8-K - ULTA - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 12, 2026

ULTA BEAUTY, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-33764	38-4022268
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

	1000 Remington Blvd. , Suite 120 , Bolingbrook , Illinois ** 60440**
	(Address of Principal Executive Offices and zip code)

( 630 ) 410-4800

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R. §230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. §240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R. §240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. §240.13e-4(c))

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


Title of each class		Trading Symbol		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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On March 12, 2026, Ulta Beauty, Inc. issued a press release regarding its consolidated financial results for the fourth quarter ended January 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibits listed in the Exhibit Index below are being furnished herewith.

Exhibit No.	* *	Description
99.1		Press release issued by Ulta Beauty, Inc. on March 12, 2026 announcing consolidated financial results for the fourth quarter ended January 31, 2026.
104		Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	ULTA BEAUTY, INC.

Date: March 12, 2026	By:	/s/ Rene G. Cásares
		Rene G. Cásares
		Chief Legal Officer

Exhibit 99.1

ULTA BEAUTY ANNOUNCES FOURTH QUARTER AND FISCAL 2025 RESULTS AND PROVIDES FISCAL 2026 GUIDANCE

●	Net sales increased 11.8% and 9.7% for the fourth quarter and fiscal year, respectively
●	Comparable sales increased 5.8% and 5.4% for the fourth quarter and fiscal year, respectively
---	---
●	Diluted EPS was $8.01 and $25.64 for the fourth quarter and fiscal year, respectively
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●	Returned $890.5 million of capital to shareholders through planned share repurchases for the fiscal year
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●	Provided fiscal 2026 guidance for net sales growth of 6.0% to 7.0% and diluted EPS growth of 9.4% to 11.4%
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Bolingbrook, IL – March 12, 2026 – Ulta Beauty, Inc. (NASDAQ: ULTA) today announced consolidated financial results for the thirteen-week period (“fourth quarter”) and fifty-two-week period (“fiscal year”) ended January 31, 2026, compared to the same periods ended February 1, 2025, respectively.

“The Ulta Beauty team closed the year with momentum, delivering strong fourth quarter and full-year sales and continued market share gains. Our better-than-planned financial performance reflects our continued focus on serving our guests and consistently delivering great experiences through better execution, compelling newness, more seamless and convenient experiences, and bold new merchandising and marketing strategies,” said Kecia Steelman, president and chief executive officer. “I am proud of how our team is embracing and executing our Ulta Beauty Unleashed strategy. Looking ahead, we are well positioned for sustainable, profitable growth in 2026 and beyond and are excited to build on our successes to extend our position as the unmatched beauty and wellness destination for all guests across all ages and life stages.”


	13 Weeks Ended				Fiscal Year Ended
	January 31,		February 1,		January 31,		February 1,
(Dollars in millions, except per share data)	2026		2025		2026		2025
Net sales	$	3,898.4	$	3,487.6	$	12,392.8	$	11,295.7
Comparable sales		5.8%		1.5%		5.4%		0.7%
Gross profit (as a percentage of net sales)		38.1%		38.2%		39.1%		38.8%
Selling, general and administrative expenses	$	1,003.1	$	815.6	$	3,296.4	$	2,808.6
Operating income (as a percentage of net sales)		12.2%		14.8%		12.4%		13.9%
Diluted earnings per share	$	8.01	$	8.46	$	25.64	$	25.34

Fourth Quarter of Fiscal 2025 Compared to Fourth Quarter of Fiscal 2024

●	Net sales increased 11.8% to $3.9 billion, primarily due to increased comparable sales, the acquisition of Space NK, and sales from new stores.
●	Comparable sales increased 5.8%, driven by a 4.2% increase in average ticket and a 1.6% increase in transactions.
---	---
●	Gross profit increased 11.2% to $1.5 billion. As a percentage of net sales, gross profit decreased to 38.1% compared to 38.2%, primarily due to unfavorable channel mix, deleverage of store fixed expenses, and deleverage of other revenue, mostly offset by lower inventory shrink and supply chain efficiencies.
---	---
●	Selling, general and administrative (SG&A) expenses increased 23.0% to $1.0 billion. As a percentage of net sales, SG&A expenses increased to 25.7% compared to 23.4%, primarily due to higher corporate overhead due to strategic enterprise investments, higher advertising expenses, and higher incentive compensation.
---	---
●	Operating income was $476.9 million, or 12.2% of net sales.
---	---
●	Diluted earnings per share was $8.01.
---	---

Full Year of Fiscal 2025 Compared to Full Year of Fiscal 2024

●	Net sales increased 9.7% to $12.4 billion, primarily due to increased comparable sales, the acquisition of Space NK, and sales from new stores.
●	Comparable sales increased 5.4%, driven by a 3.3% increase in average ticket and a 2.0% increase in transactions.
---	---
●	Gross profit increased 10.4% to $4.8 billion. As a percentage of net sales, gross profit increased to 39.1% compared to 38.8%, primarily due to lower inventory shrink and higher merchandise margin, partially offset by adverse channel mix, deleverage of other revenue, and deleverage of store fixed expenses.
---	---
●	SG&A expenses increased 17.4% to $3.3 billion. As a percentage of net sales, SG&A expenses increased to 26.6% compared to 24.9%, primarily due to higher incentive compensation, higher store payroll and benefits, and higher corporate overhead due to strategic enterprise investments.
---	---
●	Operating income was $1.5 billion, or 12.4% of net sales.
---	---
●	Diluted earnings per share increased 1.2% to $25.64.
---	---

Balance Sheet and Capital Deployment

Cash and cash equivalents at the end of fiscal 2025 were $424.2 million. Short-term investments at the end of fiscal 2025 were $70.0 million. Short-term debt at the end of fiscal 2025 was $62.3 million.

Merchandise inventories, net at the end of fiscal 2025 increased 10.8% to $2.2 billion. The increase was primarily due to inventory to support new brand launches, the acquisition of Space NK, and 60 net new Ulta Beauty stores.

During fiscal 2025, the Company invested $434.8 million in capital expenditures to support new stores, relocations, and remodels, investments in information technology systems, and supply chain optimization.

During fiscal 2025, the Company repurchased 2.0 million shares of its common stock at a cost of $890.5 million, excluding excise taxes. As of January 31, 2026, $1.8 billion remained available under the $3.0 billion share repurchase program announced in October 2024.

Fiscal 2026 Outlook

Based on current estimates, the Company anticipates the following in fiscal 2026:


			Fiscal 2026 Outlook
Net sales growth			6% to 7%
Comparable sales growth			2.5% to 3.5%
Operating income growth			6% to 9%
Diluted earnings per share			$28.05 to $28.55
Capital expenditures			$400 million to $450 million

Conference Call Information

A conference call to discuss fourth quarter of fiscal 2025 results is scheduled for today, March 12, 2026, at 4:30 p.m. Eastern Time / 3:30 p.m. Central Time. During the conference call, a related presentation will be webcast live. Investors and analysts who are interested in participating in the call are invited to register for the live event at https://q4-2025-ulta-beauty-earnings-conference-call.open-exchange.net/.

A copy of the presentation and a replay of the webcast will be available and archived for a limited time on the company's Investor Relations website at https://www.ulta.com/investor.

About Ulta Beauty

Ulta Beauty (NASDAQ: ULTA) is the largest specialty beauty retailer in the U.S. and a leading destination for cosmetics, fragrance, skin care, hair care, wellness and salon services. Since opening its first store in 1990, Ulta Beauty has grown to more than 1,500 stores across the U.S. and redefined beauty retail by bringing together All Things Beauty. All in One Place^®^. With an expansive product assortment, professional salon services, and its beloved Ulta Beauty Rewards loyalty program, the company delivers seamless, personalized experiences across stores, Ulta.com and the Ulta Beauty App – where the possibilities are truly beautiful. Ulta Beauty is also expanding its presence internationally through its subsidiary, Space NK, a luxury beauty retailer operating in the U.K. and Ireland, its joint venture in Mexico, and its franchise in the Middle East. For more information, visit www.ulta.com.

Forward-Looking Statements

This press release 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 the Company’s current views with respect to, among other things, future events and financial performance. These statements can be identified 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 press release are based upon the Company’s historical performance and on current plans, estimates, and expectations. The inclusion of this forward-looking information should not be regarded as a representation by the Company or any other person that the future plans, estimates, targets, strategies, or expectations contemplated by the Company will be achieved. Such forward-looking statements are subject to various risks and uncertainties, which include, without limitation:

●	macroeconomic conditions, including inflation and elevated interest rates, as well as prior and/or future labor, transportation, and shipping cost pressures (including future uncertain impacts);
●	changes in the overall level of consumer spending and volatility in the economy, including as a result of macroeconomic conditions, tariffs, and geopolitical events;
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●	our ability to sustain our growth plans and successfully implement our long-range strategic and financial plans;
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●	the possibility that we may be unable to compete effectively in our highly competitive markets;
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●	the ability to execute our operational excellence priorities, including continuous improvement and supply chain optimization;
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●	our ability to gauge beauty trends and react to changing consumer preferences in a timely manner;
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●	our ability to successfully deploy artificial intelligence (“AI”) and other emerging technologies, or our failure to utilize such technologies in an effective, ethical, and legal manner;
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●	the possibility of significant interruptions in the operations of our distribution centers, fast fulfillment center, and market fulfillment centers;
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●	the possibility that cybersecurity or information security breaches and other disruptions could compromise our information or result in the unauthorized disclosure of confidential information;
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●	the possibility of material disruptions to our information systems, including our Ulta.com website and mobile applications;
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●	the possibility that we will not realize the anticipated benefits of the acquisition of Space NK for any reason, including due to challenges with integration and/or achieving anticipated acquisition synergies;
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●	the failure to maintain satisfactory compliance with applicable privacy and data protection laws and regulations, including as a result of our international expansion;
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●	changes in the good relationships we have with our brand partners, our ability to continue to obtain sufficient merchandise from our brand partners, and/or our ability to continue to offer permanent or temporary exclusive products of our brand partners;
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●	our ability to effectively manage our inventory and protect against inventory shrink;
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●	changes in the wholesale cost of our products and/or interruptions at our brand partners’ or third-party vendors’ operations;
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●	our ability to execute our international expansion plans and navigate the market, operational, regulatory, and compliance risks that could accompany international growth;
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●	epidemics, pandemics or natural disasters, which could negatively impact sales;
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●	the possibility that new store openings and/or existing locations could be impacted by developer or co-tenant issues or other factors outside of our control;
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●	our ability to attract and retain key executive personnel;
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●	the impact of climate change on our business operations and/or supply chain;
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●	a decline in operating results which could lead to asset impairment and store closure charges; and
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●	other risk factors detailed in the Company’s public filings with the Securities and Exchange Commission (the “SEC”), including risk factors contained in its Annual Report on Form 10-K for the fiscal year ended February 1, 2025, as such may be amended or supplemented in its subsequently filed Quarterly Reports on Form 10-Q.
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The Company’s filings with the SEC are available at www.sec.gov. Except to the extent required by the federal securities laws, the Company does not undertake to publicly update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Contact:

Kiley Rawlins, CFA

Senior Vice President, Investor Relations

krawlins@ulta.com

Media Contact:

Natalie Navarre

Vice President, Public Relations & Social Marketing

nnavarre@ulta.com

Exhibit 1

Ulta Beauty, Inc.

Consolidated Statements of Income

(In thousands, except per share data)


	13 Weeks Ended
	January 31,			February 1,
	2026			2025
	(Unaudited)			(Unaudited)
Net sales	$	3,898,361	100.0%	$	3,487,619	100.0%
Cost of sales		2,414,717	61.9%		2,153,967	61.8%
Gross profit		1,483,644	38.1%		1,333,652	38.2%

Selling, general and administrative expenses		1,003,141	25.7%		815,599	23.4%
Pre-opening expenses		3,561	0.1%		1,732	0.0%
Operating income		476,942	12.2%		516,321	14.8%
Interest expense (income), net		2,624	0.1%		(1,994)	(0.1%)
Income before income taxes and equity net loss of affiliate		474,318	12.2%		518,315	14.9%
Income tax expense		115,994	3.0%		125,045	3.6%
Income before equity net loss of affiliate		358,324	9.2%		393,270	11.3%
Equity net loss of affiliate		1,647	0.0%		—	0.0%
Net income	$	356,677	9.1%	$	393,270	11.3%

Net income per common share:
Basic	$	8.05		$	8.50
Diluted	$	8.01		$	8.46

Weighted average common shares outstanding:
Basic		44,320			46,270
Diluted		44,521			46,476

Exhibit 2

Ulta Beauty, Inc.

Consolidated Statements of Income

(In thousands, except per share data)


	Fiscal Year Ended
	January 31,			February 1,
	2026			2025
	(Unaudited)
Net sales	$	12,392,820	100.0%	$	11,295,654	100.0%
Cost of sales		7,547,596	60.9%		6,908,401	61.2%
Gross profit		4,845,224	39.1%		4,387,253	38.8%

Selling, general and administrative expenses		3,296,411	26.6%		2,808,592	24.9%
Pre-opening expenses		15,821	0.1%		13,689	0.1%
Operating income		1,532,992	12.4%		1,564,972	13.9%
Interest expense (income), net		1,787	(0.0%)		(15,094)	(0.1%)
Income before income taxes and equity net loss of affiliate		1,531,205	12.4%		1,580,066	14.0%
Income tax expense		373,869	3.0%		378,948	3.4%
Income before equity net loss of affiliate		1,157,336	9.3%		1,201,118	10.6%
Equity net loss of affiliate		3,857	0.0%		—	0.0%
Net income	$	1,153,479	9.3%	$	1,201,118	10.6%

Net income per common share:
Basic	$	25.72		$	25.44
Diluted	$	25.64		$	25.34

Weighted average common shares outstanding:
Basic		44,842			47,207
Diluted		44,991			47,404

Exhibit 3

Ulta Beauty, Inc.

Condensed Consolidated Balance Sheets

(In thousands)


		January 31,		February 1,
		2026		2025
		(Unaudited)
Assets
Current assets:
Cash and cash equivalents		$	424,243	$	703,201
Short-term investments			70,000		—
Receivables, net			296,217		223,334
Merchandise inventories, net			2,181,127		1,968,214
Prepaid expenses and other current assets			169,361		129,113
Prepaid income taxes			3,198		4,946
Total current assets			3,144,146		3,028,808

Property and equipment, net			1,434,062		1,239,295
Operating lease assets			1,813,074		1,609,870
Goodwill			226,421		10,870
Other intangible assets, net			203,288		204
Deferred compensation plan assets			53,391		47,951
Other long-term assets			124,912		64,695
Total assets		$	6,999,294	$	6,001,693

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable		$	685,887	$	563,761
Accrued liabilities			551,380		380,241
Deferred revenue			582,378		500,585
Current operating lease liabilities			306,671		288,114
Accrued income taxes			35,739		46,777
Short-term debt			62,287		—
Total current liabilities			2,224,342		1,779,478

Non-current operating lease liabilities			1,813,103		1,635,120
Deferred income taxes			98,766		42,593
Other long-term liabilities			59,632		56,149
Total liabilities			4,195,843		3,513,340

Commitments and contingencies

Total stockholders’ equity			2,803,451		2,488,353
Total liabilities and stockholders’ equity		$	6,999,294	$	6,001,693

Exhibit 4

Ulta Beauty, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)


	Fiscal Year Ended
	January 31,		February 1,
	2026		2025
	(Unaudited)
Operating activities
Net income	$	1,153,479	$	1,201,118
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		300,772		267,042
Non-cash lease expense		351,281		310,636
Deferred income taxes		(3,238)		(43,328)
Stock-based compensation expense		37,426		42,787
Loss on disposal of property and equipment		10,998		11,566
Equity net loss of affiliate		3,857		—
Change in operating assets and liabilities:
Receivables		(71,375)		(15,395)
Merchandise inventories		(135,801)		(226,078)
Prepaid expenses and other current assets		(25,607)		(13,515)
Income taxes		(9,199)		34,772
Accounts payable		89,061		30,297
Accrued liabilities		108,201		6,303
Deferred revenue		73,358		63,994
Operating lease liabilities		(352,836)		(333,835)
Other assets and liabilities		(27,597)		2,241
Net cash provided by operating activities		1,502,780		1,338,605

Investing activities
Purchases of short-term investments		(70,000)		—
Capital expenditures		(434,829)		(374,458)
Acquisitions, net of cash acquired		(386,813)		—
Other investments		(39,704)		(8,631)
Net cash used in investing activities		(931,346)		(383,089)

Financing activities
Borrowings from short-term debt		2,214,888		199,700
Payments on short-term debt		(2,182,316)		(199,700)
Repurchase of common shares		(901,388)		(1,003,328)
Stock options exercised		32,562		12,339
Purchase of treasury shares		(13,649)		(23,761)
Debt issuance costs		(763)		(4,159)
Net cash used in financing activities		(850,666)		(1,018,909)

Effect of exchange rate changes on cash and cash equivalents		274		—
Net decrease in cash and cash equivalents		(278,958)		(63,393)
Cash and cash equivalents at beginning of year		703,201		766,594
Cash and cash equivalents at end of year	$	424,243	$	703,201

Exhibit 5

Ulta Beauty, Inc.

Store Update (Company-Operated)

The following table presents store activities during the fourth quarter of fiscal 2025:


	United States	International (Company-operated)
Opened	5	2
Closed	—	—
Net	5	2

Relocated	—	1
Remodeled	18	—

The following table presents store activities during fiscal 2025:


	United States	International (Company-operated)
Opened	63	4
Closed	3	1
Net	60	3

Relocated	4	2
Remodeled	42	—

The following table presents the number of stores owned at the end of fiscal 2025:


		United States		International (Company-operated)
Number of stores		1,505		86

Exhibit 6

Ulta Beauty, Inc.

Consolidated Sales by Category

The following tables set forth the approximate percentage of net sales by primary category:


		13 Weeks Ended
		January 31,		February 1,
		2026		2025
Cosmetics		35%		36%
Skincare and wellness		24%		23%
Haircare		19%		19%
Fragrance		17%		17%
Services		3%		3%
Other		2%		2%
		100%		100%


		Fiscal Year Ended
		January 31,		February 1,
		2026		2025
Cosmetics		38%		39%
Skincare and wellness		24%		23%
Haircare		19%		19%
Fragrance		13%		13%
Services		4%		4%
Other		2%		2%
		100%		100%