Ulta Beauty (ULTA) 10-K risk factor changes: FY2025 vs FY2024

_The risks described below [added: 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 [removed: States,] [added: 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.

Business, [removed: Operational] [added: Operational,] and Strategic Risks

[removed: We may not be able to sustain our growth plans and successfully implement our long-range strategic, operational and financial plans, which] [added: Any of these factors] could have a material adverse effect on our business, financial condition, profitability, and cash [removed: flows.][added: flows.]

We are a retailer carrying approximately [removed: 29,000] [added: 30,000] beauty products that change on a regular basis in response to beauty trends, which makes the success of our operations particularly vulnerable to disruptions in our distribution infrastructure.

As a result, we encounter risks and difficulties frequently experienced by internet-based businesses, including risks related to our ability to attract and retain [removed: customers] [added: guests] on a cost-effective basis and our ability to operate, support, expand, and develop our internet operations, website, mobile applications and software, and other related operational systems.

[removed: Although we] believe that our omnichannel participation is a distinct advantage for us due to synergies and the potential for new [removed: customers,] [added: guests,] supporting product offerings through these channels can create issues that have the potential to adversely affect our results of operations.

In addition, offering different products through each channel could cause conflicts and cause some of our current or potential [added: future] internet or mobile [removed: customers] [added: guests] to consider competing distributors of beauty products.

As we continue to grow our e-commerce platform, the impact of attracting existing rather than new guests, conflicts between product offerings online or through our mobile [removed: applications] [added: application] and through our stores, and opening up our channels to increased competition from pure-play e-commerce companies could have a material adverse effect on our business, financial condition, profitability, and cash flows.

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

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

Our business is also subject to a variety of other risks generally associated with sourcing goods from abroad, such as political instability, [added: wars or other conflicts,] disruption of imports by labor disputes, and local business practices.

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

Our future operations and performance will be subject to these factors, [removed: and these factors] [added: which] could have a material adverse effect on our business, financial condition, profitability, and cash flows or may require us to modify our current business practices and incur increased costs.

If these relationships were to be impaired, or if certain brand partners were to change their distribution model or [removed: are] [added: become] unable to supply sufficient merchandise to keep pace with our growth plans, we may not be able to obtain a sufficient selection or volume of merchandise on reasonable terms, and we may not be able to respond promptly to changing trends in beauty products, either of which could have a material adverse effect on our competitive position, business, financial condition, profitability, and cash flows.

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

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

If we fail to maintain strong relationships with our existing brand partners, or if we fail to continue acquiring and strengthening relationships with additional brand [removed: partners of beauty products,] [added: partners,] our ability to obtain a sufficient amount and variety of merchandise on reasonable terms may be limited, which could have a negative impact on our competitive position.

During fiscal [removed: 2024] [added: 2025] and fiscal [removed: 2023,] [added: 2024,] merchandise supplied [removed: to Ulta Beauty] by our top ten brand partners accounted for approximately [removed: 54%] [added: 51%] and [removed: 55%] [added: 54%] of our net sales, respectively.

If our brand partners ceased granting us permanent or temporary exclusive rights our net sales could be negatively impacted, which could have a material adverse effect on our business, financial [removed: condition] [added: condition,] and profitability.

If we are unable to protect against inventory [removed: shrink,] [added: shrink,] our results of operations and financial condition could be adversely affected.

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

Our comparable sales and quarterly financial performance may fluctuate [removed: for a variety] [added: due to seasonality and other factors outside] of [removed: reasons,] [added: our control,] which could result in a decline in the price of our common stock.

We currently operate four regional distribution centers, which house the distribution operations for Ulta [removed: Beauty] [added: U.S.] retail stores together with the order fulfillment operations of our e-commerce platform, one fast fulfillment center (e-commerce only), and two market fulfillment centers, which focus on our most productive products and support e-commerce and retail stores.

To support our expected future growth and to maintain the efficient operation of our business, it is likely [removed: additional] [added: that new] distribution facilities will be added [added: and existing facilities will be refurbished] in the future.

If our marketing, [removed: advertising] [added: advertising,] and promotional programs are unsuccessful, our results of operations and financial condition could be adversely affected.

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

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

Competition for this type of personnel is intense, and we may not be successful in attracting, assimilating, and retaining the [removed: personnel] [added: associates] required to grow and operate our business profitably.

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

These covenants could restrict our operational flexibility and any failure to comply with these covenants or our payment obligations would limit our ability to borrow under the credit [removed: facility] [added: facilities] and, in certain circumstances, may allow the lenders thereunder to require repayment.

Economic, [removed: Market] [added: Market,] and Other External Risks

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

[removed: We] [added: Additionally, we] expect the impact of inflationary and macroeconomic pressures to continue in [removed: 2025,] [added: 2026,] and we continue to closely monitor conditions, including [removed: customer] [added: guest] behavior, and the impact of these factors on [removed: customer] [added: guest] demand.

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

[removed: Although] [added: As] we [removed: currently do not operate stores outside] [added: expand internationally,] the [removed: United States,] [added: magnitude of the effects of] geopolitical events, including the ongoing conflicts in Ukraine and the Middle [removed: East, have caused greater uncertainty] [added: East and cartel violence and related unrest] in [added: Mexico, on] the [removed: global economy and exacerbated] [added: Company’s business, financial condition, profitability, and/or cash flow could be greater than when] the [removed: inflation situation.The] [added: 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 [added: 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 [removed: and] [added: as well as] premium salon services.

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

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.

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.

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.

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.

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

We have historically experienced and expect to continue to experience seasonal fluctuations in our net sales, operating income, and net income.

A significant portion of our net sales and profits is driven by holidays, such as Valentine’s Day and Mother’s Day in the first and second quarters and the November/December holiday season in the fourth quarter.

We must carry a significant amount of inventory, particularly before these selling periods.

If we miscalculate demand for our products generally or for our product mix during certain holiday seasons, our net sales could decline or we could accumulate excess inventory, which would harm our financial performance.

If we are not successful in selling our inventory during these periods, we may be forced to rely on markdowns or promotional sales to dispose of the excess inventory or may not be able to sell the inventory at all, which could have a material adverse effect on our business, financial condition, and results of operations.

Additionally, our comparable sales and quarterly financial performance have historically been affected, and may continue to be affected, by any of the other types of risks and events described in these risk factors.

If we are not successful in managing our inventory balances, our sales may decline and our results of operations may be negatively affected.

We must maintain sufficient inventory levels of merchandise that our guests desire to successfully operate our business.

A shortage of popular merchandise could reduce our net sales.

Conversely, we also must seek to avoid accumulating excess inventory to maintain appropriate in-stock levels.

If we overstock unpopular merchandise, then we may be forced to take significant inventory markdowns or miss opportunities for the sale of other merchandise, both of which could have a negative impact on our profitability, and, in turn, our sales may decline or we may be required to sell the merchandise we have obtained at lower prices.

If we are not successful in managing our inventory balances, our results of operations may be negatively affected.

The development and use or misuse of AI or the failure to use AI present risks and challenges that may negatively affect our business.

Failure to adapt to a rapidly changing technological environment or failure to adopt emerging technologies, including advances relating to AI and agentic commerce, in a timely manner could negatively affect our business.

For example, if we are unable to match or surpass the advances in technologies and capabilities of our competitors for either external (guest)-facing or internal use cases, our competitive position could be adversely affected.

In addition, if we adopt new technologies such as AI and fail to deploy them effectively or if we, our associates, or third parties acting at our direction use them incorrectly, unethically, or illegally, it could have a negative impact on our business, reputation, and financial results.

The development of AI technologies is complex, and there are technical and other challenges associated with achieving the desired level of accuracy, efficiency, and reliability.

The algorithms and models utilized in generative AI systems may have limitations, including biases, errors, or the inability to handle certain data types or scenarios.

Additionally, there is a risk of system failures, disruptions, or vulnerabilities that could compromise the integrity, security, or privacy of data inputs or generated content.

These limitations or failures could result in reputational harm, legal liabilities, or loss of guest, employee, or business partner confidence.

Uncertainty regarding the regulation of AI and other burgeoning technologies may require significant resources to modify and maintain business practices to comply with U.S. and non-U.S. laws, the nature of which cannot be determined at this time.

An increasing number of jurisdictions around the globe, including several U.S. states, have already proposed or enacted laws governing AI.

Other jurisdictions may decide to adopt similar or more restrictive legislation that may render the use of such technologies challenging.

These obligations may make it harder for us to conduct our business using AI, lead to regulatory fines or

penalties, require us to change our business practices, or prevent or limit our use of AI.

If we are unable to effectively use AI, or that use is restricted, our business may be less efficient, or we may be at a competitive disadvantage.

Furthermore, the success of our business depends significantly on our ability to attract, motivate, and retain qualified associates, including store managers and other store associates, distribution center associates, and corporate personnel.

Recent or potential future legislative initiatives may seek to increase the federal minimum wage in the United States, as well as the minimum wages in certain individual states or markets.

As federal or state minimum wage rates increase, we may need to increase not only the wage rates of our minimum wage associates, but also the wages paid to our other hourly associates.

Further, should we fail to increase our wages competitively in response to increasing wage rates, the quality of our workforce could decline, causing our customer service to suffer.

Any increase in the cost of our labor could have an adverse effect on our operating costs, financial condition, and results of operations.

If we are unable to hire and retain store-level associates capable of providing a high level of customer service, skilled distribution center associates, and other qualified personnel, our business could be materially adversely affected.

Our continued and future growth largely depends on our ability to implement our long-range strategic, operational and financial plans and successfully open and operate new stores profitably.

There can be no assurance that we will be successful in implementing our growth plans, long-range strategic imperatives and/or operational excellence priorities, including continuous improvement and supply chain optimization, and our failure to do so could have a material adverse effect on our business, financial condition, profitability, and cash flows.

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

We have no long-term supply contracts with

Our comparable sales and quarterly results of operations have fluctuated in the past, and we expect them to continue to fluctuate in the future.

A variety of factors affect our comparable sales and quarterly financial performance, including:

| | ● | general U.S. economic conditions and, in particular, the retail sales environment; |

| | ● | changes in our merchandising strategy or mix; |

| | ● | performance of our new and remodeled stores; |

| | ● | the effectiveness of our inventory management; |

| | ● | timing and concentration of new store openings, including additional human resource requirements and related pre-opening and other start-up costs; |

| | ● | cannibalization of existing store sales by new store openings; |

| | ● | timing and effectiveness of our marketing activities; |

| | ● | seasonal fluctuations due to weather conditions; |

| | ● | actions by our existing or new competitors; and |

| | ● | hurricanes, tornadoes, wildfires, earthquakes, mudslides, other natural disasters, epidemics or pandemics, and geopolitical events. |

Use of social media may adversely impact our reputation.

Given the pervasive use of social media platforms, including blogs, social media websites, and other forms of internet-based and mobile communications, negative commentary regarding us or the products we sell may be adverse to our reputation or business.

Customers value readily available information and often act on such information without further investigation and without regard to its accuracy or source.

The harm may be immediate without affording us an opportunity for redress or correction.

We also use social media platforms as marketing tools.

For example, we maintain Facebook, X (formerly Twitter), Instagram, TikTok, Pinterest, and LinkedIn accounts.

As laws and regulations evolve to govern the use of these platforms and devices, the failure by us, our employees, or third parties acting at our direction to abide by applicable laws and regulations in the use of these platforms and devices could adversely impact our business, financial condition, profitability, and cash flows.

Furthermore, our ability to manage our retail expansion requires us to continue to train, motivate, and manage our associates.

We also need to attract, motivate, and retain additional qualified executive, managerial, and merchandising personnel and store and distribution center associates.

premium salon services.

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

A reduction in traffic to, or the closing of, the other destination retailers in the shopping areas where our stores are located could significantly reduce our sales and leave us with excess inventory, which could have a material adverse effect on our business, financial condition, profitability, and cash flows.

As a result of our real estate strategy, most of our stores are located in off-mall shopping areas known as power centers.

Power centers typically contain three to five big-box anchor stores along with a variety of smaller specialty tenants.

As a consequence of most of our stores being located in such shopping areas, our sales are derived, in part, from the volume of traffic generated by the other destination retailers and the anchor stores in power centers where our stores are located.

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

Such a reduction in customer traffic would reduce our sales and leave us with excess inventory, which could have a material adverse effect on our business, financial condition, profitability, and cash flows.

We may respond by increasing markdowns, initiating marketing promotions, or transferring product to other stores to reduce excess inventory, which would further decrease our gross profits and net income.

temporary closing of our distribution, fast fulfillment, and market fulfillment centers, the temporary lack of an adequate work force, the temporary or long-term disruption in the supply of products (or a substantial increase in the cost of those products) from domestic or foreign suppliers, the temporary disruption in the delivery of goods both to and from our distribution, fast fulfillment, and market fulfillment centers (or a substantial increase in the cost of those deliveries), the temporary reduction in the availability of products in our stores and/or the temporary reduction in visits to stores by customers.

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

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

the sale of our Ulta Beauty branded products.

| | ● | Our large workforce makes us vulnerable to changes in labor and employment laws. In addition, changes in federal and state minimum wage laws and other laws relating to employee benefits could cause us to incur additional wage and benefits costs, which could hurt our profitability and affect our growth strategy. |

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

[removed: We] [added: 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 [removed: the] competitive advantages that have contributed to our financial performance.

Today, [removed: we are] [added: 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 [removed: care] [added: care, bath and body] products, hair [removed: care products,] [added: care, salon styling tools,] wellness products, and salon services.

Key [removed: aspects] [added: points] of [removed: our business] [added: strategic differentiation] include: a differentiated assortment of [removed: approximately 29,000 beauty products] [added: established and emerging brands] across a variety of categories and price [removed: points as well as a variety of beauty services, including salon services, in more than 1,400 stores predominantly located in convenient, high-traffic locations; engaging digital] [added: points; our convenient omnichannel footprint, offering products through our stores, delivering immersive and personalized] experiences [removed: delivered] through our [removed: website, Ulta.com,] [added: digital platforms,] and [added: providing the Ulta Beauty experience internationally through] our [removed: mobile applications;] [added: partnerships;] our best-in-class loyalty program that enables members to earn points for [removed: every dollar spent on] products and beauty services and provides us with [removed: deep, proprietary customer insights;] [added: a deep understanding of our customers] and [added: their preferences; and] our ability to cultivate human connection with warm and welcoming guest experiences across all of our channels.

[removed: We operate] [added: Ulta U.S. operates] in [removed: an attractive] [added: the large] and growing U.S. beauty products and salon services industry, and [added: 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.

A variety of factors affect our comparable sales, including general [removed: U.S.] economic conditions, changes in merchandise strategy or mix, and timing and effectiveness of our marketing activities, among others.

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

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

The overall [added: U.S.] beauty market expanded in [removed: 2023] [added: 2024] and [removed: 2024,] [added: 2025,] supported by [removed: on-going] [added: ongoing] consumer engagement with [added: 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 [added: in the U.S. beauty category] over the long term.

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

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

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

Accordingly, we recognize revenue for our single performance obligation related to online sales at the time control of the merchandise passes to the [removed: customer,] [added: guest,] which is at the time of shipment or guest pickup.

State sales taxes are presented on a net basis as we consider [removed: our self] [added: ourselves] a pass-through conduit for collecting and remitting state sales tax.

Other revenue includes [removed: the] private label and co-branded credit card programs, [removed: royalties derived from the partnership with Target Corporation, and] deferred revenue related to the loyalty program and gift card [removed: breakage.][added: breakage, and royalties.]

Comparable sales reflect sales for stores [added: and e-commerce platforms] beginning on the first day of the 14th month of operation.

Interest income represents interest from cash equivalents, which [removed: include] [added: 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 [removed: facility, which is structured as an asset-based lending instrument.][added: facilities.]

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

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

Our fiscal years are the 52- or 53-week periods ending on the Saturday closest to January [removed: 31.][added: 31 each year.]

The Company’s fiscal years ended [added: January 31, 2026 (fiscal 2025),] February 1, 2025 (fiscal 2024), [added: and] February 3, 2024 (fiscal [removed: 2023), and January 28, 2023 (fiscal 2022)] [added: 2023)] were [removed: 52, 53,] [added: 52-, 52-,] and [removed: 52 week] [added: 53-week] years, respectively.

| ​ | ​ | [removed: February 1,] [added: January 31,] | | ​ | February [removed: 3,] [added: 1,] | | ​ | [removed: January 28,] [added: February 3,] | |

| (Dollars in thousands) | ​ | [removed: 2025] [added: 2026] | | [added: ​ ​ ​] | [removed: 2024] [added: 2025] | | [added: ​ ​ ​] | [removed: 2023] [added: 2024] | |

| Net sales | ​ | $ | [removed: 11,295,654] [added: 12,392,820] | ​ | $ | [removed: 11,207,303] [added: 11,295,654] | ​ | $ | [removed: 10,208,580] [added: 11,207,303] |

| Cost of sales | ​ | ​ | [removed: 6,908,401] [added: 7,547,596] | ​ | ​ | [removed: 6,826,203] [added: 6,908,401] | ​ | ​ | [removed: 6,164,070] [added: 6,826,203] |

| Gross profit | ​ | ​ | [removed: 4,387,253] [added: 4,845,224] | ​ | ​ | [removed: 4,381,100] [added: 4,387,253] | ​ | ​ | [removed: 4,044,510] [added: 4,381,100] |

| Selling, general and administrative expenses | ​ | ​ | [removed: 2,808,592] [added: 3,296,411] | ​ | ​ | [removed: 2,694,561] [added: 2,808,592] | ​ | ​ | [removed: 2,395,299] [added: 2,694,561] |

| Pre-opening expenses | ​ | ​ | [removed: 13,689] [added: 15,821] | ​ | ​ | [removed: 8,510] [added: 13,689] | ​ | ​ | [removed: 10,601] [added: 8,510] |

| Operating income | ​ | ​ | [removed: 1,564,972] [added: 1,532,992] | ​ | ​ | [removed: 1,678,029] [added: 1,564,972] | ​ | ​ | [removed: 1,638,610] [added: 1,678,029] |

| Interest [removed: income,] [added: expense (income),] net | ​ | ​ | [removed: (15,094)] [added: 1,787] | ​ | ​ | [removed: (17,622)] [added: (15,094)] | ​ | ​ | [removed: (4,934)] [added: (17,622)] |

| Income before income taxes [added: and equity net loss of affiliate] | ​ | ​ | [removed: 1,580,066] [added: 1,531,205] | ​ | ​ | [removed: 1,695,651] [added: 1,580,066] | ​ | ​ | [removed: 1,643,544] [added: 1,695,651] |

| Income tax expense | ​ | ​ | [removed: 378,948] [added: 373,869] | ​ | ​ | [removed: 404,646] [added: 378,948] | ​ | ​ | [removed: 401,136] [added: 404,646] |

| Net income | ​ | $ | [removed: 1,201,118] [added: 1,153,479] | ​ | $ | [removed: 1,291,005] [added: 1,201,118] | ​ | $ | [removed: 1,242,408] [added: 1,291,005] |

| Number of stores end of period [added: (1)] | ​ | ​ | [removed: 1,445] [added: 1,591] | ​ | ​ | [removed: 1,385] [added: 1,445] | ​ | ​ | [removed: 1,355] [added: 1,385] |

| Comparable sales | ​ | ​ | [removed: 0.7%] [added: 5.4%] | ​ | ​ | [removed: 5.7%] [added: 0.7%] | ​ | ​ | [removed: 15.6%] [added: 5.7%] |

| (Percentage of net sales) | ​ | [removed: 2025] [added: 2026] | | [added: ​ ​ ​] | [removed: 2024] [added: 2025] | | [added: ​ ​ ​] | [removed: 2023] [added: 2024] | |

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

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

| Selling, general and administrative expenses | ​ | ​ | [removed: 24.9%] [added: 26.6%] | ​ | ​ | [removed: 24.0%] [added: 24.9%] | ​ | ​ | [removed: 23.5%] [added: 24.0%] |

*​*

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.

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.

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

| Income before equity net loss of affiliate | ​ | ​ | 1,157,336 | ​ | ​ | 1,201,118 | ​ | ​ | 1,291,005 |

| Equity net loss of affiliate | ​ | ​ | 3,857 | ​ | ​ | — | ​ | ​ | — |

| | (1) | Includes 1,505 Ulta Beauty stores located in the U.S. and 86 Space NK stores located in the U.K. and Ireland as of January 31, 2026. |

| Income before equity net loss of affiliate | ​ | ​ | 9.3% | ​ | ​ | 10.6% | ​ | ​ | 11.5% |

| Equity net loss of affiliate | ​ | ​ | 0.0% | ​ | ​ | 0.0% | ​ | ​ | 0.0% |

​

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 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%.

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.

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.

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.

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.

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%.

Equity net loss of affiliate

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

Net income decreased $47.6 million to $1.15 billion in fiscal 2025 compared to $1.20 billion in fiscal 2024.

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.

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.

| Operating lease obligations (1) | ​ | $ | 2,634,677 | ​ | $ | 400,875 | ​ | $ | 806,417 | ​ | $ | 590,053 | ​ | $ | 837,332 |

| Purchase obligations | ​ | ​ | 12,000 | ​ | ​ | 12,000 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — |

| Total (2) | ​ | $ | 2,646,677 | ​ | $ | 412,875 | ​ | $ | 806,417 | ​ | $ | 590,053 | ​ | $ | 837,332 |

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.

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.

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

We expect capital expenditures will not be greater than $450 million in fiscal 2026 and will

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.

| ​ | ​ | January 31, | | ​ | February 1, | | ​ | February 3, | |

Credit facilities

The Loan Agreement matures on March 13, 2029, provides maximum revolving loans equal to the lesser

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.

The continued growth of our business and any future increases in net sales, net income, and cash flows is dependent on our ability to execute our strategic priorities across four foundational focus areas: 1) Assortment: curating the best of all things beauty and wellness for all beauty enthusiasts; 2) Experience: fostering authentic, empowering human connections that inspire, delight and engage guests at every touchpoint; 3) Loyalty: building lifelong loyalty and brand love through member growth and personalization; and 4) Access: engaging our guests wherever they want to shop by expanding our reach through seamless and immersive omnichannel experiences.

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

As of February 1, 2025, we operated 1,445 stores across 50 states.

The decrease in gross profit margin was primarily due to:

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

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

| | ● | 10 basis points of deleverage due to higher supply chain costs; partially offset by |

| | ● | 20 basis points of leverage in inventory shrink; and |

| | ● | 20 basis points of leverage due to favorable channel mix. |

The deleverage of SG&A expenses was primarily due to:

| | ● | 60 basis points of deleverage of store payroll and benefits due to wage investments; |

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

| | ● | 20 basis points of leverage due to lower incentive compensation. |

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

Net sales for the 53rd week of fiscal

2023 were approximately $181.9 million.

The total comparable sales increase of 5.7% in fiscal 2023, compared to an increase of 15.6% in fiscal 2022, was driven by a 7.4% increase in transactions and a 1.5% decrease in average ticket.

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

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

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

| | ● | 20 basis points of leverage of store fixed costs attributed to the impact of higher sales. |

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

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

| | ● | 20 basis points of deleverage of store payroll and benefits due to wage investments; |

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

| | ● | 10 basis points of deleverage due to higher marketing expenses; partially offset by |

| | ● | 50 basis points of leverage due to lower incentive compensation. |

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

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

Income tax expense of $404.6 million in fiscal 2023 represents an effective tax rate of 23.9%, compared to fiscal 2022 income tax expense of $401.1 million and an effective tax rate of 24.4%.

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

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

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

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

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

The increase in total inventory is primarily due to the following:

| | ● | $131 million increase due to new key brand launches and inventory investments; and |

| | ● | $95 million increase due to the addition of 60 net new stores opened since February 3, 2024. |

The decrease in net income was primarily due to an increase in SG&A expenses and pre-opening expenses, partially offset by a decrease in income taxes and an increase in gross profit.

The increase in net cash used in investing activities in fiscal 2023 relative to fiscal 2022 was primarily due to more capital expenditures for new, remodeled, and relocated stores and information technology systems compared to fiscal 2022.

Our market risk exposure is primarily the result of fluctuations in interest [added: rates and foreign currency exchange] rates.

We continually monitor [removed: this risk] [added: these risks] and may develop strategies to manage [removed: it.][added: them.]

We are exposed to interest rate risks primarily through borrowings under our credit [removed: facility.][added: facilities.]

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

As of January 31, 2026, there was $62.3 million outstanding under our credit facilities.

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.

Ulta [removed: Beauty is] [added: Beauty, Inc. (“we,” “us,” “our,” “Ulta Beauty,” or] the [removed: largest] [added: “Company”) is an international] specialty beauty retailer [removed: in the United States] and [removed: the] [added: a] premier beauty destination for cosmetics, fragrance, skin care products, [added: wellness products,] hair care products, and salon services.

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

[removed: We offer a] [added: The Company’s] wide selection of beauty and wellness categories, from [removed: mass] [added: entry-level] to [removed: prestige] [added: luxury] price points, [added: spans] across cosmetics, fragrance, [removed: haircare,] skincare, bath and body products, [removed: professional hair products, and] [added: haircare,] salon styling [removed: tools.][added: tools, and wellness products.]

With a bright and open store environment, [removed: we make] [added: the Company makes] it easy for guests to discover new products and [removed: services.][added: services in-person.]

[removed: Our] [added: The] store design, fixtures, and open layout provide the flexibility to respond to consumer trends and changes in our merchandising strategy.

[removed: Leading Digital Experiences.] Through [removed: our website, Ulta.com,] [added: the Company’s websites] and [removed: our] mobile applications, [removed: we offer] guests [added: are offered] convenient, immersive, and personalized digital experiences.

[removed: Our] [added: 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.

With more than [added: 46 million members as of the end of fiscal 2025 and approximately] 95% of total sales coming from [removed: members, we are] [added: members in fiscal 2025, Ulta U.S. is] uniquely positioned with a deep understanding of [removed: our customers] [added: its guests] and their preferences, enabling [removed: us] [added: it] to personalize experiences, recommendations, and promotions through [removed: our] [added: its] Customer Relationship Management [removed: (CRM)] [added: (“CRM”)] platform and support [removed: our] [added: its] brand partners’ growth.

Great Guest Experiences. [removed: We cultivate] [added: The Company cultivates] human connection with warm and welcoming guest experiences across all of our channels.

Our knowledgeable and approachable store associates, [removed: our] differentiated service offerings, and [removed: our] efforts to create relevant, compelling digital content are competitive advantages and enable us to build strong engagement with guests.

[removed: We were] [added: The Company was] founded in [added: Illinois in] 1990 as a beauty retailer at a time when prestige, mass, and salon products were sold through distinct channels [removed: —] [added: –] department stores for prestige products; drug stores and mass merchandisers for mass products; and salons and authorized retail outlets for professional hair care products.

[removed: We] [added: 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.

[removed: We define our target consumer as a beauty enthusiast,] [added: “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 [removed: the] [added: their] shopping experience.

[removed: We estimate] [added: Based on the Company’s consumer insights research, management estimates] there are approximately 140 million beauty enthusiasts in the U.S.

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

[removed: We target] [added: The Company focuses on] beauty enthusiasts across multiple demographics and shopping behaviors.

Beauty enthusiasts have a deep emotional connection with [removed: beauty, and] [added: beauty and,] historically, this connection has not diminished in softer economic environments.

[removed: Our] [added: Despite a dynamic operating environment,] proprietary consumer research confirms engagement with the beauty category remains [removed: strong.][added: healthy.]

[removed: Strong] [added: 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 [removed: is evolving] and guest expectations [removed: are rising,] [added: continue to evolve,] which will require continued innovation and investment to [added: maintain and] further [removed: our] [added: the Company’s] leadership position.

[removed: We operate] [added: Ulta U.S. operates] within the large and growing U.S. beauty products and salon services industry.

[removed: Within] [added: In 2025,] this [removed: market, we compete] [added: 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.

[removed: Our] [added: 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.

[removed: Our] [added: Its] competitors for salon services and products include chain and independent salons.

[removed: Our] [added: Ulta U.S.’s] member data and customer research suggests [removed: our] [added: its] guests prefer to transact in physical stores, where they can discover and interact with products and other beauty enthusiasts.

In [removed: our] [added: the] fiscal year ended [removed: February 1, 2025 (fiscal 2024), 75%] [added: January 31, 2026 (“fiscal 2025”), 73%] of [removed: our] [added: Ulta U.S.’s] loyalty members transacted [removed: with us] solely [removed: in one of our] [added: within] stores.

[removed: Our] [added: Ulta U.S. operates more than 1,500] retail stores [removed: are predominantly] [added: in the U.S.,] located [added: predominantly] in convenient, high-traffic locations such as power strip centers.

[removed: Our] [added: The] typical store [added: in the U.S.] is approximately 10,000 square feet, including approximately 950 square feet dedicated to [removed: our] [added: a] full-service salon.

[removed: We also have] [added: In addition, Ulta U.S. has] a smaller footprint store prototype ranging between approximately 5,000 and 7,500 square [removed: feet] [added: feet,] which provides increased flexibility to enter smaller markets or shopping centers.

[removed: We believe that] [added: The Company believes that,] over the long term, [removed: we have] [added: it has] the potential to grow [removed: our] [added: its] store footprint to more than 1,800 freestanding Ulta [removed: Beauty stores in the United States.][added: U.S. stores.]

[removed: We leverage] [added: Ulta U.S. leverages] a variety of insights to identify the best new store locations and optimize [removed: our] [added: its] current store locations, including beauty market share information and insights from [removed: our] [added: its] loyalty members.

The average investment required to open a new Ulta [removed: Beauty] [added: U.S.] store is approximately [removed: $2.1] [added: $2.4] million, which includes capital investments, net of landlord contributions, pre-opening expenses, and initial inventory, net of payables.

[removed: Our] [added: 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.

In addition to [added: its] store expansion, [removed: we continue] [added: Ulta U.S. continues] to [removed: expand our] [added: enhance its] digital capabilities as more [removed: of our] guests choose to engage [removed: with us] across physical and digital platforms.

In fiscal [removed: 2024, 18%] [added: 2025, 19%] of [removed: our] loyalty members shopped both in Ulta [removed: Beauty] [added: U.S.] stores and through [removed: our] [added: its] digital platforms.

[removed: Our omnichannel] [added: Omnichannel] guests are extremely valuable, historically spending [removed: nearly] [added: over] three times as much as [removed: retail-only] [added: store-only] guests.

[removed: We continue] [added: As part of its digital store transformation, Ulta U.S. continues] to develop and add [removed: new] website and mobile features and functionality, marketing programs, new products and brands, and omnichannel integration points.

[removed: We continue] [added: Ulta U.S. continues] to grow [removed: our] [added: its] digital business by providing [removed: our] [added: its] guests with a unique, [removed: rich] [added: rich,] online experience, [removed: with] personalized recommendations, expanded assortments, engaging experiences, including virtual try-on and analysis capabilities, and social media content.

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

In addition to ship to home order fulfillment, [removed: we offer] [added: Ulta U.S. offers] guests “Buy Online, Pick-up in Store,” “Curbside Pickup,” and “Store 2 Door,” which provides the ability for [removed: customers] [added: guests] to order in-store and have products delivered to their homes.

The Company’s target consumer is defined as a

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.

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.

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

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.

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.

​

The Company’s strategy

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:

| | ● | Drive Core Business Growth through operational excellence and an elevated go-to-market approach. |

| | ● | Scale New, Accretive Businesses by capitalizing on key growth opportunities to ensure relevancy in a rapidly changing world. |

| | ● | Align Its Foundation for Future Success by optimizing the Company’s ways of working, streamlining its cost structure. and cultivating an engaging, associate-centered culture. |

Drive Core Business Growth

​

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.

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.

​

The Company’s real estate objective is to make Ulta U.S. accessible and convenient to more consumers across a variety of markets.

Digital Acceleration​

Brand Building and Merchandising Innovation​

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.

In addition to its partners’ brands, Ulta U.S. offers both private-label and third-party brands that are sold exclusively at Ulta Beauty.

Enhanced Marketing Efforts and Personalization

​

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.

​

Scale New, Accretive Businesses

​

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”).

Wellness

​

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.

Overview

Key aspects of our business include:

Store Footprint. We operate more than 1,400 stores predominantly located in convenient, high-traffic locations.

We also offer beauty services in nearly every store, including a full-service hair salon and a BenefitTM Brow Bar.

In addition to our free-standing locations, through our partnership with Target Corporation we have more than 600 Ulta Beauty at Target shop-in-shops which provide guests with a highly-curated, prestige beauty assortment in a unique and elevated presentation in 1,000 square feet of dedicated space within certain Target locations.

In addition to e-commerce platforms, we offer guests a variety of unique digital experiences, including virtual try-on and skin analysis tools, which leverage augmented reality capabilities and artificial intelligence tools to provide guests with personalized experiences.

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

In addition to unique membership benefits, members can redeem points for discounts on any product or service at Ulta Beauty.

Our strategy

Reflecting our understanding about how the consumer and beauty category are evolving, in 2024 we refreshed our strategic framework.

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

Assortment: Curating the best of all things beauty and wellness for all beauty enthusiasts. Beauty enthusiasts enjoy the experience of discovering and trying new products and consider beauty very much part of their self-care and wellness journey.

Reflecting these insights, our objective is to engage and continuously delight beauty enthusiasts with a curated, differentiated beauty and wellness assortment.

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

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

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

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

Loyalty: Building lifelong loyalty and brand love through member growth and personalization. To understand longer-term shifts in consumer values, perceptions, and behaviors, as well as of-the-moment insights, we have developed a robust consumer research capability.

In addition, with more than 95% of total sales coming from our 44.6 million active Ulta Beauty Rewards loyalty program members, we have unique insights about customer preferences and behavior.

Based on our proprietary insights, we know beauty enthusiasts have an emotional, personal, and deep connection with beauty.

Social media contributes to this connection, and we expect the influence and reach of beauty will continue to grow as engagement with social platforms increases.

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

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

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

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

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

Culture and Talent: Underpinning our strategy with exceptional people, culture, and execution. We have developed and nurtured a guest and associate-centric, values-based, and high-performance culture.

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

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

To support our growth and enhance the guest experience, we will continue to attract, develop and retain talent at all levels and in all functional areas, and we will continue to work to create an environment that positions our associates to fully contribute and have opportunities for growth.

We have achieved our success through strong operational execution.

Our market

In 2024, this market represented approximately $186 billion in sales, according to forecasted Euromonitor International and IBIS World Inc. In 2024, the beauty products industry totaled approximately $118 billion and included cosmetics, haircare, fragrance, bath and body, skincare, salon styling tools, and other toiletries.

We estimate that Ulta Beauty had only a 9% share of the $118 billion beauty product industry.

In 2024, the salon services industry totaled approximately $68 billion and included hair, skin, and nail services.

We estimate that Ulta Beauty had less than 1% share of this industry.

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

In addition, we offer skin services in approximately 150 locations.

Our retail channels

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

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

For the fiscal year ended [removed: February 1, 2025][added: January 31, 2026]

| Title of each class | Trading [removed: symbol] [added: Symbol(s)] | Name of each exchange on which registered |

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the [removed: Exchange] Act).

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 [removed: 2, 2024,] [added: 1, 2025,] as reported on the NASDAQ Global Select Market, was approximately [removed: $12,737,625,000.][added: $16,866,064,000.]

The number of shares of the registrant’s common stock, par value $0.01 per share, outstanding as of March [removed: 25, 2025] [added: 23, 2026] was [removed: 45,309,488] [added: 43,736,630] shares.

Information required in response to Part III of Form 10-K is hereby incorporated by reference from portions of the registrant’s Proxy Statement for the [removed: 2025] [added: 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 [removed: February 1, 2025.][added: January 31, 2026.]

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

| [Part I](#PartI_472203) | [added: ​ ​ ​] | ​ | ​ | ​ |

| [Item 1.](#Item1Business_571097) | ​ | [Business](#Item1Business_571097) | ​ | [removed: 4] [added: 3] |

| [Item [removed: 1A.](#Item1ARiskFactors_628368)] [added: 1A.](#RISK)] | ​ | [Risk [removed: Factors](#Item1ARiskFactors_628368)] [added: Factors](#RISK)] | ​ | [removed: 15] [added: 13] |

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

| [Item 1C.](#Item1CCybersecurity) | ​ | [Cybersecurity](#Item1CCybersecurity) | ​ | [removed: 26] [added: 28] |

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

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

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

| [Item 5.](#Item5MarketforRegistrantsCommonEquityRel) | ​ | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#Item5MarketforRegistrantsCommonEquityRel) | ​ | [removed: 30] [added: 32] |

| [Item 6.](#Item6_835160) | ​ | [\[Reserved\]](#Item6_Reserved) | ​ | [removed: 33] [added: 34] |

| [Item 7.](#Item7_651497) | ​ | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item7_651497) | ​ | [removed: 33] [added: 35] |

| [Item 7A.](#Item7AQuantitativeandQualitativeDisclosu) | ​ | [Quantitative and Qualitative Disclosures [removed: about] [added: About] Market Risk](#Item7AQuantitativeandQualitativeDisclosu) | ​ | [removed: 45] [added: 47] |

| [Item 8.](#Item8FinancialStatementsandSupplementary) | ​ | [Financial Statements and Supplementary Data](#Item8FinancialStatementsandSupplementary) | ​ | [removed: 46] [added: 48] |

| [Item 9.](#Item9ChangesinandDisagreementswithAccoun) | ​ | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#Item9ChangesinandDisagreementswithAccoun) | ​ | [removed: 76] [added: 84] |

| [Item 9A.](#Item9AControlsandProcedures_91034) | ​ | [Controls and Procedures](#Item9AControlsandProcedures_91034) | ​ | [removed: 76] [added: 84] |

| [Item 9B.](#Item9BOtherInformation_494278) | ​ | [Other Information](#Item9BOtherInformation_494278) | ​ | [removed: 76] [added: 85] |

| [Item 9C.](#_Item_9C._) | ​ | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#_Item_9C._) | ​ | [removed: 77] [added: 86] |

| [Part [removed: III](#PartIII_47569)] [added: III](#PartIII_668728)] | ​ | ​ | ​ | ​ |

| [Item 10.](#Item10DirectorsExecutiveOfficersandCorpo) | ​ | [Directors, Executive Officers and Corporate Governance](#Item10DirectorsExecutiveOfficersandCorpo) | ​ | [removed: 77] [added: 86] |

| [Item 11.](#Item11ExecutiveCompensation_650349) | ​ | [Executive Compensation](#Item11ExecutiveCompensation_650349) | ​ | [removed: 77] [added: 86] |

| [Item 12.](#Item12SecurityOwnershipofCertainBenefici) | ​ | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12SecurityOwnershipofCertainBenefici) | ​ | [removed: 77] [added: 87] |

| [Item 13.](#Item13CertainRelationshipsandRelatedTran) | ​ | [Certain Relationships and Related Transactions, and Director Independence](#Item13CertainRelationshipsandRelatedTran) | ​ | [removed: 77] [added: 87] |

| [Item 14.](#Item14PrincipalAccountantFeesandServices) | ​ | [Principal Accountant Fees and Services](#Item14PrincipalAccountantFeesandServices) | ​ | [removed: 77] [added: 87] |

| [Item 15.](#Item15ExhibitsandFinancialStatementSched) | ​ | [Exhibits and Financial Statement Schedules](#Item15ExhibitsandFinancialStatementSched) | ​ | [removed: 78] [added: 88] |

| [Item 16.](#Item16_10KSummary) | ​ | [Form 10-K Summary](#Item16_10KSummary) | ​ | [removed: 81] [added: 91] |

| [Signatures](#Signatures) | | | ​ | [removed: 82] [added: 92] |

You can identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “plans,” “estimates,” “targets,” [removed: “strategies”] [added: “strategies,”] or other comparable words.

Any forward-looking statements contained in this [added: Annual Report on] Form 10-K are based upon our historical performance and on current plans, estimates, and expectations.

Such forward-looking statements are subject to various [removed: risks and] [added: risks,] uncertainties, [removed: which include, without limitation:][added: assumptions, and changes in circumstances that are difficult to predict or quantify.]

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 [removed: events] [added: events,] or otherwise.

| ​ | ​ | [Information About our Executive Officers](#Item4A) | ​ | 31 |

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.

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.

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

| [Item 4A.](#Item4A) | ​ | [Executive Officers](#Item4A) | ​ | 29 |

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

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

| | ● | our ability to sustain our growth plans and successfully implement our long-range strategic and financial plan; |

| | ● | the ability to execute our operational excellence priorities, including continuous improvement and supply chain optimization; |

| | ● | our ability to gauge beauty trends and react to changing consumer preferences in a timely manner; |

| | ● | the possibility that we may be unable to compete effectively in our highly competitive markets; |

| | ● | the possibility of significant interruptions in the operations of our distribution centers, fast fulfillment center, and market fulfillment centers; |

| | ● | the possibility that cybersecurity or information security breaches and other disruptions could compromise our information or result in the unauthorized disclosure of confidential information; |

| | ● | the possibility of material disruptions to our information systems, including our Ulta.com website and mobile applications; |

| | ● | the failure to maintain satisfactory compliance with applicable privacy and data protection laws and regulations; |

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

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

| | ● | changes in the wholesale cost of our products and/or interruptions at our brand partners’ or third-party vendors’ operations; |

| | ● | epidemics, pandemics or natural disasters, which could negatively impact sales; |

| | ● | the possibility that new store openings and existing locations may be impacted by developer or co-tenant issues; |

| | ● | our ability to attract and retain key executive personnel; |

| | ● | the impact of climate change on our business operations and/or supply chain; |

| | ● | our ability to successfully execute our common stock repurchase program or implement future common stock repurchase programs; |

| | ● | a decline in operating results which could lead to asset impairment and store closure charges; and |

| | ● | other risk factors detailed in our public filings with the Securities and Exchange Commission (the SEC), including risk factors contained in Item 1A, “Risk Factors” of this Annual Report on Form 10-K for the year ended February 1, 2025, as such may be amended or supplemented in our subsequently filed Quarterly Reports on Form 10-Q. |

[removed: Management] [added: While management] is responsible for the Company’s day-to-day risk management activities and processes, [removed: and our Board’s role] [added: the Board] is [removed: to engage in] [added: ultimately responsible for providing] informed oversight [removed: of, and provide guidance with respect to, such risk management activities and processes.][added: of all risks relevant to the Company’s operations, including cybersecurity risk.]

The Company’s cybersecurity [removed: policies, standards, and practices are fully integrated into the Company’s ERM] program [removed: and are] [added: is] based on recognized frameworks established by the National Institute of Standards and [removed: Technology,] [added: Technology (“NIST”),] the International Organization for [removed: Standardization] [added: Standardization,] and other applicable industry [removed: standards.][added: standards and applies, as appropriate, to the Company’s internal and external information systems, applications, networks, and operations.]

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

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

The [removed: Security Operations Center] [added: 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 [removed: functionality] [added: functionality,] and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence.

[added: Incident Response Plan.] The Company has established and maintains a comprehensive incident response plan that addresses the Company’s response to a cybersecurity incident.

As part of the Company’s [added: 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, [removed: data] [added: data,] and systems.

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

[removed: Cybersecurity] [added: 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 [removed: or are not reasonably likely to materially affect the Company,] [added: us,] including [removed: its] [added: our] business strategy, results of [removed: operations] [added: operations,] or financial [removed: condition.][added: 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.]

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

The Company’s Chief Technology and Transformation Officer [removed: (CTTO) and President] [added: (“CTTO”)] and [added: his cybersecurity leadership team, together with the] Chief [removed: Executive] [added: Legal] Officer [removed: keep the Board informed on] [added: (“CLO”), provide regular updates regarding] cybersecurity and privacy [removed: matters] [added: topics to the Board and the Audit Committee] throughout the year, [removed: which address] [added: addressing] a wide range of [removed: topics] [added: topics,] including recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends, [added: board education,] and information security considerations arising with respect to the Company’s peers and third parties.

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

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

[removed: The] [added: Our] Vice [removed: President] [added: President, Information Security reports to the Senior Vice President,] IT [removed: Risk Management] [added: Infrastructure and Security, and] leads [removed: our information risk management organization responsible for overseeing] the Company’s information security program.

[removed: She] [added: He] has over [removed: 25] [added: 20] years of [removed: industry] [added: cybersecurity] experience, including serving in similar roles leading and overseeing cybersecurity programs at other public companies.

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.

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.

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).

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.

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.

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.

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.

The Company has adopted a cross-functional and multi-management level approach to assessing and managing risks arising from cybersecurity threats.

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.

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 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 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

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.

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

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

We manage data security and privacy at the highest levels.

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

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

​

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

Incident Response Plan.

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

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

These efforts include a

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

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

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

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

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

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

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

As of [removed: February 1, 2025,] [added: January 31, 2026,] we operated [removed: 1,445] [added: 1,591] retail [removed: stores across 50 states,] [added: stores,] as shown in the table below:

| Location | [removed: | stores | | Location |] [added: ​] | [removed: stores] [added: Number of stores] |

Distribution centers, fast fulfillment [removed: centers,] [added: center,] and market fulfillment centers

Our standard distribution [removed: center,] [added: center (“DC”),] fast fulfillment [removed: center,] [added: center (“FFC”),] and market fulfilment center [added: (“MFC”)] lease provides for a fixed minimum annual rent and generally has a [removed: 10] [added: 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 [removed: distribution center (DC), fast fulfillment center (FFC)] [added: DC, FFC,] and [removed: market fulfillment center (MFC)] [added: MFC] at [removed: February 1, 2025,] [added: January 31, 2026,] are set forth below:

| Location | [added: ​ ​ ​] | Type | [added: ​ ​ ​] | Square Feet | [added: ​ ​ ​] | Date |

| Dallas, Texas | ​ | DC | ​ | 670,680 | ​ | July 31, [removed: 2026] [added: 2031] |

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.

| ​ | ​ | ​ |

| United States | ​ | 1,505 |

| International (Company-operated) | ​ | 86 |

| Total | ​ | 1,591 |

| Perivale, U.K. (Space NK) | ​ | DC | ​ | 69,310 | ​ | October 13, 2031 |

​

​

Corporate offices

We also operate a corporate office in London, U.K., which is approximately 8,000 square feet with a lease expiration in 2027.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| ​ | ​ | Number of | ​ | ​ | ​ | Number of |

| Alabama | ​ | 27 | ​ | Montana | ​ | 6 |

| Alaska | ​ | 3 | ​ | Nebraska | ​ | 5 |

| Arizona | ​ | 38 | ​ | Nevada | ​ | 16 |

| Arkansas | ​ | 11 | ​ | New Hampshire | ​ | 8 |

| California | ​ | 174 | ​ | New Jersey | ​ | 46 |

| Colorado | ​ | 27 | ​ | New Mexico | ​ | 7 |

| Connecticut | ​ | 21 | ​ | New York | ​ | 58 |

| Delaware | ​ | 4 | ​ | North Carolina | ​ | 48 |

| Florida | ​ | 102 | ​ | North Dakota | ​ | 4 |

| Georgia | ​ | 44 | ​ | Ohio | ​ | 48 |

| Hawaii | ​ | 4 | ​ | Oklahoma | ​ | 23 |

| Idaho | ​ | 10 | ​ | Oregon | ​ | 21 |

| Illinois | ​ | 56 | ​ | Pennsylvania | ​ | 47 |

| Indiana | ​ | 26 | ​ | Rhode Island | ​ | 5 |

| Iowa | ​ | 12 | ​ | South Carolina | ​ | 27 |

| Kansas | ​ | 14 | ​ | South Dakota | ​ | 3 |

| Kentucky | ​ | 16 | ​ | Tennessee | ​ | 34 |

| Louisiana | ​ | 19 | ​ | Texas | ​ | 138 |

| Maine | ​ | 3 | ​ | Utah | ​ | 17 |

| Maryland | ​ | 29 | ​ | Vermont | ​ | 1 |

| Massachusetts | ​ | 27 | ​ | Virginia | ​ | 36 |

| Michigan | ​ | 50 | ​ | Washington | ​ | 37 |

| Minnesota | ​ | 21 | ​ | West Virginia | ​ | 7 |

| Mississippi | ​ | 12 | ​ | Wisconsin | ​ | 22 |

| Missouri | ​ | 26 | ​ | Wyoming | ​ | 5 |

| ​ | ​ | ​ | ​ | Total | ​ | 1,445 |

| Romeoville, Illinois (1) | ​ | FFC | ​ | 291,335 | ​ | May 31, 2026 |

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

Corporate office

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.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| Name | ​ ​ ​ | Age | ​ ​ ​ | Current Position (effective date) | ​ | Prior Business Experience (effective date) |

| Kecia L. Steelman | ​ | 55 | ​ | President and Chief Executive Officer and member of the Board of Directors (January 2025) | ​ | • President and Chief Operating Officer (September 2023) • Chief Operating Officer (June 2021) • Chief Store Operations Officer (September 2015) |

| Christopher J. DelOrefice | ​ | 54 | ​ | Chief Financial Officer (December 2025) | ​ | • Executive Vice President and Chief Financial Officer of Becton Dickinson & Company (September 2021) • Vice President, Investor Relations of Johnson & Johnson (August 2018) |

| Rene G. Cásares | ​ | 50 | ​ | Chief Legal Officer (April 2025) | ​ | • Executive Vice President, Chief Legal Officer, and Corporate Secretary of Academy Sports + Outdoors (December 2024) • Senior Vice President, General Counsel, and Corporate Secretary of Academy Sports + Outdoors (March 2018) |

| Anita J. Ryan | ​ | 61 | ​ | Chief Human Resources Officer (April 2022) | ​ | • Senior Vice President of Human Resources (2018) |

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

Part II

The last reported sale price of our common stock on the NASDAQ Global Select Market on March [removed: 25, 2025] [added: 23, 2026] was [removed: $370.75] [added: $524.15] per share.

As of March [removed: 25, 2025,] [added: 23, 2026,] we had 25 holders of record of our common stock.

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

The following table sets forth repurchases of our common stock during the fourth quarter of [removed: 2024:][added: 2025:]

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

| (1) | There were [removed: 620,053] [added: 341,427] shares repurchased as part of our publicly announced share repurchase program during the 13 weeks ended [removed: February 1, 2025] [added: January 31, 2026] and there were [removed: 470] [added: 280] shares transferred from employees in satisfaction of minimum statutory tax withholding obligations upon the vesting of restricted stock during the period. |

| (2) | We may repurchase up to $3.0 billion of the Company’s common stock under [removed: the share repurchase program the Board of Directors authorized in] October [removed: 2024,] [added: 2024 Share Repurchase Program,] which [added: was announced on October 16, 2024 and] revoked the previously authorized but unused amounts under the [added: prior] share repurchase [removed: program the Board of Directors authorized in March 2024.] [added: program.] As of [removed: February 1, 2025, $2.7] [added: January 31, 2026, $1.8] billion remained available under the October 2024 Share Repurchase Program. [added: The October 2024 Share Repurchase Program does not expire by its terms.] |

The following table provides information about [removed: Ulta Beauty] common stock that may be issued under our equity compensation plans as of [removed: February 1, 2025:][added: January 31, 2026:]

| Plan category | [added: ​ ​] | and rights (2) | [added: ​ ​] | warrants and rights (3) | | [added: ​ ​] | plans (4) |

| Equity compensation plans [added: not] approved by security holders [removed: (1)] | | [removed: 517,518] [added: —] | ​ | [removed: $] | [removed: 349.12] [added: —] | | [removed: 2,092,045] [added: —] |

| (2) | Includes [removed: 299,339] [added: 291,198] shares issuable pursuant to the exercise of outstanding stock options, [removed: 125,254] [added: 179,806] shares issuable pursuant to restricted stock units, and [removed: 92,925] [added: 59,015] shares issuable pursuant to performance-based [added: stock] units. |

| (3) | Calculation of weighted-average exercise price of outstanding awards includes stock options but does not include shares of restricted stock units or performance-based [added: stock] units that convert to shares of common stock for no consideration. |

Set forth below is a graph comparing the cumulative total stockholder return on [removed: Ulta Beauty’s] [added: 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 [removed: February 1, 2020] [added: January 30, 2021] through the end of [removed: Ulta Beauty’s] [added: the Company’s] fiscal year ended [removed: February 1, 2025.][added: January 31, 2026.]

The graph assumes an investment of $100 made at the closing of trading on [removed: February 1, 2020] [added: January 30, 2021] in (i) [removed: Ulta Beauty’s] [added: the Company’s] common stock, (ii) the stocks comprising the S&P [removed: 500] [added: 500,] and (iii) the stocks comprising the S&P 500 Consumer Discretionary (Industry Group, SP500-2550).

[removed: ][added: ]

| ​ | ​ | [removed: February 1, | | ​ |] January 30, | | ​ | January 29, | | ​ | January 28, | | ​ | February 3, | | ​ | February 1, | | [added: ​ | January 31, | |]

| Company / Index | [removed: | 2020 | |] [added: ​ ​ ​] | 2021 | | [added: ​ ​ ​] | 2022 | | [added: ​ ​ ​] | 2023 | | [added: ​ ​ ​] | 2024 | | [added: ​ ​ ​] | 2025 | | [added: ​ ​ ​ | 2026 | |]

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.

| November 2, 2025 to November 29, 2025 | ​ | 140,002 | ​ | $ | 523.07 | ​ | 139,751 | ​ | $ | 1,930,361 |

| November 30, 2025 to December 27, 2025 | ​ | 88,239 | ​ | ​ | 588.43 | ​ | 88,210 | ​ | ​ | 1,878,935 |

| December 28, 2025 to January 31, 2026 | ​ | 113,466 | ​ | ​ | 655.74 | ​ | 113,466 | ​ | ​ | 1,805,257 |

| Total (13 weeks ended January 31, 2026) | ​ | 341,707 | ​ | ​ | 584.00 | ​ | 341,427 | ​ | ​ | 1,805,257 |

| Equity compensation plans approved by security holders (1) | | 530,019 | ​ | $ | 405.98 | | 1,781,045 |

| Total | | 530,019 | ​ | $ | 405.98 | | 1,781,045 |

| Ulta Beauty | ​ | $ | 100.00 | ​ ​ ​ | $ | 128.26 | ​ ​ ​ | $ | 180.75 | ​ ​ ​ | $ | 180.63 | ​ ​ ​ | $ | 147.32 | ​ ​ ​ | $ | 231.40 |

| S&P 500 | ​ | ​ | 100.00 | ​ | ​ | 119.32 | ​ | ​ | 109.59 | ​ | ​ | 133.50 | ​ | ​ | 162.63 | ​ | ​ | 186.82 |

| S&P 500 Consumer Discretionary | ​ | ​ | 100.00 | ​ | ​ | 105.27 | ​ | ​ | 86.43 | ​ | ​ | 120.38 | ​ | ​ | 156.58 | ​ | ​ | 158.51 |

Because many shares of

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

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

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

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

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

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

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

​​

| [Reports of Independent Registered Public Accounting Firm](#ReportofIndependentRegisteredPublicAccou) (PCAOB ID: 42) | [removed: 47] [added: 49] |

| [Consolidated Balance Sheets](#Consol_Balance_Sheets) | [removed: 51] [added: 53] |

| [Consolidated Statements of Income](#Consol_Stmnts_Income) | [removed: 52] [added: 54] |

| [Consolidated Statements of Cash Flows](#Consol_Stmnts_Cash_Flows) | [removed: 53] [added: 56] |

| [Consolidated Statements of Stockholders’ Equity](#Consol_Stmnts_Stockhldrs_Equity) | [removed: 54] [added: 57] |

| [Notes to Consolidated Financial Statements](#Notes_to_Consol_Fin_Statements) | [removed: 55] [added: 58] |

| [Schedule II – Valuation and Qualifying Accounts](#Schedule_II) | [removed: 75] [added: 83] |

We have audited the accompanying consolidated balance sheets of Ulta Beauty, Inc. (the Company) as of [removed: February 1, 2025] [added: January 31, 2026] and February [removed: 3, 2024,] [added: 1, 2025,] the related consolidated statements of income, [removed: stockholders’ equity,] [added: comprehensive income, stockholders' equity] and cash flows for each of the three years in the period ended [removed: February 1, 2025,] [added: 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 [removed: February 1, 2025] [added: January 31, 2026] and February [removed: 3, 2024,] [added: 1, 2025,] and the results of its operations and its cash flows for each of the three years in the period ended [removed: February 1, 2025,] [added: 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 [removed: February 1, 2025,] [added: January 31, 2026,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework)] [added: framework),] and our report dated March [removed: 27, 2025] [added: 26, 2026] expressed an unqualified opinion thereon.

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, [removed: subjective,] [added: subjective] or complex judgments.

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

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

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

We have audited Ulta Beauty, Inc.’s internal control over financial reporting as of [removed: February 1, 2025,] [added: January 31, 2026,] based on criteria established in Internal [removed: Control —Integrated] [added: 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 [removed: February 1, 2025,] [added: January 31, 2026,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of [removed: February 1, 2025] [added: January 31, 2026] and February [removed: 3, 2024,] [added: 1, 2025,] the related consolidated statements of income, [added: comprehensive income,] stockholders’ equity and cash flows for each of the three years in the period ended [removed: February 1, 2025,] [added: January 31, 2026,] and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated March [removed: 27, 2025] [added: 26, 2026] expressed an unqualified opinion thereon.

| [removed: ​] [added: ​] | ​ | February 1, | [removed: |] ​ | February 3, | [removed: |]

| (In thousands, except per share data) | [added: ​ ​ ​] | [added: 2026 | | ​ ​ ​ |] 2025 | | [added: ​ ​ ​] | 2024 | |

| Cash and cash equivalents [added: at beginning of year] | ​ | [removed: $] [added: ​] | 703,201 | ​ | [removed: $] [added: ​] | 766,594 | [added: ​ | ​ | 737,877 |]

| Receivables, net | ​ | ​ | [removed: 223,334] [added: 296,217] | ​ | ​ | [removed: 207,939] [added: 223,334] |

| Merchandise inventories, net | ​ | ​ | [removed: 1,968,214] [added: 2,181,127] | ​ | ​ | [removed: 1,742,136] [added: 1,968,214] |

| Prepaid expenses and other current assets | [removed: ​] [added: ​] | ​ | [removed: 129,113] [added: 169,361] | ​ | ​ | [removed: 115,598] [added: 129,113] |

| Prepaid income taxes | ​ | ​ | [removed: 4,946] [added: 3,198] | ​ | ​ | [removed: 4,251] [added: 4,946] |

| Total current assets | ​ | ​ | [removed: 3,028,808] [added: 3,144,146] | ​ | ​ | [removed: 2,836,518] [added: 3,028,808] |

| Property and equipment, net | ​ | ​ | [removed: 1,239,295] [added: 1,434,062] | ​ | ​ | [removed: 1,182,335] [added: 1,239,295] |

| Operating lease assets | ​ | ​ | [removed: 1,609,870] [added: 1,813,074] | ​ | ​ | [removed: 1,574,530] [added: 1,609,870] |

| Goodwill | [removed: ​] [added: ​] | ​ | [removed: 10,870] [added: 226,421] | ​ | ​ | 10,870 |

| Other intangible assets, net | ​ | ​ | [removed: 204] [added: 203,288] | ​ | ​ | [removed: 510] [added: 204] |

| Deferred compensation plan assets | ​ | ​ | [removed: 47,951] [added: 53,391] | ​ | ​ | [removed: 43,516] [added: 47,951] |

| Other long-term assets | [removed: ​] [added: ​] | ​ | [removed: 64,695] [added: 124,912] | ​ | ​ | [removed: 58,732] [added: 64,695] |

| Total assets | ​ | $ | [removed: 6,001,693] [added: 6,999,294] | ​ | $ | [removed: 5,707,011] [added: 6,001,693] |

| Accounts payable | ​ | $ | [removed: 563,761] [added: 685,887] | ​ | $ | [removed: 544,001] [added: 563,761] |

| Accrued liabilities | ​ | ​ | [removed: 380,241] [added: 551,380] | ​ | ​ | [removed: 382,468] [added: 380,241] |

| Deferred revenue | [removed: ​] [added: ​] | ​ | [removed: 500,585] [added: 582,378] | ​ | ​ | [removed: 436,591] [added: 500,585] |

| Current operating lease liabilities | ​ | ​ | [removed: 288,114] [added: 306,671] | ​ | ​ | [removed: 283,821] [added: 288,114] |

| Accrued income taxes | ​ | ​ | [removed: 46,777] [added: 35,739] | ​ | ​ | [removed: 11,310] [added: 46,777] |

| Total current liabilities | ​ | ​ | [removed: 1,779,478] [added: 2,224,342] | ​ | ​ | [removed: 1,658,191] [added: 1,779,478] |

| Non-current operating lease liabilities | ​ | ​ | [removed: 1,635,120] [added: 1,813,103] | ​ | ​ | [removed: 1,627,271] [added: 1,635,120] |

| Deferred income taxes | ​ | ​ | [removed: 42,593] [added: 98,766] | ​ | ​ | [removed: 85,921] [added: 42,593] |

| [Consolidated Statements of Comprehensive Income](#compr_income) | 55 |

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 the internal controls of Space NK, which is included in the 2025 consolidated financial statements of the Company and constituted 4% of total assets as of January 31, 2026.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Space NK.

March 26, 2026

| Cash and cash equivalents | ​ | $ | 424,243 | ​ | $ | 703,201 |

| Short-term investments | ​ | ​ | 70,000 | ​ | ​ | — |

| Short-term debt | ​ | ​ | 62,287 | ​ | ​ | — |

| Accumulated other comprehensive income | ​ | ​ | 3,760 | ​ | ​ | — |

| Income before equity net loss of affiliate | ​ | ​ | 1,157,336 | ​ | ​ | 1,201,118 | ​ | ​ | 1,291,005 |

| Equity net loss of affiliate | ​ | ​ | 3,857 | ​ | ​ | — | ​ | ​ | — |

Ulta Beauty, Inc.

Consolidated Statements of Comprehensive Income

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

| Foreign currency translation adjustments | ​ | ​ | 3,760 | ​ | ​ | — | ​ | ​ | — |

| Comprehensive income | ​ | $ | 1,157,239 | ​ | $ | 1,201,118 | ​ | $ | 1,291,005 |

| Net income | ​ | $ | 1,153,479 | ​ | $ | 1,201,118 | ​ | $ | 1,291,005 |

| Equity net loss of affiliate | ​ | ​ | 3,857 | ​ | ​ | — | ​ | ​ | — |

| Purchases of short-term investments | ​ | ​ | (70,000) | ​ | ​ | — | ​ | ​ | — |

| Acquisitions, net of cash acquired | ​ | ​ | (386,813) | ​ | ​ | — | ​ | ​ | — |

| Effect of exchange rate changes on cash and cash equivalents | ​ | ​ | 274 | ​ | ​ | — | ​ | ​ | — |

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

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

| Net income | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 1,153,479 | ​ | ​ | — | ​ | ​ | 1,153,479 |

| Foreign currency translation adjustments | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 3,760 | ​ | ​ | 3,760 |

| Repurchase of common shares, including excise tax | ​ | (2,000) | ​ | ​ | (20) | ​ | — | ​ | ​ | — | ​ | ​ | (8,001) | ​ | ​ | (890,459) | ​ | ​ | — | ​ | ​ | (898,480) |

| Balance – January 31, 2026 | ​ | 45,048 | ​ | $ | 450 | ​ | (882) | ​ | $ | (120,442) | ​ | $ | 1,182,754 | ​ | $ | 1,736,929 | ​ | $ | 3,760 | ​ | $ | 2,803,451 |

_See accompanying notes to consolidated financial statements._

As of January 31, 2026, the Company operated 1,591 stores worldwide: 1,505 Ulta Beauty stores in the U.S. located in 50 states, 84 Space NK stores located in the United Kingdom (U.K.), and 2 Space NK stores located in Ireland.

| Short-term investments | ​ | ​ | 15,000 | ​ | ​ | — |

| Cash and cash equivalents | ​ | $ | 424,243 | ​ | $ | 703,201 |

| | (1) | Includes restricted cash of $2,299, which consists of UB MarketplaceTM proceeds held for payment due to third-party sellers as of January 31, 2026. |

Short-term investments

The Company determines the balance sheet classification of its investments at the time of purchase and evaluates the classification at each balance sheet date.

Money market funds, certificates of deposit, and time deposits with maturities of greater than three months but no more than twelve months are carried at cost, which approximates fair value and are recorded in the consolidated balance sheets in short-term investments.

As of January 31, 2026, we had $62,287 outstanding under our credit facilities.

We did not have any outstanding borrowings on the credit facilities as of

The Company utilizes fair value measurements in the calculation of long-lived asset, goodwill and other intangible asset impairments (see Note 14, “Fair value measurements”).

| (In thousands) | ​ | 2026 | | ​ ​ ​ | 2025 | |

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.

​

March 27, 2025

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| Cash and cash equivalents at beginning of year | ​ | ​ | 766,594 | ​ | ​ | 737,877 | ​ | ​ | 431,560 |

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

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

| Balance – January 29, 2022 | ​ | 53,049 | ​ | $ | 530 | ​ | (738) | ​ | $ | (53,478) | ​ | $ | 934,945 | ​ | $ | 653,376 | ​ | $ | 1,535,373 |

| Net income | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 1,242,408 | ​ | ​ | 1,242,408 |

| Repurchase of common shares | ​ | (2,193) | ​ | ​ | (22) | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (900,011) | ​ | ​ | (900,033) |

As of February 1, 2025, the Company operated 1,445 stores across 50 states.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

There was no outstanding debt as of February 1, 2025 and February 3, 2024.

The recoverability of goodwill is reviewed annually during the fourth quarter or more frequently if an event occurs or circumstances change that would indicate that impairment may exist (see Note 6, “Goodwill”).

remitting state sales tax.

_Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures_

The guidance updates reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance.

The Company adopted ASU 2023-07 in fiscal 2024.

_Income Taxes (Topic 740): Improvements to Income Tax Disclosures_In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures.

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

5.

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

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

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

Estimated amortization expense related to intangible assets for the next five years and thereafter is as follows:

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Estimated | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | amortization | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | expense | |

| 2025 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 204 |

| 2027 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | — |

| 2028 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | — |

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

| 2030 and thereafter | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | — |

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

| 2025 | ​ | ​ | ​ | $ | 362,147 |

| 2026 | ​ | ​ | ​ | ​ | 392,214 |

| 2027 | ​ | ​ | ​ | ​ | 343,177 |

| 2028 | ​ | ​ | ​ | ​ | 278,586 |

| 2029 | ​ | ​ | ​ | ​ | 225,186 |

Based on management’s evaluation as of [removed: February 1, 2025,] [added: January 31, 2026,] our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures [removed: (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934)] are effective to ensure that the information required to be disclosed by us in our reports that we file or submit under the Securities Exchange Act of [removed: 1934] [added: 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.

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 [removed: U.S] [added: U.S.] generally accepted accounting principles.

Under the supervision and with the participation of our principal executive officer and our principal financial officer, [added: our] management evaluated the effectiveness of our internal control over financial reporting as of [removed: February 1, 2025,] [added: 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 [removed: controls] [added: control] over financial reporting [removed: were] [added: was] effective as of [removed: February 1, 2025.][added: 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 [removed: February 1, 2025] [added: January 31, 2026] and has issued the attestation report included in Item 8 of this Annual Report on Form 10-K.

There were no changes to our internal [removed: controls] [added: control] over financial reporting [added: that occurred] during the 13 weeks ended [removed: February 1, 2025] [added: January 31, 2026] that have materially affected, or are reasonably likely to materially affect, our internal [removed: controls] [added: control] over financial reporting.

[removed: Item] [added: Item] 9B. Other [removed: Information][added: InformationRule 10b5-1 Plans]

During the 13 weeks ended [removed: February 1, 2025,] [added: 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.

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).

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.

​

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.

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.

The information required by this item with respect to our executive officers is set forth in Part [removed: I, Item 4A] [added: I] of this Annual Report on Form 10-K under the caption [removed: “Executive] [added: “Information About our Executive] Officers.” The [removed: additional] information required by this item [removed: is included under] [added: with respect to] the [removed: captions “Corporate Governance – Code] [added: members] of [removed: Business Conduct,” “Corporate Governance – Nomination Process – Qualifications,” “Corporate Governance – Proposal One – Election] [added: our Board] of [removed: Directors,” “Corporate Governance – Information About Our Director Nominees,” “Corporate Governance – Insider Trading Policy” and “Corporate Governance – Audit Committee”] [added: Directors will be set forth] in [removed: our] [added: the] definitive Proxy Statement for our [removed: 2025] [added: 2026] Annual Meeting of Stockholders (the Proxy Statement) [added: to be filed with the SEC in advance of such meeting] and is hereby incorporated herein by reference.

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 is included under the captions “Compensation Discussion and Analysis,” “Corporate Governance – Compensation Committee,” “Corporate Governance – Report of the Compensation Committee of the Board of Directors,” and “Corporate Governance – Non-Employee Director Compensation for Fiscal 2024” in the Proxy Statement and is hereby incorporated herein by reference.

The information required by this item with respect to security ownership of certain beneficial owners and management [removed: is] [added: will be] included [removed: under the caption "Stock Ownership”] in the Proxy Statement [added: 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 [removed: February 1, 2025] [added: 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 [removed: is] [added: will be] included [removed: under the captions “Corporate Governance – Independence,” “Corporate Governance – Compensation Committee – Compensation Committee Interlocks and Insider Participation,” and “Certain Relationships and Transactions”] in the Proxy Statement [added: to be filed with the SEC] and is hereby incorporated by reference.

The information required by this item [removed: is] [added: 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.

[removed: Part IV][added: Part IV]

| [Reports of Independent Registered Public Accounting Firm](#ReportofIndependentRegisteredPublicAccou) (PCAOB ID: 42) | [removed: 47] [added: 49] |

| [Consolidated Balance Sheets](#Consol_Balance_Sheets) | [removed: 51] [added: 53] |

| [Consolidated Statements of Income](#Consol_Stmnts_Income) | [removed: 52] [added: 54] |

| [Consolidated Statements of Cash Flows](#Consol_Stmnts_Cash_Flows) | [removed: 53] [added: 56] |

| [Consolidated Statements of Stockholders’ Equity](#Consol_Stmnts_Stockhldrs_Equity) | [removed: 54] [added: 57] |

| [Notes to Consolidated Financial Statements](#Notes_to_Consol_Fin_Statements) | [removed: 55] [added: 58] |

| [Schedule II – Valuation and Qualifying Accounts](#Schedule_II) | [removed: 75] [added: 83] |

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

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

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

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

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

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

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

| 10.2 | ​ | [Amendment No. [removed: 3] [added: 4] to Second Amended and Restated [added: Loan] Agreement, dated [removed: March 13, 2024,] [added: August 27, 2025,] among Ulta Beauty, Inc., Ulta Salon, Cosmetics & Fragrance, Inc., the subsidiaries of Ulta Beauty signatory thereto, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent and collateral agent for the [removed: lenders](https://www.sec.gov/Archives/edgar/data/1403568/000155837024003941/ulta-20240203xex10d2.htm)] [added: lenders (including a full conformed copy of the Second Amended and Restated Loan Agreement, as amended through Amendment No.4)](https://www.sec.gov/Archives/edgar/data/1403568/000155837025011804/ulta-20250802xex10d2.htm)] | ​ | ​ | ​ | [removed: 10-K] [added: 10-Q] | ​ | 10.2 | | ​ | 001-33764 | ​ | [removed: 3/26/2024 |] [added: 8/28/2025] |

| 10.3 | ​ | [Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan*](http://www.sec.gov/Archives/edgar/data/1403568/000119312516548224/d101608ddef14a.htm) | ​ | ​ | ​ | DEF 14A | ​ | Appendix A | | ​ | 001-33764 | ​ | 4/20/2016 | [removed: |]

| 10.4 | ​ | [Form of Restricted Stock Unit Award Agreement—Performance Shares under the 2011 Incentive Award Plan*](http://www.sec.gov/Archives/edgar/data/1403568/000119312515114430/d898526dex101.htm) | ​ | ​ [removed: ​] | ​ | 8-K | ​ | 10.1 | | ​ | 001-33764 | ​ | 3/31/2015 | [removed: |]

| 10.5 | ​ | [Ulta Salon, Cosmetics & Fragrance, Inc. Non-qualified Deferred Compensation Plan*](http://www.sec.gov/Archives/edgar/data/1403568/000095013709002518/c50340exv10w17.htm) | ​ | ​ | ​ | 10-K | ​ | 10.17 | | ​ | 001-33764 | ​ | 4/2/2009 | [removed: |]

| [removed: 10.6] [added: 10.20] | ​ | [Letter Agreement dated [removed: January 6, 2014] [added: October 8, 2025] between Ulta Inc. and [removed: David Kimbell*](http://www.sec.gov/Archives/edgar/data/1403568/000119312515213217/d914024dex101.htm)] [added: Christopher DelOrefice*](https://www.sec.gov/Archives/edgar/data/1403568/000110465925118458/ulta-20251101xex10d1.htm)] | ​ | ​ | ​ | 10-Q | ​ | 10.1 | | ​ | 001-33764 | ​ | [removed: 6/4/2015 |] [added: 12/4/2025] |

| [removed: 10.7] [added: 10.6] | ​ | [Form of Option Agreement under the 2011 Incentive Award Plan*](http://www.sec.gov/Archives/edgar/data/1403568/000119312517099261/d329810dex1013.htm) | ​ | ​ | ​ | 10-K | ​ | 10.13 | | ​ | 001-33764 | ​ | 3/28/2017 | [removed: |]

| [removed: 10.8] [added: 10.7] | ​ | [Form of Restricted Stock Unit Award Agreement under the 2011 Incentive Award Plan*](http://www.sec.gov/Archives/edgar/data/1403568/000119312517099261/d329810dex1014.htm) | ​ | ​ | ​ | 10-K | ​ | 10.14 | | ​ | 001-33764 | ​ | 3/28/2017 | [removed: |]

| [removed: 10.9] [added: 10.8] | ​ | [Letter Agreement dated August 3, 2015 between Ulta Inc. and Jodi J. [removed: Caro*](http://www.sec.gov/Archives/edgar/data/1403568/000119312517099261/d329810dex1015.htm)] [added: Caro*](https://www.sec.gov/Archives/edgar/data/1403568/000119312517099261/d329810dex1015.htm)] | ​ | ​ | ​ | 10-K | ​ | 10.15 | | ​ | 001-33764 | ​ | 3/28/2017 | [removed: |]

| [removed: 10.10] [added: 10.9] | ​ | [Ulta Beauty, Inc. Executive Change in Control and Severance Plan*](http://www.sec.gov/Archives/edgar/data/1403568/000119312517099261/d329810dex1016.htm) | ​ | ​ | ​ | 10-K | ​ | 10.16 | | ​ | 001-33764 | ​ | 3/28/2017 | [removed: |]

| [removed: 10.11] [added: 10.10] | ​ | [New Form of Restricted Stock Unit Award Agreement—PSUs—under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan*](https://www.sec.gov/Archives/edgar/data/1403568/000155837021003654/ulta-20210325xex10d1.htm) | ​ | ​ | ​ | 8-K | ​ | 10.1 | | ​ | 001-33764 | ​ | 3/30/2021 | [removed: |]

| [removed: 10.12] [added: 10.11] | ​ | [New Form of Stock Option Agreement under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan*](https://www.sec.gov/Archives/edgar/data/1403568/000155837021003654/ulta-20210325xex10d2.htm) | ​ | ​ | ​ | 8-K | ​ | 10.2 | | ​ | 001-33764 | ​ | 3/30/2021 | [removed: |]

| [removed: 10.13] [added: 10.12] | ​ | [Alternative Form of Restricted Stock Unit Award Agreement—PSUs—under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan*](https://www.sec.gov/Archives/edgar/data/1403568/000155837022004330/ulta-20220129xex10d25.htm) | ​ | ​ | ​ | 10-K | ​ | 10.25 | | ​ | 001-33764 | ​ | 3/25/2022 | [removed: |]

| [removed: 10.14] [added: 10.13] | ​ | [Alternative Form of Stock Option Agreement under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan*](https://www.sec.gov/Archives/edgar/data/1403568/000155837022004330/ulta-20220129xex10d26.htm) | ​ | ​ | ​ | 10-K | ​ | 10.26 | | ​ | 001-33764 | ​ | 3/25/2022 | [removed: |]

| [removed: 10.15] [added: 10.14] | ​ | [Alternative Form of Restricted Stock Unit Award Agreement under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan*](https://www.sec.gov/Archives/edgar/data/1403568/000155837022004330/ulta-20220129xex10d27.htm) | ​ | ​ | ​ | 10-K | ​ | 10.27 | | ​ | 001-33764 | ​ | 3/25/2022 | [removed: |]

| [removed: 10.16] [added: 10.15] | ​ | [2023 Form of Restricted Stock Unit Award Agreement—PSUs—under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan*](https://www.sec.gov/Archives/edgar/data/1403568/000155837023004581/ulta-20230128xex10d20.htm) | ​ | ​ | ​ | 10-K | ​ | 10.20 | | ​ | 001-33764 | ​ | 3/24/2023 | [removed: |]