ULTAULTA BEAUTY, INC.
8-K5.029.01

Dec 18, 2025

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ULTA 8-K: Smart Summary

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On December 15, 2025, Ulta Beauty, Inc. adopted a new Executive Severance Plan providing severance pay and benefits to executive officers upon an involuntary termination without Cause outside of a change-in-control context, replacing all prior individual severance arrangements for eligible executives.

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

Executive Compensation

  • Executive Officers (covered under the new Executive Severance Plan) — Upon a Qualifying Termination: (1) two (2) times Base Salary, payable in bi-weekly installments over twenty-four (24) months, with first installment within 21 days following the effective date of the Release; (2) one (1) times the lower of (i) target annual Bonus in effect at the time of termination or (ii) actual Bonus for the fiscal year of termination, as determined by the Compensation Committee, paid as a cash lump sum when annual bonuses are paid generally (but no later than the applicable 2½ month period following termination); (3) Company-paid COBRA premium payments for up to twelve (12) months following the termination date; (4) equity awards treated per the terms of the applicable equity compensation plan and award agreement; (5) accrued but unpaid salary, earned but unpaid prior-year bonus, unused accrued vacation, and unreimbursed business expenses paid without regard to Release requirement. Benefits conditioned on execution and non-revocation of a general release of claims and compliance with restrictive covenants for twenty-four (24) months post-termination. The Restricted Period under the existing CIPCA is extended to twenty-four (24) months (from twelve (12) months). The Severance Plan replaces in full and supersedes all prior individual severance arrangements (other than the CIC Plan). The Company's Executive Change in Control and Severance Plan dated March 24, 2017 continues to apply to eligible terminations thereunder.
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