Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market information

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

Holders of the registrant’s common stock

The last reported sale price of our common stock on the NASDAQ Global Select Market on March 23, 2026 was $524.15 per share. As of March 23, 2026, we had 25 holders of record of our common stock. Because many shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.

Purchases of equity securities by the issuer and affiliated purchasers

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


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

(1)	There were 341,427 shares repurchased as part of our publicly announced share repurchase program during the 13 weeks ended January 31, 2026 and there were 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 October 2024 Share Repurchase Program, which was announced on October 16, 2024 and revoked the previously authorized but unused amounts under the prior share repurchase program. As of January 31, 2026, $1.8 billion remained available under the October 2024 Share Repurchase Program. The October 2024 Share Repurchase Program does not expire by its terms.

Recent sales of unregistered securities

None.

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

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


							Number of securities
		Number of securities					remaining available
		to be issued upon		Weighted-average			for future issuance
		exercise of outstanding		exercise price of			under equity
		options, warrants		outstanding options,			compensation
Plan category		and rights (2)		warrants and rights (3)			plans (4)
Equity compensation plans approved by security holders (1)		530,019		$	405.98		1,781,045
Equity compensation plans not approved by security holders		—			—		—
Total		530,019		$	405.98		1,781,045

(1)	Includes options issued and available for exercise and shares available for issuance in connection with past awards under the Amended and Restated 2011 Incentive Award Plan and predecessor equity incentive plans. We currently grant awards only under the Amended and Restated 2011 Incentive Award Plan.

(2)	Includes 291,198 shares issuable pursuant to the exercise of outstanding stock options, 179,806 shares issuable pursuant to restricted stock units, and 59,015 shares issuable pursuant to performance-based 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 stock units that convert to shares of common stock for no consideration.

(4)	Represents shares that are available for issuance pursuant to the Amended and Restated 2011 Incentive Award Plan. The shares available under the plan are reduced by 1.0 for each stock option awarded and by 1.5 for each restricted stock unit and performance-based unit awarded.

Stock performance graph

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

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


	Fiscal year ended
	January 30,			January 29,			January 28,			February 3,			February 1,			January 31,
Company / Index	2021			2022			2023			2024			2025			2026
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

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