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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): December 4, 2025

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 December 4, 2025, Ulta Beauty, Inc. issued a press release regarding its consolidated financial results for the third quarter ended November 1, 2025. 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 December 4, 2025 announcing consolidated financial results for the third quarter ended November 1, 2025.

104

Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document)

2

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: December 4, 2025

By:

/s/ Rene G. Cásares

Rene G. Cásares

Chief Legal Officer

3

EX-99.1 2 ulta-20251204xex99d1.htm EX-99.1

Exhibit 99.1

Graphic

ULTA BEAUTY ANNOUNCES THIRD QUARTER FISCAL 2025 RESULTS

Net Sales Increased 12.9% to $2.9 Billion Compared to $2.5 Billion in the Prior Year Quarter

Comparable Sales Increased 6.3%

Net Income was $230.9 Million or $5.14 Per Diluted Share

Company Increases Fiscal 2025 Guidance

Bolingbrook, IL – December 4, 2025 – Ulta Beauty, Inc. (NASDAQ: ULTA) today announced consolidated financial results for the thirteen-week period (“third quarter”) and thirty-nine-week period (“first nine months”) ended November 1, 2025, compared to the same periods ended November 2, 2024, respectively.

13 Weeks Ended

39 Weeks Ended

November 1,

November 2,

November 1,

November 2,

(Dollars in millions, except per share data)

2025

2024

2025

2024

Net sales

$

2,857.6

$

2,530.1

$

8,494.5

$

7,808.0

Comparable sales

6.3%

0.6%

5.2%

0.3%

Gross profit (as a percentage of net sales)

40.4%

39.7%

39.6%

39.1%

Selling, general and administrative expenses

$

840.9

$

682.3

$

2,293.3

$

1,993.0

Operating income (as a percentage of net sales)

10.8%

12.6%

12.4%

13.4%

Diluted earnings per share

$

5.14

$

5.14

$

17.65

$

16.93

“Our third quarter results exceeded our expectations, reflecting the steady progress and momentum our team is building as we execute our Ulta Beauty Unleashed Strategy. Exciting assortment newness, improved in-store and digital experiences, and bold marketing efforts are resonating with our guests and drove strong sales results, market share gains, and growth across all categories and channels, with notable strength in ecommerce,” said Kecia Steelman, president and CEO. “As we look ahead to the all-important holiday season, we know many consumers’ wallets are pressured and they are seeking value. We are confident in our plans, and our teams are ready to make Holiday Happen Here at Ulta Beauty, driving excitement and delivering for our guests and their loved ones, now and into the new year.”


Third Quarter of Fiscal 2025 Compared to Third Quarter of Fiscal 2024

Net sales increased 12.9% to $2.9 billion compared to $2.5 billion, primarily due to increased comparable sales, the acquisition of Space NK, and net new store contribution.
Comparable sales (sales for stores open at least 14 months and e-commerce sales) increased 6.3% compared to 0.6%, driven by a 3.8% increase in average ticket and a 2.4% increase in transactions.
Gross profit increased 14.9% to $1.2 billion compared to $1.0 billion. As a percentage of net sales, gross profit increased to 40.4% compared to 39.7%, primarily due to lower

inventory shrink and higher merchandise margin, partially offset by unfavorable channel mix.
Selling, general and administrative (SG&A) expenses increased 23.3% to $840.9 million compared to $682.3 million. As a percentage of net sales, SG&A expenses increased to 29.4% compared to 27.0%, primarily due to higher incentive compensation, store payroll and benefits, store expenses, and amortization of cloud-based software investments.
Operating income was $309.4 million, or 10.8% of net sales, compared to $318.5 million, or 12.6% of net sales.
The effective tax rate was 24.1% compared to 24.4%.
Net income was $230.9 million compared to $242.2 million.
Diluted earnings per share was flat at $5.14.

First Nine Months of Fiscal 2025 Compared to First Nine Months of Fiscal 2024

Net sales increased 8.8% to $8.5 billion compared to $7.8 billion, primarily due to increased comparable sales, the acquisition of Space NK, and net new store contribution.
Comparable sales increased 5.2% compared to 0.3%, driven by a 3.0% increase in average ticket and a 2.2% increase in transactions.
Gross profit increased 10.1% to $3.4 billion compared to $3.1 billion. As a percentage of net sales, gross profit increased to 39.6% compared to 39.1%, primarily due to lower inventory shrink and higher merchandise margin, partially offset by deleverage of other revenue.
SG&A expenses increased 15.1% to $2.3 billion compared to $2.0 billion. As a percentage of net sales, SG&A expenses increased to 27.0% compared to 25.5%, primarily due to deleverage of store payroll and benefits, higher incentive compensation, and higher store expenses.
Operating income was $1.1 billion, or 12.4% of net sales, compared to $1.0 billion, or 13.4% of net sales.
The effective tax rate was 24.4% compared to 23.9%.
Net income was $796.8 million compared to $807.8 million.
Diluted earnings per share increased 4.3% to $17.65, compared to $16.93 which included a $0.10 benefit due to income tax accounting for stock-based compensation.


Balance Sheet

Cash and cash equivalents at the end of the third quarter of fiscal 2025 totaled $204.9 million.

Merchandise inventories, net at the end of the third quarter of fiscal 2025 increased 16.0% to $2.7 billion compared to $2.4 billion at the end of the third quarter of fiscal 2024. The increase was primarily due to inventory to support new brand launches, the acquisition of Space NK, and 63 net new Ulta Beauty stores.

Short-term debt at the end of the third quarter of fiscal 2025 was $551.7 million compared to $199.7 million at the end of the third quarter of fiscal 2024, as the Company drew on its revolving credit facility to support working capital needs and ongoing capital allocation priorities, including share repurchases and capital expenditures.


Share Repurchase Program

During the third quarter of fiscal 2025, the Company repurchased 426,914 shares of its common stock at a cost of $224.7 million. During the first nine months of fiscal 2025, the Company repurchased 1.7 million shares of its common stock at a cost of $693.0 million. As of November 1, 2025, $2.0 billion remained available under the $3.0 billion share repurchase program announced in October 2024.

Store Update

During the third quarter of fiscal 2025, the Company opened 28 new stores, remodeled 15 stores, and closed one store. During the first nine months of fiscal 2025, the Company opened 58 new stores, relocated four stores, remodeled 24 stores, and closed three stores. At the end of the third quarter of fiscal 2025, the Company operated 1,500 Ulta Beauty stores totaling 15.6 million square feet across the U.S., excluding the 84 stores in the U.K. and Ireland operated by Space NK.

Fiscal 2025 Outlook

The Company is revising its previous guidance for fiscal 2025 as follows:

Prior Fiscal 2025 Outlook

Updated Fiscal 2025 Outlook

Net sales

$12.0 billion to $12.1 billion

Approximately $12.3 billion

Comparable sales

2.5% to 3.5%

4.4% to 4.7%

New stores, net

approximately 63

no change

Store remodel and relocation projects

43-48

no change

Operating margin

11.9% to 12.0%

12.3% to 12.4%

Diluted earnings per share

$23.85 to $24.30

$25.20 to $25.50

Share repurchases

approximately $900 million

no change

Interest expense, net

approximately $4 million

no change

Effective tax rate

approximately 24.5%

no change

Capital expenditures

$425 million to $500 million

no change

Depreciation and amortization expense

approximately $300 million

no change

Conference Call Information

A conference call to discuss third quarter of fiscal 2025 results is scheduled for today, December 4, 2025, at 4:30 p.m. Eastern Time / 3:30 p.m. Central Time. Investors and analysts who are interested in participating in the call are invited to register for the live event at https://q3-2025-ulta-beauty-earnings-conference-call.open-exchange.net/.

A replay will be available on the company's Investor Relations website at https://www.ulta.com/investor. There will also be an archived webcast available for a limited time thereafter.


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 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 a joint venture in Mexico, a franchise in the Middle East, and its subsidiary, Space NK, a luxury beauty retailer operating in the U.K. and Ireland. For more information, visit www.ulta.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, which reflect the Company’s current views with respect to, among other things, future events and financial performance. These statements can be identified by the use of forward-looking words such as “outlook,” “believes,” “expects,” “plans,” “estimates,” “targets,” “strategies” or other comparable words. Any forward-looking statements contained in this press release are based upon the Company’s historical performance and on current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation by the Company or any other person that the future plans, estimates, targets, strategies or expectations contemplated by the Company will be achieved. Such forward-looking statements are subject to various risks and uncertainties, which include, without limitation:

macroeconomic conditions, including inflation and elevated interest rates, as well as prior labor, transportation, and shipping cost pressures, have had, and may continue to have, a negative impact on our business, financial condition, profitability, and cash flows (including future uncertain impacts, especially when combined with increased tariffs);
changes in the overall level of consumer spending and volatility in the economy, including as a result of macroeconomic conditions, tariffs, and geopolitical events;
our ability to sustain our growth plans and successfully implement our long-range strategic and financial plan, including our international expansion in Mexico, the Middle East, the U.K., and Ireland;
the ability to execute our operational excellence priorities, including continuous improvement and supply chain optimization;
our ability to gauge beauty trends and react to changing consumer preferences in a timely manner;
the possibility that we may be unable to compete effectively in our highly competitive markets;
the possibility of significant interruptions in the operations of our distribution centers, fast fulfillment center, and market fulfillment centers;
the possibility that cybersecurity or information security breaches and other disruptions could compromise our information or result in the unauthorized disclosure of confidential information;

the possibility of material disruptions to our information systems, including our Ulta.com website and mobile applications;
the possibility that we will not realize the anticipated benefits of the acquisition of Space NK for any reason, including due to challenges with integration and/or achieving anticipated acquisition synergies;
the failure to maintain satisfactory compliance with applicable privacy and data protection laws and regulations;
changes in the good relationships we have with our brand partners, our ability to continue to obtain sufficient merchandise from our brand partners, and/or our ability to continue to offer permanent or temporary exclusive products of our brand partners;
our ability to effectively manage our inventory and protect against inventory shrink;
changes in the wholesale cost of our products and/or interruptions at our brand partners’ or third-party vendors’ operations;
epidemics, pandemics or natural disasters, which could negatively impact sales;
the possibility that new store openings and existing locations may be impacted by developer or co-tenant issues;
our ability to attract and retain key executive personnel;
the impact of climate change on our business operations and/or supply chain;
our ability to successfully execute our common stock repurchase program or implement future common stock repurchase programs;
a decline in operating results which could lead to asset impairment and store closure charges; and
other risk factors detailed in the Company’s public filings with the Securities and Exchange Commission (the SEC), including risk factors contained in its Annual Report on Form 10-K for the fiscal year ended February 1, 2025, as such may be amended or supplemented in its subsequently filed Quarterly Reports on Form 10-Q.

The Company’s filings with the SEC are available at www.sec.gov. Except to the extent required by the federal securities laws, the Company does not undertake to publicly update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Contact:

Kiley Rawlins, CFA

Senior Vice President, Investor Relations

krawlins@ulta.com

Media Contact:

Crystal Carroll

Senior Director, Public Relations

ccarroll@ulta.com


Exhibit 1

Ulta Beauty, Inc.

Consolidated Statements of Income

(In thousands, except per share data)

13 Weeks Ended

November 1,

November 2,

2025

2024

(Unaudited)

(Unaudited)

Net sales

$

2,857,623

100.0%

$

2,530,100

100.0%

Cost of sales

    

1,701,958

    

59.6%

1,524,456

    

60.3%

Gross profit

1,155,665

40.4%

1,005,644

39.7%

Selling, general and administrative expenses

840,920

29.4%

682,259

27.0%

Pre-opening expenses

5,326

0.2%

4,883

0.2%

Operating income

309,419

10.8%

318,502

12.6%

Interest expense (income), net

4,123

0.1%

(1,674)

(0.1%)

Income before income taxes and equity net loss of affiliate

305,296

10.7%

320,176

12.7%

Income tax expense

73,436

2.6%

77,997

3.1%

Income before equity net loss of affiliate

231,860

8.1%

242,179

9.6%

Equity net loss of affiliate

985

0.0%

0.0%

Net income

$

230,875

8.1%

$

242,179

9.6%

Net income per common share:

Basic

$

5.16

$

5.16

Diluted

$

5.14

$

5.14

Weighted average common shares outstanding:

Basic

44,731

46,928

Diluted

44,895

47,092


Exhibit 2

Ulta Beauty, Inc.

Consolidated Statements of Income

(In thousands, except per share data)

39 Weeks Ended

November 1,

November 2,

2025

2024

(Unaudited)

(Unaudited)

Net sales

$

8,494,459

100.0%

$

7,808,035

100.0%

Cost of sales

5,132,879

60.4%

4,754,434

60.9%

Gross profit

   

3,361,580

39.6%

3,053,601

39.1%

    

Selling, general and administrative expenses

2,293,270

27.0%

1,992,993

    

25.5%

Pre-opening expenses

12,260

0.1%

11,957

0.2%

Operating income

1,056,050

12.4%

1,048,651

13.4%

Interest income, net

(837)

(0.0%)

(13,100)

(0.2%)

Income before income taxes and equity net loss of affiliate

1,056,887

12.4%

1,061,751

13.6%

Income tax expense

257,875

3.0%

253,903

3.3%

Income before equity net loss of affiliate

799,012

9.4%

807,848

10.3%

Equity net loss of affiliate

2,210

0.0%

0.0%

Net income

$

796,802

9.4%

$

807,848

10.3%

Net income per common share:

Basic

$

17.70

$

17.00

Diluted

$

17.65

$

16.93

Weighted average common shares outstanding:

Basic

45,016

47,519

Diluted

45,151

47,710


Exhibit 3

Ulta Beauty, Inc.

Condensed Consolidated Balance Sheets

(In thousands)

November 1,

February 1,

November 2,

2025

2025

2024

(Unaudited)

(Unaudited)

Assets

    

    

    

Current assets:

Cash and cash equivalents

$

204,921

$

703,201

$

177,782

Receivables, net

237,352

223,334

213,621

Merchandise inventories, net

2,743,639

1,968,214

2,365,186

Prepaid expenses and other current assets

158,394

129,113

135,514

Prepaid income taxes

26,465

4,946

62,759

Total current assets

3,370,771

3,028,808

2,954,862

Property and equipment, net

1,366,504

1,239,295

1,264,419

Operating lease assets

1,710,804

1,609,870

1,619,055

Goodwill

392,606

10,870

10,870

Other intangible assets, net

6,089

204

281

Deferred compensation plan assets

52,684

47,951

48,872

Other long-term assets

112,834

64,695

60,127

Total assets

$

7,012,292

$

6,001,693

$

5,958,486

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

$

759,001

$

563,761

$

593,219

Accrued liabilities

473,949

380,241

333,463

Deferred revenue

462,964

500,585

405,040

Current operating lease liabilities

290,716

288,114

284,985

Accrued income taxes

46,777

Short-term debt

551,721

199,700

Total current liabilities

2,538,351

1,779,478

1,816,407

Non-current operating lease liabilities

1,732,219

1,635,120

1,656,317

Deferred income taxes

45,312

42,593

91,729

Other long-term liabilities

63,396

56,149

65,024

Total liabilities

4,379,278

3,513,340

3,629,477

Commitments and contingencies

Total stockholders’ equity

2,633,014

2,488,353

2,329,009

Total liabilities and stockholders’ equity

$

7,012,292

$

6,001,693

$

5,958,486


Exhibit 4

Ulta Beauty, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

39 Weeks Ended

November 1,

November 2,

2025

2024

(Unaudited)

(Unaudited)

Operating activities

Net income

$

796,802

$

807,848

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

218,985

197,075

Non-cash lease expense

260,632

235,950

Deferred income taxes

(1,613)

5,808

Stock-based compensation expense

30,324

27,691

Loss on disposal of property and equipment

7,398

7,280

Equity net loss of affiliate

2,210

Change in operating assets and liabilities:

Receivables

(13,138)

(5,682)

Merchandise inventories

(702,678)

(623,050)

Prepaid expenses and other current assets

(14,088)

(19,916)

Income taxes

(67,994)

(69,818)

Accounts payable

123,911

54,210

Accrued liabilities

6,567

(45,777)

Deferred revenue

(41,642)

(31,551)

Operating lease liabilities

(261,864)

(250,267)

Other assets and liabilities

(21,628)

12,240

Net cash provided by operating activities

322,184

302,041

Investing activities

Capital expenditures

(243,262)

(300,536)

Acquisitions, net of cash acquired

(386,793)

Other investments

(25,445)

(6,108)

Net cash used in investing activities

(655,500)

(306,644)

Financing activities

Borrowings from short-term debt

1,641,844

199,700

Payments on short-term debt

(1,118,683)

Repurchase of common shares

(703,960)

(765,384)

Stock options exercised

30,103

9,200

Purchase of treasury shares

(13,505)

(23,566)

Debt issuance costs

(763)

(4,159)

Net cash used in financing activities

(164,964)

(584,209)

Net decrease in cash and cash equivalents

(498,280)

(588,812)

Cash and cash equivalents at beginning of period

703,201

766,594

Cash and cash equivalents at end of period

$

204,921

$

177,782


Exhibit 5

Ulta Beauty, Inc.

Store Update

    

Total stores open

Number of stores

Number of stores

Total stores

at beginning of the

opened during the

closed during the

open at end

Fiscal 2025

quarter

    

quarter

    

quarter

    

of the quarter (1)

1st Quarter

1,445

6

0

1,451

2nd Quarter

1,451

24

2

1,473

3rd Quarter

1,473

28

1

1,500


(1)Excludes 84 stores in the U.K. and Ireland operated by Space NK as of the third quarter of fiscal 2025.

Gross square feet for

    

Total gross square

stores opened or

Gross square feet for

Total gross square

feet at beginning of

expanded during the

stores closed

feet at end of the

Fiscal 2025

the quarter

    

quarter

    

during the quarter

    

quarter (1)

1st Quarter

15,110,170

53,037

0

15,163,207

2nd Quarter

15,163,207

212,267

21,926

15,353,548

3rd Quarter

15,353,548

244,275

8,890

15,588,933


(1)Excludes 84 stores in the U.K. and Ireland operated by Space NK as of the third quarter of fiscal 2025.


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

    

November 1,

   

November 2,

2025

2024

Cosmetics

41%

41%

Skincare and wellness

24%

23%

Haircare

19%

20%

Fragrance

11%

10%

Services

3%

4%

Other

2%

2%

100%

100%

39 Weeks Ended

    

November 1,

   

November 2,

2025

2024

Cosmetics

40%

41%

Skincare and wellness

24%

24%

Haircare

19%

19%

Fragrance

11%

10%

Services

4%

4%

Other

2%

2%

100%

100%