ULTA 8-K Current Reports

Ulta Beauty 8-K Report, Financial Results (Aug 27, 2026)

Ulta Beauty, Inc. (NASDAQ: ULTA) reported consolidated results for the thirteen-week second quarter of fiscal 2026 ended August 1, 2026, and raised its fiscal 2026 guidance. Net sales increased 8.9% to $3.0 billion ($3,035.7 million), driven by higher comparable sales, the acquisition of Space NK, and new stores. Comparable sales increased 3.8%, operating income increased 10.1% to $379.6 million, and diluted earnings per share increased 13.3% to $6.55, compared with $5.78 in the prior-year quarter. Gross margin was 39.1% versus 39.2%, reflecting Space NK business mix, while SG&A rose 8.2% to $802.8 million, primarily due to the Space NK acquisition. For the first half of fiscal 2026, net sales were $6.20 billion and diluted EPS was $14.31, compared with $12.49 a year earlier. The company increased its fiscal 2026 outlook: net sales growth is now expected at 6.7% to 7.2% (previously 6% to 7%), comparable sales growth at 3.2% to 3.7% (previously 2.5% to 3.5%), operating income growth at 8.3% to 9.3% (previously 6.5% to 9%), and diluted EPS of $28.70 to $29.00 (previously $28.36 to $28.80). Capital expenditure guidance is unchanged at $400 million to $450 million. Capital deployment remains a focus. Fiscal 2026 share repurchases were increased to $1.8 billion from $1.5 billion. Year to date, the company repurchased 1.4 million shares for $791.1 million, leaving $1.0 billion under the $3.0 billion program announced in October 2024, which it now expects to use by the end of fiscal 2026. Cash and equivalents were $158.5 million and short-term debt was $339.6 million at quarter end, with merchandise inventories of $2.4 billion, flat year over year.

Aug 27, 2026 8-K

Leadership ChangesRegulation FDExhibits & Filings

Ulta Beauty 8-K Report, Executive Changes (Aug 17, 2026)

Ulta Beauty, Inc. (NASDAQ: ULTA) filed this Form 8-K on August 17, 2026 to report the appointment of Brieane L. Olson as an independent director. The Board appointed Ms. Olson on August 13, 2026, effective August 31, 2026, to fill the seat vacated by Kelly E. Garcia, whose resignation from the Board takes effect on the same date. Ms. Olson's initial term runs until the 2027 Annual Meeting of Stockholders. The Board determined she qualifies as independent under Nasdaq and SEC rules, and it reports no related-party transactions under Item 404(a) of Regulation S-K. Ms. Olson currently serves as Chief Executive Officer of Pacific Sunwear of California, LLC (PacSun), a private specialty retailer, a role she has held since May 2023. She has also been PacSun's President since June 2021 and Chief Brand Officer since July 2020, and she joined PacSun in 2007. The Board cited her experience as a sitting CEO, along with her background in specialty retail, strategic planning, brand building, omnichannel commerce, and merchandising. Her compensation will follow the non-employee director program described in the proxy statement filed April 22, 2026. The press release (Exhibit 99.1) states that Ms. Olson's appointment brings the Board to 10 directors. It also quotes CEO Kecia Steelman linking her insights to the company's Ulta Beauty Unleashed strategy. The filing discloses no financial results, guidance, or financial figures.

Aug 17, 2026 8-K

Ulta Beauty 8-K Report, Executive Changes (Jul 14, 2026)

Ulta Beauty, Inc. filed a Form 8-K on July 14, 2026 to report that Kelly E. Garcia, a member of its Board of Directors, will transition to the role of Chief Technology Officer (CTO), with an anticipated start date of August 31, 2026. Mr. Garcia provided notice of his resignation from the Board, effective as of the date he commences service as CTO. The company issued a press release on the same day announcing the change, furnished as Exhibit 99.1. The press release states that Mr. Garcia has served on the Board since 2022 and that CEO Kecia Steelman views his board experience, including perspectives on emerging technologies such as AI, as valuable in strengthening the executive team. Mr. Garcia most recently served as Executive Vice President and CTO of Domino's Pizza since July 2012, and previously was Vice President of Business Intelligence and North American Operations for R. L. Polk & Company. The release links the appointment to the company's Ulta Beauty Unleashed strategy, which it says is aimed at driving market share growth. The filing does not disclose compensation terms for the new role or any financial results. For investors, the key takeaways are a board seat being vacated and a new executive-level technology leadership appointment, consistent with the company's stated focus on technology capabilities.

Jul 14, 2026 8-K

Leadership ChangesShareholder MattersCorporate Changes+1

Ulta Beauty 8-K Report, Executive Changes (Jun 9, 2026)

Ulta Beauty, Inc. filed this Form 8-K to report results from its 2026 annual meeting of stockholders, held June 9, 2026. Stockholders approved the Ulta Beauty, Inc. 2026 Incentive Award Plan, which replaces the Amended and Restated 2011 Incentive Award Plan. Under the new plan, up to 5,001,201 shares of common stock may be issued, comprising 3,500,000 newly authorized shares and 1,501,201 shares that remained available under the prior plan as of April 13, 2026. The 2026 Plan provides for stock options, stock appreciation rights, restricted stock, dividend equivalents, restricted stock units, and other stock or cash based awards. Stockholders also approved amendments to the certificate of incorporation that provide for exculpation of certain officers to the extent permitted by Delaware law, and that add exclusive forum provisions naming Delaware courts for certain actions and federal district courts for Securities Act of 1933 claims. The Company filed a certificate of amendment with the Delaware Secretary of State on June 9, 2026. Stockholders elected all ten director nominees to serve until the 2027 annual meeting, ratified Ernst & Young LLP as independent registered public accounting firm for fiscal 2026 (ending January 30, 2027), and approved executive compensation on an advisory basis. Approximately 87.42% of the 43,560,416 shares outstanding as of the April 13, 2026 record date were represented at the meeting.

Jun 9, 2026 8-K

Ulta Beauty 8-K Report, Financial Results (Jun 2, 2026)

Ulta Beauty, Inc. (NASDAQ: ULTA) reported consolidated financial results for the first quarter of fiscal 2026, the thirteen-week period ended May 2, 2026, compared with the thirteen weeks ended May 3, 2025, in a press release furnished as Exhibit 99.1 to this Form 8-K. Net sales rose 11.1% to $3.16 billion, driven by higher comparable sales (up 5.3%, reflecting a 3.7% increase in average ticket and a 1.6% increase in transactions), the acquisition of Space NK, and new stores. Gross profit increased 13.8% to $1.27 billion, and gross margin expanded to 40.1% from 39.1%, which the company attributed mainly to lower inventory shrink and higher merchandise margin. Operating income grew 11.6% to $448.3 million, and diluted EPS increased 15.5% to $7.74. The company returned $555.0 million to shareholders through share repurchases, repurchasing 958,323 shares, and $1.3 billion remained available under its $3.0 billion repurchase program announced in October 2024. Merchandise inventories rose 12.5% to $2.4 billion, and cash and cash equivalents declined to $166.3 million at quarter end from $424.2 million at fiscal year-end January 31, 2026. Short-term debt was $144.9 million. For fiscal 2026, Ulta updated its outlook: operating income growth is now expected to be 6.5% to 9% (previously 6% to 9%), and diluted EPS is now expected to be $28.36 to $28.80 (previously $28.05 to $28.55). Net sales growth of 6% to 7%, comparable sales growth of 2.5% to 3.5%, and capital expenditures of $400 million to $450 million were unchanged.

Jun 2, 2026 8-K

Ulta Beauty 8-K Report, Financial Results (Mar 12, 2026)

Ulta Beauty, Inc. (NASDAQ: ULTA) reported consolidated results for its fourth quarter and fiscal year ended January 31, 2026, in a press release furnished as Exhibit 99.1 to this Form 8-K. Net sales rose 11.8% to $3.90 billion in the quarter and 9.7% to $12.39 billion for the fiscal year, with comparable sales up 5.8% and 5.4%, respectively. The increases were attributed to higher comparable sales, the acquisition of Space NK, and new stores. Diluted EPS was $8.01 for the quarter (versus $8.46 a year earlier) and $25.64 for the fiscal year (up 1.2% from $25.34). Operating margin compressed in the quarter to 12.2% from 14.8%, as SG&A expenses rose 23.0% to $1.0 billion, driven by corporate overhead tied to strategic enterprise investments, higher advertising and higher incentive compensation. For fiscal 2026, the company guided to net sales growth of 6% to 7%, comparable sales growth of 2.5% to 3.5%, operating income growth of 6% to 9%, diluted EPS of $28.05 to $28.55, and capital expenditures of $400 million to $450 million. During fiscal 2025 Ulta repurchased 2.0 million shares for $890.5 million, leaving $1.8 billion available under its $3.0 billion program announced in October 2024. Year-end cash was $424.2 million, and merchandise inventories rose 10.8% to $2.2 billion. Management said the company is well positioned for sustainable, profitable growth in 2026 and beyond.

Mar 12, 2026 8-K

Ulta Beauty 8-K Report, Executive Changes (Dec 18, 2025)

On December 18, 2025, Ulta Beauty, Inc. filed a Current Report on Form 8-K under Item 5.02 (Departure of Directors or Certain Officers; Compensatory Arrangements of Certain Officers) and Item 9.01 (Financial Statements and Exhibits). The filing discloses that on December 15, 2025, the company adopted an Executive Severance Plan that provides severance and benefits to its executive officers upon an involuntary termination without Cause, excluding terminations connected to a change in control and terminations due to death or disability, along with certain other exceptions. The company's existing Executive Change in Control and Severance Plan, dated March 24, 2017, will continue to govern eligible terminations under that plan. Under the new Severance Plan, a qualifying executive receives two times base salary in effect at termination, paid bi-weekly over 24 months; one times the lower of target annual bonus or actual bonus for the fiscal year of termination, paid as a lump sum when annual bonuses are paid; and Company-paid COBRA premiums for up to 12 months. Payments are conditioned on a general release of claims and continued compliance with restrictive covenants for 24 months after termination. The Severance Plan fully replaces and supersedes any other severance protections for executive officers, including individual letters or other plans, other than those under the CIC Plan. Outstanding equity awards will be treated under the applicable equity plan and award agreements. The filing is primarily a governance and compensation disclosure rather than a financial-results report. It contains no financial statements, and the plan documents are filed as Exhibits 10.1 and 10.2 and incorporated by reference. The filing was signed by Rene G. Cásares, Chief Legal Officer.

Dec 18, 2025 8-K

Ulta Beauty 8-K Report, Financial Results (Dec 4, 2025)

Ulta Beauty, Inc. reported third-quarter fiscal 2025 results for the thirteen weeks ended November 1, 2025, with net sales increasing 12.9% to $2.9 billion ($2,857.6 million) from $2.5 billion, driven by higher comparable sales, the acquisition of Space NK, and net new store contribution. Comparable sales rose 6.3%, driven by a 3.8% increase in average ticket and a 2.4% increase in transactions. Gross profit margin improved to 40.4% from 39.7%, primarily due to lower inventory shrink and higher merchandise margin, but SG&A expenses rose 23.3% to $840.9 million, lifting SG&A as a percentage of net sales to 29.4% from 27.0%. Operating income was $309.4 million, or 10.8% of net sales, versus $318.5 million, or 12.6%, and net income was $230.9 million, or $5.14 per diluted share, flat with the prior year. For the first nine months of fiscal 2025, net sales increased 8.8% to $8.5 billion and comparable sales increased 5.2%. Diluted earnings per share rose 4.3% to $17.65. The company raised its fiscal 2025 outlook: net sales are now approximately $12.3 billion (previously $12.0 to $12.1 billion), comparable sales are expected to rise 4.4% to 4.7% (previously 2.5% to 3.5%), operating margin is now 12.3% to 12.4% (previously 11.9% to 12.0%), and diluted EPS is now $25.20 to $25.50 (previously $23.85 to $24.30). The balance sheet shows cash of $204.9 million and short-term debt of $551.7 million, up from $199.7 million a year earlier, as the company drew on its revolving credit facility for working capital and capital allocation, including share repurchases. Merchandise inventories, net increased 16.0% to $2.7 billion. Ulta repurchased 1.7 million shares for $693.0 million in the first nine months, with $2.0 billion remaining under its $3.0 billion program. The company operated 1,500 Ulta Beauty stores at quarter end, excluding 84 Space NK stores in the U.K. and Ireland.

Dec 4, 2025 8-K

Ulta Beauty 8-K Report, Executive Changes (Oct 16, 2025)

Ulta Beauty, Inc. (NASDAQ: ULTA) filed this Form 8-K on October 16, 2025 to announce a leadership change in its finance function. On October 10, 2025, the Board appointed Christopher DelOrefice as Chief Financial Officer, principal financial officer and principal accounting officer, effective December 5, 2025. He most recently served as Executive Vice President and Chief Financial Officer of Becton Dickinson & Company since September 2021, and previously spent more than 20 years at Johnson & Johnson. Christopher Lialios, who has been Interim CFO, will return to his former role of Senior Vice President, Controller, effective with DelOrefice's appointment. The filing sets out DelOrefice's compensation package. He will receive an annual base salary of $980,000, a fiscal 2026 annual cash incentive target of 125% of base salary (maximum 200% of target), and a long-term incentive target grant value of 450% of base salary for 2026, expected to be granted in March 2026. He will also receive a $1,000,000 sign-on cash payment, restricted stock units valued at $1,100,000 vesting on the first anniversary of grant, and restricted stock units valued at $2,200,000 vesting on the second anniversary. The sign-on cash payment is subject to repayment if he voluntarily leaves or is terminated for cause during his first year. The equity awards are expected to be granted in December 2025. The press release (Exhibit 99.1) quotes CEO Kecia Steelman welcoming DelOrefice and thanking Lialios for serving as Interim CFO throughout the search. The release states that DelOrefice will join the company to help execute its Ulta Beauty Unleashed strategy. The filing does not disclose any results or guidance.

Oct 16, 2025 8-K

Ulta Beauty 8-K Report, Financial Results (Aug 28, 2025)

Ulta Beauty, Inc. reported results for the second quarter of fiscal 2025, the thirteen weeks ended August 2, 2025, in a press release furnished as Exhibit 99.1 under Item 2.02 of this Form 8-K. Net sales increased 9.3% to $2.8 billion from $2.6 billion, driven by comparable sales growth of 6.7%, the acquisition of Space NK, and new store contribution. Comparable sales growth came from a 3.7% increase in transactions and a 2.9% increase in average ticket. Gross profit margin rose to 39.2% from 38.3%, primarily due to lower inventory shrink and higher merchandise margin. Operating income was $344.9 million, or 12.4% of net sales, versus $329.2 million, or 12.9%, in the prior-year quarter. Net income increased 3.3% to $260.9 million, and diluted earnings per share rose 9.1% to $5.78, including a $0.03 benefit from income tax accounting for stock-based compensation. For the first six months of fiscal 2025, net sales increased 6.8% to $5.6 billion and comparable sales increased 4.7%. Diluted earnings per share were $12.49. Management raised its fiscal 2025 outlook: net sales are now expected at $12.0 billion to $12.1 billion (previously $11.5 billion to $11.7 billion), comparable sales growth at 2.5% to 3.5% (previously 0% to 1.5%), and diluted earnings per share at $23.85 to $24.30 (previously $22.65 to $23.20). Management also cited caution about how consumer demand may evolve in the second half of the year. The balance sheet shows changes tied to the Space NK acquisition. Cash and cash equivalents fell to $242.7 million, and short-term debt was $289.1 million, as the company drew on its revolving credit facility to support the acquisition. Merchandise inventories, net rose 20.5% to $2.4 billion, reflecting new brand launches and net new stores, including 83 acquired with Space NK. During the quarter the company repurchased 244,559 shares for $109.5 million, and $2.2 billion remained under its $3.0 billion repurchase program.

Aug 28, 2025 8-K

Other EventsExhibits & Filings

Ulta Beauty 8-K Report, Executive Changes (Aug 21, 2025)

Ulta Beauty, Inc. filed this Form 8-K on August 21, 2025 to report board changes. On August 20, 2025, the Board increased its size from ten to twelve directors and appointed Martin Brok, 58, and Stephenie Landry, 47, as independent directors, effective September 1, 2025. Both will serve on the Audit and Compensation Committees, and their initial terms run to the 2026 Annual Meeting of Stockholders. The filing discloses no financial results, guidance, or transactions requiring Item 404(a) disclosure. Mr. Brok is Founder & CEO of mb Capital Advisors and an Operating Partner at Advent International. He previously served as Global President & CEO of Sephora (LVMH) and as President, Europe, Middle East & Africa at Starbucks, and he has held senior roles at Nike, Burger King and The Coca-Cola Company. Ms. Landry most recently served as Chief Operating Officer of Honor Technology, and before that held Vice President roles at Amazon, including Vice President of Worldwide Grocery and Vice President of Sustainability. The Board cited their experience in beauty, retail operations, digital and omnichannel, finance, and sustainability as the basis for selection. According to the attached press release (Exhibit 99.1), the appointments bring the Board to 12 directors, with 67% women, 33% racially diverse, and 50% appointed within the last five years. Kecia Steelman, President & Chief Executive Officer, said the new directors will be valuable as the company navigates its next chapter of growth. Compensation will follow the non-employee director program described in the April 23, 2025 proxy statement.

Aug 21, 2025 8-K

Ulta Beauty 8-K Report, Corporate Update (Aug 14, 2025)

On August 14, 2025, Ulta Beauty, Inc. filed a Form 8-K disclosing that it and Target Corporation have mutually agreed not to renew the Ulta Beauty at Target shop-in-shop partnership when the current agreement concludes in August 2026. Until then, the Ulta Beauty at Target experience will continue in Target stores and on Target.com, and guests with linked rewards accounts will continue to earn Ulta Beauty Rewards on eligible purchases until August 2026. The company states that the conclusion of the partnership is not expected to be material to its fiscal 2025 financial results or previously stated long-term financial targets. The disclosure was made under Item 8.01 (Other Events), with the announcing press release furnished as Exhibit 99.1. The press release, which quotes Ulta's chief retail officer and Target's executive vice president and chief commercial officer, states that both companies will maintain a seamless shopping experience and product availability through the end of the partnership. Ulta also stated it is launching Ulta Beauty Marketplace later this year, a curated online destination intended to engage new brands and audiences.

Aug 14, 2025 8-K

Leadership Changes

Ulta Beauty 8-K Report, Executive Changes (Jul 25, 2025)

Ulta Beauty, Inc. filed this Form 8-K under Item 5.02 (Departure of Directors or Certain Officers; Compensatory Arrangements of Certain Officers) on July 25, 2025. The filing reports the departure of Paula Oyibo, the former Chief Financial Officer, Treasurer, principal financial officer, and principal accounting officer, who left the Company effective June 24, 2025 (the "Separation Date"). Ulta Beauty and Ms. Oyibo entered into a Separation and Release Agreement on July 21, 2025. Under the Agreement, Ms. Oyibo will receive severance that includes two years of annual base salary of $754,000 per year, payable over two years; a lump sum equal to her fiscal 2025 annual cash bonus paid at target, or 100% of annual base salary; Company-paid health care benefits for up to 18 months upon election; and outplacement services. Her outstanding unvested equity awards were forfeited under the Amended and Restated 2011 Incentive Award Plan and the applicable award agreements. Receipt of severance is conditioned on her non-revocation of a general release of claims and continued compliance with restrictive covenants, including non-competition and non-solicitation covenants lasting 24 months from the Separation Date. The filing states that the full Agreement will be filed with the Company's Quarterly Report on Form 10-Q for the quarter ending August 2, 2025. The filing is signed by Rene G. Cásares, Chief Legal Officer.

Jul 25, 2025 8-K

Ulta Beauty 8-K Report, Executive Changes (Jun 30, 2025)

Ulta Beauty, Inc. (NASDAQ: ULTA) filed this Form 8-K on June 30, 2025 to disclose a change in its finance leadership. Effective June 24, 2025, Paula Oyibo, the company's former Chief Financial Officer, Treasurer, principal financial officer and principal accounting officer, left the company. Christopher Lialios, Senior Vice President Controller since 2018, was named Interim Chief Financial Officer and principal financial and accounting officer. The company has commenced an external search for a permanent CFO with the assistance of a leading executive search firm. Lialios, 60, is a Certified Public Accountant who joined Ulta Beauty in 1999 as assistant controller. While serving as Interim CFO, his annualized base salary will be $525,000, and his annual cash incentive target will be 100% of base salary. The filing states there are no arrangements or understandings under which he was appointed and no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K. In conjunction with the announcement, made in a June 25, 2025 press release (Exhibit 99.1), the company reaffirmed its fiscal 2025 guidance from its May 29, 2025 release. That guidance calls for comparable store sales growth between 0% and 1.5%, operating margin between 11.7% and 11.8%, and diluted EPS between $22.65 and $23.20. Investors will likely focus on the pace of the permanent CFO search and whether the leadership transition affects execution of the Ulta Beauty Unleashed plan.

Jun 30, 2025 8-K

Shareholder Matters

Ulta Beauty 8-K Report, Shareholder Vote Results (Jun 13, 2025)

Ulta Beauty, Inc. filed this Current Report on Form 8-K dated June 13, 2025 to report the results of its 2025 annual meeting of stockholders, held June 11, 2025. As of the April 14, 2025 record date, 45,147,875 shares of common stock were outstanding and eligible to vote, and approximately 87.52% of shares were represented at the meeting in person or by proxy. Stockholders elected all ten director nominees, Michelle L. Collins, Kelly E. Garcia, Catherine A. Halligan, Patricia A. Little, George R. Mrkonic, Lorna E. Nagler, Heidi G. Petz, Gisel Ruiz, Michael C. Smith and Kecia L. Steelman, to serve until the 2026 annual meeting. Each nominee received more For votes than Against votes, with Against support ranging from 0.08% (Kelly E. Garcia) to 3.22% (Catherine A. Halligan) of votes cast. Stockholders also ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2026, with 36,111,981 votes for (91.39%) and 3,354,349 against (8.49%). In the advisory vote on executive compensation, stockholders approved the company's pay program with 32,532,318 votes for (89.72%), against 3,168,414 (8.74%), and 557,349 abstaining (1.54%), with 3,257,139 broker non-votes. The filing contains no financial results or guidance; its investor relevance lies in the clean director slate and the approval of the executive compensation program, which received the lowest level of support among the three proposals.

Jun 13, 2025 8-K

Ulta Beauty 8-K Report, Financial Results (May 29, 2025)

Ulta Beauty, Inc. (NASDAQ: ULTA) furnished a press release reporting consolidated financial results for its first quarter of fiscal 2025, the thirteen weeks ended May 3, 2025. Net sales increased 4.5% to $2.8 billion ($2,848.4 million), comparable sales rose 2.9% on a 2.3% increase in average ticket and a 0.6% increase in transactions, and net income was $305.1 million, or $6.70 per diluted share, compared with $313.1 million, or $6.47 per diluted share, a year earlier. Operating income was $401.8 million, or 14.1% of net sales, versus $400.9 million, or 14.7%, as SG&A grew 6.7% to $710.6 million and gross margin slipped to 39.1% from 39.2%. The tax rate rose to 24.6% from 23.2%. The company raised its fiscal 2025 outlook for net sales to $11.5 billion to $11.7 billion (from $11.5 billion to $11.6 billion), comparable sales to 0% to 1.5% (from 0% to 1%), and diluted EPS to $22.65 to $23.20 (from $22.50 to $22.90). Operating margin, new store count, remodel projects, share repurchases, capital expenditures and other guidance items were unchanged. CEO Kecia Steelman described the start to the year as encouraging with stronger-than-expected performance, while noting that the operating environment is fluid and the outlook reflects uncertainty around consumer demand. Balance sheet items show cash and cash equivalents of $454.6 million and merchandise inventories of $2.1 billion, up 11.3% year over year, which the company attributed to new brand launches, strategic investments in key categories and 56 net new stores. The company repurchased 986,733 shares for $358.7 million in the quarter and had $2.3 billion remaining under its $3.0 billion repurchase program. It ended the quarter with 1,451 stores totaling 15.2 million square feet.

May 29, 2025 8-K

Leadership Changes

Ulta Beauty 8-K Report, Executive Changes (Mar 14, 2025)

Ulta Beauty, Inc. filed this Form 8-K on March 14, 2025 under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). The filing discloses that on March 13, 2025, Jodi J. Caro, General Counsel, Chief Risk & Compliance Officer and Corporate Secretary, notified the Company that she intends to retire later this spring. The filing states that Ms. Caro's successor will join the Company next month, and that the successor will work with her to ensure a seamless transition. No successor name, compensation terms, or financial results are disclosed in this filing. For investors, the event is a senior legal, risk and compliance leadership change rather than a financial disclosure. The filing does not state any impact on operations or financial performance.

Mar 14, 2025 8-K

Ulta Beauty 8-K Report, Financial Results (Mar 13, 2025)

Ulta Beauty, Inc. (NASDAQ: ULTA) reported fourth-quarter fiscal 2024 results for the thirteen weeks ended February 1, 2025, compared with a fourteen-week quarter a year earlier that included an extra 53rd week. Net sales were $3.5 billion ($3,487.6 million) versus $3.6 billion ($3,554.3 million), and comparable sales increased 1.5%. Operating income was $516.3 million, or 14.8% of net sales, and diluted EPS was $8.46 versus $8.08, including a $0.46 benefit from the extra week. For the full fiscal year, net sales were $11.3 billion, comparable sales rose 0.7%, operating income was $1.6 billion (13.9% of net sales, down from 15.0%), and diluted EPS was $25.34 versus $26.03. The company ended the year with $703.2 million in cash, merchandise inventories of $2.0 billion (up 13.0%), and no borrowings under its revolving credit facility. It repurchased $1.0 billion of shares in fiscal 2024, and $2.7 billion remained under its $3.0 billion repurchase program as of February 1, 2025. The company operated 1,445 stores at year-end after opening 66 new stores during the year. For fiscal 2025, Ulta guided to net sales of $11.5 billion to $11.6 billion, comparable sales of 0% to 1%, an operating margin of 11.7% to 11.8%, and diluted EPS of $22.50 to $22.90. CEO Kecia Steelman said fiscal 2025 will be a pivotal year with purposeful investments aimed at future growth, which the company expects will weigh on near-term margins, with approximately $900 million planned for share repurchases.

Mar 13, 2025 8-K

Ulta Beauty 8-K Report, Executive Changes (Jan 6, 2025)

Ulta Beauty, Inc. filed this Current Report on Form 8-K to disclose a CEO transition. David C. Kimbell, the Company's Chief Executive Officer, will retire from his position and from the Board of Directors, effective January 6, 2025. Kecia L. Steelman, currently President and Chief Operating Officer, succeeds him as President and Chief Executive Officer effective the same date and joins the Board. Mr. Kimbell will serve as an advisor through June 28, 2025, continuing to receive his base salary at the current rate, and will be eligible for continued vesting of his equity awards consistent with the retirement terms of the Company's equity award agreements. In connection with her promotion, Ms. Steelman's annual base salary will increase from $1,118,291 to $1,350,000. Her annual cash incentive target rises from 115% to 180% of base salary, and her long-term incentive plan target rises from 380% to 710% of base salary. The filing states there are no arrangements or understandings under which she was appointed and no related-party transactions requiring disclosure. The accompanying press release also updates fourth-quarter fiscal 2024 expectations. Reflecting stronger-than-expected holiday season performance, the company now expects fourth-quarter comparable sales to increase modestly and operating margin to be above the high end of its previous expected range of 11.6% to 12.4% of sales. The company plans to report fourth-quarter and fiscal 2024 results on March 13, 2025.

Jan 6, 2025 8-K

Regulation FDExhibits & Filings

Ulta Beauty 8-K Report, Financial Results (Dec 5, 2024)

Ulta Beauty, Inc. reported third-quarter fiscal 2024 results for the 13 weeks ended November 2, 2024, furnishing its December 5, 2024 press release as Exhibit 99.1. Net sales rose to $2.53 billion from $2.49 billion, mainly from new store contribution, partly offset by lower other revenue. Comparable sales increased 0.6%, compared with 4.5% in the prior-year quarter, with transactions up 0.5% and average ticket up 0.1%. Operating income was $318.5 million, or 12.6% of net sales, versus $327.2 million, or 13.1%, and diluted EPS was $5.14 compared with $5.07. Gross margin declined to 39.7% from 39.9%, and SG&A rose to 27.0% of net sales from 26.6%, driven by store payroll, corporate overhead tied to strategic investments, and lower incentive compensation. For the first nine months of fiscal 2024, net sales were $7.8 billion, up 2.0% from $7.7 billion, while comparable sales increased 0.3% versus 7.3% a year earlier. Net income was $807.8 million compared with $896.6 million, and diluted EPS was $16.93, including a $0.10 benefit from income tax accounting for stock-based compensation, versus $17.99 a year earlier. Ulta repurchased $267.0 million of stock in the quarter and $764.5 million year to date, leaving $2.9 billion available under its $3.0 billion program announced in October 2024. Management raised parts of its fiscal 2024 outlook. Diluted EPS guidance is now $23.20 to $23.75, up from $22.60 to $23.50, and operating margin is now 12.9% to 13.1%, up from 12.7% to 13.0%. Net sales guidance was narrowed to $11.1 billion to $11.2 billion from $11.0 billion to $11.2 billion, comparable sales guidance is now (1%) to 0% from (2%) to 0%, and capital expenditure guidance is $400 million to $425 million, down from $400 million to $450 million. Cash at quarter end was $177.8 million, and short-term debt was $199.7 million as the company drew on its revolving credit facility.

Dec 5, 2024 8-K

Ulta Beauty 8-K Report, Regulation FD Disclosure (Oct 16, 2024)

Ulta Beauty, Inc. furnished a press release dated October 16, 2024 announcing long-term financial targets and strategic priorities, coinciding with its 2024 Investor Day. The company announced it will increase its long-term store target to 1,800+ stores and plans to open 200 net new stores over the next three years. Ulta also approved a new $3.0 billion share repurchase authorization on October 15, 2024, replacing the prior authorization implemented in March 2024, and reaffirmed its fiscal 2024 guidance, including net sales of $11.0 billion to $11.2 billion and diluted EPS of $22.60 to $23.50. For 2026 and beyond, management set long-term targets of 4% to 6% net sales growth, mid-single-digit operating profit growth with operating margins around 12% of net sales, and low double-digit diluted EPS growth. The CFO described 2024 and 2025 as transitional years as the company manages near-term category dynamics. Capital expenditures are expected to remain between 4% and 5% of net sales, with excess cash returned to shareholders through repurchases. The filing also lists strategic focus areas (Assortment, Experience, Access, Loyalty) and a goal of 50 million loyalty program members by 2028. The filing's forward-looking statements flag risks including macroeconomic conditions, consumer spending volatility, competition, cybersecurity, and execution of Project SOAR, the enterprise resource planning platform replacement.

Oct 16, 2024 8-K

Ulta Beauty 8-K Report, Financial Results (Aug 29, 2024)

Ulta Beauty, Inc. reported results for the second quarter of fiscal 2024, the thirteen weeks ended August 3, 2024, in a press release furnished as Exhibit 99.1. Net sales rose 0.9% to $2.6 billion ($2,552.1 million) from $2.5 billion, driven mainly by new store contribution and growth in other revenue. However, comparable sales decreased 1.2% versus an 8.0% increase a year earlier, reflecting a 1.8% decrease in transactions and a 0.6% increase in average ticket. Net income fell to $252.6 million, or $5.30 per diluted share, from $300.1 million, or $6.02 per diluted share. Management said second-quarter performance did not meet its expectations, primarily because of the comparable store sales decline. Gross margin contracted to 38.3% from 39.3%, reflecting lower merchandise margins and store fixed-cost deleverage. SG&A expenses rose to $644.8 million, or 25.3% of net sales, from 23.7%, driven by store payroll, corporate overhead tied to strategic investments, store expenses, and marketing. Operating income declined to $329.2 million, or 12.9% of net sales, from $391.6 million. For the first six months, net sales were $5.3 billion and comparable sales rose 0.2%. Cash and cash equivalents were $414.0 million at quarter end, and inventories rose 10.1% to $2.0 billion. The company lowered its fiscal 2024 outlook. Net sales are now expected at $11.0 billion to $11.2 billion (previously $11.5 billion to $11.6 billion), comparable sales at (2%) to 0% (previously 2% to 3%), and diluted EPS at $22.60 to $23.50 (previously $25.20 to $26.00). The operating margin outlook was cut to 12.7% to 13.0% from 13.7% to 14.0%. Management kept its share repurchase outlook of approximately $1 billion and its tax rate outlook of approximately 24%, and it reduced capital expenditure guidance to $400 million to $450 million. During the quarter the company repurchased 549,852 shares for $212.3 million, and $1.6 billion remained under its $2.0 billion repurchase program.

Aug 29, 2024 8-K

Shareholder Matters

Ulta Beauty 8-K Report, Shareholder Vote Results (Jun 17, 2024)

Ulta Beauty, Inc. held its 2024 annual meeting of stockholders on June 11, 2024, and stockholders approved all three proposals presented. The record date was April 12, 2024, when 47,935,024 shares of common stock were outstanding and eligible to vote, and approximately 87.35% of all shares were represented in person or by proxy at the meeting. All eight director nominees were elected to serve until the 2025 annual meeting. Michael C. Smith received the highest support at 99.72% of votes cast, while Catherine A. Halligan received the lowest at 93.63%. Stockholders also ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2024, ending February 1, 2025, with 92.09% of votes in favor. In an advisory vote, stockholders approved the company's executive compensation, with 89.19% of votes in favor, 9.43% against and 1.38% abstaining. The filing reports the final voting results only and does not describe any other corporate actions.

Jun 17, 2024 8-K

Ulta Beauty 8-K Report, Financial Results (May 30, 2024)

Ulta Beauty, Inc. furnished a press release (Exhibit 99.1) announcing consolidated results for the first quarter ended May 4, 2024. Net sales were $2.7 billion ($2,725.8 million) compared with $2.6 billion in the year-ago quarter, with comparable sales increasing 1.6%, driven by a 1.3% increase in transactions and a 0.3% increase in average ticket. Net income was $313.1 million, or $6.47 per diluted share, versus $347.1 million, or $6.88 per diluted share, a year earlier. Operating income was $400.9 million (14.7% of net sales) versus $442.1 million (16.8%), with gross profit margin falling to 39.2% from 40.0% on lower merchandise margins and higher inventory shrink, and SG&A rising to 24.4% of net sales from 23.2%, primarily from higher corporate overhead for strategic investments. The company updated its fiscal 2024 outlook, lowering net sales guidance to $11.5 billion to $11.6 billion (from $11.7 billion to $11.8 billion), comparable sales guidance to 2% to 3% (from 4% to 5%), operating margin to 13.7% to 14.0% (from 14.0% to 14.3%), and diluted EPS to $25.20 to $26.00 (from $26.20 to $27.00). Management stated it anticipates the first-quarter dynamics will continue for the balance of the year. Other highlights include cash and cash equivalents of $524.6 million, merchandise inventories of $1.9 billion, the repurchase of 588,004 shares for $285.1 million, and $1.8 billion remaining under the $2.0 billion repurchase program announced in March 2024. The filing also reports that 12 new stores were opened, two closed and one relocated during the quarter, bringing the store count to 1,395 (14.6 million square feet). The filing lists forward-looking risk factors, including macroeconomic conditions, consumer spending, and inventory management, and references the Form 10-K for the fiscal year ended February 3, 2024.

May 30, 2024 8-K

Other Events

Ulta Beauty 8-K Report, Corporate Update (Apr 4, 2024)

Ulta Beauty, Inc. filed this Form 8-K under Item 8.01 (Other Events) on April 4, 2024, to disclose remarks made at a Fireside Chat at J.P. Morgan's 10th Annual Retail Roundup investor conference held on April 3, 2024. The webcast was made available live on the Company's website, with a replay available for a limited time. The filing states that the Company discussed moderating growth trends in the U.S. Beauty category and potential impacts during the first quarter of 2024. The most important investor takeaway is that the Company reaffirmed its projected full year fiscal 2024 guidance, as originally provided in its fourth quarter fiscal 2023 financial results press release dated March 14, 2024. The filing does not provide the specific guidance figures or quantify the expected first-quarter impacts. The filing includes a standard forward-looking statements disclaimer, noting that the Company does not undertake to publicly update or revise its forward-looking statements except as required by federal securities laws. The report was signed by Jodi J. Caro, General Counsel, Chief Risk & Compliance Officer and Corporate Secretary.

Apr 4, 2024 8-K

Ulta Beauty 8-K Report, Financial Results (Mar 14, 2024)

Ulta Beauty, Inc. reported fourth-quarter fiscal 2023 results for the fourteen-week period ended February 3, 2024, which included an extra 53rd week. Net sales rose to $3.55 billion from $3.23 billion in the prior-year quarter, comparable sales increased 2.5% (driven by a 4.5% increase in transactions and a 1.9% decrease in average ticket), and net income was $394.4 million, or $8.08 per diluted share, versus $6.68 a year earlier. The filing states the 53rd week contributed approximately $181.9 million in net sales and $0.46 of diluted EPS. Operating income was $517.1 million, or 14.5% of net sales. For the full fiscal year, net sales were $11.21 billion, comparable sales rose 5.7%, operating margin was 15.0% (versus 16.1%), and diluted EPS was $26.03. For fiscal 2024, Ulta guided to net sales of $11.7 billion to $11.8 billion, comparable sales growth of 4% to 5%, operating margin of 14.0% to 14.3%, and diluted EPS of $26.20 to $27.00, with approximately $1 billion in planned share repurchases. Management noted the near-term macroeconomic environment remains dynamic. The company also announced a joint venture with Axo to launch and operate Ulta Beauty in Mexico in 2025, and its board approved a new $2.0 billion share repurchase authorization with no expiration date, replacing the March 2022 program. The company amended its revolving credit facility, extending maturity to March 13, 2029, with maximum revolving loans of the lesser of $800 million or a percentage of eligible owned inventory. The company ended the year with $766.6 million in cash, no revolver borrowings, and 1,385 stores totaling 14.5 million square feet. Fourth-quarter merchandise inventories rose 8.6% to $1.7 billion, which management attributed to new brand launches, net new stores, a new distribution center, and product cost increases.

Mar 14, 2024 8-K

Ulta Beauty 8-K Report, Executive Changes (Nov 30, 2023)

Ulta Beauty, Inc. filed this Form 8-K on November 30, 2023 under Item 5.02 to announce a chief financial officer succession. Scott M. Settersten, the Company's Chief Financial Officer, Treasurer and Assistant Secretary, intends to retire effective April 1, 2024. Paula M. Oyibo, currently Senior Vice President, Finance, will succeed him as CFO on that date and will report to CEO Dave Kimbell. Oyibo, 44, has overseen the Financial Planning & Analysis, Treasury and Non-Merchandise Procurement functions since February 2022, and joined Ulta Beauty in 2019 as Vice President of Finance for Merchandise, Marketing, and eCommerce. Before Ulta Beauty she held finance and controller roles at Whirlpool Corporation and auditing and consulting positions at PricewaterhouseCoopers LLP. The press release (Exhibit 99.1) credits Settersten with a nearly 20-year tenure, more than 10 years as CFO, over 800 new stores added, net sales quadrupled to more than $10 billion annually, market capitalization of $20 billion, and total shareholder returns of more than 375%. The release also describes Settersten's recent work to modernize the company's infrastructure as a priority he leaves for future growth. The filing states that Ulta Beauty operates 1,374 retail stores across 50 states. For investors, the filing signals a planned, internally sourced leadership transition rather than an external hire, with a roughly four-month window before the change takes effect. The filing itself does not disclose any change to financial guidance or results.

Nov 30, 2023 8-K

Ulta Beauty 8-K Report, Financial Results (Nov 30, 2023)

Ulta Beauty, Inc. reported third-quarter fiscal 2023 results for the thirteen weeks ended October 28, 2023, with net sales of $2.49 billion (2,488.9 million), up from $2.34 billion a year earlier. Comparable sales increased 4.5%, driven by a 5.9% increase in transactions and a 1.4% decrease in average ticket, though this was well below the 14.6% comparable sales increase in the prior-year quarter. Net income was $249.5 million, or $5.07 per diluted share, compared with $274.6 million, or $5.34 per diluted share, a year earlier. Gross profit as a percentage of net sales declined to 39.9% from 41.2%, and operating income fell to $327.2 million, or 13.1% of net sales, from $361.9 million, or 15.5%. For the first nine months of fiscal 2023, net sales rose to $7.65 billion from $6.98 billion and comparable sales increased 7.3%. Net income was $896.6 million, or $17.99 per diluted share, versus $901.7 million, or $17.35 per diluted share, a year earlier. Management updated fiscal 2023 guidance, raising the net sales range to $11.10 billion to $11.15 billion, the comparable sales range to 5.0% to 5.5%, the diluted EPS range to $25.20 to $25.60, and planned share repurchases to approximately $950 million, while lowering the capital expenditure range to $400 million to $425 million. The company ended the quarter with $121.8 million in cash and $195.4 million of short-term debt drawn on its revolving credit facility. The filing also reports that Ulta repurchased 686,689 shares for $281.5 million in the third quarter, leaving $259.4 million available under its $2.0 billion repurchase program. The company operated 1,374 stores at quarter end and reported a loyalty program of 42.2 million members.

Nov 30, 2023 8-K

Ulta Beauty 8-K Report, Executive Changes (Sep 18, 2023)

Ulta Beauty, Inc. (NASDAQ: ULTA) filed this Current Report on Form 8-K on September 18, 2023, to disclose under Item 5.02 that Kecia L. Steelman, the company's Chief Operating Officer, was named President and Chief Operating Officer effective as announced on September 13, 2023. The filing is a personnel and leadership update rather than a financial disclosure; no financial statements or financial results are included (Item 9.01 is marked not applicable for financial statements). According to the accompanying press release (Exhibit 99.1), Ms. Steelman's expanded role gives her responsibility for corporate strategy, information technology, store and services operations, supply chain, Ulta Beauty at Target, loss prevention, and enterprise-wide transformation and optimization efforts. She will continue to report to Chief Executive Officer Dave Kimbell. The company said the promotion reflects her increased scope and influence over the past year and its confidence in her leadership to drive profitable growth over the coming years. The filing also provides Ms. Steelman's background: she was named Chief Operating Officer in June 2021 after serving as Chief Store Operations Officer since September 2015, and she joined Ulta Beauty in July 2014 as Senior Vice President, Store Operations. The press release describes Ulta Beauty as the largest U.S. beauty retailer operating more than 1,350 retail stores across 50 states.

Sep 18, 2023 8-K

Shareholder MattersCorporate ChangesExhibits & Filings

Ulta Beauty 8-K Report, Financial Results (Aug 24, 2023)

Ulta Beauty, Inc. (NASDAQ: ULTA) reported consolidated results for its second quarter of fiscal 2023, the thirteen weeks ended July 29, 2023, via a press release furnished as Exhibit 99.1. Net sales were $2,529.8 million, up from $2,297.1 million a year earlier, driven by higher comparable sales, strong new store performance, and growth in other revenue. Comparable sales increased 8.0%, versus 14.4% in the prior-year quarter, with a 9.0% increase in transactions offset by a 1.0% decrease in average ticket. Net income was $300.1 million, or $6.02 per diluted share, compared with $5.70 a year earlier. Operating income was $391.6 million, or 15.5% of net sales, compared with 17.0% a year earlier, as gross margin fell to 39.3% from 40.4% and SG&A rose to $600.7 million from $534.5 million. For the first six months of fiscal 2023, net sales were $5,164.1 million and diluted EPS was $12.90, compared with $12.00 a year earlier. Cash and cash equivalents ended the quarter at $388.6 million, and merchandise inventories rose to $1.82 billion. The company repurchased $275.5 million of stock in the quarter and had $541.0 million remaining under its $2.0 billion repurchase program. Management raised its fiscal 2023 outlook. Diluted EPS guidance moved to $25.10 to $25.60 from $24.70 to $25.40, comparable sales guidance moved to 4.5% to 5.5% from 4% to 5%, and net sales guidance moved to $11.05 billion to $11.15 billion from $11.0 billion to $11.1 billion. Operating margin guidance was narrowed to 14.6% to 14.8%, while share repurchases, capital expenditures and other items were unchanged.

Aug 24, 2023 8-K

Ulta Beauty 8-K Report, Bylaw Amendment (Jun 7, 2023)

Ulta Beauty, Inc. filed this Form 8-K dated June 7, 2023 to report results from its 2023 annual meeting of stockholders held June 1, 2023, and to disclose additional amendments to its Bylaws approved by the Board afterward. Stockholders re-elected Michelle L. Collins, Patricia A. Little, Heidi G. Petz and Michael C. Smith as Class I directors, and approved amendments to declassify the Board and provide for annual election of directors, allow removal of directors by a majority of shares entitled to vote (with or without cause once declassification is approved), and replace all supermajority voting standards with majority standards for amendments to the Certificate of Incorporation and Bylaws. Each of these proposals passed, with the Certificate of Incorporation declassification proposal receiving 40,720,343 votes For and 27,587 Against. Stockholders also ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal 2023, ending February 3, 2024, with 40,151,725 votes For and 3,758,350 Against. In an advisory vote, stockholders approved executive compensation with 36,362,068 votes For (89.11%) and 3,619,347 Against (8.87%). On the frequency of future say-on-pay votes, stockholders expressed a preference for every year, with 40,126,048 votes (98.37%); the Board determined to hold an advisory vote on executive compensation annually until the next frequency vote, scheduled for the 2029 annual meeting. On the governance side, the Board approved further Bylaw amendments that add a plurality carveout for contested director elections, require derivatives disclosure under the advance notice provisions, revise stockholder list provisions to conform to changes in Delaware General Corporation Law Section 219, and make minor edits to coordinate advance notice and proxy access provisions. Approximately 87.78% of the 50,088,578 eligible shares were represented at the meeting.

Jun 7, 2023 8-K

Ulta Beauty 8-K Report, Financial Results (May 25, 2023)

Ulta Beauty, Inc. reported first-quarter fiscal 2023 results for the thirteen weeks ended April 29, 2023, in a press release furnished as Exhibit 99.1. Net sales rose 12.3% to $2.6 billion (from $2.3 billion), driven by a 9.3% increase in comparable sales, with transactions up 11.0% and average ticket down 1.5%. Net income increased 4.7% to $347.1 million, or $6.88 per diluted share, compared with $6.30 a year earlier, and the diluted EPS figure included a $0.14 benefit from income tax accounting for stock-based compensation. Profitability was mixed. Gross profit margin eased to 40.0% from 40.1%, reflecting higher inventory shrink, lower merchandise margins, and higher supply chain costs. SG&A rose 22.2% to $612.1 million, lifting it to 23.2% of net sales from 21.4%, and operating income grew only 1.0% to $442.1 million, with operating margin falling to 16.8% from 18.7%. The company opened four net new stores and ended the quarter with 1,359 stores. The company updated its fiscal 2023 outlook, raising net sales guidance to $11.0 billion to $11.1 billion from $10.95 billion to $11.05 billion, while lowering operating margin guidance to 14.5% to 14.8% from 14.7% to 15.0%. Diluted EPS guidance of $24.70 to $25.40, comparable sales growth of 4% to 5%, and share repurchases of approximately $900 million were unchanged. Cash and cash equivalents ended the quarter at $636.4 million, and $816.5 million remained under the $2.0 billion share repurchase program.

May 25, 2023 8-K

Ulta Beauty 8-K Report, Financial Results (Mar 9, 2023)

Ulta Beauty, Inc. furnished a press release (Exhibit 99.1) dated March 9, 2023 reporting consolidated results for the fourth quarter and fiscal year ended January 28, 2023. Fourth-quarter net sales rose to $3.2 billion ($3,226.8 million) from $2.7 billion a year earlier, with comparable sales up 15.6%, driven by a 13.6% increase in transactions and a 1.8% increase in average ticket. Operating income reached $447.6 million, or 13.9% of net sales, and diluted earnings per share were $6.68, compared with $5.41 in the prior-year quarter. For fiscal 2022, net sales were $10.2 billion ($10,208.6 million), up from $8.6 billion, with comparable sales up 15.6% and diluted earnings per share of $24.01, compared with $17.98. Net income was $1.2 billion ($1,242.4 million). The company repurchased $900.0 million of its common stock during the year, and $1.1 billion remained available under its $2.0 billion repurchase program as of January 28, 2023. Cash and cash equivalents were $737.9 million at year end, and merchandise inventories were $1.6 billion. For fiscal 2023, the company guided to net sales of $10.95 billion to $11.05 billion, comparable sales growth of 4% to 5%, operating margin of 14.7% to 15.0%, and diluted earnings per share of $24.70 to $25.40. It plans approximately $900 million in share repurchases and capital expenditures of $400 million to $475 million.

Mar 9, 2023 8-K

Ulta Beauty 8-K Report, Executive Changes (Dec 16, 2022)

Ulta Beauty, Inc. filed this Current Report on Form 8-K dated December 16, 2022 to disclose under Item 5.02 that Heidi G. Petz has been elected to the Company's Board of Directors. Ms. Petz will serve as a Class I director and will stand for reelection at the 2023 annual meeting of stockholders. The filing states there is no arrangement or understanding between Ms. Petz and any other person under which she was selected, and no reportable related party transactions involving her under Item 404(a) of Regulation S-K. According to the attached press release (Exhibit 99.1), Ms. Petz is president and chief operating officer of The Sherwin-Williams Company, where she oversees all operating segments, including The Americas Group, the Performance Coatings Group, the Consumer Brands Group, and the Global Supply Chain organization. The release describes her as bringing more than 25 years of professional, commercial, retail and leadership experience, and notes prior roles at Newell Rubbermaid, Target Corporation and PricewaterhouseCoopers. Her election is effective December 16, 2022, and the Board will consist of 11 members. The release states that 55% of Board members are women, 36% are racially diverse, and 55% joined within the last five years. The filing does not report any financial results, guidance, or compensation terms for Ms. Petz, so the event is primarily a board-composition and governance update.

Dec 16, 2022 8-K

Ulta Beauty 8-K Report, Financial Results (Dec 1, 2022)

Ulta Beauty, Inc. reported results for the third quarter of fiscal 2022, the thirteen weeks ended October 29, 2022. Net sales increased 17.2% to $2.3 billion from $2.0 billion a year earlier, and comparable sales rose 14.6%, driven by a 10.7% increase in transactions and a 3.5% increase in average ticket. Operating income increased 27.3% to $361.9 million, or 15.5% of net sales, and net income rose 27.5% to $274.6 million, or $5.34 per diluted share, compared with $3.94 a year earlier. For the first nine months of fiscal 2022, net sales were $7.0 billion and diluted EPS was $17.35. The company raised its fiscal 2022 outlook. Net sales are now expected at $9.95 billion to $10.00 billion, up from $9.65 billion to $9.75 billion, and comparable sales at 12.6% to 13.2%, up from 9.5% to 10.5%. Operating margin is now projected at 15.5% to 15.6%, and diluted EPS at $22.60 to $22.90, up from $20.70 to $21.20. Capital expenditures are now expected at $300 million to $350 million, down from $350 million to $400 million, while share repurchases and the effective tax rate are unchanged. On the balance sheet, cash and cash equivalents were $250.6 million at quarter end, and merchandise inventories were $2.11 billion, up from $1.92 billion a year earlier, which the company attributed to new brand launches, net new stores, inventory cost increases, and in-stock support. The company repurchased $137.5 million of stock in the quarter and had $1.4 billion remaining under its $2.0 billion repurchase program. It operated 1,343 stores at quarter end.

Dec 1, 2022 8-K

Ulta Beauty 8-K Report, Financial Results (Aug 25, 2022)

Ulta Beauty, Inc. furnished a press release (Exhibit 99.1) announcing consolidated results for the second quarter ended July 30, 2022. Net sales rose 16.8% to $2.3 billion ($2,297.1 million) from $2.0 billion a year earlier, and comparable sales increased 14.4%, driven by an 8.3% increase in transactions and a 5.6% increase in average ticket. Operating income increased 17.8% to $391.4 million, or 17.0% of net sales, and net income increased 17.8% to $295.7 million, or $5.70 per diluted share, compared with $4.56 a year earlier. For the first six months of fiscal 2022, net sales increased 18.9% to $4.6 billion, comparable sales rose 16.2%, and diluted earnings per share increased 38.6% to $12.00. Operating margin reached 17.9% of net sales. The company ended the quarter with $434.2 million in cash and cash equivalents and merchandise inventories of $1.67 billion, up from $1.44 billion a year earlier. During the quarter it repurchased 797,994 shares for $301.6 million, and $1.6 billion remained under the $2.0 billion repurchase program announced in March 2022. The company raised its fiscal 2022 outlook. Net sales are now expected at $9.65 billion to $9.75 billion (previously $9.35 billion to $9.55 billion), comparable sales at 9.5% to 10.5% (previously 6% to 8%), operating margin at 14.6% to 14.8% (previously 14.1% to 14.4%), and diluted EPS at $20.70 to $21.20 (previously $19.20 to $20.10). Capital expenditures were lowered to $350 million to $400 million from $375 million to $425 million.

Aug 25, 2022 8-K

Shareholder Matters

Ulta Beauty 8-K Report, Shareholder Vote Results (Jun 2, 2022)

Ulta Beauty, Inc. filed this Form 8-K to report the results of its 2022 annual meeting of stockholders, held June 1, 2022. Stockholders elected Kelly E. Garcia, Michael R. MacDonald and Gisel Ruiz as Class III directors to hold office until the 2025 annual meeting, ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal 2022 (ending January 28, 2023), and approved the company's executive compensation on an advisory basis. The record date was April 4, 2022, when 52,227,138 shares of common stock were outstanding and eligible to vote, and approximately 87.43% of all shares were represented at the meeting in person or by proxy. Director elections were generally strong, with Kelly E. Garcia receiving 99.66% of votes cast for her and Gisel Ruiz receiving 98.26%. Michael R. MacDonald received the lowest support among the three, at 91.45% for and 8.55% withheld. The auditor ratification passed with 94.19% of votes for, 5.70% against and 0.11% abstaining. The advisory say-on-pay vote received 90.16% support, with 6.80% voting against and 3.04% abstaining. The filing reports only these voting outcomes and does not describe any changes to compensation programs or other corporate actions.

Jun 2, 2022 8-K

Ulta Beauty 8-K Report, Financial Results (May 26, 2022)

Ulta Beauty, Inc. (NASDAQ: ULTA) furnished a press release reporting consolidated results for the first quarter ended April 30, 2022. Net sales rose 21.0% to $2.3 billion ($2,345.9 million) from $1.9 billion in the year-ago quarter, with comparable sales up 18.0%, driven by a 10.0% increase in transactions and a 7.3% increase in average ticket. Gross profit increased to 40.1% of net sales from 38.9%, operating income rose to $437.7 million (18.7% of net sales) from $305.3 million, and net income reached $331.4 million, or $6.30 per diluted share, compared to $230.3 million, or $4.10 per diluted share, a year earlier. The company stated that the quarter's results were supported by favorable comparisons to fewer COVID-19 restrictions in the prior-year period. The company raised its fiscal 2022 outlook. Net sales guidance was increased to $9.35 billion to $9.55 billion from $9.05 billion to $9.15 billion, comparable sales guidance to 6% to 8% from 3% to 4%, operating margin to 14.1% to 14.4% from 13.7% to 14.0%, and diluted EPS to $19.20 to $20.10 from $18.20 to $18.70. Store count, share repurchases (approximately $900 million), tax rate, capital expenditures, and depreciation guidance were unchanged. Cash and cash equivalents ended the quarter at $654.5 million, and merchandise inventories rose to $1.57 billion from $1.35 billion a year earlier, which the company attributed to 28 net new stores, new brand launches, and accelerated receipts to mitigate anticipated supply chain disruptions. During the quarter, Ulta repurchased 331,834 shares for $132.8 million, leaving $1.87 billion available under the $2.0 billion program announced in March 2022. The company ended the quarter with 1,318 stores totaling 13.9 million square feet. Management cited double-digit comparable sales growth across all major categories.

May 26, 2022 8-K

Ulta Beauty 8-K Report, Financial Results (Mar 10, 2022)

Ulta Beauty, Inc. (NASDAQ: ULTA) reported its consolidated financial results for the fourth quarter and fiscal year ended January 29, 2022, in a press release furnished as Exhibit 99.1 to this Form 8-K. For the thirteen weeks, net sales were $2.73 billion versus $2.20 billion a year earlier, comparable sales increased 21.4%, operating income was $375.6 million (13.8% of net sales), and diluted earnings per share were $5.41 versus $3.03. For the fiscal year, net sales were $8.63 billion versus $6.15 billion, comparable sales increased 37.9%, operating income was $1.30 billion (15.0% of net sales), net income was $985.8 million, and diluted EPS was $17.98. Impairment, restructuring and other costs were zero in fiscal 2021 compared with $114.3 million in fiscal 2020. On capital returns, the company repurchased $1.5 billion of stock during fiscal 2021, and cash and cash equivalents fell to $431.6 million at year-end from $1.05 billion, while inventories rose to $1.50 billion from $1.17 billion. On March 7, 2022, the board approved a new $2.0 billion share repurchase authorization replacing the March 2020 program, which had a nominal amount remaining. The company operated 1,308 stores at year-end after opening 48 new stores during fiscal 2021. For fiscal 2022, Ulta guided to net sales of $9.05 billion to $9.15 billion, comparable sales growth of 3% to 4%, operating margin of 13.7% to 14.0%, diluted EPS of $18.20 to $18.70, and share repurchases of approximately $900 million. Management cited lapping exceptional fiscal 2021 performance, ongoing wage and supply chain cost pressures, and investments in new capabilities as expected challenges.

Mar 10, 2022 8-K

Ulta Beauty 8-K Report, Executive Changes (Feb 16, 2022)

Ulta Beauty, Inc. (NASDAQ: ULTA) filed this Form 8-K on February 16, 2022 under Item 5.02 to report the election of Kelly E. Garcia and Gisel Ruiz to its Board of Directors. The announcement, furnished as Exhibit 99.1, states that both directors were elected effective February 16, 2022 and will stand for reelection at the 2022 annual meeting of stockholders. The filing states there is no arrangement or understanding under which either was selected as a director, and no related party transactions reportable under Item 404(a) of Regulation S-K. Mr. Garcia is executive vice president and chief technology officer of Domino's Pizza, Inc., with more than 24 years of technology and leadership experience. Ms. Ruiz is a former executive vice president and chief operating officer of the Sam's Club division of Walmart, Inc., who retired in 2019, and has more than 26 years of retail and leadership experience. Executive Chair Mary Dillon is quoted welcoming the new directors. With the additions, the Board now consists of 13 members, of whom 54% are women, 31% are racially diverse and 38% joined within the last five years. The filing reports no financial results or operational metrics; its substance is board composition and governance.

Feb 16, 2022 8-K

Leadership Changes

Ulta Beauty 8-K Report, Executive Changes (Jan 18, 2022)

Ulta Beauty, Inc. filed this Form 8-K on January 18, 2022 under Item 5.02, which covers departures of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements. The filing reports that Jeffrey J. Childs, the Company's Chief Human Resources Officer, notified the Company on January 17, 2022 that he intends to retire effective April 5, 2022. Childs will be succeeded by Anita Ryan, currently Senior Vice President of Human Resources. The filing states that Ryan has been with the Company for 19 years in a variety of human resources roles with increasing responsibility, and that she will be the first female Chief Human Resources Officer in Ulta Beauty's history. She will assume the role on April 5, 2022, upon Childs' retirement. The filing is a leadership transition notice and contains no financial results, guidance, or other financial figures.

Jan 18, 2022 8-K

Regulation FDExhibits & Filings

Ulta Beauty 8-K Report, Financial Results (Dec 2, 2021)

Ulta Beauty, Inc. reported record third-quarter fiscal 2021 results for the 13 weeks ended October 30, 2021. Net sales rose 28.6% to $2.0 billion from $1.6 billion a year earlier, and comparable sales increased 25.8%, driven by a 16.8% increase in transactions and a 7.7% increase in average ticket. Gross profit margin expanded to 39.6% from 35.1%, operating income reached $284.2 million (14.2% of net sales) versus $101.3 million, and net income was $215.3 million, or $3.94 per diluted share, compared with $1.32 a year earlier. For the first nine months, net sales increased 49.3% to $5.9 billion and net income was $696.5 million, or $12.60 per diluted share. Management raised its fiscal 2021 outlook. Net sales guidance moved to $8.5 billion to $8.6 billion from $8.1 billion to $8.3 billion, comparable sales guidance to 36% to 37% from 30% to 32%, and diluted EPS guidance to $16.70 to $17.10 from $14.50 to $14.70. Capital expenditure guidance was lowered to $200 million to $225 million from $225 million to $250 million. Share repurchase guidance was unchanged at approximately $850 million. The balance sheet shows cash and cash equivalents of $605.1 million and merchandise inventories of $1.92 billion, up from $1.44 billion a year earlier. The company attributed the inventory increase partly to accelerated receipts to mitigate anticipated global supply chain disruptions. In the quarter it repurchased $126.4 million of stock, leaving $759.8 million available under its $1.6 billion program. The company operated 1,302 stores and reported nearly 36 million Ultamate Rewards loyalty members.

Dec 2, 2021 8-K

Ulta Beauty 8-K Report, Regulation FD Disclosure (Oct 19, 2021)

Ulta Beauty, Inc. (NASDAQ: ULTA) furnished a press release under Item 7.01 (Regulation FD Disclosure) dated October 19, 2021, announcing longer-term financial targets and an update on its strategic priorities in connection with its 2021 virtual analyst and investor conference. The targets cover fiscal 2022 through 2024 and include total net sales growth of 5% to 7% (CAGR), net new store growth of 50 stores per year, comparable sales growth of 3% to 5% annually, operating profit of 13% to 14% of sales, low double-digit diluted EPS growth (CAGR), and capital expenditures of 4% to 5% of sales. CAGR figures use 2019 as the base year. The company refreshed its strategic framework around six priorities: expanding the definition of All Things Beauty, evolving omnichannel experiences through connected physical and digital ecosystems, deepening its role as the Heart of the Beauty Community, driving operational excellence, protecting its culture and talent, and expanding its environmental and social impact. Announced initiatives include "Beauty to Go" (buy online, pick-up in store orders ready in two hours or less), same-day delivery in select markets, a Google partnership for GlamLab virtual try-on, a strategic investment in Adeptmind, a $20 million Digital Innovation Fund, and the launch of UB Media. The company also announced a new multi-year cost savings target of $150 million to $200 million to fund growth investments and plans to upgrade its ERP platform through a multi-year transformation called Project SOAR. The filing includes an extensive forward-looking statements section that cites COVID-19 impacts, consumer spending volatility, competition, cybersecurity, supply chain capacity, and execution risk on Project SOAR, among other factors. The information is furnished rather than filed for purposes of Section 18 of the Exchange Act.

Oct 19, 2021 8-K

Leadership ChangesShareholder Matters

Ulta Beauty 8-K Report, Financial Results (Aug 25, 2021)

Ulta Beauty, Inc. furnished a press release (Exhibit 99.1) under Item 2.02 reporting consolidated results for the second quarter ended July 31, 2021. Net sales were $1,967.2 million versus $1,228.0 million in the year-ago quarter, and comparable sales increased 56.3% (compared with a decrease of 26.7% in the prior-year quarter). Operating income rose to $332.3 million, or 16.9% of net sales, and net income was $250.9 million, or $4.56 per diluted share, versus $8.1 million and $0.14 per diluted share a year earlier. Gross profit margin expanded to 40.6% from 26.8%, and SG&A expenses increased to $464.3 million, or 23.6% of net sales. For the first six months of fiscal 2021, net sales were $3.9 billion and net income was $481.2 million, or $8.66 per diluted share. Cash and cash equivalents were $770.1 million at quarter end, and the company repurchased $243.5 million of stock in the quarter and $635.8 million year to date, leaving $886.2 million available under its $1.6 billion repurchase program. The company ended the quarter with 1,296 stores. The press release raised fiscal 2021 guidance: net sales of $8.1 billion to $8.3 billion (previously $7.7 billion to $7.8 billion), comparable sales growth of 30% to 32% (previously 23% to 25%), operating margin of approximately 13% (previously approximately 11%), and diluted EPS of $14.50 to $14.70 (previously $11.50 to $11.95). Share repurchases, tax rate, capital expenditures, and depreciation guidance were unchanged. The outlook excludes any impact from a resurgence of COVID-19.

Aug 25, 2021 8-K

Ulta Beauty 8-K Report, Executive Changes (Jun 4, 2021)

Ulta Beauty, Inc. filed this Form 8-K on June 4, 2021 to report leadership changes and the results of its annual stockholder meeting held June 2, 2021. Effective June 2, 2021, Mary Dillon transitioned from CEO to the newly created role of Executive Chair of the Board, and David Kimbell, formerly President, succeeded her as CEO. Kimbell's base salary was increased to $1,100,000, and Dillon's annual cash retainer as Executive Chair was set at $800,000. Stockholders re-elected Catherine A. Halligan, David C. Kimbell, George R. Mrkonic and Lorna E. Nagler as Class II directors to terms ending at the 2024 annual meeting, ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal 2021 (ending January 29, 2022), and approved the advisory vote on executive compensation. Approximately 88.77% of the 55,388,750 shares outstanding as of the April 5, 2021 record date were represented at the meeting. Director votes were strong, with Kimbell receiving 99.07% of votes cast for, while the advisory say-on-pay vote received 89.83% support. For investors, the filing confirms a planned CEO succession with a defined compensation structure for both the new CEO and the former CEO now serving as Executive Chair, alongside shareholder approval of the board slate, auditor and pay practices.

Jun 4, 2021 8-K

Ulta Beauty 8-K Report, Financial Results (May 27, 2021)

Ulta Beauty, Inc. furnished a press release (Exhibit 99.1) under Item 2.02 reporting consolidated results for the first quarter ended May 1, 2021. Net sales were $1,938.5 million, compared with $1,173.2 million in the year-ago quarter, and comparable sales increased 65.9% after a 35.3% decrease in the prior-year quarter. Gross profit rose to $753.8 million (38.9% of net sales), operating income was $305.3 million (15.8% of net sales), and net income was $230.3 million, or $4.10 per diluted share, compared with a net loss of $78.5 million, or $(1.39) per diluted share, a year earlier. The filing notes that the sales increase was primarily driven by improving consumer confidence, government stimulus payments and the easing of COVID-19 restrictions. The company raised its fiscal 2021 outlook. Updated guidance calls for net sales of $7.7 billion to $7.8 billion (previously $7.2 billion to $7.3 billion), comparable sales of 23% to 25% (previously 15% to 17%), operating margin of approximately 11% (previously approximately 9%), and diluted EPS of $11.50 to $11.95 (previously $8.85 to $9.30). Capital expenditures were narrowed to $225 million to $250 million, while new store openings, share repurchases, tax rate and depreciation guidance were unchanged. The outlook assumes no material federal minimum wage increases and excludes any impact from a COVID-19 resurgence. Balance sheet and capital allocation details include cash and cash equivalents of $947.5 million at quarter end, inventories of $1.4 billion, and share repurchases of $392.3 million in the quarter, leaving $1.1 billion available under the $1.6 billion program announced in March 2020. The company ended the quarter with 1,290 stores totaling 13.6 million square feet after opening 28 and closing 2.

May 27, 2021 8-K

Ulta Beauty 8-K Report, Executive Changes (Mar 30, 2021)

Ulta Beauty, Inc. filed this Form 8-K on March 30, 2021 to disclose new equity compensation arrangements approved by its Compensation Committee on March 25, 2021 under its Amended and Restated 2011 Incentive Award Plan. The Committee approved new form award agreements for performance-based restricted stock units (PSUs) and stock options. PSUs are earned based on earnings before income taxes (EBT) and revenue goals for fiscal 2021 and 2022, with a target-level performance cap if total shareholder return for fiscal 2021-2023 is not positive, and require a third year of time-based vesting. Stock options vest in 25% annual increments beginning March 15, 2022 through March 15, 2025. The filing also reports grants to the Chief Executive Officer and other named executive officers, structured as 50% PSUs, 30% stock options and 20% RSUs by award value. Mary N. Dillon, the CEO, received grant-date fair values of $2,600,000 in PSUs, $1,560,097 in stock options and $1,040,260 in RSUs. David C. Kimbell received $2,255,000, $1,353,033 and $902,294, respectively. Other named executive officers Scott M. Settersten, Jodi J. Caro and Jeffrey J. Childs also received grants, with RSUs cliff-vesting on March 15, 2024. Ms. Dillon's awards are tied to her continued service as CEO through June 2, 2021 and thereafter as Executive Chair of the Board through the 2022 annual meeting of stockholders, and to compliance with non-compete, non-solicitation and confidentiality covenants through scheduled vesting. The filing notes that her awards reflect her ongoing leadership role and that her transition to Executive Chair is contemplated for June 2021.

Mar 30, 2021 8-K

Ulta Beauty 8-K Report, Executive Changes (Mar 11, 2021)

On March 11, 2021, Ulta Beauty, Inc. announced a CEO succession plan, effective June 2, 2021, following its annual stockholders meeting. Mary Dillon, the current CEO, will transition to the newly created role of Executive Chair of the Board for a one-year term. David (Dave) Kimbell, the Company's President, will succeed her as CEO and will be nominated by the Board to stand for election at the June 2, 2021 Annual Meeting of Stockholders. Kecia Steelman, Chief Store Operations Officer, will become Chief Operating Officer on the same date. The press release describes the transition as the result of a thorough internal succession planning process intended to drive continuity and momentum. Dillon, CEO for eight years, is credited with growing market capitalization to more than $18 billion, doubling the store fleet, more than doubling loyalty members, and delivering total shareholder return of 245% during her tenure. Robert DiRomualdo, the current board chair, will retire after three years as chair and 17 years on the board. Lorna Nagler, a director since 2009, will become Lead Independent Director. Kimbell's background includes joining Ulta Beauty as Chief Marketing Officer in 2014, becoming Chief Merchandising and Marketing Officer in 2015, and assuming the role of President in 2019. Steelman, who has been Chief Store Operations Officer since September 2015, will oversee store and services operations, supply chain, Ulta Beauty at Target, and other key initiatives in her new role.

Mar 11, 2021 8-K

Ulta Beauty 8-K Report, Financial Results (Mar 11, 2021)

Ulta Beauty, Inc. (NASDAQ: ULTA) reported fourth-quarter fiscal 2020 results for the thirteen weeks ended January 30, 2021, in a press release furnished as Exhibit 99.1. Net sales were $2.20 billion versus $2.31 billion a year earlier, comparable sales decreased 4.8%, and net income was $171.5 million, or $3.03 per diluted share, compared with $3.89 in the prior-year quarter. Adjusted diluted EPS was $3.41, compared with $3.83. The quarter included $30.4 million of impairment, restructuring and other costs tied to the suspension of the Canadian expansion, employee severance and the permanent closure of 19 stores. For the full fiscal 2020 year, net sales fell 16.8% to $6.2 billion, comparable sales decreased 17.9%, and operating income was $236.8 million, or 3.9% of net sales, versus $901.1 million in fiscal 2019. The company cited COVID-19 as the driver, with about $188 million of incremental COVID-related operating costs offset partly by a $52.4 million SG&A reduction from CARES Act employee retention credits. The company ended fiscal 2020 with $1.0 billion in cash and cash equivalents, inventories of $1.2 billion, and 1,264 stores. It repurchased $114.9 million of shares during fiscal 2020, and $1.5 billion remained available under its $1.6 billion repurchase program. Management said store traffic trends were improving and guided fiscal 2021 to net revenues of $7.2 billion to $7.3 billion, comparable sales growth of approximately 15% to 17%, operating margin of approximately 9%, and diluted EPS of $8.85 to $9.30, including approximately $850 million in planned share repurchases. The release also announced a succession plan for the chief executive, Mary Dillon. For investors, the key takeaways are a quarter that beat management's expectations on several metrics despite a sharp year-over-year sales decline, a full year marked by large COVID-related pressure on margins, and a fiscal 2021 outlook that implies substantial recovery in sales and profitability. The filing's forward-looking statements flag COVID-19 uncertainty, consumer spending, cybersecurity and execution of the Efficiencies for Growth cost program as principal risks.

Mar 11, 2021 8-K