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ULTAUlta Beauty

Consumer discretionary · Specialty Retail · Nasdaq

Ulta Beauty, Inc. (“we,” “us,” “our,” “Ulta Beauty,” or the “Company”) is an international specialty beauty retailer and a premier beauty destination for cosmetics, fragrance, skin care products, wellness products, hair care products, and salon services. 10-K, Item 1

ULTA quote by TradingView
Employees
65,000
Headquarters
Bolingbrook, IL
CEO
Kecia Steelman
Next results
around Dec 3, 2026
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29 paragraphs in Risk Factors of the 10-K filed Mar 26, 2026 with nothing like them in the 10-K filed Mar 27, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.

Compared with the Risk Factors in the latest 10-K of the other 46 Consumer discretionary companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.

We have historically experienced and expect to continue to experience seasonal fluctuations in our net sales, operating income, and net income. A significant portion of our net sales and profits is driven by holidays, such as Valentine’s Day and Mother’s Day in the first and second quarters and the November/December holiday season in the fourth quarter. We must carry a significant amount of inventory, particularly before these selling periods. If we miscalculate demand for our products generally or for our product mix during certain holiday seasons, our net sales could decline or we could accumulate excess inventory, which would harm our financial performance. If we are not successful in selling our inventory during these periods, we may be forced to rely on markdowns or promotional sales to dispose of the excess inventory or may not be able to sell the inventory at all, which could have a material adverse effect on our business, financial condition, and results of operations.

Read in the 10-K ↗

We must maintain sufficient inventory levels of merchandise that our guests desire to successfully operate our business. A shortage of popular merchandise could reduce our net sales. Conversely, we also must seek to avoid accumulating excess inventory to maintain appropriate in-stock levels. If we overstock unpopular merchandise, then we may be forced to take significant inventory markdowns or miss opportunities for the sale of other merchandise, both of which could have a negative impact on our profitability, and, in turn, our sales may decline or we may be required to sell the merchandise we have obtained at lower prices. If we are not successful in managing our inventory balances, our results of operations may be negatively affected.

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

Similar paragraph at 3 of 46 other Consumer discretionary companies: MCD, RL, TPR

Failure to adapt to a rapidly changing technological environment or failure to adopt emerging technologies, including advances relating to AI and agentic commerce, in a timely manner could negatively affect our business. For example, if we are unable to match or surpass the advances in technologies and capabilities of our competitors for either external (guest)-facing or internal use cases, our competitive position could be adversely affected. In addition, if we adopt new technologies such as AI and fail to deploy them effectively or if we, our associates, or third parties acting at our direction use them incorrectly, unethically, or illegally, it could have a negative impact on our business, reputation, and financial results. The development of AI technologies is complex, and there are technical and other challenges associated with achieving the desired level of accuracy, efficiency, and reliability. The algorithms and models utilized in generative AI systems may have limitations, including biases, errors, or the inability to handle certain data types or scenarios. Additionally, there is a risk of system failures, disruptions, or vulnerabilities that could compromise the integrity, security, or privacy of data inputs or generated content. These limitations or failures could result in reputational harm, legal liabilities, or loss of guest, employee, or business partner confidence. Uncertainty regarding the regulation of AI and other burgeoning technologies may require significant resources to modify and maintain business practices to comply with U.S. and non-U.S. laws, the nature of which cannot be determined at this time. An increasing number of jurisdictions around the globe, including several U.S. states, have already proposed or enacted laws governing AI. Other jurisdictions may decide to adopt similar or more restrictive legislation that may render the use of such technologies challenging. These obligations may make it harder for us to conduct our business using AI, lead to regulatory fines or

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Recent or potential future legislative initiatives may seek to increase the federal minimum wage in the United States, as well as the minimum wages in certain individual states or markets. As federal or state minimum wage rates increase, we may need to increase not only the wage rates of our minimum wage associates, but also the wages paid to our other hourly associates. Further, should we fail to increase our wages competitively in response to increasing wage rates, the quality of our workforce could decline, causing our customer service to suffer. Any increase in the cost of our labor could have an adverse effect on our operating costs, financial condition, and results of operations. If we are unable to hire and retain store-level associates capable of providing a high level of customer service, skilled distribution center associates, and other qualified personnel, our business could be materially adversely affected.

Although none of our associates are currently covered under collective bargaining agreements, we cannot guarantee that our associates will not elect to be represented by labor unions in the future. If some or all of our workforce were to become unionized and collectively bargained terms were significantly different from our current compensation arrangements or work practice, it could have a material adverse effect on our business, financial condition, and results of operations.

Similar paragraph at 1 of 46 other Consumer discretionary companies: WYNN
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We offer most of our beauty products for sale through our Ulta.com website and through our mobile applications. As a result, we encounter risks and difficulties frequently experienced by internet-based businesses, including risks related to our ability to attract and retain guests on a cost-effective basis and our ability to operate, support, expand, and develop our internet operations, website, mobile applications and software, and other related operational systems. Although we

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An inability to execute our real estate growth and optimization strategy could affect our financial results.

Similar paragraph at 1 of 46 other Consumer discretionary companies: TJX

Our financial performance could be affected by our ability to successfully grow and optimize our retail store footprint. There is no assurance that we will be able to locate and lease adequate desirable locations that meet our criteria. Additionally, our ability to negotiate favorable lease terms depends on conditions in the real estate markets, including competition for desirable properties, our relationships with current and prospective property owners or shopping center operators, and other factors that may be outside our control. Our financial performance could be further adversely affected if we are unable to successfully optimize our existing retail store fleet, including by opening new stores and relocating existing stores in desirable locations, renewing or extending leases, restructuring leases to obtain more favorable renewal terms, refreshing and remodeling existing stores, and, if necessary, closing underperforming and poorly located stores. If any aspect of our real estate growth and/or optimization strategy does not achieve the results we expect, in whole or in part, we may fail to meet our performance expectations.

In 2025, we expanded internationally through our acquisition of Space NK and the establishment of a joint venture in Mexico and a franchise relationship in the Middle East. Although our international activities are not significant to our financial results, our increasing international presence exposes us to additional risks. We have relatively little operating experience in international markets and may be challenged in replicating our business model in other countries. It is costly to establish, develop, and maintain international operations and promote our brand internationally. For these and other reasons, our international operations may not become profitable on a sustained basis. As international physical, e-commerce, and omnichannel retail and other services grow, competition will intensify, including through adoption of evolving business models. Local companies may have a substantial competitive advantage because of their greater understanding of, and focus on, the local customer, as well as their more established local brand names.

Similar paragraph at 1 of 46 other Consumer discretionary companies: AMZN

In addition, our international operations are subject to a number of unique risks, including those relating to local economic and political conditions; government regulation; restrictive trade policies; restrictions on the sale or distribution of certain products or services; uncertainty regarding liability for products, services, and content, including uncertainty as a result of unfamiliar local laws and legal systems; business licensing or certification requirements; limited fulfillment and technology infrastructure; laws and regulations regarding privacy, data use, data protection, data security, data localization, network security, consumer protection, payments, advertising, and restrictions on pricing or discounts; compliance with the U.S. Foreign Corrupt Practices Act and other applicable U.S. and foreign laws prohibiting corrupt payments to government officials and other third parties; laws and policies of the U.S. and other jurisdictions affecting trade, foreign investment, loans, and taxes; and geopolitical events, including war and terrorism.

Harm to our reputation could adversely impact our ability to attract and retain guests, associates, vendors, and/or other partners.

Negative publicity or perceptions involving us or our brands, products, associates, operations, vendors, spokespersons, or marketing and other partners may negatively impact our reputation and adversely affect our ability to attract and retain guests, associates, vendors, and/or other partners. Failure to detect, prevent, or mitigate issues that might give rise to reputational risk or failure to adequately address negative publicity or perceptions could adversely impact our business, results of operations, and financial condition. Issues that might pose a reputational risk include failure of our cybersecurity measures to protect against cybersecurity incidents; product liability and product recalls; inaccurate claims regarding the sustainability or content/ingredients of the products sold in our stores, including in connection with our Conscious Beauty program; our social media activity; our handling of issues relating to corporate responsibility matters, including our responses to such matters; failure to comply with applicable laws and regulations or enforce our own policies; public stances on controversial social or political issues; concerns surrounding labor, environmental, workplace

safety, and other practices that may vary from U.S. standards in any of our foreign vendors or partners, whether directly or indirectly; and any of the other risks enumerated in these risk factors. As part of our marketing efforts, we rely on social media platforms and other digital marketing to attract and retain guests. A variety of risks are associated with our social media activity and digital marketing, including the improper disclosure of proprietary information, negative comments about or negative incidents regarding us, exposure of personally identifiable information, fraud, or out-of-date information. The inappropriate use of social media and digital marketing vehicles by us, our guests, associates, or others could increase our costs, lead to litigation, or result in negative publicity that could damage our reputation. Many social media platforms immediately publish the content, videos, and/or photographs created or uploaded by their subscribers and participants, often without filters or checks on accuracy of the content posted. Information posted on such platforms at any time may be adverse to our interests and/or inaccurate. The dissemination of negative information related to us or our brands, products, associates, operations, vendors, spokespersons, or partners could harm our business, results of operations, and financial condition, regardless of the information’s accuracy, and the harm may be immediate without affording us an opportunity for redress or correction. It may be difficult to address negative publicity across media channels, regardless of its accuracy or the reputability of its source, and this challenge could be further exacerbated by fictitious media content, such as content produced by generative AI or bad actors. Furthermore, the prevalence of news coverage, the internet, and social media may accelerate and increase the potential scope of any negative publicity we might receive and could increase the negative impact of these issues on our reputation, business, results of operations, and financial condition.

Read in the 10-K ↗

Our private label brand merchandise exposes us to various risks generally encountered by companies that source, manufacture, market, and retail exclusive private label brand merchandise.

In addition to merchandise provided by vendors, we offer private label brand merchandise, which subjects us to certain risks, including:

our ability to successfully and profitably conduct sourcing and manufacturing activities internally or with third-party agents, manufacturers, and distributors;

our failure or our manufacturers’ failure to comply with applicable regulatory requirements, including product safety, working age and conditions, anti-corruption, import and customs, and retail sale restrictions;

claims and lawsuits resulting from injuries associated with the use of our private label brand merchandise;

our ability to successfully protect our intellectual property or other proprietary rights (e.g., defending against counterfeit, knock-offs, grey-market, infringing, or otherwise unauthorized goods);

our ability to successfully navigate and avoid claims related to the intellectual property or other proprietary rights of third parties;

sourcing and manufacturing outside the United States, including foreign laws and regulations, political unrest, disruptions or delays in cross-border shipments, changes in economic conditions in foreign countries, exchange rate and import duty fluctuations, and conducting activities with third-party manufacturers; and

price increases of raw materials used in the manufacturing of our private label brand merchandise and other risks generally encountered by entities that source, manufacture, market, and retail private label brand merchandise.

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We may not realize the anticipated benefits of acquisitions, joint ventures, and partnerships, or these benefits may take longer to realize than expected.

Similar paragraph at 1 of 46 other Consumer discretionary companies: HAS

From time to time, we may make strategic acquisitions and participate in joint ventures and partnerships. Acquisitions, joint ventures, and partnerships we have entered into, or may enter into in the future, may involve significant challenges and risks, including that the acquisitions, joint ventures, or partnerships do not advance our business strategy or fail to produce satisfactory returns on investment. Other risks could include difficulties in integrating acquisitions with our operations, applying internal control processes to these acquisitions (including those related to cybersecurity), managing strategic investments, and/or combining business cultures; regulatory or compliance exposure until appropriate processes and controls are implemented; integration costs and significant attention from management and personnel; failing to realize the anticipated benefits of acquisitions, joint ventures, or partnerships, or the realization of benefits being significantly delayed, including because the businesses acquired may not be complementary or compatible with our business strategy or may not enhance our market position, footprint, or capability set; and due diligence evaluations of potential transactions not identifying all of the business, legal, compliance, and financial risks to accurately estimate the impact of a particular acquisition, joint venture, or partnership, including potential exposure to regulatory sanctions resulting from an acquisition target’s or business partner’s previous activities.

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2 more

We are subject to antibribery and corruption laws, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, that prohibit companies and their intermediaries from making improper payments or providing anything of value to improperly influence government officials or private individuals for the purpose of obtaining or retaining a business advantage. Violations of these laws and regulations could result in criminal or civil sanctions and may have a material adverse effect on our reputation, business, results of operations, and financial condition.

Similar paragraph at 5 of 46 other Consumer discretionary companies: GPC, LVS, MGM, TSCO, WYNN
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We maintain insurance coverages with third-party insurers. However, not every risk or liability is or can be protected by insurance, and, for those risks we insure, the limits of coverage we purchase or that are reasonably obtainable in the market may not be sufficient to cover all actual losses or liabilities incurred. Liability insurance coverage is expensive and there is a risk that commercially available liability insurance will not continue to be available to us at a reasonable cost, if at all. If we or other industry participants sustain significant losses or make significant insurance claims, our ability to obtain future insurance coverage at commercially reasonable rates could be materially adversely affected. An inability to obtain liability insurance, significant increases in the cost of insurance we obtain, or losses in excess of our liability insurance coverage could have a material adverse effect on us.

Any insurance we carry reflects deductibles, self-insured retentions, limits of liability, and similar provisions that we believe are prudent based on our operations. To offset negative insurance market trends, we may elect to self-insure, accept higher insurance deductibles, or reduce the amount of insurance coverage in response to market changes. Additionally, we self-insure a portion of expected losses under our workers’ compensation, general liability, Texas non-subscription plan, and group health insurance programs. We currently self-insure a portion of our commercial insurance deductible risk through our captive insurance company. To the extent that our captive insurance company is unable to bear the insured risk, we may be required to fund additional capital to our captive insurance company or to bear the loss. We use the services of independent actuaries for loss adjustment expense reserve analyses for the aforementioned lines of insurance. Liabilities associated with these lines of insurance are based on actual claim data and estimates of incurred but not reported claims developed using actuarial methodologies, and may be based on historical claim trends, industry factors, claim development, as well as other actuarial assumptions. Unanticipated changes in any applicable actuarial assumptions and management estimates underlying our recorded liabilities for these losses, variability in inflation rates, changes in the nature and method of claims settlement, benefit level changes due to changes in applicable laws, insolvency of insurance carriers, and changes in discount rates could result in materially different expenses than expected under these programs, which could have a material adverse effect on our results of operations and financial condition.

We require many of our vendors to carry their own insurance, and we have indemnity agreements with many of our vendors, but we cannot be assured that (1) any specific claim or lawsuit will be subject to a vendor’s insurance or indemnity agreement, (2) our vendors will carry or maintain such insurance coverage or meet their indemnity obligations, or (3) we will be able to collect payments from our vendors sufficient to offset liability losses or, in the case of our private label brand products, where almost all of the manufacturing occurs outside the United States, that we will be able to collect anything at all.

Read in the 10-K ↗

New in the latest 10-Q

14 paragraphs in the 10-Q filed Aug 27, 2026 with nothing like them in the 10-Q filed Jun 2, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.

Financial statements and notes

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

Read in the 10-Q ↗

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

Read in the 10-Q ↗

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

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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.

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

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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.

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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.

Read in the 10-Q ↗

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.

Read in the 10-Q ↗

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.

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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.

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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.

Read in the 10-Q ↗

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.

Read in the 10-Q ↗

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:

Read in the 10-Q ↗

Market risk

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.

Read in the 10-Q ↗

The 10-Q's risk factors against the 10-K

Item 1A of the 10-Q filed Aug 27, 2026 against Item 1A of the 10-K filed Mar 26, 2026. A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed. Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed, Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal (cut words struck through, new words highlighted and underlined). Text on the page, not a score; each links to the filing at sec.gov.

What the 10-Q itself says about its 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.

Read in the 10-Q ↗

1 paragraph in the 10-Q's Item 1A, and none of them adds, rewords or quietly edits a paragraph of the 10-K's.

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