Form 8-K

8-K — Ulta Beauty, Inc.

Accession: 0001104659-26-102438

Filed: 2026-08-27

Period: 2026-08-27

CIK: 0001403568

SIC: 5990 (RETAIL-RETAIL STORES, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ulta-20260827x8k.htm (Primary)

EX-99.1 (ulta-20260827xex99d1.htm)

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8-K

8-K (Primary)

Filename: ulta-20260827x8k.htm · Sequence: 1

ULTA BEAUTY, INC._August 27, 2026

0001403568false00014035682026-08-272026-08-27

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): August 27, 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 August 27, 2026, Ulta Beauty, Inc. issued a press release regarding its consolidated financial results for the second fiscal quarter ended August 1, 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 August 27, 2026 announcing consolidated financial results for the second fiscal quarter ended August 1, 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: August 27, 2026

By:

/s/ Rene G. Cásares

Rene G. Cásares

Chief Legal Officer

EX-99.1

Filename: ulta-20260827xex99d1.htm · Sequence: 2

Exhibit 99.1

ULTA BEAUTY ANNOUNCES SECOND QUARTER FISCAL 2026 RESULTS AND RAISES FISCAL 2026 GUIDANCE

● Net sales increased 8.9%

● Comparable sales increased 3.8%

● Operating income increased 10.1%

● Diluted EPS increased 13.3% to $6.55

● Stock repurchase plan for fiscal 2026 increased to $1.8 billion from $1.5 billion

Bolingbrook, IL – August 27, 2026 – Ulta Beauty, Inc. (NASDAQ: ULTA) today announced consolidated financial results for the thirteen-week period (“second quarter”) ended August 1, 2026, compared to the same period ended August 2, 2025.

13 Weeks Ended

August 1,

August 2,

(Dollars in millions, except per share data)

2026

2025

Net sales

3,035.7

2,788.5

Comparable sales

3.8%

6.7%

Gross profit (as a percentage of net sales)

39.1%

39.2%

Selling, general and administrative expenses

802.8

741.7

Operating income growth

10.1%

4.8%

Diluted earnings per share

6.55

5.78

“Our team delivered another impressive quarter of strong sales, profit, and earnings growth, demonstrating that we are executing with discipline and translating our Ulta Beauty Unleashed strategy into tangible benefits for our guests,” said Kecia Steelman, president and chief executive officer. “We continue to strengthen our position as the ultimate beauty discovery destination, leveraging our unique understanding of our guests to drive excitement and growth through compelling innovation, value, experiences, and convenience.”

Steelman continued, “With our strong first-half performance, we have raised our financial guidance for the year, reflecting our confidence in our strategic priorities and our ability to drive profitable growth and long-term value for all stakeholders in a dynamic environment."

Second Quarter of Fiscal 2026 Compared to Second Quarter of Fiscal 2025

● Net sales increased 8.9% to $3.0 billion, primarily due to increased comparable sales, the acquisition of Space NK, and sales from new stores.

● Comparable sales increased 3.8%.

● Gross profit increased 8.7% to $1.2 billion. As a percentage of net sales, gross profit decreased to 39.1% compared to 39.2%, primarily due to the impact of the Space NK business mix.

● Selling, general and administrative (SG&A) expenses increased 8.2% to $802.8 million, primarily due to the acquisition of Space NK. As a percentage of net sales, SG&A expenses decreased to 26.4% compared to 26.6%.

● Operating income increased 10.1% to $379.6 million. As a percentage of net sales, operating income was 12.5% compared to 12.4%.

● Diluted earnings per share increased 13.3% to $6.55.

Balance Sheet and Capital Deployment

Cash and cash equivalents at the end of the second quarter of fiscal 2026 were $158.5 million. Short-term investments at the end of the second quarter of fiscal 2026 were $55.0 million. Short-term debt at the end of the second quarter of fiscal 2026 was $339.6 million, primarily to support working capital needs and ongoing capital allocation priorities, including share repurchases.

Merchandise inventories, net at the end of the second quarter of fiscal 2026 were $2.4 billion, remaining flat compared to the prior year primarily due to improved inventory management, partially offset by inventory to support new brand launches and the addition of new stores.

During the first six months of fiscal 2026, the Company invested $139.5 million in capital expenditures to support new stores, relocations, remodels, and investments in information technology.

Stock repurchases are a core part of the Company’s capital allocation strategy. During the first six months of fiscal 2026, the Company repurchased 1.4 million shares of its common stock at a cost of $791.1 million, excluding excise taxes. As of August 1, 2026, $1.0 billion remained available under the current $3.0 billion share repurchase program announced in October 2024. The Company now expects to utilize the remaining $1.0 billion available under the current share repurchase authorization by the end of fiscal 2026.

Fiscal 2026 Outlook

Based on current estimates, the Company has updated its outlook for fiscal 2026:

Prior Fiscal 2026 Outlook

Updated Fiscal 2026 Outlook

Net sales growth

6% to 7%

6.7% to 7.2%

Comparable sales growth

2.5% to 3.5%

3.2% to 3.7%

Operating income growth

6.5% to 9%

8.3% to 9.3%

Diluted earnings per share

$28.36 to $28.80

$28.70 to $29.00

Capital expenditures

$400 million to $450 million

no change

Conference Call Information

A conference call to discuss second quarter of fiscal 2026 results is scheduled for today, August 27, 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://q2-2026-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 our current views with respect to, among other things, future events and financial performance. These forward-looking statements are included throughout this press release, 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 press release 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 press release speak only as of the date of this press release and are expressly qualified in their entirety by the cautionary statements included in this press release. 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.

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

August 1,

August 2,

2026

2025

(Unaudited)

Net sales

3,035,676

100.0%

2,788,469

100.0%

Cost of sales

1,848,724

60.9%

1,696,773

60.8%

Gross profit

1,186,952

39.1%

1,091,696

39.2%

Selling, general and administrative expenses

802,784

26.4%

741,737

26.6%

Pre-opening expenses

4,527

0.1%

5,105

0.2%

Operating income

379,641

12.5%

344,854

12.4%

Interest expense (income), net

3,684

0.1%

(1,413)

(0.1%)

Income before income taxes and equity net loss of affiliate

375,957

12.4%

346,267

12.4%

Income tax expense

91,878

3.0%

84,795

3.0%

Income before equity net loss of affiliate

284,079

9.4%

261,472

9.4%

Equity net loss of affiliate

2,073

0.1%

597

0.0%

Net income

282,006

9.3%

260,875

9.4%

Net income per common share:

Basic

6.57

5.80

Diluted

6.55

5.78

Weighted average common shares outstanding:

Basic

42,955

44,955

Diluted

43,062

45,112

Exhibit 2

Ulta Beauty, Inc.

Consolidated Statements of Income

(In thousands, except per share data)

26 Weeks Ended

August 1,

August 2,

2026

2025

(Unaudited)

Net sales

6,199,533

100.0%

5,636,836

100.0%

Cost of sales

3,744,961

60.4%

3,430,921

60.9%

Gross profit

2,454,572

39.6%

2,205,915

39.1%

Selling, general and administrative expenses

1,617,483

26.1%

1,452,350

25.8%

Pre-opening expenses

9,192

0.1%

6,934

0.1%

Operating income

827,897

13.4%

746,631

13.2%

Interest expense (income), net

3,032

0.0%

(4,960)

(0.1%)

Income before income taxes and equity net loss of affiliate

824,865

13.3%

751,591

13.3%

Income tax expense

198,738

3.2%

184,439

3.3%

Income before equity net loss of affiliate

626,127

10.1%

567,152

10.1%

Equity net loss of affiliate

3,652

0.1%

1,225

0.0%

Net income

622,475

10.0%

565,927

10.0%

Net income per common share:

Basic

14.35

12.53

Diluted

14.31

12.49

Weighted average common shares outstanding:

Basic

43,368

45,158

Diluted

43,513

45,297

Exhibit 3

Ulta Beauty, Inc.

Condensed Consolidated Balance Sheets

(In thousands)

August 1,

January 31,

August 2,

2026

2025

(Unaudited)

Assets

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

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

Exhibit 4

Ulta Beauty, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

26 Weeks Ended

August 1,

August 2,

2026

2025

(Unaudited)

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

Exhibit 5

Ulta Beauty, Inc.

Store Update (Company-Operated)

The following table presents store activities during the second quarter of fiscal 2026:

United States

International

Total

Opened

Closed

—

Net

Relocated

Remodeled

—

The following table presents store activities during the first six months of fiscal 2026:

United States

International

Total

Opened

Closed

—

Net

Relocated

Remodeled

—

The following table presents the number of stores owned (total gross square footage of 16.1 million) at the end of the second quarter of fiscal 2026:

United States

International

Total

Number of stores

1,534

1,622

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

August 1,

August 2,

2026

2025

Cosmetics

37%

38%

Skincare and wellness

24%

25%

Haircare

20%

19%

Fragrance

13%

12%

Services

Other

100%

26 Weeks Ended

August 1,

August 2,

2026

2025

Cosmetics

38%

39%

Skincare and wellness

24%

25%

Haircare

19%

Fragrance

13%

11%

Services

Other

100%

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Local phone number for entity.

+ References

No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

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- Definition

Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Number 240

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Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

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-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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