Ulta Beauty Q2 revenue grows 9% to $3.0B

Q: How did ULTA’s revenue perform in Q2 fiscal 2026 versus last year?

Net sales for Ulta Beauty (ULTA) in Q2 fiscal 2026 were $3.04 billion, up 8.9% from $2.79 billion in Q2 2025. Growth was driven by a 3.8% comparable sales increase, the Space NK acquisition, and new store openings.

Q: What were ULTA’s earnings and EPS for Q2 fiscal 2026?

Ulta Beauty reported Q2 fiscal 2026 net income of $282.0 million, up 8.1% from $260.9 million a year earlier. Diluted EPS was $6.55, compared with $5.78 in Q2 2025, on diluted weighted‑average shares of 43.06 million.

Q: How did ULTA’s comparable sales trend in Q2 and year‑to‑date 2026?

Comparable sales for Ulta Beauty rose 3.8% in Q2 fiscal 2026, versus 6.7% in Q2 2025. For the first 26 weeks of 2026, comparable sales increased 4.6%, driven by a 3.8% gain in average ticket and a 0.8% increase in transactions.

Q: What is ULTA’s current store count and recent expansion activity?

As of August 1, 2026, Ulta Beauty operated 1,622 stores worldwide. During the first 26 weeks of fiscal 2026, the company opened 34 stores, remodeled 7, and relocated 5, while continuing to invest in its omnichannel platform.

Q: What is ULTA’s debt and liquidity position as of August 1, 2026?

Ulta Beauty held $213.5 million in cash and short‑term investments and had $339.6 million outstanding under U.S. credit facilities and $52.6 million under the Space NK facility as of August 1, 2026, and remained in covenant compliance.

Ulta Beauty, Inc. (ULTA) delivered solid growth in the second quarter of fiscal 2026.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

10-Q

Rhea-AI Filing Summary

Ulta Beauty, Inc. (ULTA) delivered solid growth in the second quarter of fiscal 2026. For the 13 weeks ended August 1, 2026, net sales rose 8.9% to $3.04 billion, driven by a 3.8% increase in comparable sales, primarily from higher average ticket, plus contributions from the Space NK acquisition and new stores.

Quarterly net income increased 8.1% to $282.0 million, with diluted EPS of $6.55 versus $5.78 a year earlier. Gross margin was stable at 39.1%, while SG&A leveraged slightly to 26.4% of sales due to lower incentive compensation and overhead leverage, partly offset by higher advertising.

For the 26-week year-to-date period, net sales grew 10.0% to $6.20 billion, comparable sales increased 4.6%, and net income rose 10.0% to $622.5 million (diluted EPS $14.31). Ulta operated 1,622 stores at quarter-end and generated $381.6 million in operating cash flow, funding $798.6 million of share repurchases while ending with $213.5 million in cash and short-term investments and $339.6 million outstanding under U.S. credit facilities.

Positive

Double‑digit year‑to‑date growth: Net sales for the first 26 weeks increased 10.0% to $6.20 billion, with net income up 10.0% to $622.5 million, reflecting continued strength in the beauty category and Ulta’s model.
Expanding year‑to‑date margins: Gross margin for the 26 weeks improved by 50 bps to 39.6%, primarily from lower inventory shrink and higher merchandise margin, despite unfavorable channel and business mix.
Robust cash generation and capital returns: Operating cash flow reached $381.6 million in the first half, supporting $798.6 million of share repurchases (about 1.44 million shares) under the $3.0 billion authorization.
Disciplined inventory management: Merchandise inventories were $2.41 billion at August 1, 2026, flat versus August 2, 2025, even as sales and store count grew, indicating improved inventory management.

Negative

Higher operating cost ratio year‑to‑date: SG&A rose 11.4% to $1.62 billion and increased 30 bps as a percentage of net sales to 26.1%, driven by higher corporate overhead from strategic investments and higher store expenses.
Interest turned from income to expense: Net interest moved from $5.0 million income in the first 26 weeks of 2025 to $3.0 million expense in 2026, reflecting greater use of credit facilities and exposure to variable rates.

Filing Explained

As of August 1, $1,014,131 thousand remained under the repurchase authorization, while credit-facility borrowings were secured by substantially all company assets.

This unaudited Form 10-Q reports Ulta Beauty’s interim position through August 1, 2026; the structural update is ongoing secured borrowing alongside remaining capacity for share repurchases.

A Form 10-Q is an unaudited quarterly report covering interim financial statements, risks, and liquidity. Ulta’s facilities permit revolving loans up to the lesser of $1.0 billion or an eligible-asset borrowing base, while outstanding borrowings were $287.0 million under the main facility and $52.6 million under Space NK’s facility at quarter-end.

The stated facility maximum is borrowing capacity, not additional debt already drawn. Substantially all of Ulta’s assets secure the main facility, which matures on March 13, 2029 and includes a fixed-charge coverage covenant when availability falls below a specified threshold.

During the first 26 weeks, Ulta repurchased 1,438,761 shares for $798,633 thousand, leaving approximately $1,014,131 thousand available under the authorization; that remaining amount is permission to repurchase, not a committed expenditure.

The next quarterly filing will show whether the company’s outstanding borrowings, covenant position, or remaining repurchase authorization changed; the program has no expiration date and may be suspended or discontinued.

Key Figures

Net sales (13 weeks): $3,035,676 (13 weeks ended August 1, 2026) Net sales (26 weeks): $6,199,533 (26 weeks ended August 1, 2026) Net income (26 weeks): $622,475 (26 weeks ended August 1, 2026) +5 more

8 metrics

Net sales (13 weeks) $3,035,676 (13 weeks ended August 1, 2026) Up 8.9% from $2,788,469 in the 13 weeks ended August 2, 2025

Net sales (26 weeks) $6,199,533 (26 weeks ended August 1, 2026) Up 10.0% from $5,636,836 in the 26 weeks ended August 2, 2025

Net income (26 weeks) $622,475 (26 weeks ended August 1, 2026) Increased from $565,927 in the 26 weeks ended August 2, 2025

Diluted EPS (26 weeks) $14.31 (26 weeks ended August 1, 2026) Up from $12.49 in the 26 weeks ended August 2, 2025

Comparable sales growth (26 weeks) 4.6% (26 weeks ended August 1, 2026) Versus 4.7% in the 26 weeks ended August 2, 2025

Gross margin (26 weeks) 39.6% of net sales Improved from 39.1% in the 26 weeks ended August 2, 2025

Share repurchases (26 weeks) $798,633 total cost; 1,438,761 shares Repurchases in the 26 weeks ended August 1, 2026 under the October 2024 program

Stores end of period 1,622 stores Number of stores at August 1, 2026, up from 1,556 a year earlier

Key Terms

comparable sales, deferred revenue, Term Secured Overnight Financing Rate, relief from royalty method, +2 more

6 terms

comparable sales financial

"Comparable sales include retail sales, salon services, and e-commerce."

"Comparable sales" are the total sales from stores or products that have been open for a certain period, usually the same time last year or last quarter. They help show whether a business is growing by comparing similar locations or products over time, much like checking if your favorite store's sales are going up compared to previous years.

deferred revenue financial

"Deferred revenue primarily represents contract liabilities for unredeemed loyalty points and gift cards."

Cash a company has already received for goods or services it has promised but not yet delivered; it's recorded as a liability because the company still owes that product, service, or future revenue recognition. For investors, deferred revenue signals upcoming work or deliveries that will convert into reported sales over time and affects short-term obligations, cash flow quality, and how quickly a firm can grow recognized revenue—think of it like prepaid subscriptions or gift cards a business must honor later.

Term Secured Overnight Financing Rate financial

"Outstanding borrowings bear interest at either a base rate or the Term Secured Overnight Financing Rate plus a margin."

relief from royalty method financial

"The fair value of other intangible assets, net was valued under the relief from royalty method."

performance-based restricted stock units financial

"There were 3 performance-based restricted stock units issued during the 26 weeks ended August 1, 2026."

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

fixed charge coverage ratio financial

"The Loan Agreement contains a requirement to maintain a fixed charge coverage ratio of not less than 1.0 to 1.0."

A fixed charge coverage ratio measures how well a company's operating income can cover its fixed, recurring obligations like interest payments and lease costs. Think of it as a safety margin — the higher the number, the more comfortably a business can pay steady bills from its normal earnings, which matters to investors because it signals financial stability, lower default risk, and greater ability to withstand revenue dips.

Earnings Snapshot

Net sales (13 weeks): $3,035,676

13 and 26 weeks ended August 1, 2026

Net sales (13 weeks) $3,035,676 Up 8.9% from $2,788,469 in Q2 2025

Net income (13 weeks) $282,006 Up 8.1% from $260,875 in Q2 2025

Diluted EPS (13 weeks) $6.55 Up from $5.78 in Q2 2025

Net sales (26 weeks) $6,199,533 Up 10.0% from $5,636,836 in 2025

Net income (26 weeks) $622,475 Up 10.0% from $565,927 in 2025

Comparable sales growth (Q2) 3.8% Versus 6.7% in Q2 2025

Gross margin (26 weeks) 39.6% Up from 39.1% in the prior-year period

FAQ

How did ULTA’s revenue perform in Q2 fiscal 2026 versus last year?

Net sales for Ulta Beauty (ULTA) in Q2 fiscal 2026 were $3.04 billion, up 8.9% from $2.79 billion in Q2 2025. Growth was driven by a 3.8% comparable sales increase, the Space NK acquisition, and new store openings.

What were ULTA’s earnings and EPS for Q2 fiscal 2026?

Ulta Beauty reported Q2 fiscal 2026 net income of $282.0 million, up 8.1% from $260.9 million a year earlier. Diluted EPS was $6.55, compared with $5.78 in Q2 2025, on diluted weighted‑average shares of 43.06 million.

How did ULTA’s comparable sales trend in Q2 and year‑to‑date 2026?

Comparable sales for Ulta Beauty rose 3.8% in Q2 fiscal 2026, versus 6.7% in Q2 2025. For the first 26 weeks of 2026, comparable sales increased 4.6%, driven by a 3.8% gain in average ticket and a 0.8% increase in transactions.

What is ULTA’s current store count and recent expansion activity?

As of August 1, 2026, Ulta Beauty operated 1,622 stores worldwide. During the first 26 weeks of fiscal 2026, the company opened 34 stores, remodeled 7, and relocated 5, while continuing to invest in its omnichannel platform.

How much stock did ULTA repurchase in the first half of fiscal 2026?

In the 26 weeks ended August 1, 2026, Ulta Beauty repurchased 1,438,761 shares of common stock for a total cost of $798.6 million, including excise tax, under its $3.0 billion October 2024 share repurchase program.

What is ULTA’s debt and liquidity position as of August 1, 2026?

Ulta Beauty held $213.5 million in cash and short‑term investments and had $339.6 million outstanding under U.S. credit facilities and $52.6 million under the Space NK facility as of August 1, 2026, and remained in covenant compliance.

How did ULTA’s gross margin change year‑to‑date in fiscal 2026?

For the 26 weeks ended August 1, 2026, Ulta Beauty’s gross margin increased to 39.6% of net sales from 39.1% in the prior‑year period. The improvement was primarily driven by lower inventory shrink and higher merchandise margin, partly offset by unfavorable mix.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/27/2026 - 04:10 PM Accepted by SEC EDGAR 08/27/2026 - 04:09 PM

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

For the Quarterly Period Ended August 1, 2026

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

For the transition period from _____________ to _____________

Commission File Number: 001-33764

ULTA BEAUTY, INC.

(Exact name of Registrant as specified in its charter)

incorporation or organization)

Identification No.)

Delaware

(State or other jurisdiction of
incorporation or organization)

38-4022268

(I.R.S. Employer
Identification No.)

1000 Remington Blvd., Suite 120

Bolingbrook, Illinois

(Address of principal executive offices)

60440

(Zip code)

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

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



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ULTA	The NASDAQ Global Select Market

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

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

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

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

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

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

The number of shares of the registrant’s common stock, par value $0.01 per share, outstanding as of August 24, 2026 was 42,757,471 shares.

Table of Contents

ULTA BEAUTY, INC.

TABLE OF CONTENTS


Part I - Financial Information

Item 1. Financial Statements
Consolidated Balance Sheets		3
Consolidated Statements of Income		4
Consolidated Statements of Comprehensive Income		5
Consolidated Statements of Cash Flows		6
Consolidated Statements of Stockholders’ Equity		7
Notes to Consolidated Financial Statements		9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		18

Item 3. Quantitative and Qualitative Disclosures about Market Risk		28

Item 4. Controls and Procedures		28

Part II - Other Information		28

Item 1. Legal Proceedings		28

Item 1A. Risk Factors		29

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		29

Item 3. Defaults Upon Senior Securities		29

Item 4. Mine Safety Disclosures		29

Item 5. Other Information		29

Item 6. Exhibits		30

SIGNATURES		31

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Part I - Financial Information

Item 1.Financial Statements

Ulta Beauty, Inc.

Consolidated Balance Sheets


		August 1,			January 31,			August 2,
(In thousands, except per share data)		2026			2026			2025
Assets			(Unaudited)						(Unaudited)
Current assets:
Cash and cash equivalents		$	158,451		$	424,243		$	242,745
Short-term investments			55,000			70,000			—
Receivables, net			249,295			296,217			224,412
Merchandise inventories, net			2,406,733			2,181,127			2,407,051
Prepaid expenses and other current assets			163,467			169,361			165,963
Prepaid income taxes			35,572			3,198			28,877
Total current assets			3,068,518			3,144,146			3,069,048

Property and equipment, net			1,414,258			1,434,062			1,332,503
Operating lease assets			1,877,965			1,813,074			1,682,151
Goodwill			223,146			226,421			392,606
Other intangible assets, net			200,200			203,288			5,466
Deferred compensation plan assets			56,828			53,391			50,550
Other long-term assets			123,035			124,912			98,324
Total assets		$	6,963,950		$	6,999,294		$	6,630,648

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable		$	646,200		$	685,887		$	708,655
Accrued liabilities			440,435			551,380			460,232
Deferred revenue			542,417			582,378			460,187
Current operating lease liabilities			312,648			306,671			282,593
Accrued income taxes			—			35,739			—
Short-term debt			339,578			62,287			289,101
Total current liabilities			2,281,278			2,224,342			2,200,768

Non-current operating lease liabilities			1,871,805			1,813,103			1,716,133
Deferred income taxes			99,404			98,766			49,158
Other long-term liabilities			67,722			59,632			60,729
Total liabilities			4,320,209			4,195,843			4,026,788

Commitments and contingencies (Note 6)

Stockholders' equity:
Common stock, $0.01 par value, 400,000 shares authorized; 43,707, 45,048, and 45,756 shares issued; 42,805, 44,166, and 44,875 shares outstanding; at August 1, 2026 (unaudited), January 31, 2026, and August 2, 2025 (unaudited), respectively			437			450			458
Treasury stock-common, at cost			(131,318)			(120,442)			(120,031)
Additional paid-in capital			1,209,214			1,182,754			1,151,858
Retained earnings			1,568,291			1,736,929			1,571,575
Accumulated other comprehensive (loss) income			(2,883)			3,760			—
Total stockholders’ equity			2,643,741			2,803,451			2,603,860
Total liabilities and stockholders’ equity		$	6,963,950		$	6,999,294		$	6,630,648

See accompanying notes to consolidated financial statements.

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Ulta Beauty, Inc.

Consolidated Statements of Income

(Unaudited)


		13 Weeks Ended				26 Weeks Ended
		August 1,		August 2,		August 1,		August 2,
(In thousands, except per share data)		2026		2025		2026		2025
Net sales		$	3,035,676	$	2,788,469	$	6,199,533	$	5,636,836
Cost of sales			1,848,724		1,696,773		3,744,961		3,430,921
Gross profit			1,186,952		1,091,696		2,454,572		2,205,915

Selling, general and administrative expenses			802,784		741,737		1,617,483		1,452,350
Pre-opening expenses			4,527		5,105		9,192		6,934
Operating income			379,641		344,854		827,897		746,631
Interest expense (income), net			3,684		(1,413)		3,032		(4,960)
Income before income taxes and equity net loss of affiliate			375,957		346,267		824,865		751,591
Income tax expense			91,878		84,795		198,738		184,439
Income before equity net loss of affiliate			284,079		261,472		626,127		567,152
Equity net loss of affiliate			2,073		597		3,652		1,225
Net income		$	282,006	$	260,875	$	622,475	$	565,927

Net income per common share:
Basic		$	6.57	$	5.80	$	14.35	$	12.53
Diluted		$	6.55	$	5.78	$	14.31	$	12.49

Weighted average common shares outstanding:
Basic			42,955		44,955		43,368		45,158
Diluted			43,062		45,112		43,513		45,297

See accompanying notes to consolidated financial statements.

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Ulta Beauty, Inc.

Consolidated Statements of Comprehensive Income

(Unaudited)


		13 Weeks Ended						26 Weeks Ended
		August 1,			August 2,			August 1,			August 2,
(In thousands)		2026			2025			2026			2025
Net income		$	282,006		$	260,875		$	622,475		$	565,927
Other comprehensive income:
Foreign currency translation adjustments			(2,971)			—			(6,643)			—
Comprehensive income		$	279,035		$	260,875		$	615,832		$	565,927

See accompanying notes to consolidated financial statements.

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Ulta Beauty, Inc.

Consolidated Statements of Cash Flows

(Unaudited)


		26 Weeks Ended
		August 1,			August 2,
(In thousands)		2026			2025
Operating activities
Net income		$	622,475		$	565,927
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			162,724			143,198
Non-cash lease expense			178,326			183,528
Deferred income taxes			1,524			2,232
Stock-based compensation expense			21,063			20,338
Loss on disposal of property and equipment			8,404			4,689
Equity net loss of affiliate			3,652			1,225
Change in operating assets and liabilities:
Receivables			47,127			(198)
Merchandise inventories			(226,791)			(366,091)
Prepaid expenses and other current assets			5,645			(21,657)
Income taxes			(68,104)			(70,406)
Accounts payable			(47,328)			98,115
Accrued liabilities			(120,902)			(3,881)
Deferred revenue			(39,821)			(44,418)
Operating lease liabilities			(178,756)			(180,316)
Other assets and liabilities			12,352			(15,742)
Net cash provided by operating activities			381,590			316,543

Investing activities
Proceeds from short-term investments			15,000			—
Capital expenditures			(139,534)			(155,988)
Acquisitions, net of cash acquired			—			(386,793)
Other investments			(9,446)			(17,130)
Net cash used in investing activities			(133,980)			(559,911)

Financing activities
Borrowings from short-term debt			1,358,274			593,641
Payments on short-term debt			(1,080,032)			(333,100)
Repurchase of common shares			(793,183)			(479,242)
Stock options exercised			12,904			14,851
Purchase of treasury shares			(10,876)			(13,238)
Net cash used in financing activities			(512,913)			(217,088)

Effect of exchange rate changes on cash and cash equivalents			(489)			—
Net decrease in cash and cash equivalents			(265,792)			(460,456)
Cash and cash equivalents at beginning of period			424,243			703,201
Cash and cash equivalents at end of period		$	158,451		$	242,745

Supplemental information
Income taxes paid, net of refunds		$	264,270		$	252,013
Non-cash investing and financing activities:
Non-cash capital expenditures			47,417			62,621
Repurchase of common shares in accrued liabilities			2,000			3,998

See accompanying notes to consolidated financial statements.

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Ulta Beauty, Inc.

Consolidated Statements of Stockholders’ Equity

(Unaudited)


							Treasury -											Accumulated
		Common Stock					Common Stock					Additional						Other			Total
		Issued					Treasury					Paid-In			Retained			Comprehensive			Stockholders'
(In thousands)		Shares		Amount			Shares		Amount			Capital			Earnings			(Loss) Income			Equity
Balance – January 31, 2026		45,048		$	450		(882)		$	(120,442)		$	1,182,754		$	1,736,929		$	3,760		$	2,803,451
Net income		—			—		—			—			—			340,469			—			340,469
Stock-based compensation		—			—		—			—			10,490			—			—			10,490
Foreign currency translation adjustments		—			—		—			—			—			—			(3,672)			(3,672)
Stock options exercised and other awards		59			1		—			—			1,353			—			—			1,354
Purchase of treasury shares		—			—		(20)			(10,799)			—			—			—			(10,799)
Repurchase of common shares, including excise tax		(958)			(9)		—			—			(5,341)			(554,988)			—			(560,338)
Balance – May 2, 2026		44,149		$	442		(902)		$	(131,241)		$	1,189,256		$	1,522,410		$	88		$	2,580,955
Net income		—			—		—			—			—			282,006			—			282,006
Stock-based compensation		—			—		—			—			10,573			—			—			10,573
Foreign currency translation adjustments		—			—		—			—			—			—			(2,971)			(2,971)
Stock options exercised and other awards		39			—		—			—			11,550			—			—			11,550
Purchase of treasury shares		—			—		—			(77)			—			—			—			(77)
Repurchase of common shares, including excise tax		(481)			(5)		—			—			(2,165)			(236,125)			—			(238,295)
Balance – August 1, 2026		43,707		$	437		(902)		$	(131,318)		$	1,209,214		$	1,568,291		$	(2,883)		$	2,643,741

See accompanying notes to consolidated financial statements.

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Ulta Beauty, Inc.

Consolidated Statements of Stockholders’ Equity

(Unaudited)


							Treasury -
		Common Stock					Common Stock					Additional						Total
		Issued					Treasury					Paid-In			Retained			Stockholders'
(In thousands)		Shares		Amount			Shares		Amount			Capital			Earnings			Equity
Balance – February 1, 2025		46,809		$	468		(844)		$	(106,793)		$	1,120,769		$	1,473,909		$	2,488,353
Net income		—			—		—			—			—			305,052			305,052
Stock-based compensation		—			—		—			—			11,418			—			11,418
Stock options exercised and other awards		100			1		—			—			480			—			481
Purchase of treasury shares		—			—		(36)			(12,911)			—			—			(12,911)
Repurchase of common shares, including excise tax		(987)			(10)		—			—			(3,358)			(358,722)			(362,090)
Balance – May 3, 2025		45,922		$	459		(880)		$	(119,704)		$	1,129,309		$	1,420,239		$	2,430,303
Net income		—			—		—			—			—			260,875			260,875
Stock-based compensation		—			—		—			—			8,920			—			8,920
Stock options exercised and other awards		78			1		—			—			14,369			—			14,370
Purchase of treasury shares		—			—		(1)			(327)			—			—			(327)
Repurchase of common shares, including excise tax		(244)			(2)		—			—			(740)			(109,539)			(110,281)
Balance – August 2, 2025		45,756		$	458		(881)		$	(120,031)		$	1,151,858		$	1,571,575		$	2,603,860

See accompanying notes to consolidated financial statements.

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Ulta Beauty, Inc.

Notes to Consolidated Financial Statements

(In thousands, except per share and store count data) (Unaudited)

1.Business and basis of presentation

Ulta Beauty, Inc. was founded in 1990 to operate specialty retail stores selling cosmetics, fragrance, haircare and skincare products, and related accessories and services. Nearly every store in the United States (U.S.) features a full-service salon. As used in these notes and throughout this Quarterly Report on Form 10-Q, all references to “we,” “us,” “our,” “Ulta Beauty,” or the “Company” refer to Ulta Beauty, Inc. and its consolidated subsidiaries.

As of August 1, 2026, the Company operated 1,622 stores worldwide: 1,534 Ulta Beauty stores in the U.S. located in 50 states, 86 Space NK stores located in the United Kingdom (U.K.), and 2 Space NK stores located in Ireland.

The accompanying unaudited consolidated financial statements and related notes have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and the U.S. Securities and Exchange Commission’s Article 10, Regulation S-X. These financial statements were prepared on a consolidated basis to include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts, transactions, and unrealized profit were eliminated in consolidation. In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary to fairly state the financial position and results of operations and cash flows for the interim periods presented.

The Company’s business is subject to seasonal fluctuation, with significant portions of net sales and net income being realized during the fourth quarter of the fiscal year due to the holiday selling season. The results for the 13 and 26 weeks ended August 1, 2026 are not necessarily indicative of the results to be expected for the fiscal year ending January 30, 2027, or for any other future interim period or any future year.

These unaudited interim consolidated financial statements and the related notes should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2026. All amounts are stated in thousands, with the exception of per share amounts and number of stores.

2.Summary of significant accounting policies

Information regarding significant accounting policies is contained in Note 2, “Summary of significant accounting policies,” to the consolidated financial statements in the Annual Report on Form 10-K for the year ended January 31, 2026. Presented below and in the following notes is supplemental information that should be read in conjunction with “Notes to Consolidated Financial Statements” in the Annual Report.

Fiscal quarter

The Company’s quarterly periods are the 13 weeks ending on the Saturday closest to April 30, July 31, October 31, and January 31 each year. The second quarters of fiscal 2026 and 2025 ended on August 1, 2026 and August 2, 2025, respectively.

Use of estimates

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the accounting period. Actual results could differ from those estimates. The Company considers its accounting policies relating to inventory valuations, vendor allowances, impairment of long-lived tangible and right-of-use assets, impairment of goodwill and other intangible assets, loyalty program, income taxes, and business combinations to be the most significant accounting policies that involve management estimates and judgments. Significant changes, if any, in those

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estimates and assumptions resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods.

Recent accounting pronouncements not yet adopted

Income Statement – Reporting Comprehensive Income (Topic 220-40): Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income (Topic 220-40): Expense Disaggregation Disclosures. This update requires, among other things, more detailed disclosure about types of expenses in commonly presented expense captions such as cost of sales and selling, general and administrative (SG&A) expenses and is intended to improve the disclosures about an entity’s expenses including purchases of inventory, employee compensation, depreciation, and amortization. The ASU is effective for fiscal years beginning after December 15, 2026, and interim reporting periods within fiscal years beginning after December 15, 2027. The Company is evaluating the impact of adopting ASU 2024-03 on the consolidated financial statements and disclosures.

Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software

In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The ASU is intended to improve and modernize the accounting for software costs to better align with the evolution of software development. The ASU is effective for fiscal years beginning after December 15, 2027, and interim reporting periods within fiscal years beginning after December 15, 2027. Early adoption is permitted as of the beginning of an annual reporting period. The amendments may be applied prospectively, retrospectively to prior periods presented, or using an alternative transition approach that applies prospective transition to new projects and in-process projects for which capitalization has not begun and modified retrospective transition to in-process projects for which capitalization has begun as of the date of adoption. The Company is evaluating the impact of adopting ASU 2025-06 on the consolidated financial statements.

Interim Reporting (Topic 270)

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This ASU provides enhancements and clarifications to interim disclosure requirements and the applicability of Accounting Standards Codification (“ASC”) Topic 270 – Interim Reporting. The amendments establish a comprehensive listing of required interim disclosures and improve navigability and consistency in interim reporting. The ASU also introduces a new disclosure principle that requires entities to disclose events occurring after the end of the most recent annual period that have a material impact on the entity. Additionally, the amendments clarify the types of interim financial statements subject to GAAP (including condensed statements) and provide presentation and content requirements for interim periods. The guidance is effective for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the impact of adopting ASU 2025-11 on the consolidated financial statements and related disclosures.

Codification Improvements

In December 2025, the FASB issued ASU 2025-12, Codification Improvements, which represents changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. The amendments make the Codification easier to understand and apply. The amendments are effective for interim and annual periods beginning after December 15, 2026, with early adoption permitted. The Company is evaluating the impact of adopting ASU 2025-12 on the consolidated financial statements and related disclosures.

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3.Revenue

Net sales include retail stores and e-commerce merchandise sales as well as salon services and other revenue. Other revenue includes other revenue sources such as the private label and co-branded credit card programs, deferred revenue related to the loyalty program and gift card breakage, royalties, and commissions.

Disaggregated revenue

The following table sets forth the approximate percentage of net sales by primary category:


	13 Weeks Ended		26 Weeks Ended
	August 1,	August 2,	August 1,	August 2,
(Percentage of net sales)	2026	2025	2026	2025
Cosmetics	37%	38%	38%	39%
Skincare and wellness	24%	25%	24%	25%
Haircare	20%	19%	19%	19%
Fragrance	13%	12%	13%	11%
Services	4%	4%	4%	4%
Other	2%	2%	2%	2%
	100%	100%	100%	100%

Deferred revenue

Deferred revenue primarily represents contract liabilities for the obligation to transfer additional goods or services to a guest for which the Company has received consideration, such as unredeemed loyalty points and unredeemed gift cards. In addition, breakage on gift cards is recognized proportionately as redemption occurs.

The following table provides a summary of the changes included in deferred revenue during the 13 and 26 weeks ended August 1, 2026 and August 2, 2025:


	13 Weeks Ended				26 Weeks Ended
	August 1,		August 2,		August 1,			August 2,
(In thousands)	2026		2025		2026			2025
Beginning balance	$	531,564	$	455,260	$	574,035		$	492,907
Additions to contract liabilities (1)		156,967		123,639		322,653			286,294
Deductions to contract liabilities (2)		(155,550)		(126,931)		(363,707)			(327,233)
Ending balance	$	532,981	$	451,968	$	532,981		$	451,968

(1)	Loyalty points and gift cards issued in the current period but not redeemed or expired.

(2)	Revenue recognized in the current period related to the beginning liability.

Other amounts included in deferred revenue were $9,436 and $8,219 at August 1, 2026 and August 2, 2025, respectively.

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4.Goodwill and other intangible assets

Goodwill

Goodwill represents the excess of cost over the fair value of net assets acquired. 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. The changes in the carrying amounts of goodwill during the 26 weeks ended August 1, 2026 and August 2, 2025 were as follows:


	August 1,			August 2,
(In thousands)	2026			2025
Beginning balance	$	226,421		$	10,870
Acquisitions		—			381,736
Effect of exchange rate changes		(3,275)			—
Ending balance	$	223,146		$	392,606

Other intangible assets

Intangible assets with definite lives are amortized over their useful lives. The recoverability of definite-lived intangible assets is reviewed whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable.

Intangible assets with indefinite lives, which primarily consist of trademarks, are not amortized but instead evaluated for impairment annually or more frequently if events or circumstances indicate that the intangible asset might be impaired. This analysis is dependent upon a number of uncertain factors and is typically performed in conjunction with the goodwill impairment analysis discussed above and is similar to the analysis performed at acquisition.

The changes in the carrying amounts of other intangible assets during the 26 weeks ended August 1, 2026 and August 2, 2025 were as follows:


	August 1,			August 2,
(In thousands)	2026			2025
Beginning balance	$	203,288		$	204
Acquisitions		—			5,466
Amortization		—			(204)
Effect of exchange rate changes		(3,088)			—
Ending balance	$	200,200		$	5,466

5.Leases

The Company leases retail stores, distribution centers, fast fulfillment centers, market fulfillment centers, corporate offices, and certain equipment under non-cancelable operating leases with various expiration dates through 2041. All leases are classified as operating leases and generally have initial lease terms of 10 years and, when determined applicable, include renewal options under substantially the same terms and conditions as the original leases. Leases do not contain any material residual value guarantees or material restrictive covenants.

Lease cost

The majority of operating lease cost relates to retail stores, distribution centers, fast fulfillment centers, and market fulfillment centers and is classified within cost of sales. Operating lease cost for corporate offices is classified within selling, general and administrative expenses. Operating lease cost from the control date through store opening date is classified within pre-opening expenses.

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The following table presents a summary of operating lease costs:


	13 Weeks Ended				26 Weeks Ended
	August 1,		August 2,		August 1,		August 2,
(In thousands)	2026		2025		2026		2025
Operating lease cost	$	102,854	$	94,050	$	207,226	$	187,516

Other information

The following table presents supplemental disclosures of cash flow information related to operating leases:


		26 Weeks Ended
		August 1,		August 2,
(In thousands)		2026		2025
Cash paid for operating lease liabilities (1)		$	232,145	$	211,629
Operating lease assets obtained in exchange for operating lease liabilities (non-cash)			244,856		255,809

(1)	Excludes $25,809 and $27,376 related to cash received for tenant incentives for the 26 weeks ended August 1, 2026 and August 2, 2025, respectively.

6.Commitments and contingencies

The Company is involved in various legal proceedings that are incidental to the conduct of its business including both class action and single plaintiff litigation. In the opinion of management, the amount of any liability with respect to these proceedings, either individually or in the aggregate, would not have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows.

7.Debt

On August 27, 2025, the Company entered into Amendment No. 4 to the Second Amended and Restated Loan Agreement (as so amended, the “Loan Agreement”) with Wells Fargo Bank, National Association, as Administrative Agent, Collateral Agent, and a Lender thereunder; Wells Fargo Bank, National Association and JPMorgan Chase Bank, N.A., as Lead Arrangers and Bookrunners; JPMorgan Chase Bank, N.A., as Syndication Agent and a Lender; and the other lenders party thereto. The Loan Agreement matures on March 13, 2029, provides maximum revolving loans equal to the lesser of $1,000,000 or a percentage of eligible owned inventory and eligible owned receivables (which borrowing base may, at the election of the Company and satisfaction of certain conditions, include a percentage of qualified cash), and contains a $50,000 subfacility for letters of credit. The Loan Agreement contains a requirement to maintain a fixed charge coverage ratio of not less than 1.0 to 1.0 whenever availability under the Loan Agreement falls below a specified threshold. Substantially all of the Company’s assets are pledged as collateral for outstanding borrowings under the Loan Agreement. Outstanding borrowings bear interest, at the Company’s election, at either a base rate plus a margin of 0.5% to 1.0% or the Term Secured Overnight Financing Rate plus a margin of 1.5% to 2.0%, and a credit spread adjustment of 0.10%, with such margins based on the Company’s borrowing availability. The unused line fee is 0.25% to 0.375% per annum. As of August 1, 2026 and August 2, 2025, there was $287,000 and $237,700, respectively, outstanding under the Loan Agreement. The weighted average interest rate was 6.05% and 6.89% for the 26 weeks ended August 1, 2026 and August 2, 2025, respectively. As of January 31, 2026, there were no borrowings outstanding under the Loan Agreement.

Ulta Beauty’s wholly owned subsidiary, Space NK Limited (“Space NK”), maintains a multi-currency revolving credit facility (the “Facility Agreement”) with National Westminster Bank plc, providing up to £40,000 for working capital requirements. The Facility Agreement, maturing on April 17, 2028, allows Space NK to increase the revolving facility by an additional £10,000 with lender consent. The facility is secured by the assets of Space NK and contains a requirement to maintain an interest coverage ratio of not less than 4.0 to 1.0 and a leverage ratio not to exceed 2.0 to 1.0 for any relevant period. Borrowings bear interest at either the compound or term Sterling Overnight Index Average plus a margin of 1.75%, and this facility includes an unused line fee of 0.60% per annum. As of August 1, 2026, January 31,

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2026, and August 2, 2025, there was $52,578, $62,287, and $51,401, respectively, outstanding under the Facility Agreement.

As of August 1, 2026, the Company was in compliance with all terms and covenants of the Loan Agreement and Facility Agreement.

8.Fair value measurements

The carrying value of cash and cash equivalents, accounts receivable, and accounts payable approximates their estimated fair values due to the short maturities of these instruments.

Fair value is measured using inputs from the three levels of the fair value hierarchy, which are described as follows:

●

Level 1 – observable inputs such as quoted prices for identical instruments in active markets.

●

Level 2 – inputs other than quoted prices in active markets that are observable either directly or indirectly through corroboration with observable market data.

●

Level 3 – unobservable inputs in which there is little or no market data, which would require the Company to develop its own assumptions.

Fair value measurements of non-financial assets and non-financial liabilities are primarily used in the impairment analyses of goodwill, other intangible assets, and long-lived tangible assets. These involve fair value measurements on a nonrecurring basis using Level 3 inputs as defined in the fair value hierarchy.

The fair value of other intangible assets, net was valued under the relief from royalty method, which is equal to the present value of the after-tax royalty savings attributable to owning the intangible assets as opposed to paying a third party for the use of those assets. The fair value measurement was based on significant unobservable inputs (Level 3) developed using company-specific information. The key assumptions in applying the relief from royalty method include the applicable projected revenues, discount rate, remaining useful life, and estimated royalty rate.

As of August 1, 2026, January 31, 2026, and August 2, 2025, there were liabilities related to the non-qualified deferred compensation plan included in other long-term liabilities on the consolidated balance sheets of $47,926, $42,470, and $48,417, respectively. The liabilities are categorized as Level 2 as they are based on third-party reported values, which are based primarily on quoted market prices of underlying assets of the funds within the plan.

9.Stock-based compensation

Stock-based compensation expense is measured on the grant date based on the fair value of the award. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period for awards expected to vest. The estimated grant date fair value of stock options was determined using a Black-Scholes valuation model using the following weighted-average assumptions for the periods indicated:



		26 Weeks Ended
		August 1,		August 2,
		2026		2025
Volatility rate		34.0%		34.0%
Average risk-free interest rate		3.8%		3.9%
Average expected life (in years)		3.4		3.4
Dividend yield		—		—

The expected volatility is based on the historical volatility of the Company’s common stock. The risk-free interest rate is based on the United States Treasury yield curve in effect on the date of grant for the respective expected life of the option. The expected life represents the time the options granted are expected to be outstanding. The expected life of options granted is derived from historical data on Ulta Beauty stock option exercises. Forfeitures of stock options are

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estimated at the grant date based on historical rates of stock option activity and reduce the stock-based compensation expense recognized. The Company does not currently pay a regular dividend.

The Company granted 108 and 134 time-based stock options during the 26 weeks ended August 1, 2026 and August 2, 2025, respectively. Stock-based compensation expense for time-based stock options was $1,990 and $2,011 for the 13 weeks ended August 1, 2026 and August 2, 2025, respectively. Stock-based compensation expense for time-based stock options was $3,764 and $5,050 for the 26 weeks ended August 1, 2026 and August 2, 2025, respectively. The weighted-average grant date fair value of these time-based stock options was $153.72 and $109.39 for the 26 weeks ended August 1, 2026 and August 2, 2025, respectively. At August 1, 2026, there was approximately $24,861 of unrecognized stock-based compensation expense related to unvested time-based stock options.

There were 83 and 106 restricted stock units issued during the 26 weeks ended August 1, 2026 and August 2, 2025, respectively. Stock-based compensation expense for restricted stock units was $7,346 and $5,626 for the 13 weeks ended August 1, 2026 and August 2, 2025, respectively. Stock-based compensation expense for restricted stock units was $13,976 and $10,972 for the 26 weeks ended August 1, 2026 and August 2, 2025, respectively. At August 1, 2026, there was approximately $63,701 of unrecognized stock-based compensation expense related to restricted stock units.

There were 3 performance-based restricted stock units issued during the 26 weeks ended August 1, 2026. There were no performance-based restricted stock units issued during the 26 weeks ended August 2, 2025. Stock-based compensation expense for performance-based restricted stock units was $587 and $1,283 for the 13 weeks ended August 1, 2026 and August 2, 2025, respectively. Stock-based compensation expense for performance-based restricted stock units was $2,438 and $4,316 for the 26 weeks ended August 1, 2026 and August 2, 2025, respectively. At August 1, 2026, there was approximately $3,375 of unrecognized stock-based compensation expense related to performance-based restricted stock units.

There were 68 performance stock options issued during the 26 weeks ended August 1, 2026. There were no performance stock options issued during the 26 weeks ended August 2, 2025. Stock-based compensation expense for performance stock options was $650 for the 13 weeks ended August 1, 2026. Stock-based compensation expense for performance stock options was $885 for the 26 weeks ended August 1, 2026. At August 1, 2026, there was approximately $13,089 of unrecognized stock-based compensation expense related to performance stock options.

10.Income taxes

Income tax expense reflects the federal statutory tax rate and the weighted average state statutory tax rate for the states in which the Company operates stores. Income tax expense of $91,878 for the 13 weeks ended August 1, 2026 represents an effective tax rate of 24.6%, compared to $84,795 of income tax expense representing an effective tax rate of 24.5% for the 13 weeks ended August 2, 2025.

Income tax expense of $198,738 for the 26 weeks ended August 1, 2026 represents an effective tax rate of 24.2%, compared to $184,439 of income tax expense representing an effective tax rate of 24.5% for the 26 weeks ended August 2, 2025. The lower effective tax rate is primarily due to the purchase of transferable federal tax credits. These federal tax credits were purchased at a negotiated discount, resulting in an income tax benefit recorded during the 26 weeks ended August 1, 2026.

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11.Net income per common share

The following is a reconciliation of net income and the number of shares of common stock used in the computation of net income per basic and diluted common share:


		13 Weeks Ended						26 Weeks Ended
		August 1,			August 2,			August 1,			August 2,
(In thousands, except per share data)		2026			2025			2026			2025
Numerator:
Net income		$	282,006		$	260,875		$	622,475		$	565,927

Denominator:
Weighted-average common shares – Basic			42,955			44,955			43,368			45,158
Dilutive effect of stock options and non-vested shares			107			157			145			139
Weighted-average common shares – Diluted			43,062			45,112			43,513			45,297

Net income per common share:
Basic		$	6.57		$	5.80		$	14.35		$	12.53
Diluted		$	6.55		$	5.78		$	14.31		$	12.49

The denominator for diluted net income per common share for the 13 weeks ended August 1, 2026 and August 2, 2025 excludes 362 and 217 employee stock options and restricted stock units, respectively, due to their anti-dilutive effects. The denominator for diluted net income per common share for the 26 weeks ended August 1, 2026 and August 2, 2025 excludes 339 and 343 employee stock options and restricted stock units, respectively, due to their anti-dilutive effects. Outstanding performance-based restricted stock units are included in the computation of dilutive shares only to the extent that the underlying performance conditions are satisfied prior to the end of the reporting period or would be considered satisfied if the end of the reporting period were the end of the related contingency period and the results would be dilutive under the treasury stock method.

12.Share repurchase program

In October 2024, the Board of Directors authorized a share repurchase program (the “October 2024 Share Repurchase Program”) pursuant to which the Company may repurchase up to $3,000,000 of the Company’s common stock. The October 2024 Share Repurchase Program authorization revoked the previously authorized but unused amounts from the share repurchase program that was authorized in March 2024. The October 2024 Share Repurchase Program does not have an expiration date and may be suspended or discontinued at any time.

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


	26 Weeks Ended
	August 1,			August 2,
(In thousands)	2026			2025
Shares repurchased		1,439			1,231
Total cost of shares repurchased, including excise tax	$	798,633		$	472,371

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13. Segment reporting

The Company has one reportable segment, which includes retail stores, salon services, and e-commerce. Within the reportable segment, there are significant expense categories included in the measure of the segment’s net income as shown below:


	13 Weeks Ended						26 Weeks Ended
	August 1,			August 2,			August 1,			August 2,
(In thousands)	2026			2025			2026			2025
Net sales	$	3,035,676		$	2,788,469		$	6,199,533		$	5,636,836
Less:
Cost of sales (1)		1,848,724			1,696,773			3,744,961			3,430,921
Associate expenses (2)		436,860			407,579			874,878			794,729
Advertising expense, net (3)		97,562			80,619			190,617			171,228
Pre-opening expenses		4,527			5,105			9,192			6,934
Other segment expenses (1) (4)		268,362			253,539			551,988			486,393
Interest expense (income), net		3,684			(1,413)			3,032			(4,960)
Income tax expense		91,878			84,795			198,738			184,439
Equity net loss of affiliate		2,073			597			3,652			1,225
Net income	$	282,006		$	260,875		$	622,475		$	565,927

(1)

Included within cost of sales and other segment expenses is depreciation and amortization expense of $81,325 and $71,165 for the 13 weeks ended August 1, 2026 and August 2, 2025, respectively, and $162,724 and $143,198 for the 26 weeks ended August 1, 2026 and August 2, 2025, respectively.

(2)

Associate expenses include salaries, wages, bonus, and other forms of compensation related to associates.

(3)

Advertising expense, net consists of print, digital and social media, and television and radio advertising, net of vendor income that is a reimbursement of specific, incremental, and identifiable costs.

(4) Other segment expenses include other corporate overhead and store operating expenses within SG&A expenses.

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this Quarterly Report. This discussion contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, which reflect our current views with respect to, among other things, future events and financial performance. These forward-looking statements are included throughout this Quarterly Report on Form 10-Q, and relate to matters such as our industry, business strategy, goals, and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity, share repurchases, and capital resources and other financial and operating information. You can identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “plans,” “estimates,” “targets,” “strategies,” or other comparable words.

Any forward-looking statements contained in this Quarterly Report on Form 10-Q are based upon our historical performance and on current plans, estimates, and expectations. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates, targets, strategies, or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks, uncertainties, assumptions, and changes in circumstances that are difficult to predict or quantify. Our expectations, beliefs, and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that our expectations, beliefs, and projections will result or be achieved. Actual results may differ materially from these expectations due to changes in global, regional, or local economic, business, competitive, market, regulatory, and other factors, many of which are beyond our control. We believe that these factors include but are not limited to those described under Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended January 31, 2026, 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 Quarterly Report on Form 10-Q speak only as of the date of this Quarterly Report and are expressly qualified in their entirety by the cautionary statements included in this Quarterly Report. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, investments, or other strategic transactions we may make. Except to the extent required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

References in the following discussion to “we,” “us,” “our,” “Ulta Beauty,” the “Company” and similar references mean Ulta Beauty, Inc. and its consolidated subsidiaries, unless otherwise expressly stated or the context otherwise requires.

Overview

We were founded in 1990 as a beauty retailer at a time when prestige, mass, and salon products were sold through distinct channels – department stores for prestige products; drug stores and mass merchandisers for mass products; and salons and authorized retail outlets for professional haircare products. We developed a unique specialty retail concept that offers a broad range of brands and price points, select beauty services, and a convenient and welcoming shopping environment. We define our target consumer as a beauty enthusiast, a consumer who is passionate about the beauty category, uses beauty for self-expression, experimentation, and self-investment, and has high expectations for their shopping experience. Based on our consumer insights research, we estimate there are approximately 140 million beauty enthusiasts in the U.S. We believe our strategy provides us with competitive advantages that have contributed to our financial performance.

Today, our U.S. operations (“Ulta U.S.”) make us the largest specialty beauty retailer in the United States and the premier beauty destination for cosmetics, fragrance, skincare, bath and body products, haircare, salon styling tools, wellness products, and salon services. In addition to our U.S. operations, we are expanding our presence internationally

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through our subsidiary, Space NK, a luxury beauty retailer operating in the U.K. and Ireland, our joint venture in Mexico, and our franchise in the Middle East.

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

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

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

Over the long term, our growth strategy is to drive profitable growth and market share leadership in beauty and wellness through growing our comparable sales, expanding omnichannel capabilities, and opening new stores. Long-term operating profit is expected to increase as a result of our efforts to drive revenue growth, leverage fixed costs, increase operating efficiencies, and grow other revenue, partially offset by incremental investments to enhance the guest experience, people, assortment, advertising, and depreciation.

Current Trends

Industry trends

The overall U.S. beauty market expanded in 2025 and the first half of 2026, supported by ongoing consumer engagement with and resilience in the beauty category. We remain confident that our differentiated and diverse business model, our commitment to strategic investments, and our highly engaged associates will continue to drive market share gains in the U.S. beauty category over the long term.

Impact of inflation and other macroeconomic trends

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

Basis of presentation

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

We recognize merchandise revenue at the point of sale in our retail stores. E-commerce sales are recognized upon shipment or guest pickup of the merchandise based on meeting the transfer of control criteria. Retail store and e-commerce sales are recorded net of estimated returns. Shipping and handling are treated as costs to fulfill the contract and not a separate performance obligation. Accordingly, we recognize revenue for our single performance obligation related to online sales at the time control of the merchandise passes to the customer, which is at the time of shipment or

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guest pickup. We provide refunds for merchandise returns within 30 days from the original purchase date. State sales taxes are presented on a net basis as we consider ourselves a pass-through conduit for collecting and remitting state sales tax. Salon service revenue is recognized at the time the service is provided to the guest. Gift card sales revenue is deferred until the guest redeems the gift card. Company coupons and other incentives are recorded as a reduction of net sales. Other revenue includes the private label and co-branded credit card programs, deferred revenue related to the loyalty program and gift card breakage, and royalties.

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

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

●

the general national, regional, and local economic conditions and corresponding impact on customer spending levels;

●

the introduction of new products or brands;

●

the location of new stores in existing store markets;

●

competition and/or alternative distribution channels;

●

our ability to respond on a timely basis to changes in consumer preferences;

●

the effectiveness of our various merchandising and marketing activities; and

●

the number of new stores opened and the impact on the average age of all of our comparable stores.

Cost of sales includes:

●

the cost of merchandise sold, offset by vendor income that is not a reimbursement of specific, incremental, and identifiable costs;

●

distribution costs including labor and related benefits, freight, rent, depreciation and amortization, real estate taxes, utilities, and insurance;

●

shipping and handling costs for e-commerce orders;

●

retail store occupancy costs including rent, depreciation and amortization, real estate taxes, utilities, repairs and maintenance, insurance, and licenses;

●

salon services payroll and benefits; and

●

shrink and inventory valuation reserves.

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

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

●

payroll, bonus, and benefit costs for retail store and corporate employees;

●

advertising and marketing costs, offset by vendor income that is a reimbursement of specific, incremental, and identifiable costs;

●

occupancy costs related to our corporate office facilities;

●

stock-based compensation expense;

●

depreciation and amortization for all assets, except those related to our retail stores and distribution operations, which are included in cost of sales; and

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●

legal, finance, information systems, and other corporate overhead costs.

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

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

Interest income represents interest from cash equivalents, which include highly liquid investments such as money market funds and certificates of deposit with an original maturity of three months or less from the date of purchase. Interest expense includes interest costs and facility fees associated with our credit facilities, which are structured as asset-based lending instruments. Our credit facility interest rates are based on a variable interest rate structure which can result in increased costs in periods of rising or elevated interest rates.

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

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

Results of operations

Our quarterly periods are the 13 weeks ending on the Saturday closest to April 30, July 31, October 31, and January 31 each year. The Company’s second quarter in fiscal 2026 and 2025 ended on August 1, 2026 and August 2, 2025, respectively. Our quarterly results of operations have varied in the past and are likely to do so again in the future. As such, we believe that period-to-period comparisons of our results of operations should not be relied upon as an indication of our future performance.

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


	13 Weeks Ended						26 Weeks Ended
	August 1,			August 2,			August 1,			August 2,
(Dollars in thousands)	2026			2025			2026			2025
Net sales	$	3,035,676		$	2,788,469		$	6,199,533		$	5,636,836
Cost of sales		1,848,724			1,696,773			3,744,961			3,430,921
Gross profit		1,186,952			1,091,696			2,454,572			2,205,915

Selling, general and administrative expenses		802,784			741,737			1,617,483			1,452,350
Pre-opening expenses		4,527			5,105			9,192			6,934
Operating income		379,641			344,854			827,897			746,631
Interest expense (income), net		3,684			(1,413)			3,032			(4,960)
Income before income taxes and equity net loss of affiliate		375,957			346,267			824,865			751,591
Income tax expense		91,878			84,795			198,738			184,439
Income before equity net loss of affiliate		284,079			261,472			626,127			567,152
Equity net loss of affiliate		2,073			597			3,652			1,225
Net income	$	282,006		$	260,875		$	622,475		$	565,927

Other operating data:
Number of stores end of period		1,622			1,556			1,622			1,556
Comparable sales		3.8%			6.7%			4.6%			4.7%

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	13 Weeks Ended						26 Weeks Ended
	August 1,			August 2,			August 1,			August 2,
(Percentage of net sales)	2026			2025			2026			2025
Net sales		100.0%			100.0%			100.0%			100.0%
Cost of sales		60.9%			60.8%			60.4%			60.9%
Gross profit		39.1%			39.2%			39.6%			39.1%

Selling, general and administrative expenses		26.4%			26.6%			26.1%			25.8%
Pre-opening expenses		0.1%			0.2%			0.1%			0.1%
Operating income		12.5%			12.4%			13.4%			13.2%
Interest expense (income), net		0.1%			(0.1%)			0.0%			(0.1%)
Income before income taxes and equity net loss of affiliate		12.4%			12.4%			13.3%			13.3%
Income tax expense		3.0%			3.0%			3.2%			3.3%
Income before equity net loss of affiliate		9.4%			9.4%			10.1%			10.1%
Equity net loss of affiliate		0.1%			0.0%			0.1%			0.0%
Net income		9.3%			9.4%			10.0%			10.0%

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Comparison of 13 weeks ended August 1, 2026 to 13 weeks ended August 2, 2025

Net sales

Net sales increased $247.2 million, or 8.9%, to $3.0 billion for the 13 weeks ended August 1, 2026, compared to $2.8 billion for the 13 weeks ended August 2, 2025. The net sales increase was primarily due to increased comparable sales, the acquisition of Space NK, and sales from new stores. The comparable sales increase of 3.8% for the 13 weeks ended August 1, 2026 was primarily driven by a 3.9% increase in average ticket. The total comparable sales increase for the 13 weeks ended August 2, 2025 was 6.7%.

Gross profit

Gross profit increased $95.3 million, or 8.7%, to $1.2 billion for the 13 weeks ended August 1, 2026, compared to $1.1 billion for the 13 weeks ended August 2, 2025. Gross profit as a percentage of net sales decreased to 39.1% for the 13 weeks ended August 1, 2026, compared to 39.2% for the 13 weeks ended August 2, 2025. The decrease in gross profit margin was primarily due to the impact of the Space NK business mix.

Selling, general and administrative expenses

Selling, general and administrative (SG&A) expenses increased $61.0 million, or 8.2%, to $802.8 million for the 13 weeks ended August 1, 2026, compared to $741.7 million for the 13 weeks ended August 2, 2025. SG&A expenses as a percentage of net sales decreased to 26.4% for the 13 weeks ended August 1, 2026, compared to 26.6% for the 13 weeks ended August 2, 2025, primarily due to lower incentive compensation and leverage of corporate overhead due to strategic enterprise investments, partially offset by higher advertising expenses.

Pre-opening expenses

Pre-opening expenses were $4.5 million for the 13 weeks ended August 1, 2026, compared to $5.1 million for the 13 weeks ended August 2, 2025.

Interest expense (income), net

Interest expense, net was $3.7 million for the 13 weeks ended August 1, 2026, compared to interest income, net of $1.4 million for the 13 weeks ended August 2, 2025. As of August 1, 2026 and August 2, 2025, we had $339.6 million and $289.1 million, respectively, outstanding under our credit facilities.

Income tax expense

Income tax expense of $91.9 million for the 13 weeks ended August 1, 2026 represents an effective tax rate of 24.6%, compared to $84.8 million of income tax expense representing an effective tax rate of 24.5% for the 13 weeks ended August 2, 2025.

Equity net loss of affiliate

Equity net loss of affiliate was $2.1 million for the 13 weeks ended August 1, 2026 compared to $0.6 million for the 13 weeks ended August 2, 2025, and was related to our joint venture in Mexico in both periods.

Net income

Net income increased 8.1% to $282.0 million for the 13 weeks ended August 1, 2026, compared to $260.9 million for the 13 weeks ended August 2, 2025. The increase in net income is primarily due to the $95.3 million increase in gross profit, partially offset by the $61.0 million increase in SG&A expenses, the $7.1 million increase in income taxes, and the $5.1 million increase in interest expense, net.

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Comparison of 26 weeks ended August 1, 2026 to 26 weeks ended August 2, 2025

Net sales

Net sales increased $562.7 million, or 10.0%, to $6.2 billion for the 26 weeks ended August 1, 2026, compared to $5.6 billion for the 26 weeks ended August 2, 2025. The net sales increase was primarily due to increased comparable sales, the acquisition of Space NK, and sales from new stores. The comparable sales increase of 4.6% for the 26 weeks ended August 1, 2026 was driven by a 3.8% increase in average ticket and a 0.8% increase in transactions. The total comparable sales increase for the 26 weeks ended August 2, 2025 was 4.7%.

Gross profit

Gross profit increased $248.7 million, or 11.3%, to $2.5 billion for the 26 weeks ended August 1, 2026, compared to $2.2 billion for the 26 weeks ended August 2, 2025. Gross profit as a percentage of net sales increased to 39.6% for the 26 weeks ended August 1, 2026, compared to 39.1% for the 26 weeks ended August 2, 2025. The increase in gross profit margin was primarily due to lower inventory shrink and higher merchandise margin, partially offset by unfavorable channel and business mix.

Selling, general and administrative expenses

SG&A expenses increased $165.1 million, or 11.4%, to $1.6 billion for the 26 weeks ended August 1, 2026, compared to $1.5 billion for the 26 weeks ended August 2, 2025. SG&A expenses as a percentage of net sales increased to 26.1% for the 26 weeks ended August 1, 2026, compared to 25.8% for the 26 weeks ended August 2, 2025, primarily due to higher corporate overhead due to strategic enterprise investments and higher store expenses, partially offset by lower incentive compensation.

Pre-opening expenses

Pre-opening expenses were $9.2 million for the 26 weeks ended August 1, 2026, compared to $6.9 million for the 26 weeks ended August 2, 2025.

Interest expense (income), net

Interest expense, net was $3.0 million for the 26 weeks ended August 1, 2026, compared to interest income, net of $5.0 million for the 26 weeks ended August 2, 2025. As of August 1, 2026 and August 2, 2025, we had $339.6 million and $289.1 million, respectively, outstanding under our credit facilities.

Income tax expense

Income tax expense of $198.7 million for the 26 weeks ended August 1, 2026 represents an effective tax rate of 24.2%, compared to $184.4 million of income tax expense representing an effective tax rate of 24.5% for the 26 weeks ended August 2, 2025. The lower income tax rate is primarily due to the purchase of transferable federal tax credits. These federal tax credits were purchased at a negotiated discount, resulting in an income tax benefit recorded during the 26 weeks ended August 1, 2026.

Equity net loss of affiliate

Equity net loss of affiliate was $3.7 million for the 26 weeks ended August 1, 2026 compared to $1.2 million for the 26 weeks ended August 2, 2025, and was related to our joint venture in Mexico in both periods.

Net income

Net income increased 10.0% to $622.5 million for the 26 weeks ended August 1, 2026, compared to $565.9 million for the 26 weeks ended August 2, 2025. The increase in net income is primarily due to the $248.7 million increase in gross profit, partially offset by the $165.1 million increase in SG&A expenses, the $14.3 million increase in income taxes, the $8.0 million increase in interest expense, net, and the $2.4 million increase in equity net loss of affiliate.

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Liquidity and capital resources

Our primary sources of liquidity are cash and cash equivalents, cash flows from operations, and borrowings under our credit facilities. The most significant components of our working capital are merchandise inventories, cash and cash equivalents, and receivables, reduced by accounts payable, deferred revenue, and accrued liabilities. As of August 1, 2026, January 31, 2026, and August 2, 2025, we had cash and cash equivalents and short-term investments of $213.5 million, $494.2 million, and $242.7 million, respectively.

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

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

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

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

Cash flows

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

The following table presents a summary of our cash flows:


		26 Weeks Ended
		August 1,			August 2,
(In thousands)		2026			2025
Net cash provided by operating activities		$	381,591		$	316,543
Net cash used in investing activities			(133,980)			(559,911)
Net cash used in financing activities			(512,914)			(217,088)
Effect of exchange rate changes on cash and cash equivalents			(489)			—
Net decrease in cash and cash equivalents		$	(265,792)		$	(460,456)

Operating activities

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

The increase in net cash provided by operating activities in the first 26 weeks of fiscal 2026 compared to the first 26 weeks of fiscal 2025 was mainly due to the increase in net income, a smaller increase in merchandise inventories in the first 26 weeks of fiscal 2026, and the timing of accounts receivable, prepaid expenses, accounts payable, and accrued liabilities.

Merchandise inventories, net were $2.4 billion at August 1, 2026, remaining flat as compared to $2.4 billion at August 2, 2025, primarily due improved inventory management, partially offset by inventory to support new brand launches and the addition of new stores.

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Investing activities

We have historically used cash primarily for new, remodeled, relocated, and refreshed stores, supply chain investments, short-term investments, and investments in information technology systems. Investing activities for capital expenditures were $139.5 million during the 26 weeks ended August 1, 2026, compared to $156.0 million during the 26 weeks ended August 2, 2025.

The following table presents a summary of consolidated store activities:


	26 Weeks Ended
	August 1,		August 2,
	2026		2025
Stores opened	34		30
Stores remodeled	7		9
Stores relocated	5		4

The decrease in net cash used in investing activities in the first 26 weeks of fiscal 2026 compared to the first 26 weeks of fiscal 2025 was primarily due to the acquisition of Space NK in the second quarter of fiscal 2025.

Our future investments will depend primarily on the number of new, remodeled, and relocated stores, information technology systems, and supply chain investments we undertake and the timing of these expenditures. Based on past performance and current expectations, we believe our sources of liquidity will be sufficient to fund future capital expenditures.

Financing activities

Financing activities include share repurchases, borrowing and repayment of our short-term debt, and capital stock transactions. Purchases of treasury shares represent the fair value of common shares repurchased from plan participants in connection with shares withheld to satisfy minimum statutory tax obligations upon the vesting of restricted stock.

The increase in net cash used in financing activities in the first 26 weeks of fiscal 2026 compared to the first 26 weeks of fiscal 2025 was primarily due to an increase in share repurchases, partially offset by borrowings from short-term debt.

As of August 1, 2026, January 31, 2026, and August 2, 2025, we had $339.6 million, $62.3 million, and $289.1 million, respectively, outstanding under our credit facilities. Short-term debt at the end of the second quarter of fiscal 2026 was primarily to support working capital needs and ongoing capital allocation priorities, including share repurchases.

Share repurchase program

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

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


	26 Weeks Ended
	August 1,			August 2,
(Dollars in millions)	2026			2025
Shares repurchased		1,438,761			1,231,292
Total cost of shares repurchased, including excise tax	$	798.6		$	472.4

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Credit facilities

On August 27, 2025, we entered into Amendment No. 4 to the Second Amended and Restated Loan Agreement (as so amended, the “Loan Agreement”) with Wells Fargo Bank, National Association, as Administrative Agent, Collateral Agent, and a Lender thereunder; Wells Fargo Bank, National Association and JPMorgan Chase Bank, N.A., as Lead Arrangers and Bookrunners; JPMorgan Chase Bank, N.A., as Syndication Agent and a Lender; and the other lenders party thereto. The Loan Agreement matures on March 13, 2029, provides maximum revolving loans equal to the lesser of $1.0 billion or a percentage of eligible owned inventory and eligible owned receivables (which borrowing base may, at the election of the Company and satisfaction of certain conditions, include a percentage of qualified cash), and contains a $50.0 million subfacility for letters of credit. The Loan Agreement contains a requirement to maintain a fixed charge coverage ratio of not less than 1.0 to 1.0 whenever availability under the Loan Agreement falls below a specified threshold. Substantially all of the Company’s assets are pledged as collateral for outstanding borrowings under the Loan Agreement. Outstanding borrowings bear interest, at the Company’s election, at either a base rate plus a margin of 0.5% to 1.0% or the Term Secured Overnight Financing Rate plus a margin of 1.5% to 2.0%, and a credit spread adjustment of 0.10%, with such margins based on the Company’s borrowing availability, and the unused line fee is 0.25% to 0.375% per annum.

As of August 1, 2026 and August 2, 2025, the Company had $287.0 million and $237.7 million, respectively, of borrowings outstanding under this credit facility. The weighted average interest rate was 6.05% and 6.89% for the 26 weeks ended August 1, 2026 and August 2, 2025, respectively. As of January 31, 2026, there were no borrowings outstanding under this credit facility.

Ulta Beauty’s wholly owned subsidiary, Space NK, maintains a multi-currency revolving credit facility (the Facility Agreement) with National Westminster Bank plc, providing up to £40.0 million for working capital requirements. The Facility Agreement, maturing on April 17, 2028, allows Space NK to increase the revolving facility by an additional £10.0 million with lender consent. The facility is secured by the assets of Space NK and contains a requirement to maintain an interest coverage ratio of not less than 4.0 to 1.0 and a leverage ratio not to exceed 2.0 to 1.0 for any relevant period. Borrowings bear interest at either the compound or term Sterling Overnight Index Average plus a margin of 1.75%, and an unused line fee of 0.60% per annum. As of August 1, 2026 and August 2, 2025, there was $52.6 million and $51.4 million, respectively, outstanding under this credit facility.

As of August 1, 2026, we were in compliance with all terms and covenants of the Loan Agreement and Facility Agreement.

Seasonality

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

Critical accounting policies and estimates

Management’s discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these consolidated financial statements required the use of estimates and judgments that affect the reported amounts of our assets, liabilities, revenues, and expenses. Management bases estimates on historical experience and other assumptions it believes to be reasonable under the circumstances and evaluates these estimates on an on-going basis. Actual results may differ from these estimates. There have been no significant changes to the critical accounting policies and estimates included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026.

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Item 3.Quantitative and Qualitative Disclosures About Market Risk

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

Interest rate risk

We are exposed to interest rate risks primarily through borrowings under our credit facilities. Interest on our borrowings is based upon variable rates. As of August 1, 2026, January 31, 2026, and August 2, 2025, we had $339.6 million, $62.3 million, and $289.1 million, respectively, outstanding under our credit facilities.

A hypothetical 1% increase in interest rates on variable debt would not have a material impact on our consolidated financial statements for the 26 weeks ended August 1, 2026.

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 (loss) income and will not be recognized in the statement of income until there is a liquidation or sale of foreign subsidiaries.

Item 4.Controls and Procedures

Evaluation of disclosure controls and procedures over financial reporting

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

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended). Based on management’s evaluation as of August 1, 2026, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that the information required to be disclosed by us in our reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting

There were no changes to our internal controls over financial reporting during the 13 weeks ended August 1, 2026 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Part II - Other Information

Item 1.Legal Proceedings

See Note 6 to our consolidated financial statements, “Commitments and contingencies,” for information on legal proceedings.

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Item 1A.Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended January 31, 2026, which could materially affect our business, financial condition, financial results, or future performance. There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended January 31, 2026.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth repurchases of our common stock during the second quarter of fiscal 2026:


Period		Total number of shares purchased (1)		Average price paid per share			Total number of shares purchased as part of publicly announced plans or programs		Approximate dollar value of shares that may yet be purchased under the plans or programs (in thousands) (2)
May 3, 2026 to May 30, 2026		276,116		$	511.50		276,108		$	1,110,428
May 31, 2026 to June 27, 2026		103,308			470.58		103,255			1,062,131
June 28, 2026 to August 1, 2026		101,202			479.57		101,075			1,014,131
Total (13 weeks ended August 1, 2026)		480,626			495.98		480,438			1,014,131

(1)	There were 480,438 shares repurchased during the 13 weeks ended August 1, 2026 and there were 188 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 the share repurchase program the Board of Directors authorized in October 2024, which revoked the previously authorized but unused amounts under the share repurchase program the Board of Directors authorized in March 2024. As of August 1, 2026, $1.0 billion remained available under the October 2024 Share Repurchase Program.

Item 3.Defaults Upon Senior Securities

None

Item 4.Mine Safety Disclosures

None

Item 5.Other Information

During the 13 weeks ended August 1, 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.

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Item 6.Exhibits

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

EXHIBIT INDEX


			Incorporated by Reference
Exhibit Number	Description of document	Filed Herewith	Form	Exhibit Number	File Number	Filing Date

3.1	Certificate of Incorporation of Ulta Beauty, Inc., as amended through June 9, 2026	X
3.2	Bylaws of Ulta Beauty, Inc., as amended through June 1, 2023		8-K	3.3	001-33764	6/07/2023
10.1	Ulta Beauty, Inc. 2026 Incentive Award Plan*		8-K	10.1	001-33764	6/9/2026
10.2	Form of Restricted Stock Unit Award Agreement under the 2026 Incentive Award Plan*	X
10.3	Form of Option Award Agreement under the 2026 Incentive Award Plan*	X
31.1	Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002	X
31.2	Certification of the Interim Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002	X
32	Certification of the Chief Executive Officer and Interim Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
101.INS	Inline XBRL Instance	X
101.SCH	Inline XBRL Taxonomy Extension Schema	X
101.CAL	Inline XBRL Taxonomy Extension Calculation	X
101.LAB	Inline XBRL Taxonomy Extension Labels	X
101.PRE	Inline XBRL Taxonomy Extension Presentation	X
101.DEF	Inline XBRL Taxonomy Extension Definition	X
104	Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

* A management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on August 27, 2026 on its behalf by the undersigned, thereunto duly authorized.


	ULTA BEAUTY, INC.

	By:	/s/ Christopher Lialios
		Christopher Lialios Senior Vice President and Controller (Principal Accounting Officer)

Ulta Beauty Q2 revenue grows 9% to $3.0B

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