenient, high-traffic locations such as power centers. Our typical store is approximately 10,000 square feet, including approximately 950 square feet dedicated to our full-service salon. Most of our retail store leases provide for a fixed minimum annual rent and generally have a 10-year initial term with options for two or three extension periods of five years each, exercisable at our option.

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We also operate retail stores through Space NK in the United Kingdom (“U.K.”) and Ireland. A typical Space NK store is approximately 2,000 square feet. Most Space NK retail store leases provide for a fixed minimum annual rent and generally have a 10-year initial term.

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As of January 31, 2026, we operated 1,591 retail stores, as shown in the table below:

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Distribution centers, fast fulfillment center, and market fulfillment centers

Our standard distribution center (“DC”), fast fulfillment center (“FFC”), and market fulfilment center (“MFC”) lease provides for a fixed minimum annual rent and generally has a 10- or 15-year initial term with three or four renewal options with terms of five years each. The general location, approximate size, and lease expiration date for each DC, FFC, and MFC at January 31, 2026, are set forth below:

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Corporate offices

Our principal executive office is in Bolingbrook, Illinois. The corporate office is approximately 362,000 square feet with lease terms expiring in 2028. Additionally, we have a satellite corporate office in Chicago, Illinois. The Chicago office is approximately 23,000 square feet with lease expiration in 2026. We also operate a corporate office in London, U.K., which is approximately 8,000 square feet with a lease expiration in 2027.

See Note 10 to our consolidated financial statements, “Commitments and contingencies - General litigation,” for information on legal proceedings.

None.

Information About our Executive Officers

The names of our executive officers, their ages, and their positions (as of January 31, 2026) are provided in the following table. All executive officers are elected or appointed by the Board annually in March and hold office until the meeting of the Board the following March.

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There is no family relationship between any of the directors or executive officers and any other director or executive officer of the Company.

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Part II

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Market information

Our common stock has traded on the NASDAQ Global Select Market under the symbol “ULTA” since October 25, 2007. The timing, declaration, and payment of future dividends to holders of our common stock will depend upon many factors, including our financial condition and results of operations, the capital requirements of our businesses, industry practice, and any other relevant factors.

Holders of the registrant’s common stock

The last reported sale price of our common stock on the NASDAQ Global Select Market on March 23, 2026 was $524.15 per share. As of March 23, 2026, we had 25 holders of record of our common stock. 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.

Purchases of equity securities by the issuer and affiliated purchasers

The following table sets forth repurchases of our common stock during the fourth quarter of 2025:

Recent sales of unregistered securities

None.

​****Securities authorized for issuance under equity compensation plans

The following table provides information about common stock that may be issued under our equity compensation plans as of January 31, 2026:

Stock performance graph

The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate it by reference into such filing.

Set forth below is a graph comparing the cumulative total stockholder return on the Company’s common stock with the S&P 500 and the S&P 500 Consumer Discretionary (Industry Group, SP500-2550) for the period covering January 30, 2021 through the end of the Company’s fiscal year ended January 31, 2026. The graph assumes an investment of $100 made at the closing of trading on January 30, 2021 in (i) the Company’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). All values assume reinvestment of the full amount of all dividends, if any, into additional shares of the same class of equity securities at the frequency with which dividends are paid on such securities during the applicable time period.

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The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this Annual Report on Form 10-K.

Overview

We were founded in 1990 as a beauty retailer at a time when prestige, mass, and salon products were sold through distinct channels – department stores for prestige products; drug stores and mass merchandisers for mass products; and salons and authorized retail outlets for professional hair care products. We developed a unique specialty retail concept that offers a broad range of brands and price points, select beauty services, and a convenient and welcoming shopping environment. 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 shopping experience. Based on our consumer insights research, we estimate there are approximately 140 million beauty enthusiasts in the U.S. We believe our strategy provides us with competitive advantages that have contributed to our financial performance.

Today, our U.S. operations (“Ulta U.S.”) make us the largest specialty beauty retailer in the United States and the premier beauty destination for cosmetics, fragrance, skin care, bath and body products, hair care, salon styling tools, wellness products, and salon services. In addition to our U.S. operations, we are expanding our presence internationally through our subsidiary, Space NK, a luxury beauty retailer operating in the U.K. and Ireland, our joint venture in Mexico, and our franchise in the Middle East.

Key points of strategic differentiation include: a differentiated assortment of established and emerging brands across a variety of categories and price points; our convenient omnichannel footprint, offering products through our stores, delivering immersive and personalized experiences through our digital platforms, and providing the Ulta Beauty experience internationally through our partnerships; our best-in-class loyalty program that enables members to earn points for products and beauty services and provides us with a deep understanding of our customers and their preferences; and our ability to cultivate human connection with warm and welcoming guest experiences across all of our channels.

The continued growth of our business and any future increases in net sales, net income, and cash flows is dependent on our ability to execute our strategic priorities across three foundational focus areas, as outlined in our Ulta Beauty Unleashed strategy: 1) Drive Core Business Growth through operational excellence and an elevated go-to-market approach; 2) Scale New, Accretive Businesses by capitalizing on key growth opportunities to ensure relevancy in a rapidly changing world; and 3) Align Our Foundation for Future Success by optimizing our ways of working, streamlining our cost structure, and cultivating an engaging, associate-centered culture. Ulta U.S. operates in the large and growing U.S. beauty products and salon services industry, and we believe our strong operating model, competitive advantages, and financial foundation, paired with our investments to drive our growth, position us to capture additional market share in the industry.

Comparable sales is a key metric that is monitored closely within the retail industry. Our comparable sales have fluctuated in the past, and we expect them to continue to fluctuate in the future. A variety of factors affect our comparable sales, including general economic conditions, changes in merchandise strategy or mix, and timing and effectiveness of our marketing activities, among others.

Over the long term, our growth strategy is to drive profitable growth and market share leadership in beauty and wellness through growing our comparable sales, expanding omnichannel capabilities, and opening new stores. Long-term operating profit is expected to increase as a result of our efforts to drive revenue growth, leverage fixed costs, increase

operating efficiencies, and grow other revenue, partially offset by incremental investments to enhance the guest experience, people, assortment, advertising, and depreciation.

Current Trends

Industry trend****s

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The overall U.S. beauty market expanded in 2024 and 2025, supported by ongoing consumer engagement with and resilience in the beauty category. We remain confident that our differentiated and diverse business model, our commitment to strategic investments, and our highly engaged associates will continue to drive market share gains in the U.S. beauty category over the long term.

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Impact of inflation and other macroeconomic trends

Persistent inflationary and macroeconomic pressures have impacted consumer spending habits broadly. The continuation of inflationary and macroeconomic pressures could impact our ability to grow sales and maintain historical profitability levels. In addition, inflation could cause the interest rates on any debt to remain at an elevated level or increase. ​

Basis of presentation

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The Company has one reportable segment, which includes retail stores, salon services, and e-commerce.

We recognize merchandise revenue at the point of sale in our retail stores. E-commerce sales are recognized upon shipment or guest pickup of the merchandise based on meeting the transfer of control criteria. Retail store and e-commerce sales are recorded net of estimated returns. Shipping and handling are treated as costs to fulfill the contract and not a separate performance obligation. Accordingly, we recognize revenue for our single performance obligation related to online sales at the time control of the merchandise passes to the guest, which is at the time of shipment or guest pickup. We provide refunds for merchandise returns within 30 days from the original purchase date. State sales taxes are presented on a net basis as we consider ourselves a pass-through conduit for collecting and remitting state sales tax. Salon service revenue is recognized at the time the service is provided to the guest. Gift card sales revenue is deferred until the guest redeems the gift card. Company coupons and other incentives are recorded as a reduction of net sales. Other revenue includes private label and co-branded credit card programs, deferred revenue related to the loyalty program and gift card breakage, and royalties.

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Comparable sales reflect sales for stores and e-commerce platforms beginning on the first day of the 14th month of operation. Therefore, a store is included in our comparable store base on the first day of the period after one year of operations plus the initial one-month grand opening period. Non-comparable store sales include sales from new stores that have not yet completed their 13th month of operation and stores that were closed for part or all of the period in either year. Remodeled stores are included in comparable sales unless the store was closed for a portion of the current or prior period. Comparable sales include retail sales, salon services, and e-commerce. In fiscal years with 53 weeks, the 53rd week of comparable sales is included in the calculation. In the year following a 53-week year, the prior year period is shifted by one week to compare similar calendar weeks. There may be variations in the way in which some of our competitors and other retailers calculate comparable or same store sales.

Measuring comparable sales allows us to evaluate the performance of our store base as well as several other aspects of our overall strategy. Several factors could positively or negatively impact our comparable sales results:

Cost of sales includes:

Our cost of sales may be negatively impacted as we open new stores. Changes in our merchandise or channel mix may also have an impact on cost of sales. This presentation of items included in cost of sales may not be comparable to the way in which our competitors or other retailers compute their cost of sales.

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

This presentation of items in selling, general and administrative expenses may not be comparable to the way in which our competitors or other retailers compute their selling, general and administrative expenses.

Pre-opening expenses include non-capital expenditures during the period prior to store opening for new, remodeled, and relocated stores including rent during the construction period for new and relocated stores, store set-up labor, management and employee training, and grand opening advertising.

Interest income represents interest from cash equivalents, which includes 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. Interest expense includes interest costs and facility fees associated with our credit facilities. Our credit facility interest rates are based on a variable rate structure which can result in increased cost in periods of rising or elevated interest rates.

Income tax expense reflects the federal and foreign statutory tax rates and the weighted average state statutory tax rate for the states in which we operate stores.

Equity net loss of affiliate represents our proportionate share of net loss from equity method investees.

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Results of operations

Our fiscal years are the 52- or 53-week periods ending on the Saturday closest to January 31 each year. The Company’s fiscal years ended January 31, 2026 (fiscal 2025), February 1, 2025 (fiscal 2024), and February 3, 2024 (fiscal 2023) were 52-, 52-, and 53-week years, respectively.

The following tables present the components of our consolidated results of operations for the periods indicated:

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Fiscal year 2025 versus fiscal year 2024

Net sales

Net sales increased $1.1 billion, or 9.7%, to $12.4 billion in fiscal 2025 compared to $11.3 billion in fiscal 2024. The net sales increase was primarily due to increased comparable sales, the acquisition of Space NK, and sales from new stores. The total comparable sales increase of 5.4% in fiscal 2025 was driven by a 3.3% increase in average ticket and a 2.0% increase in transactions. The total comparable sales increase in fiscal 2024 was 0.7%.

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Gross profit

Gross profit increased $458.0 million, or 10.4%, to $4.8 billion in fiscal 2025 compared to $4.4 billion in fiscal 2024. Gross profit as a percentage of net sales increased to 39.1% in fiscal 2025 compared to 38.8% in fiscal 2024. The increase in gross profit margin was primarily due to lower inventory shrink and higher merchandise margin, partially offset by adverse channel mix, deleverage of other revenue, and deleverage of store fixed expenses.

Selling, general and administrative expenses

SG&A expenses increased $487.8 million, or 17.4%, to $3.3 billion in fiscal 2025 compared to $2.8 billion in fiscal 2024. As a percentage of net sales, SG&A expenses increased to 26.6% in fiscal 2025 compared to 24.9% in fiscal 2024. The deleverage of SG&A expenses was primarily due to higher incentive compensation, higher store payroll and benefits, higher corporate overhead primarily due to strategic investments, and higher store expenses.

Pre-opening expenses

Pre-opening expenses increased $2.1 million, or 15.6%, to $15.8 million in fiscal 2025 compared to $13.7 million in fiscal 2024.

Interest expense (income), net

Net interest expense was $1.8 million in fiscal 2025 compared to $15.1 million of net interest income in fiscal 2024. The increase in interest expense was primarily due to increased borrowings on our credit facilities in fiscal 2025. As of January 31, 2026, we had $62.3 million outstanding under our credit facilities. We did not have any outstanding borrowings on the credit facilities as of February 1, 2025.

Income tax expense

Income tax expense of $373.9 million in fiscal 2025 represented an effective tax rate of 24.5%, compared to fiscal 2024 income tax expense of $378.9 million and an effective tax rate of 24.0%.

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Equity net loss of affiliate

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Equity net loss of affiliate was $3.9 million in fiscal 2025 related to our joint venture in Mexico.

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Net income

Net income decreased $47.6 million to $1.15 billion in fiscal 2025 compared to $1.20 billion in fiscal 2024. The decrease in net income was primarily due to a $487.8 million increase in SG&A expenses, a $16.9 million increase in net interest expense, a $3.9 million increase in equity net loss of affiliate, and a $2.1 million increase in pre-opening expenses, partially offset by a $458.0 million increase in gross profit and a $5.1 million decrease in income taxes.

Fiscal year 2024 versus fiscal year 2023

Net sales

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

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Gross profit increased $6.2 million, or 0.1%, to $4.39 billion in fiscal 2024, compared to $4.38 billion in fiscal 2023. Gross profit as a percentage of net sales decreased to 38.8% in fiscal 2024 compared to 39.1% in fiscal 2023. The decrease in gross profit margin was primarily due to lower merchandise margin, deleverage of store fixed costs, and higher supply chain costs, partially offset by lower inventory shrink and favorable channel mix.

Selling, general and administrative expenses

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. As a percentage of net sales, SG&A expenses increased to 24.9% in fiscal 2024 compared to 24.0% in fiscal 2023. The deleverage of SG&A expenses was primarily due to deleverage of store payroll and benefits, corporate overhead due to strategic investments, and store expenses, partially offset by lower incentive compensation.

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Pre-opening expenses

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.

Interest income, net

Net interest income was $15.1 million in fiscal 2024 compared to $17.6 million in fiscal 2023, due to lower average cash balances. We did not have any outstanding borrowings on our credit facilities as of February 1, 2025 and February 3, 2024.

Income tax expense

Income tax expense of $378.9 million in fiscal 2024 represented an effective tax rate of 24.0%, compared to fiscal 2023 income tax expense of $404.6 million and an effective tax rate of 23.9%.

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Net income

Net income decreased $89.9 million to $1.2 billion in fiscal 2024 compared to $1.3 billion in fiscal 2023. The decrease in net income was primarily due to a $114.0 million increase in SG&A expenses and a $5.2 million increase in pre-opening expenses, partially offset by a $25.7 million decrease in income taxes and a $6.2 million increase in gross profit.

Liquidity and capital resources

Our primary sources of liquidity are cash and cash equivalents, cash flows from operations, and borrowings under our credit facilities. The most significant components of our working capital are merchandise inventories, cash and cash equivalents, and receivables, reduced by accounts payable, deferred revenue, and accrued liabilities. As of January 31, 2026 and February 1, 2025, we had cash and cash equivalents of $424.2 million and $703.2 million, respectively.

Our primary cash needs are for rent, capital expenditures for new, remodeled, and relocated stores, increased merchandise inventories related to store expansion and new brand additions, supply chain improvements, share repurchases, and continued investment in our information technology systems.

Our most significant ongoing short-term cash requirements relate primarily to funding operations (including expenditures for lease expenses, inventory, labor, distribution, advertising and marketing, and tax liabilities) as well as periodic spend for capital expenditures, investments, and share repurchases. Our working capital needs are greatest from August through November each year as a result of our inventory build-up during this period for the approaching holiday season.

Long-term cash requirements primarily relate to funding lease expenses and other purchase commitments.

We generally fund short-term and long-term cash requirements with cash from operating activities. We believe our primary sources of liquidity will satisfy our cash requirements over both the short term (the next twelve months) and long term.

The following table summarizes contractual cash requirements as of January 31, 2026:

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Purchase obligations reflect legally binding agreements entered into by the Company to purchase goods or services. The amount of purchase obligations relates to commitments for products and services and other goods and service contracts entered into as of January 31, 2026. Excluded from purchase obligations are normal purchases and contracts entered into in the ordinary course of business.

Cash flows

We believe our ability to generate substantial cash from operating activities and readily secure financing at competitive rates are key strengths that give us significant flexibility to meet our short and long-term financial commitments.

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The following table presents a summary of our cash flows during the last three years:

Operating activities

Operating activities consist of net income adjusted for certain non-cash items, including depreciation and amortization, non-cash lease expense, deferred income taxes, stock-based compensation expense, realized gains or losses on disposal of property and equipment, and the effect of working capital changes.

The increase in net cash provided by operating activities in fiscal 2025 compared to fiscal 2024 is mainly due to a lower increase in merchandise inventories in fiscal 2025 and timing of accrued liabilities and deferred revenue.

Merchandise inventories, net were $2.2 billion at January 31, 2026, compared to $2.0 billion at February 1, 2025, representing an increase of $212.9 million or 10.8%. The increase in total inventory is primarily due to new brand launches, the acquisition of Space NK, and the addition of new Ulta Beauty stores in the U.S.

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.

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Investing activities

We have historically used cash primarily for new, remodeled, relocated, and refreshed stores, supply chain investments, short-term investments, and investments in information technology systems. Investment activities for capital expenditures were $434.8 million during fiscal 2025, compared to $374.5 million during fiscal 2024. Purchases of short-term investments were $70.0 million during fiscal 2025 and consisted of certificates of deposit with maturities of three to twelve months from the date of purchase.

The increase in net cash used in investing activities in fiscal 2025 relative to fiscal 2024 was primarily due to the acquisition of Space NK in the second quarter of fiscal 2025.

The decrease in net cash used in investing activities in fiscal 2024 relative to fiscal 2023 was primarily due to less capital expenditures for information technology systems and supply chain, partially offset by more capital expenditures for new, remodeled, and relocated stores compared to fiscal 2023.

Capital expenditures

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The following table presents a summary of our consolidated store activities during the last three years:

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During fiscal 2025, the average investment required to open a new Ulta Beauty store in the U.S. was approximately $2.4 million, which included capital investment net of landlord contributions, pre-opening expenses, and initial inventory net of payables.

Capital expenditures were $434.8 million, $374.5 million, and $435.3 million in fiscal 2025, fiscal 2024, and fiscal 2023, respectively.

Our future investments will depend primarily on the number of new, remodeled, and relocated stores, information technology systems investments, and supply chain investments that we undertake and the timing of these expenditures. Based on past performance and current expectations, we believe our sources of liquidity will be sufficient to fund future capital expenditures. We expect capital expenditures will not be greater than $450 million in fiscal 2026 and will

primarily be used to fund our new, remodeled, and relocated stores and strategic priorities, including investments in information technology systems and supply chain optimization.

Financing activities

Financing activities include share repurchases, borrowings and repayments under our revolving credit facilities, and capital stock transactions. Purchases of treasury shares represent the fair value of common shares repurchased from plan participants in connection with shares withheld to satisfy minimum statutory tax obligations upon the vesting of restricted stock.

The decrease in net cash used in financing activities in fiscal 2025 relative to fiscal 2024 was primarily due to a decrease in share repurchases.

The increase in net cash used in financing activities in fiscal 2024 relative to fiscal 2023 was primarily due to an increase in share repurchases.

As of January 31, 2026, we had $62.3 million outstanding under our credit facilities. We did not have any outstanding borrowings on the credit facilities as of February 1, 2025 or February 3, 2024.

Share repurchase program

In March 2022, the Board of Directors authorized a share repurchase program (the 2022 Share Repurchase Program) pursuant to which the Company could repurchase up to $2.0 billion of the Company’s common stock. The 2022 Share Repurchase Program revoked the previously authorized but unused amounts from an earlier share repurchase program. The 2022 Share Repurchase Program did not have an expiration date but provided for suspension or discontinuation at any time.

In March 2024, the Board of Directors authorized a share repurchase program (the March 2024 Share Repurchase Program) pursuant to which the Company could repurchase up to $2.0 billion of the Company’s common stock. The March 2024 Share Repurchase Program authorization revoked the previously authorized but unused amounts under the 2022 Share Repurchase Program. The March 2024 Share Repurchase Program did not have an expiration date but provided for suspension or discontinuation at any time.

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In October 2024, the Board of Directors authorized a share repurchase program (the October 2024 Share Repurchase Program) pursuant to which the Company may repurchase up to $3.0 billion of the Company’s common stock. The October 2024 Share Repurchase Program authorization revoked the previously authorized but unused amounts under the March 2024 Share Repurchase Program. The October 2024 Share Repurchase Program does not have an expiration date and may be suspended or discontinued at any time. ​

A summary of common stock repurchase activity is presented in the following table:

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Credit facilities

On August 27, 2025, we entered into Amendment No. 4 to the Second Amended and Restated Loan Agreement (as so amended, the “Loan Agreement”) with Wells Fargo Bank, National Association, as Administrative Agent, Collateral Agent, and a Lender thereunder; Wells Fargo Bank, National Association and JPMorgan Chase Bank, N.A., as Lead Arrangers and Bookrunners; JPMorgan Chase Bank, N.A., as Syndication Agent and a Lender; and the other lenders party thereto. The Loan Agreement matures on March 13, 2029, provides maximum revolving loans equal to the lesser

of $1.0 billion or a percentage of eligible owned inventory and eligible owned receivables (which borrowing base may, at the election of the Company and satisfaction of certain conditions, include a percentage of qualified cash), and contains a $50.0 million subfacility for letters of credit. The Loan Agreement requires the Company to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 whenever availability under the Loan Agreement falls below the specified threshold. Substantially all of the Company’s assets are pledged as collateral for outstanding borrowings under the Loan Agreement. Outstanding borrowings bear interest, at the Company’s election, at either a base rate plus a margin of 0.5% to 1.0% or the Term Secured Overnight Financing Rate plus a margin of 1.5% to 2.0%, and a credit spread adjustment of 0.10%, with such margins based on the Company’s borrowing availability. The unused line fee is 0.25% to 0.375% per annum. As of January 31, 2026 and February 1, 2025, there were no borrowings outstanding under the Loan Agreement.

Ulta Beauty’s wholly owned subsidiary, Space NK, maintains a multi-currency revolving credit facility (the “Facility Agreement”) with National Westminster Bank plc, providing up to £40.0 million for working capital requirements. The Facility Agreement, maturing on April 17, 2028, allows Space NK to increase the revolving facility by an additional £10.0 million with lender consent. The facility is secured by the assets of Space NK and contains a requirement to maintain an interest coverage ratio not less than 4.0 to 1.0 and a leverage ratio not to exceed 2.0 to 1.0 for any relevant period. Borrowings bear interest at either the compound or term Sterling Overnight Index Average plus a margin of 1.75%, and an unused line fee of 0.60% per annum. As of January 31, 2026, there was $62.3 million outstanding under the Facility Agreement.

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As of January 31, 2026, we were in compliance with all terms and covenants of the Loan Agreement and Facility Agreement.

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Seasonality

Our business is subject to seasonal fluctuation. Significant portions of our net sales and profits are realized during the fourth quarter of the fiscal year due to the holiday selling season. To a lesser extent, our business is also affected by Mother’s Day and Valentine’s Day. Any decrease in sales during these higher sales volume periods could have an adverse effect on our business, financial condition, or operating results for the entire fiscal year. Our quarterly results of operations have varied in the past and are likely to do so again in the future. As such, we believe that period-to-period comparisons of our results of operations should not be relied upon as an indication of our future performance.

Critical accounting policies and estimates

Management’s discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements required the use of estimates and judgments that affect the reported amounts of our assets, liabilities, revenues, and expenses. Management bases estimates on historical experience and other assumptions it believes to be reasonable under the circumstances and evaluates these estimates on an ongoing basis. Actual results may differ from these estimates. A discussion of our more significant estimates follows. Management has discussed the development, selection, and disclosure of these estimates and assumptions with the Audit Committee.

Inventory valuation

Merchandise inventories are carried at the lower of cost or net realizable value. Cost is determined using the moving average cost method and includes costs incurred to purchase and distribute goods as well as related vendor allowances including co-op advertising, markdowns, and volume discounts. We record valuation adjustments to our inventories if the cost of a specific product on hand exceeds the amount we expect to realize from the ultimate sale or disposal of the inventory as well as for any excess or discontinued inventory. These estimates are based on management’s judgment regarding future demand, age of inventory, and analysis of historical experience. If actual demand or market conditions are different than those projected by management, future merchandise margin rates may be affected by adjustments to these estimates.

Inventories are adjusted for the results of periodic physical inventory counts at each of our locations. We record a shrink reserve representing management’s estimate of inventory losses by location that have occurred since the date of the last physical count. This estimate is based on management’s analysis of historical results, including consideration of current loss rates.

We do not believe that there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we use to calculate our inventory reserves. Adjustments to earnings resulting from revisions to management’s estimates of the inventory reserves have been insignificant during fiscal 2025, 2024, and 2023. An increase or decrease in the lower of cost or net realizable value reserve of 10% would not have a material impact on our operating income for fiscal 2025. An increase or decrease in the shrink rate included in the shrink reserve calculation of 10% would not have a material impact on our operating income for fiscal 2025.

Vendor allowances

The majority of cash consideration received from a vendor is considered to be a reduction of the cost of the related products and is reflected in cost of sales in our consolidated statements of income as the related products are sold unless it is in exchange for an asset or service or a reimbursement of a specific, incremental, identifiable cost incurred by the Company in selling the vendors’ products. We estimate the amount recorded as a reduction of inventory at the end of each period based on a detailed analysis of inventory turns and management’s analysis of the facts and circumstances of the various contractual agreements with vendors. We record cash consideration expected to be received from vendors in receivables. We do not believe there is a reasonable likelihood there will be a material change in the future estimates or assumptions we use to calculate our reduction of inventory. An increase or decrease in inventory turns of five basis points would not have a material impact on our operating income for fiscal 2025.

Impairment of long-lived tangible assets

We review long-lived tangible assets for impairment quarterly or more frequently if events or circumstances indicate these assets might be impaired. Assets are primarily reviewed at the store level, which is the lowest level for which cash flows can be identified. Significant estimates are used in determining future operating results of each store over its remaining lease term. An impairment loss would be recorded if the carrying amount of the long-lived asset exceeds its fair value. We do not believe there is a reasonable likelihood there will be a material change in the future estimates or assumptions we use to calculate our impairment charges. No impairment charges were recognized in fiscal 2025, 2024, or 2023.

Impairment of goodwill and other intangible assets

We review goodwill and other intangible assets for impairment annually or more frequently if events or circumstances indicate these assets might be impaired. An impairment loss would be recorded if the carrying amount of goodwill or other intangible assets exceeds their respective fair value. We do not believe there is a reasonable likelihood there will be a material change in the future estimates or assumptions we use to calculate our impairment charges. No impairment charges were recognized in fiscal 2025, 2024, or 2023.

Loyalty program

We maintain a customer loyalty program, Ulta Beauty Rewards®, which allows members to earn points based on purchases of merchandise or services. Points earned are valid for at least one year. The loyalty program represents a material right to the customer and points may be redeemed on future products and services. Revenue from the loyalty program is recognized when the members redeem points or points expire. We defer revenue related to points earned that have not yet been redeemed. The amount of deferred revenue includes estimates for the standalone selling price of points earned by members and the percentage of points expected to be redeemed. The expected redemption percentage is based on historical redemption patterns and considers current information or trends. The standalone selling price of points earned and the estimated redemption rate is evaluated each reporting period. We do not believe there is a reasonable likelihood there will be a material change in the future estimates or assumptions used to calculate the estimated redemption rate.

Adjustments to earnings resulting from revisions to management’s estimates of the redemption rates have been insignificant during fiscal 2025, 2024, and 2023. An increase or decrease in the estimated redemption rate of 5% would not have a material impact on our operating income in fiscal 2025. ​

Income taxes

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Judgment is required in determining our provision for income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws.

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We recognize deferred income taxes for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are anticipated to be recovered or settled. The effect on deferred taxes of a change in income tax rates is recognized in the consolidated statements of income in the period of enactment. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets to the amount expected to be realized unless it is more-likely-than-not that such assets will be realized in full. The estimated tax benefit of an uncertain tax position is recorded in our consolidated financial statements only after determining a more-likely-than-not probability that the uncertain tax position will withstand challenge, if any, from applicable taxing authorities.

​

Judgment is required in assessing the future tax consequences of events that have been recognized on our consolidated financial statements or tax returns. Variations in the actual outcome of these future tax consequences could materially impact our consolidated financial statements.

Business combinations

Business combinations are accounted for using the acquisition method of accounting, which requires that once control is obtained, all the assets acquired and liabilities assumed are recorded at their respective fair values at the date of acquisition. The determination of the acquisition date fair values of identifiable assets acquired and liabilities assumed requires estimates and the use of valuation techniques when fair value is not readily available and requires judgment. For the valuation of indefinite-lived intangible assets acquired in a business combination, the Company typically uses the relief from royalty method, which utilizes the present value of the after-tax royalty savings attributable to owning the intangible assets as opposed to paying a third party for its use. The significant assumptions used to estimate the fair values of intangible assets include projected revenues, discount rate, remaining useful life, and estimated royalty rate. Although the Company believes its estimates of acquisition date fair values are reasonable, actual financial results could differ from those estimates due to the inherent uncertainty involved in making such estimates. Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact on the determination of the fair values of the intangible assets acquired.

If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and projections used to develop these values, we could record impairment charges. In addition, we have estimated the economic lives of certain acquired tangible and intangible assets and these lives are used to calculate depreciation and amortization expense. If our estimates of the economic lives change, depreciation or amortization expenses could increase or decrease, or the acquired asset could be impaired.

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Recently adopted accounting pronouncements

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

​ Recent accounting pronouncements not yet adopted

​

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

Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates and foreign currency exchange rates. We continually monitor these risks and may develop strategies to manage them. We do not hold or issue financial instruments for trading purposes.

Interest rate risk

We are exposed to interest rate risks primarily through borrowings under our credit facilities. Interest on our borrowings is based upon variable rates. As of January 31, 2026, there was $62.3 million outstanding under our credit facilities. We did not have any outstanding borrowings under our credit facilities as of February 1, 2025 or February 3, 2024.

Foreign currency exchange rate risk

We are subject to foreign currency exchange rate risks primarily through our foreign subsidiaries. The currency effects of translating the financial statements of foreign subsidiaries are included in accumulated other comprehensive income and will not be recognized in the statement of income until there is a liquidation or sale of foreign subsidiaries.

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ULTA BEAUTY, INC.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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Report of Independent Registered Public Accounting Fir****m

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

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Ulta Beauty, Inc. (the Company) as of January 31, 2026 and February 1, 2025, the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended January 31, 2026, 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 January 31, 2026 and February 1, 2025, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2026, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 26, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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/s/ Ernst & Young LLP

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

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Chicago, Illinois

March 26, 2026

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Report of Independent Registered Public Accounting Firm

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

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Opinion on Internal Control Over Financial Reporting

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We have audited Ulta Beauty, Inc.’s internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Ulta Beauty, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026, based on the COSO criteria.

As indicated in the accompanying Management’s annual report on internal control over financial reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include

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None.

Evaluation of disclosure controls and procedures over financial reporting

We have established disclosure controls and procedures to ensure that material information relating to the Company is made known to the officers who certify our financial reports and to the members of our senior management and Board of Directors.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended). Based on management’s evaluation as of January 31, 2026, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures 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, as amended, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s annual report on internal control over financial reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process designed by, or under the supervision of, the principal executive officer and principal financial officer and effected by the Board of Directors, management, and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. During fiscal 2025, we acquired Space NK and have included their balances as of January 31, 2026 in our consolidated balance sheets and the results of their operations in our consolidated statements of income and comprehensive income. As permitted by the SEC, we elected to exclude this acquisition, which constituted approximately 4% of total assets as of January 31, 2026, from our assessment of internal control over financial reporting as of January 31, 2026. The inclusion of Space NK could cause changes to our internal controls over financial reporting in future periods.

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Under the supervision and with the participation of our principal executive officer and our principal financial officer, our management evaluated the effectiveness of our internal control over financial reporting as of January 31, 2026, 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 control over financial reporting was effective as of January 31, 2026. 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 January 31, 2026 and has issued the attestation report included in Item 8 of this Annual Report on Form 10-K.

Changes in internal control over financial reporting

There were no changes to our internal control over financial reporting that occurred during the 13 weeks ended January 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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**​ **Item 9B. Other InformationRule 10b5-1 Plans

During the 13 weeks ended January 31, 2026, 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.

Principal Accounting Officer

On March 26, 2026, the Board appointed Christopher Lialios, the Company’s Senior Vice President and Controller, to serve as the Company’s principal accounting officer. Mr. Lialios will continue to serve as the Company’s Senior Vice President and Controller in addition to his duties as the Company’s principal accounting officer. Christopher J. DelOrefice, the Company’s Chief Financial Officer, will continue to serve as the Company’s Chief Financial Officer as well as the Company’s principal financial officer.

Mr. Lialios, 61, has served as Senior Vice President and Controller of the Company since 2018, with responsibility for the Company’s financial reporting, internal controls, and accounting policy, except from June 2025 to December 2025, when Mr. Lialios served as the Company’s interim chief financial officer, principal financial officer, and principal accounting officer. Mr. Lialios joined Ulta Beauty in 1999 as assistant controller, where he led finance transformation efforts across the Company, and has held positions of increasing responsibility within the Company’s accounting and finance organization since that time. He is a Certified Public Accountant and holds a B.S. in Accounting from the University of Illinois Chicago and an M.B.A. from Webster University.

Effective March 26, 2026, Mr. Lialios’ annualized base salary will be $484,000 and his annual cash incentive target will be 50% of his base salary.

There are no arrangements or understandings between Mr. Lialios and any other person pursuant to which he was appointed. Mr. Lialios does not have any family relationship with any director or other executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer, and there are no transactions in which Mr. Lialios has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Chief Executive Officer Option Award

On March 26, 2026, the Compensation Committee (the “Committee”) of the Board of Directors approved an award of performance-contingent stock options for Kecia L. Steelman, the Company’s President and Chief Executive Officer, consisting of an option to purchase 68,000 shares of our common stock (the “Option Award”), effective on March 31, 2026 (the “Grant Date”), which is subject to both achievement of stock price hurdles and a five (5)-year service vesting condition. The performance vesting must occur prior to March 30, 2031, and vesting is subject to Ms. Steelman’s continued employment with the Company through such date, except as described below. The exercise price for such Option Award will be set at the closing price of the Company’s common stock on the NASDAQ Global Select Market (the “Closing Stock Price”) on the Grant Date and the term of the Option Award is ten years from the Grant Date.

The Option Award will performance-vest in two tranches, each of which comprise half of the Option Award. Performance will be measured based on the compound annual growth rate (“CAGR”) of the Company’s Closing Stock Price from a base price calculated using the average Closing Stock Price over the 30 calendar days preceding the Grant Date. The first tranche and second tranche will performance-vest when the average Closing Stock Price (over any consecutive twenty (20)-trading day or thirty (30)-calendar day period) represents a CAGR of 8% and 18%, respectively, from the base price. Any earned portion of the Option Award will service-vest five years from the Grant Date and any unearned portion as of March 30, 2031 will be forfeited.

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In the event of a change in control of the Company, any tranche of the Option Award that performance-vested prior to, or as of the occurrence of, such change in control will remain eligible to vest, subject to Ms. Steelman’s continued service through the end of the performance period. If no tranches of the Option Award have yet performance-vested as of the change in control, the first tranche will automatically performance-vest (subject to continued service-vesting conditions) and, if the change in control per share consideration is between the two stock price targets, a pro-rata portion of the second tranche of the Option Award will also performance-vest on an interpolated basis. If Ms. Steelman is terminated without “Cause” or for “Good Reason” (each as defined in the Company’s Executive Change in Control and Severance Plan, dated March 24, 2017) within twelve months following the change in control, the performance-vested portion of the Option Award will service-vest. In any case, no more than the two tranches of the Option Award will vest.

If Ms. Steelman is terminated without Cause thirty-six months or more after the Grant Date and prior to a change in control, any tranche of the Option Award that performance-vested prior to the date of such termination will vest and any unvested tranche will remain outstanding and eligible to vest upon attainment of the performance goal to the extent achieved during the five-year performance period. The Option Award is also eligible for pro-rated vesting upon a termination of employment due to death or disability, based on both performance and the duration of service during the performance period. Any vesting of the Option Award in connection with a termination of employment without Cause of for Good Reason during the performance period is subject to Ms. Steelman’s delivery and non-revocation of an effective general release of claims in favor of the Company and continued compliance with applicable restrictive covenants during Ms. Steelman’s employment and for a period of 12 months following such termination of employment.

The foregoing description of Ms. Steelman’s special incentive award does not purport to be a complete description and is qualified in its entirety by reference to the full text of an option agreement to be entered into between Ms. Steelman and the Company, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending May 2, 2026.

Not applicable.

Part III

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The information required by this item with respect to our executive officers is set forth in Part I of this Annual Report on Form 10-K under the caption “Information About our Executive Officers.” The information required by this item with respect to the members of our Board of Directors will be set forth in the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders (the Proxy Statement) to be filed with the SEC in advance of such meeting and is hereby incorporated herein by reference.

We have a code of business conduct that applies to all of our employees, including our Chief Executive Officer, Chief Financial Officer, Controller, and other persons performing similar functions. We have posted a copy of our code of business conduct under “Governance” in the Investor Relations section of our website located at http://ulta.com/investor, and such code of business conduct is available in print, without charge, to any stockholder who requests it from our Corporate Secretary. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendments to, or waivers from, the code of business conduct by posting such information under “Governance” in the Investor Relations section of our website located at http://ulta.com/investor. We are not including the information contained on our website as part of, or incorporating it by reference into, this Annual Report on Form 10-K.

The information required by this item will be set forth in the Proxy Statement to be filed with the SEC and is hereby incorporated herein by reference.

The information required by this item with respect to security ownership of certain beneficial owners and management will be included in the Proxy Statement to be filed with the SEC and is hereby incorporated by reference. The information required by this item with respect to compensation plans under which our equity securities are authorized for issuance as of January 31, 2026 is set forth in Item 5 of this Annual Report on Form 10-K under the caption “Securities authorized for issuance under equity compensation plans.”

The information required by this item will be included in the Proxy Statement to be filed with the SEC and is hereby incorporated by reference.

The information required by this item will be included under the caption “Corporate Governance – Proposal Two – Ratification of Appointment of Independent Registered Public Accounting Firm – Fees to Independent Registered Public Accounting Firm” in the Proxy Statement and is hereby incorporated by reference.

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Part IV

The following documents are filed as a part of this Form 10-K:

All other financial statement schedules required by Form 10-K have been omitted because they were inapplicable or otherwise not required under the instructions contained in Regulation S-X.

(b) Exhibits

The exhibits listed in the Exhibit Index below are filed as part of this Annual Report on Form 10-K.

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EXHIBIT INDEX

• A management contract or compensatory plan or arrangement.

None.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bolingbrook, State of Illinois, on March 26, 2026.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

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