Every material Form 8-K Ulta Beauty has filed with the SEC since March 14, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Ulta Beauty reported second-quarter fiscal 2026 results with net sales up 8.9% to $3.0 billion and diluted EPS up 13.3% to $6.55. The company raised its fiscal 2026 diluted EPS outlook to $28.70 to $29.00 from $28.36 to $28.80 and increased its fiscal 2026 stock repurchase plan to $1.8 billion from $1.5 billion, which matters to shareholders because it signals stronger expected profit and more capital returned to them.
Net sales rose 8.9% to $3.0 billion, while comparable sales increased 3.8% for the quarter ended August 1, 2026.
Operating income increased 10.1% to $379.6 million; gross margin slipped to 39.1% from 39.2%.
Updated fiscal 2026 diluted EPS outlook is $28.70 to $29.00, up from $28.36 to $28.80.
Fiscal 2026 repurchase plan increased to $1.8 billion from $1.5 billion; $1.0 billion remained under the $3.0 billion program as of August 1, 2026.
Ulta Beauty's Board appointed Brieane L. Olson, chief executive of Pacific Sunwear of California, as an independent director, effective August 31, 2026. She fills the seat vacated by the resignation of Kelly Garcia, and the company says the Board will have 10 directors. The filing reports no financial results and describes a board change only.
Olson, 47, has served as CEO of Pacific Sunwear since May 2023 and joined PacSun in 2007.
Appointment is effective August 31, 2026, and her term runs to the 2027 Annual Meeting of Stockholders.
Board will consist of 10 directors after the appointment, per the press release.
Garcia's resignation from the Board takes effect on the same date; the press release says it ties to his move to Chief Technology Officer.
Ulta Beauty said board member Kelly Garcia will become its Chief Technology Officer effective August 31, 2026, and will resign from the board on that date. The change moves a board member into a senior executive role and is a leadership change rather than a financial result.
Kelly Garcia, a board member since 2022, is appointed Chief Technology Officer effective August 31, 2026.
Garcia resigns from the Board of Directors effective on his CTO start date.
Garcia previously served as Executive Vice President and CTO of Domino's Pizza since July 2012.
The filing contains no financial results or guidance.
At its June 9, 2026 annual meeting, Ulta Beauty stockholders elected all 10 director nominees, approved a new 2026 Incentive Award Plan, and approved amendments to the certificate of incorporation covering officer exculpation and exclusive forum provisions. The plan authorizes up to 5,001,201 shares, including 3,500,000 newly authorized shares, which shareholders should weigh as potential dilution. Most proposals passed with strong support, while the executive compensation advisory vote drew 22.02% against.
The 2026 Plan authorizes up to 5,001,201 shares: 3,500,000 new shares plus 1,501,201 remaining under the Prior Plan as of April 13, 2026.
Executive compensation advisory vote: 77.83% for, 22.02% against.
Ernst & Young LLP ratified as independent auditor for fiscal 2026, ending January 30, 2027, with 88.08% for.
Lorna E. Nagler and Gisel Ruiz received the lowest director support at 94.21% and 94.62% for, respectively.
Ulta Beauty reported first-quarter fiscal 2026 results for the period ended May 2, 2026, with net sales up 11.1% to $3.2 billion and diluted EPS up 15.5% to $7.74. The company raised its fiscal 2026 diluted EPS outlook to $28.36 to $28.80 and its operating income growth outlook to 6.5% to 9%, while leaving net sales, comparable sales and capital expenditure guidance unchanged. Shareholders benefit from higher profit and $555.0 million in share repurchases, though SG&A expenses rose 14.6%, faster than net sales.
Net sales rose 11.1% to $3.2 billion and comparable sales rose 5.3%; operating income rose 11.6% to $448.3 million.
Diluted EPS was $7.74 versus $6.70 a year earlier; net income was $340.5 million.
Fiscal 2026 diluted EPS outlook raised to $28.36 to $28.80 from $28.05 to $28.55; operating income growth outlook raised to 6.5% to 9% from 6% to 9%.
Repurchased $555.0 million of common stock; $1.3 billion remained under the $3.0 billion program as of May 2, 2026.
Ulta Beauty reported fourth-quarter net sales of $3.9 billion, up 11.8% from a year earlier, but diluted EPS fell to $8.01 from $8.46 as operating margin declined to 12.2% from 14.8%. The company also guided fiscal 2026 to net sales growth of 6% to 7% and diluted EPS of $28.05 to $28.55, which compares with $25.64 in fiscal 2025.
Q4 net sales rose 11.8% to $3.9 billion; comparable sales rose 5.8%.
Q4 diluted EPS was $8.01 versus $8.46 a year earlier; operating margin was 12.2% versus 14.8%.
Fiscal 2026 outlook: net sales growth of 6% to 7%, operating income growth of 6% to 9%, diluted EPS of $28.05 to $28.55.
Fiscal 2025 diluted EPS was $25.64; the company repurchased shares worth $890.5 million during the year.
Ulta Beauty adopted an Executive Severance Plan on December 15, 2025, providing severance to executive officers after involuntary terminations without cause, except terminations tied to a change in control. The company's 2017 change-in-control plan remains in effect and the new plan replaces other executive severance arrangements, which sets a standard benefit structure for executives but reports no financial figures for shareholders.
Severance equals two times base salary, paid bi-weekly over 24 months, plus one times the lower of target or actual annual bonus, paid as a lump sum.
Company-paid COBRA premiums cover up to 12 months after termination; payments require a general release and compliance with restrictive covenants for 24 months.
The Severance Plan replaces prior individual letters and plans, except the Executive Change in Control and Severance Plan dated March 24, 2017.
Ulta Beauty reported third-quarter fiscal 2025 net sales of $2.9 billion, up 12.9%, with comparable sales up 6.3%. Diluted earnings per share were flat at $5.14, while operating margin fell to 10.8% from 12.6%. The company raised its fiscal 2025 diluted EPS outlook to $25.20 to $25.50 from $23.85 to $24.30.
Net sales rose to $2.9 billion from $2.5 billion; comparable sales rose 6.3% versus 0.6% a year earlier.
Net income was $230.9 million, down from $242.2 million; diluted EPS was $5.14, flat year over year.
Operating income was $309.4 million, or 10.8% of net sales, compared with $318.5 million, or 12.6%.
Fiscal 2025 guidance now calls for net sales of approximately $12.3 billion and comparable sales growth of 4.4% to 4.7%.
Ulta Beauty appointed Christopher DelOrefice, currently EVP and CFO of Becton Dickinson, as its Chief Financial Officer, effective December 5, 2025. Chris Lialios, who has been serving as interim CFO, will return to his former role of Senior Vice President, Controller. A CFO change is a significant leadership event for shareholders, and the filing sets out his pay package, including a $1,000,000 sign-on cash payment and $3,300,000 in restricted stock units.
Christopher DelOrefice, 54, named CFO effective December 5, 2025; previously EVP and CFO of Becton Dickinson since September 2021
Base salary of $980,000; target annual cash incentive of 125% of base salary, maximum 200% of target
Sign-on cash payment of $1,000,000 plus restricted stock units valued at $1,100,000 and $2,200,000, subject to vesting schedules
Christopher Lialios returns to Senior Vice President, Controller after serving as interim CFO
Ulta Beauty reported second-quarter fiscal 2025 results for the period ended August 2, 2025, with net sales up 9.3% to $2.8 billion and diluted earnings per share up 9.1% to $5.78. The company also raised its full-year fiscal 2025 outlook, including diluted earnings per share of $23.85 to $24.30, up from $22.65 to $23.20. Operating margin declined to 12.4% from 12.9% a year earlier.
Comparable sales rose 6.7% in the quarter, compared with a 1.2% decrease a year earlier.
Net income was $260.9 million, or $5.78 per diluted share, compared with $252.6 million, or $5.30 per diluted share.
Fiscal 2025 comparable sales outlook raised to 2.5% to 3.5% from 0% to 1.5%; net sales outlook raised to $12.0 billion to $12.1 billion from $11.5 billion to $11.7 billion.
Results include Space NK since its July 10, 2025 acquisition; the company drew $289.1 million on its revolving credit facility to fund it.
Ulta Beauty expanded its board from ten to twelve directors on August 20, 2025, appointing Martin Brok and Stephenie Landry as independent directors, effective September 1, 2025. Both will serve on the Audit and Compensation Committees. The filing reports board changes only and includes no financial results or guidance.
Board size increased from ten to twelve directors; Martin Brok and Stephenie Landry filled the new seats
Both appointments are effective September 1, 2025, with terms running to the 2026 Annual Meeting of Stockholders
Brok is Founder & CEO of mb Capital Advisors and formerly led Sephora as Global President & CEO; Landry was previously COO of Honor Technology and held Amazon vice president roles
Ulta Beauty disclosed a Separation and Release Agreement, dated July 21, 2025, with former Chief Financial Officer Paula Oyibo, who left the company effective June 24, 2025. The filing sets out severance benefits, a 24-month restrictive covenant period, and forfeiture of her unvested equity awards, which matters to shareholders because it defines the cost and conditions of the CFO transition.
Separation Date was June 24, 2025; the agreement was entered into on July 21, 2025.
Severance 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 at target, or 100% of base salary, plus up to 18 months of company-paid health care.
Outstanding unvested equity awards were forfeited; benefits are conditioned on a general release and 24 months of restrictive covenants.
Ulta Beauty said its Chief Financial Officer, Paula Oyibo, has left the company, effective June 24, 2025. Chris Lialios, its Senior Vice President and Controller since 2018, became Interim CFO and principal financial and accounting officer, and the company has started an external search for a permanent CFO. The company also reaffirmed its fiscal 2025 guidance, which matters to shareholders because it signals the outlook is unchanged despite the leadership change.
Paula Oyibo left as CFO, Treasurer and principal financial officer, effective June 24, 2025
Chris Lialios, 60, named Interim CFO with an annualized base salary of $525,000 and a cash incentive target of 100% of salary
Fiscal 2025 guidance reaffirmed: comparable store sales growth of 0% to 1.5%, operating margin of 11.7% to 11.8%, diluted EPS of $22.65 to $23.20
Ulta Beauty reported first-quarter fiscal 2025 results for the period ended May 3, 2025, with net sales up 4.5% to $2.8 billion and diluted earnings per share of $6.70, versus $6.47 a year earlier. Net income fell to $305.1 million from $313.1 million, and operating margin declined to 14.1% from 14.7%. The company raised its fiscal 2025 diluted EPS outlook to $22.65 to $23.20 from $22.50 to $22.90.
Net sales rose 4.5% to $2.8 billion; comparable sales increased 2.9%, driven by a 2.3% rise in average ticket and a 0.6% rise in transactions.
Diluted EPS was $6.70 versus $6.47, while net income declined to $305.1 million from $313.1 million and the effective tax rate rose to 24.6% from 23.2%.
Fiscal 2025 outlook: diluted EPS raised to $22.65 to $23.20 from $22.50 to $22.90; net sales raised to $11.5 billion to $11.7 billion; comparable sales raised to 0% to 1.5%.
Share repurchases of $358.7 million in the quarter; $2.3 billion remained under the $3.0 billion program as of May 3, 2025.
Ulta Beauty said its General Counsel, Chief Risk & Compliance Officer and Corporate Secretary, Jodi J. Caro, notified the company on March 13, 2025 that she intends to retire later this spring. A successor is set to join next month and will work with Ms. Caro to ensure a seamless transition, and the filing reports no financial figures.
Jodi J. Caro notified Ulta Beauty on March 13, 2025 of her intent to retire later this spring
Her successor will join the company next month, according to the filing
Ms. Caro holds three roles: General Counsel, Chief Risk & Compliance Officer and Corporate Secretary
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