ULTAULTA BEAUTY, INC.
8-K5.028.019.01

Oct 16, 2025

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ULTA 8-K: Smart Summary

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On October 10, 2025, Ulta Beauty, Inc. appointed Christopher DelOrefice as Chief Financial Officer, principal financial officer, and principal accounting officer, effective December 5, 2025. Concurrent with his appointment, Christopher Lialios will cease serving as Interim Chief Financial Officer and return to his role as Senior Vice President, Controller.

Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

Appointments

  • Chief Financial Officer, Principal Financial Officer, and Principal Accounting Officer Christopher DelOrefice — appointed by the Board of Directors on October 10, 2025, effective December 5, 2025; age 54; previously served as Executive Vice President and Chief Financial Officer of Becton Dickinson & Company since September 2021; prior to that, spent over 20 years at Johnson & Johnson in roles including Vice President, Investor Relations (August 2018–September 2021), Vice President Finance and CFO North America Hospital Medical Devices, and Vice President Finance and CFO North America Consumer; currently serves on the Board of Directors of ResMed Inc. and chairs ResMed's audit committee

Executive Compensation

  • Christopher DelOrefice — Annual base salary of $980,000; beginning in fiscal year 2026, eligible for annual cash incentive with a target of 125% of base salary and a maximum of 200% of the target amount; beginning in fiscal year 2026, eligible to participate in the long-term incentive program with a 2026 target grant value of 450% of base salary, with awards expected to be granted in March 2026 (half in restricted stock units vesting March 15, 2029, and half in stock options vesting in equal installments over four years beginning March 15, 2027); sign-on cash payment of $1,000,000 (subject to repayment upon voluntary termination or termination for cause during the first year); grant of restricted stock units with a value of $1,100,000 vesting on the first anniversary of the grant date; grant of restricted stock units with a value of $2,200,000 vesting on the second anniversary of the grant date (both RSU grants expected in December 2025, subject to employment on grant date); relocation expense reimbursement for twelve months following start date; reimbursement of up to $20,000 in reasonable attorneys' fees related to his offer of employment; if involuntarily separated for reasons other than cause, eligible for severance benefits commensurate with Company policy for his job level, contingent on execution of an effective release of claims; all equity awards subject to a Confidential Information and Protective Covenant Agreement including non-competition and non-solicitation covenants for twelve months following termination

Departures

  • Interim Chief Financial Officer, Principal Financial Officer, and Principal Accounting Officer Christopher Lialios — will no longer serve in these interim roles effective upon Christopher DelOrefice's appointment as CFO on December 5, 2025; returns to his former role of Senior Vice President, Controller

Item 8.01: Other Events

Other

  • Christopher DelOrefice named as Ulta Beauty's next Chief Financial Officer, effective December 5, 2025
  • Chris Lialios will continue to serve as Interim Chief Financial Officer until December 5, 2025, then return to his role as Senior Vice President – Controller
  • Mr. DelOrefice joins from Becton Dickinson & Company, where he served as Executive Vice President and Chief Financial Officer since September 2021
  • Prior to Becton Dickinson, Mr. DelOrefice spent more than 20 years at Johnson & Johnson in financial leadership roles including VP Investor Relations and CFO roles for North America segments
  • Mr. DelOrefice is a Certified Public Accountant (inactive), holds a B.S. in Accounting and an M.B.A. from Villanova University, and serves on the Board of Directors for ResMed as Chair of its audit committee
§ MORE SUMMARIES

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