Ulta Beauty Inc — Current Report (Form 8-K)

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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 15, 2025

ULTA BEAUTY, INC.

(Exact name of registrant as specified in its charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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.      ☐

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Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 15, 2025, Ulta Beauty, Inc. (the “Company” or “Ulta Beauty”) adopted an Executive Severance Plan (the “Severance Plan”), which provides for the payment of severance and other benefits to its executive officers (as defined in Rule 3b-7 of the Securities Exchange Act of 1934, as amended) in the event of an involuntary termination of employment with Ulta Beauty without “Cause” (as is defined in the Severance Plan), other than (i) any such termination in connection with a change in control of the Company, or (ii) a termination of employment due to death or disability and subject to certain further exceptions. The Company’s Executive Change in Control and Severance Plan, dated March 24, 2017, (the “CIC Plan”) will continue to apply and govern with respect to eligible terminations of employment thereunder.

In the event of a qualifying termination under the Severance Plan, the executive officer will be entitled to receive the following:

The executive’s right to receive the severance payments and benefits described above is subject to his or her delivery and non-revocation of an effective general release of claims in favor of the Company and the executive officer’s continued compliance with applicable restrictive covenants during the executive’s employment and for a period of twenty-four (24) months following the executive officer’s termination of employment.

Outstanding equity awards held by the executive officer as of the date of termination of employment will be treated in accordance with the terms and conditions of the applicable Company equity compensation plan and award agreement.

The Severance Plan replaces in full and supersedes any other severance protections provided to the executive officers, including, without limitation, any individual letters or other plans (other than those provided under the CIC Plan). The foregoing descriptions of the Severance Plan and the CIC Plan are qualified in their entirety by reference to the full text of the Severance Plan and CIC Plan, copies of which are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.

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Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

The exhibits listed in the Exhibit Index below are being furnished herewith.

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SIGNATURES

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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.

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