01—Abstract
Summary
Summary of the 8-K filed December 18, 2025. Cited figures are marked; the original filing is the authoritative source.
On December 18, 2025, Ulta Beauty, Inc. filed a Current Report on Form 8-K under Item 5.02 (Departure of Directors or Certain Officers; Compensatory Arrangements of Certain Officers) and Item 9.01 (Financial Statements and Exhibits).
The filing discloses that on December 15, 2025, the company adopted an Executive Severance Plan that provides severance and benefits to its executive officers upon an involuntary termination without Cause, excluding terminations connected to a change in control and terminations due to death or disability, along with certain other exceptions. The company's existing Executive Change in Control and Severance Plan, dated March 24, 2017, will continue to govern eligible terminations under that plan. Under the new Severance Plan, a qualifying executive receives two times base salary in effect at termination, paid bi-weekly over 24 months; one times the lower of target annual bonus or actual bonus for the fiscal year of termination, paid as a lump sum when annual bonuses are paid; and Company-paid COBRA premiums for up to 12 months.
Payments are conditioned on a general release of claims and continued compliance with restrictive covenants for 24 months after termination. The Severance Plan fully replaces and supersedes any other severance protections for executive officers, including individual letters or other plans, other than those under the CIC Plan. Outstanding equity awards will be treated under the applicable equity plan and award agreements.
The filing is primarily a governance and compensation disclosure rather than a financial-results report. It contains no financial statements, and the plan documents are filed as Exhibits 10.1 and 10.2 and incorporated by reference.
The filing was signed by Rene G. Cásares, Chief Legal Officer.
02—Key points
Key Highlights
- Ulta Beauty adopted a new Executive Severance Plan on December 15, 2025, covering its executive officers in cases of involuntary termination without Cause.
- Qualifying executives receive two times base salary, paid bi-weekly over 24 months.
- Executives also receive one times the lower of target or actual annual bonus, paid as a lump sum when annual bonuses are paid to employees generally.
- Company-paid COBRA premiums are provided for up to 12 months following termination.
- Benefits are conditioned on a general release of claims and continued compliance with restrictive covenants for 24 months after termination.
- The new plan supersedes all other executive severance protections, except those under the existing Executive Change in Control and Severance Plan dated March 24, 2017, which remains in effect.
- Severance is excluded for terminations connected to a change in control or resulting from death or disability.
03—Questions
Frequently Asked Questions
What triggers severance benefits under the new Executive Severance Plan?
Benefits apply to an involuntary termination of employment without Cause, as defined in the plan. Terminations in connection with a change in control and terminations due to death or disability are excluded, subject to certain further exceptions.
How does the new plan interact with the existing Change in Control plan?
The Executive Change in Control and Severance Plan dated March 24, 2017 continues to apply and govern eligible terminations under that plan. The new Severance Plan replaces other severance protections but not the CIC Plan.
What conditions must an executive meet to receive severance?
The executive must deliver and not revoke an effective general release of claims in favor of the company and must continue complying with applicable restrictive covenants during employment and for 24 months after termination.
How are outstanding equity awards treated upon a qualifying termination?
Outstanding equity awards are treated in accordance with the terms of the applicable Company equity compensation plan and award agreement.
Where can investors find the full terms of the plans?
The full text of the Executive Severance Plan is filed as Exhibit 10.1, and the Executive Change in Control and Severance Plan is incorporated by reference as Exhibit 10.2 to the Company's Form 10-K filed March 28, 2017.
04—Continue