DEF 14A of Ulta Beauty, Inc., Apr 22, 2026

DEF 14A of Ulta Beauty, Inc.

Filed Apr 22, 2026 · FY20250001104659-26-046308

Open on EDGAR

  1. Proxy Materials

    | CORPORATE GOVERNANCE | 1 | | Proposal One — Election of Directors | 10 | | Information About Our Director Nominees | 11 | | Non-Employee Director Compensation for Fiscal 2025 | 17 | | Proposal Two — Amendment to our Certificate of Incorporation, as amended, to limit officer liability | 19 | | Proposal Three — Amendment to our Certificate of Incorporation, as amended, to add forum selection provisions | 21 | | Proposal Four — Ratification of Appointment of Independent Registered Public Accounting Firm | 24 | | Fees to Independent Registered Public Accounting Firm | 25 | | Report of the Audit Committee of the Board of Directors | 26 | | Compensation Committee | 27 | | Report of the Compensation Committee of the Board of Directors | 29 | | COMPENSATION DISCUSSION AND ANALYSIS | 30 | | CEO Pay Ratio | 55 | | Proposal Five — Advisory Resolution on Executive Compensation | 56 | | Pay Versus Performance | 57 | | STOCK OWNERSHIP | 62 | | Proposal Six — Approval of the 2026 Ulta Beauty, Inc. Incentive Award Plan | 65 | | CERTAIN RELATIONSHIPS AND TRANSACTIONS | 74 | | QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING | 75 | | MISCELLANEOUS | 81 | | APPENDIX A: Proposed Amendment to our Certificate of Incorporation, as amended, to limit officer liability | A-1 | | APPENDIX B: Proposed Amendment to our Certificate of Incorporation, as amended, to add forum selection provisions | B-1 | | APPENDIX C: 2026 Ulta Beauty, Inc. Incentive Award Plan | C-1 |

  2. MAJORITY VOTE STANDARD FOR ELECTION OF DIRECTORS AND DIRECTOR RESIGNATION POLICY

    MAJORITY VOTE STANDARD FOR ELECTION OF DIRECTORS AND DIRECTOR RESIGNATION POLICY Our Bylaws require that, in an uncontested election, each director be elected by a majority of the votes cast by the shares present virtually or represented by proxy and entitled to vote at in such election, such that the number of shares voted “for” a director nominee must exceed the number of shares voted “against” that nominee. A plurality voting standard is applicable to any contested election of directors. A “contested election of directors” is one in which the number of nominees for director is greater than the number of directors to be elected. Our Corporate Governance Guidelines require that, following any election of directors other than a contested election, any incumbent director who was a nominee and who did not receive a majority of the votes cast by the shares present virtually or represented by proxy and entitled to vote at the meeting must promptly tender his or her resignation to the Board. Our Corporate Governance Guidelines further provide that a recommendation on whether or not to accept such a resignation will then be made by the Nominating & Corporate Governance Committee or, if each member of the Nominating & Corporate Governance Committee did not receive the required majority vote or the Nominating & Corporate Governance Committee is otherwise unable to act, a majority of the Board will appoint a special committee of independent directors for the purpose of making a recommendation to the Board (the committee with authority to act is referred to as the “Nominating Committee”). If no independent directors receive the required majority vote, our Corporate Governance Guidelines require that the Board act on the resignations. Within 60 days following certification of the stockholder vote, the Nominating Committee will recommend to the Board the action to be taken. Any director who tenders his or her resignation will not participate in the Nominating Committee recommendation or Board action regarding whether to accept the resignation. The Board will determine whether to accept the resignation within 90 days following certification of the stockholder vote in accordance with the procedures and factors set forth in our Corporate Governance Guidelines.

  3. PROPOSAL ONE: ELECTION OF DIRECTORS

    PROPOSAL ONE: ELECTION OF DIRECTORS

  4. PROPOSAL ONE: ELECTION OF DIRECTORS

    | What are you voting on? You are being asked to elect each of Martin Brok, Kelly E. Garcia, Catherine A. Halligan, Stephenie Landry, Patricia A. Little, George R. Mrkonic, Lorna E. Nagler, Gisel Ruiz, Michael C. Smith, and Kecia L. Steelman, as directors to hold office until the 2027 Annual Meeting of Stockholders. | The Board is currently composed of twelve members, eleven of whom are non-employee, independent directors. Each director is elected to the Board to serve a term that expires at the next Annual Meeting of Stockholders or until a successor is duly elected and qualified or until his or her resignation, removal, or death. Michelle L. Collins, a director since 2014, and Heidi G. Petz, a director since 2022, have opted to retire from the Board as of the date of the Annual Meeting and will not be standing for re-election. The Board will accordingly reduce its size from twelve to ten directors effective immediately following the Annual Meeting. We thank Ms. Collins and Ms. Petz for their service on the Board. Vacancies on our Board may be filled by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy, including a vacancy created by an increase in size of the Board, will serve for the remainder of the annual term and until that director’s successor is elected. | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH DIRECTOR NOMINEE | |

  5. PROPOSAL ONE: ELECTION OF DIRECTORS

    The affirmative vote of the holders of a majority of the votes cast by the shares present virtually or represented by proxy and entitled to vote at the Annual Meeting will be required to approve the nominees for election, assuming the election is uncontested (a plurality voting standard applies in contested elections). For this purpose, a majority of the votes cast means that the number of shares voted “for” a director’s election must exceed the number of shares voted “against” that director’s election. Abstentions and broker non-votes will be counted towards a quorum but will not be counted for any purpose in determining whether the nominees have been elected. For additional information on our majority voting in uncontested elections of directors policy and our policy on incumbent director resignation in an uncontested election, please see “Corporate Governance — Majority Vote Standard for Election of Directors and Director Resignation Policy” above.

  6. Summary of Qualifications and Experience of Director Nominees

    Summary of Qualifications and Experience of Director Nominees The following table highlights the most relevant areas of specific skills, qualifications, attributes, and professional experiences that the Board considered for each director nominee. In addition to executive leadership, which all our directors possess, a particular director may possess additional experiences, qualifications, attributes, or skills, even if not expressly indicated as one of the most relevant below.

  7. Director Skills Matrix

    Director Skills Matrix

  8. Director Skills Matrix

    | | CEO Experience | Governance | Finance | Retail | E-commerce & Digital/Technology | Distribution | Marketing | Strategy | Operations | Cybersecurity/ Privacy | International | | Lorna E. Nagler | | | | | | | | | | | | | Martin Brok | | | | | | | | | | | | | Kelly E. Garcia | | | | | | | | | | | | | Catherine A. Halligan | | | | | | | | | | | | | Stephenie Landry | | | | | | | | | | | | | Patricia A. Little | | | | | | | | | | | | | George R. Mrkonic | | | | | | | | | | | | | Gisel Ruiz | | | | | | | | | | | | | Michael C. Smith | | | | | | | | | | | | | Kecia L. Steelman | | | | | | | | | | | |

  9. Director Skills Matrix

    | Top-3 Skill or Experience | Other Key Skill or Experience |

  10. Director Skills Matrix

    | 10 | |

  11. Director Skills Matrix

    The below table provides background information regarding our Board, including with respect to tenure and ethnic and gender diversity, as of January 31, 2026.

  12. Board member demographics

    Board member demographics INFORMATION ABOUT OUR DIRECTOR NOMINEES

  13. Board member demographics

    | What are you voting on? You are being asked to elect each of Martin Brok, Kelly E. Garcia, Catherine A. Halligan, Stephenie Landry, Patricia A. Little, George R. Mrkonic, Lorna E. Nagler, Gisel Ruiz, Michael C. Smith, and Kecia L. Steelman as directors to hold office until our 2027 Annual Meeting of Stockholders and until their successors are elected and qualified or until their resignation, removal, or death. | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF EACH NAMED NOMINEE |

  14. Board member demographics

    | | 11 |

  15. Board member demographics

    Nominees For Election:

  16. Board member demographics

    | Martin Brok | | Kelly E. Garcia | | | INDEPENDENT DIRECTOR COMMITTEES ñ Audit ñ Compensation Director Since: 2025 Age: 59 | | INDEPENDENT DIRECTOR COMMITTEES ñ Audit ñ Nominating & Corporate Governance Director Since: 2022 Age: 51 | | | DIRECTOR QUALIFICATIONS Mr. Brok brings to the Board deep experience in the areas of retailing, merchandising, and brand strategy gained over more than 35 years of leadership in consumer-facing businesses. The breadth of his global experience, his strategic and financial acumen, and his track record of leading omnichannel innovation and integration position him well to contribute to the Board’s oversight of the Company’s strategic initiatives. KEY SKILLS AND EXPERTISE ñ Strategy: Demonstrated keen strategic mindset throughout career, driving disruptive innovation, leading significant business transformations, and unlocking international and digital growth. ñ Retail: Developed significant expertise in digital commerce and consumer analytics in roles at global retailers. Skilled at building and scaling brands. Led initiatives at Sephora to rebuild internal technology infrastructure, enhance digital and personalization capabilities, and focus on seamless customer experiences. ñ International: Gained from his leadership of business units across Europe, the Middle East, Africa, and North America as well as board service on companies in diverse industries in the U.S. and Europe. CAREER HIGHLIGHTS MB CAPITAL ADVISORS – global investment and advisory services firm ñ Founder and CEO (since 2022) ADVENT INTERNATIONAL – global private equity firm ñ Operating Partner (since 2022) SEPHORA SA – global omnichannel prestige beauty retailer ñ CEO and President (2020-2022) STARBUCKS CORPORATION (NASDAQ: SBUX) – multinational roaster, marketer, and retailer of specialty coffee products ñ President, Europe, Middle East, and Africa (2016-2020) ñ SVP, Strategic Partnerships (2016) Previous consumer products experience with NIKE, INC. (NYSE: NKE), BURGER KING CORPORATION, and THE COCA-COLA CORPORATION (NYSE: KO). OTHER PUBLIC BOARD DIRECTORSHIPS ñ Oatly Group AB (NASDAQ: OTLY) (since 2023) EDUCATION ñ B.B.A., Georgia State University, Marketing ñ P.M.D., Harvard Business School | | DIRECTOR QUALIFICATIONS Mr. Garcia contributes to the Board his industry-leading expertise developing and implementing strategic technology initiatives to support and improve business operations, with a proven track record of revolutionizing online consumer experience with global reach. His qualifications include over 25 years of professional technology and leadership experience, including roles with responsibility for digital innovation, development of global commercial software products, e-commerce analytics, and customer loyalty, cybersecurity, and data privacy. KEY SKILLS AND EXPERTISE ñ E-commerce & Digital/Technology: Acquired while serving in a number of senior leadership roles, including as Chief Technology Officer at Domino’s, where he transformed the online customer experience and continues to earn industry recognition for adopting leading technological innovation tools that elevate the customer experience, including the development of multiple global software platforms integral to Domino’s e-commerce strategy with the integration of mobile ordering and GPS capabilities. ñ Cybersecurity/Privacy: Developed through his experience leading multifunctional teams responsible for building out Domino’s suite of global software platforms and integrations with other service and hardware providers, with special focus on the adoption of cybersecurity and data privacy protocols to ensure the protection of enterprise platforms and consumer information. ñ International: Obtained through executive leadership roles where he was responsible for scaling technology platforms to support Domino’s international operations and various leadership roles overseeing global business and strategic marketing intelligence for international stakeholders at prior employers. CAREER HIGHLIGHTS DOMINO’S PIZZA, INC. (NYSE: DPZ) – multinational pizza restaurant chain ñ Chief Technology Officer (since 2020) ñ SVP, eCommerce Development and Emerging Technologies (2016–2020) ñ VP, eCommerce Development (2012–2016) Previous information technology and analytics experience with R.L. POLK & COMPANY (acquired by IHS Inc. in 2013). EDUCATION ñ B.S., The Ohio State University, Computer Science Engineering | |

  17. Board member demographics

    | 12 | |

  18. Board member demographics

    | Catherine A. Halligan | | Stephenie Landry | | | INDEPENDENT DIRECTOR COMMITTEES ñ Compensation ñ Nominating & Corporate Governance Director Since: 2012 Age: 63 | | INDEPENDENT DIRECTOR COMMITTEES ñ Audit ñ Compensation Director Since: 2025 Age: 48 | | | DIRECTOR QUALIFICATIONS Ms. Halligan contributes to the Board over 20 years of experience in digital transformation, disruptive technology, marketing, omnichannel business capabilities, and e-commerce in the retail and software-as-a-service (“SaaS”) industries. She has a proven track record of developing high growth online platforms and strategic brand and marketing strategies to drive exceptional customer experience and contributes to the Board her extensive public company board expertise. KEY SKILLS AND EXPERTISE ñ E-Commerce & Digital/Technology: Developed from her experiences leading e-commerce and digital sales growth and transformation and technological disruption strategies for prominent retailers, including Walmart.com, Williams-Sonoma, and Blue Nile, in addition to her leadership and strategic advisory experience with SaaS companies. ñ Retail: Obtained through multiple executive leadership and public board roles across domestic and international retailers with store and digital operations. ñ Strategy: Gained from her extensive experience in marketing and e-commerce leadership roles and her tenure as an associate partner at a management consulting firm advising multinational corporations on growth, transformation, branding, and marketing. CAREER HIGHLIGHTS POWERREVIEWS INC. (acquired by 1WorldSync in 2023) – leading social commerce network ñ SVP, Sales and Marketing (2010–2012) WALMART INC. (NYSE: WMT) – multinational retail corporation operating general merchandise and grocery stores ñ VP Market Development, Global eCommerce, Walmart Inc. (2009–2010) ñ Chief Marketing Officer, Walmart.com (2007–2009) ñ VP, Product Management and Multi-Channel Integration (2006–2007) ñ Strategic Advisor, Walmart.com (2005-2006) Previous retail experience with BLUE NILE, WILLIAMS-SONOMA, and GYMBOREE. OTHER PUBLIC BOARD DIRECTORSHIPS ñ JELD-WEN Holding, Inc. (NYSE: JELD) (since 2022) ñ Driven Brands Holdings Inc. (NASDAQ: DRVN) (since 2020) ñ Ferguson Plc (NYSE: FERG) (since 2019) EDUCATION ñ B.S., Northern Illinois University, Finance | | DIRECTOR QUALIFICATIONS Ms. Landry brings to the Board over 20 years of leadership in consumer technology, retail operations, and strategic transformation. Her deep experience leading complex global operations, driving product innovations, and leading strategic initiatives that helped to transform grocery shopping and logistics enables her to contribute invaluable insights to Board discussions. In addition to her operational and digital innovation expertise, Ms. Landry contributes sustainability leadership gained from her experience leading Amazon’s net-zero initiative as its Vice President of Sustainability. KEY SKILLS AND EXPERTISE ñ E-Commerce & Digital/Technology: Developed through extensive experience blending cutting-edge technology with a disciplined operational approach to create disruptive products and services. ñ Operations: Proven track record of scaling global operations and delivering consistent business growth and profitability improvement, including through her leadership of Amazon’s grocery business during the COVID-19 pandemic. ñ Strategy: Significant experience driving large-scale changes and fostering innovation within complex organizations, including through conceptualizing and launching Amazon’s Prime Now delivery service in only 111 days. CAREER HIGHLIGHTS HONOR TECHNOLOGY – eldercare services company ñ Chief Operating Officer (2024-2025) AMAZON.COM INC. (NASDAQ: AMZN) – global e-commerce, cloud computing, and technology leader ñ Vice President, Sustainability (2023-2024) ñ Vice President, Worldwide Grocery (2020-2023) ñ Vice President, Amazon Fresh & Whole Foods Online (2017-2020) ñ Vice President, Prime Now (2014-2017) EDUCATION ñ B.A., Wellesley College ñ M.B.A., University of Michigan | |

  19. Board member demographics

    | | 13 |

  20. Board member demographics

    | Patricia A. Little | | George R. Mrkonic | | | INDEPENDENT DIRECTOR COMMITTEES ñ Audit (Chair since 2024) Director Since: 2019 Age: 65 | | INDEPENDENT DIRECTOR COMMITTEES ñ Nominating & Corporate Governance (Chair since 2022) ñ Compensation Director Since: 2015 Age: 73 | | | DIRECTOR QUALIFICATIONS Ms. Little contributes deep financial and leadership expertise to the Board developed over a career of more than 30 years in finance, accounting, and treasury roles with multinational companies, along with a strong track record of supporting the development of profitable, sustainable international business models through strategic capital allocation and disciplined enterprise cost management. KEY SKILLS AND EXPERTISE ñ Finance: Developed throughout her extensive executive leadership career in corporate finance, including serving as CFO of The Hershey Company and Kelly Services Inc. In these positions Ms. Little oversaw enterprise financial systems, strategic capital allocation strategies, enterprise risk management functions, and financial reporting. ñ International: Obtained through leadership roles at multinational organizations, including at Ford Motor Company, Kelly Services Inc., and The Hershey Company, where she managed an internationally based finance organization. ñ Marketing: Gained through her leadership experiences at consumer-oriented and brand-driven companies, developed through cross-functional corporate partnerships to develop effective marketing capital allocation strategies that supported top-line growth. CAREER HIGHLIGHTS THE HERSHEY COMPANY (NYSE: HSY) – US multinational confectionary company ñ Chief Financial Officer (2015–2019) KELLY SERVICES, INC. (NYSE: MKC) – leading provider of staffing and workforce solutions ñ Chief Financial Officer (2008–2015) FORD MOTOR COMPANY (NYSE: F) – US multinational automobile manufacturer ñ General Auditor (2006–2008) ñ Senior leadership roles in accounting and corporate finance (1984–2006) OTHER PUBLIC BOARD DIRECTORSHIPS ñ McCormick & Company, Inc. (NYSE: MKC) (2010-2025) EDUCATION ñ B.S., Drake University, Accounting ñ M.S.I.A., Carnegie Mellon University | | DIRECTOR QUALIFICATIONS Mr. Mrkonic contributes to the Board his deep expertise in corporate strategy, finance, governance, and industry leadership stemming from his more than 40 years of experience in the retail and manufacturing sectors as a senior executive and director of large public retail companies, providing him with a broad understanding of the complex strategic issues facing retail companies. KEY SKILLS AND EXPERTISE ñ Governance: Attained from service on multiple public company boards, including North American and UK retail companies. ñ Strategy: Developed through his leadership roles with national retailers, overseeing strategy development and implementation across large retail operations. ñ Finance: Gained from his experience serving in senior financial leadership roles at complex retail organizations, where he was responsible for financial reporting, development and implementation of capital allocation strategies, and internal audit. CAREER HIGHLIGHTS BORDERS GROUP, INC. – former book and music retail chain ñ Director (1994–2004) ñ Vice Chair (1994–2002) ñ President (1994–1997) KMART SPECIALTY RETAILING GROUP – group under the nationwide retail chain Kmart Corporation ñ President (1990–1994) Previous retail experience with EYELAB, INC., HERMAN’S WORLD OF SPORTING GOODS, and W.R. GRACE & COMPANY. OTHER PUBLIC BOARD DIRECTORSHIPS ñ AutoZone, Inc. (NYSE: AZO) (since 2006) ñ Brinker International Inc. (NYSE: EAT) (2003–2022) EDUCATION ñ B.A., Stanford University, Economics ñ M.A., Stanford University, Economics ñ M.B.A., Harvard Business School | |

  21. Board member demographics

    | 14 | |

  22. Board member demographics

    | Lorna E. Nagler | | Gisel Ruiz | | | INDEPENDENT CHAIR OF THE BOARD (since 2022) COMMITTEES ñ None Director Since: 2009 Age: 69 | | INDEPENDENT DIRECTOR COMMITTEES ñ Compensation (Chair since 2024) Director Since: 2022 Age: 55 | | | DIRECTOR QUALIFICATIONS Ms. Nagler contributes to the Board nearly 40 years of retail expertise, including first-hand experience leading a wide variety of retail companies. She brings an extensive understanding of merchandising and operations strategies, as well as in-depth knowledge and capabilities in customer loyalty programs with multi-faceted customer bases. KEY SKILLS AND EXPERTISE ñ Retail: Developed through extensive senior leadership experiences serving at a variety of national retail companies with a strong track record of successfully introducing new national brands and transforming customer relations management capabilities. ñ Operations: Attained expertise through overseeing all aspects of retail operations, including global supply chain management, merchandizing, marketing, risk and reputation management, and talent engagement. ñ Governance: Acquired through service on other public company boards, which enhanced her governance expertise and enables her to strengthen our Board’s oversight capabilities. CAREER HIGHLIGHTS BEALLS DEPARTMENT STORES, INC. – department store specializing in home goods, apparel, and accessories ñ President (2011–2016) CHRISTOPHER & BANKS CORPORATION (acquired by iMedia Brands, Inc. in 2021) – specialty retailer of women’s clothing ñ President and Chief Executive Officer (2007–2010) Previous retail experience with CHARMING SHOPPES, INC., KMART CORPORATION, KIDS “R” US, MONTGOMERY WARD, and MAIN STREET DEPARTMENT STORES. OTHER PUBLIC BOARD DIRECTORSHIPS ñ Leslie’s, Inc. (NASDAQ: LESL) (since 2024) ñ Hibbett, Inc. (acquired by JD Sports Fashion plc in 2024) (2019 - 2024) EDUCATION ñ B.S., University of Wisconsin, Retail | | DIRECTOR QUALIFICATIONS Ms. Ruiz contributes to the Board over 25 years of professional retail and leadership experience, including executive and senior management positions with oversight responsibilities spanning across cost optimization, real estate operations, in-store innovation, sustainability, and human capital. Her successful track record of leading digital and multi-channel transformation, enabling large scale growth, and driving innovative tech-enabled consumer experiences further enhances the Board’s oversight capabilities. KEY SKILLS AND EXPERTISE ñ Retail: Acquired from her deep retail executive leadership experience at Walmart, where she was responsible for the oversight of over 4,100 U.S. Walmart stores, 1.3 million employees, and P&L responsibility for the organization’s $279 billion in revenue. ñ Operations: Gained from her experience leading complex operations and human resources functions in senior and executive level leadership positions for Walmart U.S. and Sam’s Club, where she served as COO overseeing operations, real estate, territory sales, food service operation, and in-store innovation. ñ International: Obtained from her unique directorships on multinational company boards, including Walmart de Mexico, S.A.B. de CB, and leadership role responsible for Walmart’s international human resources function across 27 countries. CAREER HIGHLIGHTS SAM’S CLUB – leading membership warehouse retail division of Walmart ñ EVP, Chief Operating Officer (2017–2019) WALMART INC. (NYSE: WMT) – multinational retail corporation operating general merchandise and grocery stores ñ EVP, International Human Resources (2015–2017) ñ EVP, Chief Operating Officer (2012–2015) ñ Various other leadership roles (1992–2012) OTHER BOARD DIRECTORSHIPS ñ Cracker Barrel Old Country Store, Inc. (NASDAQ: CBRL) (since 2020) ñ Vital Farms, Inc. (NASDAQ: VITL) (since 2020) ñ TelevisaUnivision (since 2020) EDUCATION ñ B.S., Santa Clara University, Marketing | |

  23. Board member demographics

    | | 15 |

  24. Board member demographics

    | Michael C. Smith | | Kecia L. Steelman | | | INDEPENDENT DIRECTOR COMMITTEES ñ Audit ñ Nominating & Corporate Governance Director Since: 2019 Age: 56 | | PRESIDENT & CEO COMMITTEES ñ None Director Since: 2025 Age: 55 | | | DIRECTOR QUALIFICATIONS Mr. Smith contributes over 25 years of professional retail experience and a strong understanding of data analytics and logistics through a customer-centric lens. He additionally brings differentiated operational leadership expertise in the financial services, technology, and retail industries as well as deep financial acumen gained from leading complex businesses, serving as Stitch Fix’s interim CFO, and extensive venture capital experience. KEY SKILLS AND EXPERTISE ñ E-commerce & Digital/Technology: Acquired from his leadership roles at Stitch Fix and Walmart, where he led one of the most successful omnichannel offerings in retail through the site-to store-launch of over 3,500 stores. ñ Distribution: As an expert in operations, logistics, and driving growth in retail, his distribution leadership has included responsibilities for inbound and outbound transportation, reverse logistics, customer service, customer experience, and order management, as well as managing retailer relationships with national logistics and shipping companies. ñ Retail: Developed during his tenure as an innovative consumer sector leader, including as President & Chief Operating Officer at Stitch Fix, where he was instrumental in scaling the business to a public company and where he oversaw client experience and merchandising. CAREER HIGHLIGHTS FOOTWORK – early-stage focused venture capital firm ñ Co-Founder and General Partner (since 2021) STITCH FIX, INC. (NASDAQ: SFIX) – online personal styling service and retailer ñ President and Chief Operating Officer (2018–2021, COO from 2012–2016 and 2017–2021) ñ Interim Chief Financial Officer (2019–2021) ñ General Manager, Stitch Fix Men (2016–2017) WALMART INC. (NYSE: WMT) – multinational retail corporation operating general merchandise and grocery stores ñ VP and Chief Operations Officer, Walmart.com (2008–2012) ñ Sr. Manager and Director (2003–2008) OTHER PUBLIC BOARD DIRECTORSHIPS ñ MillerKnoll, Inc. (NASDAQ: MLKN) (since 2019) ñ Stitch Fix, Inc. (NASDAQ: SFIX) (2020–2022) EDUCATION ñ B.A., University of Virginia, Interdisciplinary Studies ñ M.B.A., University of California, Berkeley, Haas School of Business | | DIRECTOR QUALIFICATIONS As the Company’s President and Chief Executive Officer, Ms. Steelman contributes valuable insight to the Board regarding the Company’s strategy, operations, technology, leadership team, and associates. With more than 30 years of experience at high-growth retailers across industries, she has developed a deep understanding of retail and the strategies needed to succeed in a fast-evolving environment. She also has a proven record of leading and transforming top retail brands to create positive impact across multiple stakeholder communities. KEY SKILLS AND EXPERTISE ñ Retail: Acquired deep functional knowledge of all aspects of retail during her 30+ years in retail leadership roles across companies and industries. Prior to her appointment as CEO, she served as the Company’s President & Chief Operating Officer, with responsibility for operations, supply chain, IT, and strategy and transformation. ñ Operations: Developed deep operational expertise in retail store operations throughout her career in retail. Led operations for the Company for 10 years prior to becoming CEO, among other things overseeing the opening of more than 700 stores, launching Ulta Beauty @ Target, and initiating international store expansion. ñ Strategy: Stemming from her experience across retailers, she served as strategic advisor for the respective areas she led, contributing to overall organizational success. She led the Company’s strategy team from 2021 to 2024, launching the Ulta Beauty Unleashed strategy and spearheading the Company’s international growth and launch of new go-to-market capabilities. CAREER HIGHLIGHTS ULTA BEAUTY, INC. (NASDAQ: ULTA) ñ President and Chief Executive Officer (since 2025) ñ President and Chief Operating Officer (2023-2025) ñ Chief Operating Officer (2021–2023) ñ Chief Store Operations Officer (2015-2021) ñ Senior Vice President, Store Operations (2014-2015) Previous retail experience with FAMILY DOLLAR (NASDAQ: FDO), HOME DEPOT (NASDAQ: HD), and TARGET CORPORATION (NASDAQ: TGT). OTHER PUBLIC BOARD DIRECTORSHIPS ñ Pinterest, Inc. (NYSE: PINS) (since February 2026) EDUCATION ñ B.S., Kennedy Western University, Business Management | |

  25. Board member demographics

    | 16 | |

  26. NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2025

    NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2025 We strive to promote an ownership mentality among our key leadership and Board members. The Company utilizes equity compensation to encourage our directors to maintain meaningful stock ownership in the Company, aligning our directors’ interests with those of our stockholders. As a result, each non-employee director is granted an annual equity retainer equal to $175,000 in the form of restricted stock units (“RSUs”) (rounded up to the nearest whole share), valued using the share price of our common stock on the grant date, which typically occurs on the date of our annual meeting of stockholders. For fiscal 2025, each non-employee director then in office received a grant of 383 RSUs on the date of our last annual meeting (June 11, 2025) that will vest on June 9, 2026. In addition to receiving equity compensation, each of our non-employee directors is also paid an annual cash retainer. Additionally, the Non-Executive Chair and each Board committee chair receives an additional cash retainer for serving in those roles. Cash payments are paid pro-rata in quarterly installments at the end of each fiscal quarter. The Compensation Committee reviews on a regular basis market data for the same peer group as it uses to evaluate executive compensation gathered by the Compensation Committee’s independent advisor for purposes of evaluating non-employee director compensation. The following table sets forth the annual cash retainer amounts, by role, as of June 9, 2026:

  27. NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2025

    | Role | Cash Retainer ($) | | Non-Employee Director | 125,000 | | Non-Executive Chair | 200,000 | | Audit Committee Chair | 40,000 | | Compensation Committee Chair | 35,000 | | Nominating & Corporate Governance Committee Chair | 25,000 |

  28. NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2025

    The following table provides information related to non-employee director compensation earned for fiscal 2025:

  29. NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2025

    | | Fees Earned or | Stock | | | | Paid in Cash | Awards (1) | Total | | Name | ($) | ($) | ($) | | Lorna E. Nagler | 325,000 | 175,020 | 500,020 | | Martin Brok (2) | 52,500 | 136,486 | 188,986 | | Michelle L. Collins | 125,000 | 175,020 | 300,020 | | Kelly E. Garcia | 125,000 | 175,020 | 300,020 | | Catherine A. Halligan | 125,000 | 175,020 | 300,020 | | Stephenie Landry (2) | 52,500 | 136,486 | 188,986 | | Patricia A. Little | 165,000 | 175,020 | 340,020 | | Michael R. MacDonald (3) | 44,688 | — | 44,688 | | George R. Mrkonic | 150,000 | 175,020 | 325,020 | | Heidi G. Petz | 125,000 | 175,020 | 300,020 | | Gisel Ruiz | 160,000 | 175,020 | 335,020 | | Michael C. Smith | 125,000 | 175,020 | 300,020 |

  30. NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2025

    | 1. | Amounts shown represent the grant date fair value as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation (“ASC 718”). For a discussion of the assumptions made in the valuation reflected in this column, see Note 15 to the consolidated financial statements for fiscal 2025 contained in our Annual Report on Form 10-K filed on March 26, 2026. |

  31. NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2025

    | 2. | Represents pro-rated compensation for the portion of fiscal 2025 in which Mr. Brok and Ms. Landry, each of whom was appointed to the Board on September 1, 2025, served as directors. |

  32. NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2025

    | 3. | Represents pro-rated compensation for the portion of fiscal 2025 in which Mr. MacDonald, who retired from the Board effective June 11, 2025, served as a director. |

  33. NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2025

    | | 17 |

  34. NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2025

    The following table sets forth the outstanding RSUs held by our non-employee directors as of January 31, 2026:

  35. NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2025

    | | Restricted Stock | | Name | Units (#) | | Lorna E. Nagler | 383 | | Martin Brok | 277 | | Michelle L. Collins (1) | 383 | | Kelly E. Garcia | 383 | | Catherine A. Halligan | 383 | | Stephenie Landry | 277 | | Patricia A. Little | 383 | | George R. Mrkonic | 383 | | Heidi G. Petz | 383 | | Gisel Ruiz (1) | 383 | | Michael C. Smith | 383 |

  36. NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2025

    | 1. | Pursuant to the Company’s Nonqualified Deferred Compensation Plan (the “Deferred Plan”), non-employee directors may elect to defer all of their cash retainer and/or equity retainer until the director’s departure from the Board. Participants may direct the investment of their cash contributions to the Deferred Plan among several mutual funds, similar to those available to executives participating in the Deferred Plan. RSUs are held in a retirement account and any corresponding dividend equivalents that become payable are credited in additional RSUs. Ms. Collins and Ms. Ruiz elected to defer their RSUs received in fiscal 2025 until retirement or termination from the Board in accordance with the Deferred Plan. |

  37. NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2025

    | 18 | |

  38. NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2025

    PROPOSAL TWO: APPROVAL OF THE PROPOSED AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO INCORPORATE DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION

  39. NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL 2025

    | What are you voting on? You are being asked to approve an amendment to our Certificate of Incorporation, as amended, to provide for exculpation of certain officers of the Company as permitted by amendments to Delaware law. | Ulta Beauty is asking stockholders to approve an amendment to our Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to provide for exculpation of certain officers of the Company as permitted by amendments to Delaware law (the “Exculpation Amendment”). This proposal is a result of the Board’s continuous effort to improve and enhance our corporate governance practices, policies, structures, and functioning, taking into account ongoing corporate governance trends, peer practices, and the views and perspectives of our stakeholders. The Board has determined that it is in the best interests of the Company and its stockholders to amend our Certificate of Incorporation to provide for exculpation of certain officers of the Company. Accordingly, our Board has approved, and recommends that our stockholders approve, the proposed Exculpation Amendment as provided below. | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL TWO | |

  40. Compensation Overview

    The alignment of performance and pay in fiscal 2025 reflects our compensation philosophy. Executive pay is delivered through a performance-based compensation program that provides the opportunity to earn meaningful compensation upon achievement of superior performance and limits earnings opportunities when results are not satisfactory. Annual incentive opportunity is directly tied to one quantifiable, objective performance target: Incentive EBT (as defined below). No awards are paid under the program if a threshold level of Incentive EBT is not achieved. Our compensation programs for fiscal 2025 are summarized below.

  41. Compensation Overview

    | ● | Fixed Pay: Salaries are approved by the Compensation Committee early in each fiscal year and reflect competitive market data, Company and individual performance, succession planning, and internal equity, among other factors. Salary represents the smallest and only fixed portion of NEO pay. |

  42. Compensation Overview

    | ● | Annual Incentive Award: Awards under the annual incentive plan are tied solely to the Company’s performance relative to a full-year Earnings Before Taxes (“EBT”) metric. When calculating EBT performance for purposes of the annual incentive plan (“Incentive EBT”), the Compensation Committee may make adjustments to the Company’s consolidated EBT performance pursuant to a list of previously approved criteria. During fiscal 2025, the Compensation Committee approved adjustments to operating income consistent with these criteria by (1) excluding expenses related to the acquisition of Space NK as well as EBT associated with Space NK’s results after its acquisition and (2) excluding expenses related to executive talent acquisition. |

  43. Compensation Overview

    | ● | Long-Term Incentive Plan (“LTIP”): Our LTIP is designed to focus the NEOs on our strategy to drive long-term profitable growth. Our new CEO was appointed in January 2025 and, as fiscal 2025 began, was working with the Board to redefine the Company’s strategy and articulate a transformative vision for future growth. In connection with this work, the Compensation Committee made the following changes to the LTIP design in 2025 intended to better align equity incentives with the Company’s ongoing transformation: |

  44. Compensation Overview

    | o | Increasing the weighting of stock options to 50% of the LTIP award: The Compensation Committee strongly believes that stock price growth is the most appropriate measure of Company performance for long-term incentive compensation for our executives. As such, the Compensation Committee determined to deliver 50% of the annual LTIP grant in the form of stock options, which have no value unless share price increases. The Compensation Committee and many investors view stock options as performance-based and aligned with long-term shareholder value creation. In addition, the 10-year term of stock options necessarily incents management to focus on a longer performance period (e.g., 7 to 10 years). during which options may reach their greatest value, in contrast to PBS awards, which measured performance over a 3-year period. |

  45. Compensation Overview

    | o | Increasing the weighting of restricted stock units (“RSUs”) to 50% of the LTIP award: The Compensation Committee believes that RSUs further align the interests of executives and stockholders by tying realizable compensation to stock price performance in addition to serving as a meaningful retention tool over the course of their three-year cliff vesting period. The use of cliff vesting is a more restrictive approach than that employed by many of our peers, who typically use ratable vesting for RSUs granted to their executives. |

  46. Compensation Overview

    We value stockholder engagement and consider the results of our say-on-pay votes. At our 2025 Annual Meeting of Stockholders, approximately 90% of our stockholders indicated their approval of the compensation paid to our NEOs through the advisory vote to approve executive compensation (“say-on-pay”). The Compensation Committee believes that this vote affirms stockholder support of the Company’s approach to executive compensation. Our stockholders have consistently supported our say-on-pay proposals. The Compensation Committee will continue to consider the outcome of the Company’s say-on-pay votes when making future compensation decisions for our NEOs. We regularly review and assess our compensation programs to ensure that they are aligned with our business strategies and that the type and mix of short-term and long-term incentive vehicles used continue to align management with stockholders’ interests and reward for high performance. Feedback from stockholders is an important consideration that the Compensation Committee uses when formulating future compensation programs. The Company actively solicits feedback on a wide range of topics, including executive compensation, corporate governance, and corporate responsibility issues. In fiscal 2025, the Company discussed these and other matters with stockholders representing over 60% of the Company’s outstanding shares. Topics of these discussions included metrics used in our executive compensation programs, our mix of equity award vehicles, and our compensation philosophy. Feedback from the Company’s stockholder engagement efforts is routinely shared with the Board and its standing committees, including the Compensation Committee.

  47. Components of Compensation

    | | Reward Element | Purpose | Form | Type | Duration | | Fixed | Base Salary | Compensation for duties and responsibilities | Cash | Fixed | One-year | | At Risk | Annual Incentive Plan | Rewards achievement of company-wide EBT goal | Cash | Performance Based | One-year | | | Long-Term Incentive Plan | Rewards creation of long-term stockholder value | Stock Options (50% of award value) Restricted Stock Units (50% of award value) | Performance Based | Three- to four-year |

  48. Components of Compensation

    As part of our continued emphasis on creating stockholder value, we utilize Incentive EBT as the single performance measure for the corporate annual incentive for all officers. This focus on a single financial performance objective reflects the Company’s strong linkage between stockholder value creation and management incentives. In fiscal 2025, the Compensation Committee approved an Incentive EBT target goal at the beginning of the year. This target reflected a rigorous goal setting process in which management and the Compensation Committee worked collaboratively to set stretch targets reflective of our ambitious growth targets, which are tied to the Company’s operating plans. The Compensation Committee then approved the threshold and maximum performance against the target.

  49. Components of Compensation

    Under the LTIP, we use stock options and RSUs as a means of providing long-term incentives for our NEOs. The stock options are granted at fair market value (“FMV”) and have a four-year 25% ratable annual vesting schedule. The RSUs cliff vest 100% after 3 years. The first chart below shows the mix of our CEO’s fiscal 2025 target compensation by component and the portion of total compensation that is performance based. The second chart shows this same data for our other NEOs’ fiscal 2025 target compensation. The use of stock options and RSUs emphasizes long-term alignment with stockholder value, as stock options will not have any value unless our share price increases and RSUs will not vest unless the executive is still employed by the Company upon the 3-year cliff vesting of the award.

  50. 2025 Executive Compensation Process

    | What We Do: | Objectives and Considerations: | | Compensation Committee Reviews Comparative Pay Levels The Compensation Committee reviews competitive pay levels among a peer group of retailers with revenues similar to ours, compensation survey data for similarly sized retail companies from the Willis Towers Watson Retail Executive Survey report, and compensation survey data for similarly sized general industry companies from the Willis Towers Watson CDB General Industry Survey report. Our CEO Provides Input for Other Executives Our CEO, with input from our human resources department on competitive market positions, recommends to the Compensation Committee the compensation of the Company’s other executives based on each executive’s performance and internal pay equity among the executive team, as well as talent and succession planning considerations. The CEO does not participate in the discussion or setting of her own compensation. Compensation Committee Makes Final Determination The Compensation Committee approves executive compensation after deliberation, taking into account such factors as talent planning, succession, and Company performance. In addition, the Compensation Committee considers such factors as total compensation philosophy, individual performance, and the positioning of the Company’s executive total compensation levels relative to market. | | | | We consider the nature and job scope of each NEO. | | | We consider internal pay positioning, taking into account each NEO’s pay components and levels relative to other executives with respect to role, length of time in current position, seniority, and level of responsibility. | | | We consider the accounting and tax implications of each element of compensation. | | | We consider competitive pay levels and practices for similar positions among identified data sets. |

  51. 2025 Executive Compensation Process

    | ULTA BEAUTY 2025 COMPENSATION PEER GROUP | | | | AutoZone Inc. | Gap, Inc. | Ross Stores, Inc. | | Bath & Body Works, Inc. | Lululemon Athletica Inc. | Tractor Supply Company | | Burlington Stores, Inc. | O’Reilly Auto Parts | V.F. Corporation | | Dick’s Sporting Goods, Inc. | PVH Corp. | Williams-Sonoma, Inc. | | Foot Locker, Inc. | | |

  52. 2025 Executive Compensation Process

    The Compensation Committee selected a peer group of companies that are generally within 0.5x to 3.0x of the Company’s revenues and/or 0.2x to 4.0x the Company’s market capitalization and with whom we may compete for talent. The Compensation Committee assesses the peer group annually to ensure that it remains relevant from an industry, size, and performance perspective for use in benchmarking pay to inform its decisions. Following the Compensation Committee’s assessment of the peer group used to evaluate executive compensation for fiscal

  53. 2025 Compensation Components

    | COMPENSATION COMPONENTS | | | | Base Salary | Annual Incentives | Long-Term Incentive Plan |

  54. Annual Incentives

    Annual Incentives The NEOs’ target annual incentives for fiscal 2025, shown as a percentage of base salary, were as follows:

  55. Annual Incentives

    | | 2025 | | | Annual Incentive | | Named Executive Officer | Target | | Kecia L. Steelman | 180% | | Christopher J. DelOrefice (1) | n/a% | | Rene G. Cásares (2) | 100% | | Anita J. Ryan (3) | 75% | | Paula M. Oyibo (4) | 100% | | Christopher Lialios (5) | 72% | | Jodi J. Caro (6) | n/a% |

  56. Annual Incentives

    | 1. | Mr. DelOrefice was not eligible for an annual incentive in 2025 based on the date of his appointment as CFO in December 2025. |

  57. Annual Incentives

    | 2. | Mr. Cásares’s annual incentive target was 100%. His annual incentive award was prorated based on his hire date. |

  58. Annual Incentives

    | 3. | Ms. Ryan’s annual incentive target was increased from 65% of salary for fiscal 2024 to 75% of salary for fiscal 2025 in line with market-competitive levels and her performance. |

  59. Annual Incentives

    | 4. | Ms. Oyibo was paid an annual incentive award at target in connection with her separation. |

  60. Annual Incentives

    | 5. | Mr. Lialios’s bonus target was blended based on the amount of time he spent in various roles throughout the fiscal year, as he served as the Company’s Senior Vice President and Controller both before and after his service as Interim CFO from June 24, 2025 to December 4, 2025. |

  61. Annual Incentives

    | 6. | Ms. Caro did not receive an annual incentive award for fiscal 2025 due to her retirement effective April 28, 2025. |

  62. Annual Incentives

    In fiscal 2025, target EBT under the annual incentive program was $1.415 billion. This target reflected a rigorous goal-setting process in which management and the Compensation Committee worked collaboratively to set targets reflective of our growth expectations. When approving the fiscal 2025 EBT goal, the Compensation Committee determined the goal was appropriate due to the challenging economic environment, increasing competition from both traditional and non-traditional competitors, and the substantial capital investments in enterprise systems the Company anticipated making in 2025. The fiscal 2025 annual incentive performance/payout range was as follows:

  63. Annual Incentives

    | | Annual Incentive | | | | Performance as a % | Payout as a % of | | | of Target | Target | | Threshold | 87% | 40% | | Target | 100% | 100% | | Maximum | 110% | 200% |

  64. Annual Incentives

    When calculating EBT performance for purposes of the annual incentive plan, the Compensation Committee may make adjustments to the Company’s consolidated EBT performance pursuant to a list of previously approved criteria to arrive at Incentive EBT. During fiscal 2025, the Compensation Committee approved adjustments to operating income consistent with these criteria by (1) excluding expenses related to the acquisition of Space NK as well as EBT associated with Space NK’s results after its acquisition and (2) excluding expenses related to executive talent acquisition. Incentive EBT performance for fiscal 2025 was $1.528 billion, or 108.04% of target, which resulted in an annual incentive payout equal to 180.41% of target. The Compensation Committee has the ability to use negative discretion to reduce calculated annual incentive payouts but did not apply any negative discretion in fiscal 2025.

  65. Annual Incentives

    | | 39 |

  66. Long-Term Incentive Plan

    Long-Term Incentive Plan As highlighted above, in fiscal 2025, we provided long-term incentive awards through grants of stock options and RSUs to our NEOs and certain other associates. Under the LTIP, each eligible associate may receive an award with a value that is targeted to a percentage of base salary, with the ultimate realizable value dependent upon continued employment and Company performance. The LTIP awards for fiscal 2025, shown as a percentage of base salary, were as follows:

  67. Long-Term Incentive Plan

    | | 2025 | | | LTIP Target | | Named Executive Officer | Percentage | | Kecia L. Steelman | 710% | | Christopher J. DelOrefice (1) | n/a% | | Rene G. Cásares | 175% | | Anita J. Ryan (2) | 200% | | Paula M. Oyibo (3) | 210% | | Christopher Lialios (4) | 65% | | Jodi J. Caro (5) | n/a% |

  68. Long-Term Incentive Plan

    | 1. | Mr. DelOrefice was not eligible to receive an LTIP award in 2025 based on the date of his appointment as CFO in December 2025. |

  69. Long-Term Incentive Plan

    | 2. | Ms. Ryan’s LTIP target percentage was increased from 125% of salary for fiscal 2024 to 200% of salary for fiscal 2025 to better position her relative to the competitive market and internal peers. The Compensation Committee also awarded Ms. Ryan an additional LTIP award equal to $1 million comprised of 50% stock options and 50% time-based RSUs for retention purposes as well as to incentivize her to continue to drive organizational performance throughout a period of significant transformation of the executive leadership team. |

  70. Long-Term Incentive Plan

    | 3. | Ms. Oyibo’s LTIP award was forfeited as a result of her separation from the Company. |

  71. Long-Term Incentive Plan

    | 4. | Mr. Lialios’s target LTIP target was determined based on his role at the time of grant as Senior Vice President and Controller and was not changed during his tenure as Interim Chief Financial Officer. In addition, his award mix consisted of 70% RSUs and 30% stock options, which was consistent with the equity award mix of other associates at the Senior Vice President level. |

  72. Long-Term Incentive Plan

    | 5. | Ms. Caro did not receive an LTIP award in fiscal 2025 due to her retirement effective April 28, 2025. |

  73. Long-Term Incentive Plan

    Consistent with our pay-for-performance philosophy, the Compensation Committee granted the annual LTIP award with the following mix:

  74. Long-Term Incentive Plan

    | Stock Options | RSUs | | Stock options granted under the LTIP generally have the following characteristics: | RSUs granted under the LTIP generally have the following characteristics: | | exercise price equal to the fair market value of our common stock on the date of grant (based on closing stock price) ratable vesting on an annual basis over a four-year period must be exercised within ten years of grant date | entitle the holder to receive an equal number of shares of common stock at settlement cliff vest three years from grant date |

  75. Long-Term Incentive Plan

    | 40 | |

  76. PBS Awards granted prior to FY2025

    PBS Awards granted prior to FY2025 As discussed above, in 2025 the Compensation Committee determined to change the mix of vehicles used to deliver equity compensation to our NEOs, discontinuing the use of PBS awards for the 2025 equity grant cycle as well as future cycles. However, PBS awards granted to NEOs in fiscal 2023 (vesting in 2026) and fiscal 2024 (vesting in 2027), representing 50% of the total target LTIP values for the relevant executives for those years, remained outstanding. As described in our proxy statement filed in 2024, the PBS awards granted in 2023 were eligible to be earned based on two one-year cumulative revenue and EBT targets for fiscal 2023 and 2024, with EBT and revenue being weighted equally at 50% of the target PBS award and with each performance metric and its resulting payout operating independently of the other. The awards were also subject to a third year of service vesting and a three-year TSR modifier such that the award would be paid at no higher than 100% of target if the Company’s TSR for the performance period was negative 10% or more, regardless of revenue and/or EBT performance. Conversely, if TSR for the performance period was 10% or greater relative to the grant date share price and the EBT or revenue metric was below target, the payout for such below-target metric would be increased to 50% of the total target award (and if both metrics were below target, the total amount of the award would be increased to 100% of target).

  77. PBS Awards granted prior to FY2025

    | | Revenue – 50% of PBS Value | | EBT – 50% of PBS Value | | | | Performance as a % of Target | Payout as a % of Target | Performance as a % of Target | Payout as a % of Target | | Threshold | 95% | 50% | 85% | 50% | | Target | 100% | 100% | 100% | 100% | | Maximum | 105% | 200% | 110% | 200% |

  78. CHANGE IN CONTROL AND SEVERANCE BENEFITS

    CHANGE IN CONTROL AND SEVERANCE BENEFITS

  79. Ms. Oyibo

    Ms. Oyibo In connection with Ms. Oyibo’s involuntary separation from the Company, she and the Company entered into a Separation and Release Agreement dated July 21, 2025 (the “Separation Agreement”), pursuant to which the Company agreed to provide Ms. Oyibo with severance benefits consisting of twenty-four (24) months of base salary continuance, payable in bi-weekly installments, as well as an annual bonus at target for fiscal 2025 in the amount of $754,000, payable within 21 days of the effective date of her separation. The Company additionally agreed to pay monthly COBRA premiums for health insurance continuation coverage for a period of up to eighteen (18) months and provide her with twelve (12) months of outplacement benefits. All of Ms. Oyibo’s unvested equity awards were forfeited at the time of her separation in accordance with the terms of the award agreements. The receipt of severance benefits is conditioned upon Ms. Oyibo’s non-revocation of a general release of claims and continued compliance with certain restrictive covenants, including non-competition and non-solicitation covenants, for a period of 24 months following the end of her employment. The Compensation Committee determined that these severance benefits were consistent with peer group and broader industry-prevalent practices.

  80. Executive Severance Plan

    Executive Severance Plan Prior to Ms. Oyibo’s separation, all NEO departures from the Company were due to voluntary terminations and retirements. Although the Compensation Committee had been evaluating competitive practices and alternatives related to severance policies, the Company did not, at the time of Ms. Oyibo’s separation, have a formal severance plan in place for executives for involuntary terminations of employment occurring outside of a change in control. Subsequently, effective December 15, 2025, the Compensation Committee approved the Ulta Beauty, Inc. Executive Severance Plan (the “Severance Plan”), which provides “officers” (as defined in Rule 3b-7 under the Exchange Act) of the Company with certain severance pay and benefits in the event they experience a qualifying termination under the Severance Plan. We adopted the Severance Plan to support effective executive succession and talent management and align our executive compensation program more closely with market practices, as well as to provide uniformity and internal equity with respect to severance benefits among similarly situated executives and avoid protracted negotiations with departing executives. The benefits provided to Ms. Oyibo were consistent with those ultimately incorporated into the Severance Plan, which aligned with the Compensation Committee’s desire for equitable application of such benefits. See “Potential Payments upon Termination or Change in Control” below for additional details.

  81. Change in Control and Severance Plan

    Change in Control and Severance Plan The Company also maintains the Executive Change in Control and Severance Plan (“CIC Plan”), which provides severance and other benefits in the event that an executive is involuntarily terminated in connection with a change in control. We adopted the CIC Plan as a market-based plan that is intended to minimize distraction to our executives by providing financial security in the event of a loss of employment following a change in control. See “Potential Payments upon Termination or Change in Control” below for additional details.

  82. Clawback Provisions

    Clawback Provisions We maintain a robust compensation recovery policy applicable to all Section 16 officers as well as other associates who receive equity grants or are otherwise selected for coverage. Effective as of October 2, 2023, our Senior Leadership Clawback Policy (the “Clawback Policy”) is intended to comply with the NASDAQ listing standards adopted pursuant to Rule 10D-1 under the Exchange Act. Under the Clawback Policy, if the Company is required to prepare an accounting restatement due to material noncompliance with financial reporting requirements under the securities laws, we will be required to recover from current and former executive officers any excess of (1) the amount of any incentive compensation received during the three years preceding the date that the Company is required to prepare such restatement over (2) the amount of any such incentive compensation that would have been received had it been determined based on the restated amounts, computed without regard to any taxes paid, unless the Compensation Committee determines that such recovery would be impracticable. In addition, under the Clawback Policy, the Compensation Committee may recover incentive compensation in the event of (a) fraud or misconduct (regardless of whether the fraud or misconduct is related to a restatement), (b) a violation of the Company’s Code of Business Conduct, or (c) a violation of any applicable non-compete, non-solicitation, or confidentiality covenants. For purposes of the Clawback Policy, incentive compensation includes annual and long-term incentives that were paid or vested under any plan or agreement whether paid or payable in cash and/or shares, including any annual bonus, options, SARs, restricted stock, RSUs (including time-based equity awards), or PBSs (including recovery of gains realized upon the exercise or sale thereof); outstanding incentive awards that have not been earned or vested; and any other compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure.

  83. Long-Term Incentive Granting Policy

    Long-Term Incentive Granting Policy We have a general policy of making interim LTIP grants for executive officers and NEOs once our trading window opens on or after the third business day following the filing of our Quarterly Report on Form 10-Q for the relevant quarter. The annual LTIP grants are generally made in the open trading window on or after the third business day following the filing of our Annual Report on Form 10-K. The trading window generally remains open for 30 days (except it only remains open for 10 days following the date of the earnings announcement for our third fiscal quarter). This timing is therefore generally consistent with when our executives and directors would be allowed to trade in our common stock under our insider trading policy. The Compensation Committee determined that granting stock compensation subject to this timing is prudent because it allows the market to process all reported public information prior to establishing the appropriate closing stock price as of the grant date. Such a practice thereby eliminates any potential manipulation regarding the timing of stock option grants. All equity grants for executives and NEOs are approved in advance by the Compensation Committee. During fiscal 2025, we did not grant stock options, SARs, or similar option-like instruments to our NEOs during the four business days prior to or the two business days following the filing of our periodic reports or the filing or furnishing of a Form 8-K that disclosed material nonpublic information.

  84. Long-Term Incentive Granting Policy

    | | 43 |

  85. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation of our NEOs for fiscal years 2025, 2024, and 2023:

  86. Summary Compensation Table

    | | | | | | | Non-Equity | | | | | | | | | Stock | Incentive | | | | | | | | Stock | Option | Plan | All Other | | | | | Salary | Bonus | Awards | Awards | Compensation | Compensation | Total | | Name and Principal Position | Year | ($) | ($) | ($) | ($) (1) | ($) | ($) (2) | ($) | | Kecia L. Steelman | 2025 | 1,350,003 | — | 4,792,877 | 4,792,556 | 4,383,972 | 84,255 | 15,403,663 | | President Chief Executive Officer | 2024 | 1,136,115 | — | 2,975,187 | 1,274,996 | 836,236 | 77,860 | 6,300,394 | | (Principal Executive Officer) | 2023 | 1,065,022 | — | 2,609,940 | 1,118,334 | 1,198,320 | 64,187 | 6,055,803 | | Christopher J. DelOrefice (3) | 2025 | 154,540 | 1,000,000 | 3,300,658 | — | — | 13,900 | 4,469,098 | | Chief Financial Officer | | | | | | | | | | (Principal Financial Officer) | | | | | | | | | | Rene G. Cásares (3) | 2025 | 599,523 | 1,250,000 | 634,421 | 634,377 | 1,078,007 | 14,500 | 4,210,828 | | Chief Legal Officer | | | | | | | | | | Anita J. Ryan | 2025 | 715,928 | — | 1,225,343 | 1,225,131 | 980,987 | 40,092 | 4,187,481 | | Chief Human Resources Officer | 2024 | 646,339 | — | 566,279 | 242,481 | 255,685 | 41,123 | 1,751,907 | | | 2023 | 562,016 | — | 492,194 | 210,904 | 357,419 | 46,964 | 1,669,497 | | Paula M. Oyibo | 2025 | 315,190 | — | 791,726 | 791,766 | — | 1,227,032 | 3,125,714 | | Former Chief Financial Officer | 2024 | 690,390 | — | 1,015,433 | 435,142 | 396,763 | 48,322 | 2,586,050 | | Christopher Lialios | 2025 | 488,493 | — | 204,529 | 87,590 | 651,417 | 23,040 | 1,455,069 | | Former Interim Chief Financial Officer | | | | | | | | | | Jodi J. Caro | 2025 | 171,692 | — | — | — | — | 20,978 | 192,670 | | Former General Counsel and | 2024 | 690,955 | — | 726,280 | 311,063 | 273,335 | 57,390 | 2,059,023 | | Chief Risk and Compliance Officer | 2023 | 658,050 | — | 691,364 | 296,189 | 418,494 | 55,369 | 2,119,466 |

  87. Summary Compensation Table

    | 1. | Amounts shown represent the grant date fair value of stock options granted in the year indicated as computed in accordance with ASC 718. For a discussion of the assumptions made in the valuation reflected in these columns, see Note 15 to the consolidated financial statements for fiscal 2025 contained in the Company’s Annual Report on Form 10-K filed on March 26, 2026. |

  88. Summary Compensation Table

    | 2. | All other compensation includes 401(k) plan match, deferred compensation match, long-term disability premiums, and other perquisites, including health screenings, wealth management services, and life insurance premiums, as indicated in the table below for fiscal 2025. In addition, for Ms. Oyibo all other compensation includes cash and non-cash benefits provided in connection with her separation from service. |

  89. Summary Compensation Table

    | | | | | | Deferred | Executive LT | | | | Bonus per | | | 401(k) | Compensation | Disability | Other | | | Separation Agreement | Severance | COBRA | Match | Match | Premium | Perquisites | | Name | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Kecia L. Steelman | — | — | — | 12,248 | 40,233 | 31,174 | 600 | | Christopher J. DelOrefice | — | — | — | 13,800 | — | — | 100 | | Rene G. Cásares | — | — | — | 14,000 | — | — | 500 | | Anita J. Ryan | — | — | — | 1,690 | 21,206 | 16,599 | 597 | | Paula M. Oyibo | 754,000 | 438,810 | 15,162 | 14,000 | — | 4,760 | 300 | | Christopher Lialios | — | — | — | 14,000 | — | 8,440 | 600 | | Jodi J. Caro | — | — | — | 11,938 | — | 8,440 | 600 |

  90. Summary Compensation Table

    | 3. | For additional information concerning the fiscal 2025 compensation of Messrs. DelOrefice and Cásares see “Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table.” |

  91. Summary Compensation Table

    | | 45 |

  92. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth certain information with respect to grants of plan-based awards to the NEOs for fiscal 2025:

  93. Grants of Plan-Based Awards

    | | | | | | | | All Other | | | | | | | | | | All Other | Option Awards: | | | | | | | | | | Stock Awards: | Number | Exercise or | Grant Date | | | | | Estimated Future Payouts | | | Number | of | Base | Fair Value of | | | | | Under Non‑Equity Incentive | | | of | Securities | Price of | Stock and | | | | | Plan Awards | | | Shares | Underlying | Option | Option | | | Grant | Grant | Threshold | Target | Maximum | of Stock | Options | Awards | Awards | | Name | Type | Date | ($) (1) | ($) | ($) (2) | (#) | (#) (3) | ($) | ($) (4) | | Kecia L. Steelman | | | | | | | | | | | | Annual Incentive | | 972,002 | 2,430,005 | 4,860,010 | — | — | — | — | | | LTIP - NQ | 3/31/2025 | — | — | — | — | 44,429 | 366.54 | 4,792,556 | | | LTIP - RSU | 3/31/2025 | — | — | — | 13,076 | — | — | 4,792,877 | | Christopher J. DelOrefice | | | | | | | | | | | | Annual Incentive | | — | — | — | — | — | — | — | | | New Hire 1 - RSU | 12/9/2025 | — | — | — | 1,825 | — | — | 1,100,420 | | | New Hire 2 - RSU | 12/9/2025 | — | — | — | 3,649 | — | — | 2,200,238 | | Rene G. Cásares | | | | | | | | | | | | Annual Incentive | | 239,013 | 597,532 | 1,195,063 | — | — | — | — | | | New Hire - NQ | 4/7/2025 | — | — | — | — | 6,333 | 342.93 | 634,377 | | | New Hire - RSU | 4/7/2025 | — | — | — | 1,850 | — | — | 634,421 | | Anita J. Ryan | | | | | | | | | | | | Annual Incentive | | 217,502 | 543,754 | 1,087,508 | — | — | — | — | | | LTIP - NQ | 3/31/2025 | — | — | — | — | 6,722 | 366.54 | 725,102 | | | Special Award - NQ | 3/31/2025 | | | | | 4,438 | 366.54 | 500,029 | | | LTIP - RSU | 3/31/2025 | — | — | — | 1,978 | — | — | 725,016 | | | Special Award - RSU | 3/31/2025 | — | — | — | 1,365 | — | — | 500,327 | | Paula M. Oyibo (5) | | | | | | | | | | | | Annual Incentive | | 301,600 | 754,000 | 1,508,000 | — | — | — | — | | | LTIP - NQ | 3/31/2025 | — | — | — | — | 7,340 | 366.54 | 791,766 | | | LTIP - RSU | 3/31/2025 | — | — | — | 2,160 | — | — | 791,726 | | Christopher Lialios | | | — | — | — | — | — | — | — | | | Annual Incentive | | 144,430 | 361,076 | 722,152 | — | — | — | — | | | LTIP - NQ | 3/31/2025 | — | — | — | — | 812 | 366.54 | 87,590 | | | LTIP - RSU | 3/31/2025 | — | — | — | 558 | — | — | 204,529 | | Jodi J. Caro | | | — | — | — | — | — | — | — |

  94. Grants of Plan-Based Awards

    | 1. | Threshold assumes performance equals 87% of the Incentive EBT performance target, resulting in a payout of 40% of the target bonus. |

  95. Grants of Plan-Based Awards

    | 2. | Maximum assumes performance equals or exceeds 110% of the Incentive EBT performance target, resulting in a payout of 200% of the target bonus. |

  96. Grants of Plan-Based Awards

    | 3. | Stock options vest in 25% annual increments beginning March 15, 2026 and each anniversary thereafter through March 15, 2029, subject to continued service through the vesting date except in the case of certain earlier terminations or in connection with a change in control, as described in “Potential Payments Upon a Termination or Change in Control” below. |

  97. Grants of Plan-Based Awards

    | 4. | Represents the grant date fair value of RSUs and stock options granted as computed in accordance with ASC 718. For a discussion of the assumptions made in the valuation reflected in these columns, see Note 15 to the consolidated financial statements for fiscal 2025 contained in the Company’s Annual Report on Form 10-K filed on March 26, 2026. RSUs cliff vest on March 15, 2028, except for the New Hire 1 – RSU and New Hire 2 – RSU awards of Mr. DelOrefice, which will cliff vest on December 9, 2026 and December 9, 2027, respectively. The vesting of each RSU award is subject to continued service through the vesting date except in the case of certain earlier terminations or in connection with a change in control, as described in “Potential Payments Upon a Termination or Change in Control” below. |

  98. Grants of Plan-Based Awards

    | 5. | As discussed above, Ms. Oyibo received the target amount of the annual incentive award as severance and all unvested equity awards were forfeited at the time of her separation in accordance with the terms of the award agreements. |

  99. Grants of Plan-Based Awards

    | 46 | |

  100. Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table The Company experienced several executive officer transitions in fiscal 2025 that are relevant to its executive compensation disclosures.

  101. Outstanding Equity Awards as of JANUARY 31, 2026

    Outstanding Equity Awards as of JANUARY 31, 2026 The following table presents information concerning stock options, PBSs, and RSUs held by the NEOs as of January 31, 2026:

  102. Outstanding Equity Awards as of JANUARY 31, 2026

    | | Stock Option Awards | | | | Stock Awards | | | | | | | | | | | | | Equity | | | | | | | | | Equity | Incentive | | | | | | | | | Incentive | Plan Awards: | | | Number of | Number of | | | Number of | Market | Plan Awards: | Market or | | | Securities | Securities | | | Shares of | Value of | Number of | Payout Value of | | | Underlying | Underlying | | | Stock | Shares of | Unearned | Unearned | | | Unexercised | Unexercised | Option | | that | Stock that | Shares | Shares | | | Options | Options | Exercise | Option | have not | have not | that have not | that have not | | | Exercisable | Unexercisable | Price | Expiration | Vested | Vested | Vested | Vested | | Name | (#) | (#) | ($) | Date | (#) | ($) | (#) (1) | ($) | | Kecia L. Steelman (2) | | | | | 19,485 | 12,613,810 | 4,064 | 2,630,871 | | | 1,577 | — | 306.59 | 3/25/2031 | | | | | | | 1,761 | 1,761 | 395.84 | 3/24/2032 | | | | | | | 2,786 | 2,787 | 545.67 | 3/31/2033 | | | | | | | 2,021 | 6,066 | 522.88 | 3/29/2034 | | | | | | | — | 44,429 | 366.54 | 3/31/2035 | | | | | | Christopher J. DelOrefice (3) | | | | | 5,474 | 3,543,649 | — | — | | | — | — | — | | | | | | | Rene G. Cásares (4) | | | | | 1,850 | 1,197,616 | — | — | | | — | 6,333 | 342.93 | 4/7/2035 | | | | | | Anita J. Ryan (5) | | | | | 4,555 | 2,948,725 | 773 | 500,409 | | | 501 | — | 306.59 | 3/25/2031 | | | | | | | 642 | 214 | 395.84 | 3/24/2032 | | | | | | | 525 | 526 | 545.67 | 3/31/2033 | | | | | | | 384 | 1,154 | 522.88 | 3/29/2034 | | | | | | | — | 11,160 | 366.54 | 3/31/2035 | | | | | | Paula M. Oyibo | | | | | — | — | — | — | | | — | — | — | | | | | | | Christopher Lialios (6) | 266 | — | 348.73 | 3/29/2029 | 1,192 | 771,653 | 271 | 175,435 | | | 1,138 | — | 174.45 | 3/27/2030 | | | | | | | 354 | — | 306.59 | 3/25/2031 | | | | | | | 262 | 88 | 395.84 | 3/24/2032 | | | | | | | 136 | 137 | 545.67 | 3/31/2033 | | | | | | | 89 | 270 | 522.88 | 3/29/2034 | | | | | | | — | 812 | 366.54 | 3/31/2035 | | | | | | Jodi J. Caro (7) | | | | | 1,664 | 1,077,207 | 992 | 642,181 | | | — | 469 | 395.84 | 3/24/2032 | | | | | | | — | 738 | 545.67 | 3/31/2033 | | | | | | | — | 1,480 | 522.88 | 3/29/2034 | | | | |

  103. Outstanding Equity Awards as of JANUARY 31, 2026

    | 1. | Amounts represent the target payout of LTIP PBS awards granted in fiscal 2024. There are currently outstanding under these awards 4,064 PBSs for Ms. Steelman, 773 for Ms. Ryan, 271 for Mr. Lialios, and 992 for Ms. Caro for which the three-year vesting and TSR performance period has not ended. These awards will not be certified until the end of the performance period and will vest in March 2027. |

  104. Outstanding Equity Awards as of JANUARY 31, 2026

    | 2. | The vesting schedule for Ms. Steelman’s outstanding stock options, PBSs, and RSUs as of January 31, 2026 is as follows: |

  105. Outstanding Equity Awards as of JANUARY 31, 2026

    | | Type of | Expiration | | | | | | Name | Award | date | 3/15/26 | 3/15/27 | 3/15/28 | 3/15/29 | | Kecia L. Steelman | NQ | 3/24/2032 | 1,761 | | | | | | NQ | 3/31/2033 | 1,393 | 1,394 | | | | | NQ | 3/29/2034 | 2,022 | 2,022 | 2,022 | | | | NQ | 3/31/2035 | 11,107 | 11,107 | 11,107 | 11,108 | | | PBS | | | 4,064 | | | | | RSU | | 4,783 | 1,626 | 13,076 | |

  106. Outstanding Equity Awards as of JANUARY 31, 2026

    | 48 | |

  107. Outstanding Equity Awards as of JANUARY 31, 2026

    | 3. | The vesting schedule for Mr. DelOrefice’s outstanding RSUs as of January 31, 2026 is as follows: |

  108. Outstanding Equity Awards as of JANUARY 31, 2026

    | | Type of | Expiration | | | | Name | Award | date | 12/9/26 | 12/9/27 | | Christopher J. DelOrefice | RSU | | 1,825 | 3,649 |

  109. Outstanding Equity Awards as of JANUARY 31, 2026

    | 4. | The vesting schedule for Mr. Cásares’s outstanding stock options and RSUs as of January 31, 2026 is as follows: |

  110. Outstanding Equity Awards as of JANUARY 31, 2026

    | | Type of | Expiration | | | | | | Name | Award | date | 3/15/26 | 3/15/27 | 3/15/28 | 3/15/29 | | Rene G. Cásares | NQ | 4/7/2035 | 1,583 | 1,583 | 1,583 | 1,584 | | | RSU | | | | 1,850 | |

  111. Outstanding Equity Awards as of JANUARY 31, 2026

    | 5. | The vesting schedule for Ms. Ryan’s outstanding stock options, PBSs, and RSUs as of January 31, 2026 is as follows: |

  112. Outstanding Equity Awards as of JANUARY 31, 2026

    | | Type of | Expiration | | | | | | Name | Award | date | 3/15/26 | 3/15/27 | 3/15/28 | 3/15/29 | | Anita J. Ryan | NQ | 3/24/2032 | 214 | | | | | | NQ | 3/31/2033 | 263 | 263 | | | | | NQ | 3/29/2034 | 385 | 384 | 385 | | | | NQ | 3/31/2035 | 1,680 | 3,146 | 3,145 | 3,189 | | | PBS | | | 773 | | | | | RSU | | 902 | 992 | 2,661 | |

  113. Outstanding Equity Awards as of JANUARY 31, 2026

    | 6. | The vesting schedule for Mr. Lialios’s outstanding stock options, PBSs, and RSUs as of January 31, 2026 is as follows: |

  114. Outstanding Equity Awards as of JANUARY 31, 2026

    | | Type of | Expiration | | | | | | Name | Award | date | 3/15/26 | 3/15/27 | 3/15/28 | 3/15/29 | | Christopher Lialios | NQ | 3/24/2032 | 88 | | | | | | NQ | 3/31/2033 | 68 | 69 | | | | | NQ | 3/29/2034 | 90 | 90 | 90 | | | | NQ | 3/31/2035 | 203 | 203 | 203 | 203 | | | PBS | | | 271 | | | | | RSU | | 436 | 198 | 558 | |

  115. Outstanding Equity Awards as of JANUARY 31, 2026

    | 7. | The vesting schedule for Ms. Caro’s outstanding stock options, PBSs, and RSUs as of January 31, 2026 is as follows: |

  116. Outstanding Equity Awards as of JANUARY 31, 2026

    | | Type of | Expiration | | | | | | Name | Award | date | 3/15/26 | 3/15/27 | 3/15/28 | 3/15/29 | | Jodi J. Caro | NQ | 3/24/2032 | 469 | | | | | | NQ | 3/31/2033 | 369 | 369 | | | | | NQ | 3/29/2034 | 493 | 493 | 494 | | | | PBS | | | 992 | | | | | RSU | | 1,267 | 397 | | |

  117. Outstanding Equity Awards as of JANUARY 31, 2026

    | | 49 |

  118. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table presents information concerning exercises of stock options and vesting of RSUs during fiscal 2025:

  119. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | | Number of | | Number of | | | | Shares | Value | Shares | Value | | | Acquired on | Realized on | Acquired on | Realized on | | | Exercise | Exercise | Vesting | Vesting | | Name | (#) | ($) (1) | (#) | ($) (2) | | Kecia L. Steelman | — | — | 13,138 | 4,696,572 | | Christopher J. DelOrefice | — | — | — | — | | Rene G. Cásares | — | — | — | — | | Anita J. Ryan | — | — | 2,178 | 778,591 | | Paula M. Oyibo | 2,215 | 450,613 | 842 | 300,998 | | Christopher Lialios | — | — | 893 | 319,230 | | Jodi J. Caro | 6,913 | 1,046,751 | 3,836 | 1,371,293 |

  120. Option Exercises and Stock Vested

    | 1. | The value realized on exercise of stock options is based on the difference between the weighted average sales price of our common stock on the transaction date as reported on the relevant Form 4 and the exercise price of the options. The value realized was determined without considering any taxes that may have been owed or withheld. |

  121. Option Exercises and Stock Vested

    | 2. | The value realized on vesting of stock awards is based on the closing share price of our common stock on the vesting date as reported on the NASDAQ Global Select Market. The value realized was determined without considering any taxes that may have been owed or withheld. |

  122. Option Exercises and Stock Vested

    | 50 | |

  123. FISCAL 2025 Non-Qualified Deferred Compensation

    FISCAL 2025 Non-Qualified Deferred Compensation The Ulta Beauty Non-qualified Deferred Compensation Plan allows participants to defer up to 75% of their base salary and 100% of their annual cash bonus. We match 100% of the contributions up to 3% of salary deferred. We do not match or make any other contributions to the plan with regard to bonus or long-term compensation. Participants may direct the investment of their contributions to the plan among several mutual funds, similar to those available under our 401(k) plan. Distributions are made based on the participant’s election of a specified date or dates (at least 5 years from the year of such election) or as a lump sum distribution during the February following certain terminations of employment, in accordance with the Internal Revenue Code of 1986, as amended. The table below sets forth certain information with respect to the non-qualified deferred compensation plans in which our NEOs may participate as of January 31, 2026:

  124. FISCAL 2025 Non-Qualified Deferred Compensation

    | | | | | | Aggregate | | | Executive | Registrant | Aggregate | Aggregate | Balance at | | | Contributions in | Contributions in | Earnings in | Withdrawals/ | Last Fiscal | | | Last Fiscal Year | Last Fiscal Year | Last Fiscal Year | Distributions | Year End | | Name | ($) (1)(2) | ($) | ($) | ($) | ($) | | Kecia L. Steelman | 54,000 | 40,233 | 210,796 | — | 1,602,273(3) | | Christopher J. DelOrefice | 2,262 | — | — | — | 2,262 | | Rene G. Cásares | 1,673 | — | 7 | — | 1,680 | | Anita J. Ryan | 109,374 | 21,206 | 148,219 | — | 1,217,991(4) | | Paula M. Oyibo | 85,768 | — | 156,352 | (1,082,584) | 279,268(5) | | Christopher Lialios | — | — | — | — | — | | Jodi J. Caro | 5,581 | — | 25,104 | — | 219,301(6) |

  125. FISCAL 2025 Non-Qualified Deferred Compensation

    | 1. | Included in the amount listed under the “Salary” and “Non-Equity Incentive Plan Compensation” columns in the Summary Compensation Table above. |

  126. FISCAL 2025 Non-Qualified Deferred Compensation

    | 2. | Contributions include salary and annual cash incentive deferrals, including annual cash incentive awards earned in fiscal 2025 but paid in fiscal 2026. |

  127. FISCAL 2025 Non-Qualified Deferred Compensation

    | 3. | $1,297,244 was previously reported as compensation to Ms. Steelman in the Summary Compensation Table for prior years. |

  128. FISCAL 2025 Non-Qualified Deferred Compensation

    | 4. | $939,192 was previously reported as compensation to Ms. Ryan in the Summary Compensation Table for prior years. |

  129. FISCAL 2025 Non-Qualified Deferred Compensation

    | 5. | $1,119,732 was previously reported as compensation to Ms. Oyibo in the Summary Compensation Table for prior years. |

  130. FISCAL 2025 Non-Qualified Deferred Compensation

    | 6. | $188,616 was previously reported as compensation to Ms. Caro in the Summary Compensation Table for prior years. |

  131. FISCAL 2025 Non-Qualified Deferred Compensation

    | | 51 |

  132. Potential Payments Upon a Termination or Change in Control

    Potential Payments Upon a Termination or Change in Control

  133. Executive Change in Control and Severance Plan

    | ● | accelerated vesting of all outstanding equity awards held by the executive that vest solely based on the passage of time; and |

  134. CEO PAY RATIO

    CEO PAY RATIO The SEC requires companies to disclose the ratio of the total annual compensation paid to their CEO to the median of the total annual compensation of their employees, other than the CEO. We explain below how we made reasonable efforts to identify our median associate and calculate both the median associate’s total annual compensation and the total annual compensation of our CEO. As permitted by the SEC, we have used reasonable estimates, assumptions, and methodologies to prepare this disclosure. The SEC provides companies with flexibility to calculate their CEO pay ratio in a manner that best suits the relevant facts and circumstances. Our CEO pay ratio is specific to Ulta Beauty, Inc. and should not be used as a basis for comparison with the CEO pay ratios disclosed by other companies. The Company acquired Space NK Limited (“Space NK”) on July 10, 2025. As permitted by SEC rules, approximately 1,800 Space NK employees were excluded from the employee population for purposes of the CEO pay ratio calculation for fiscal 2025. Other than the Space NK acquisition, we determined that there were no significant changes to our associate population or to our associate compensation arrangements in fiscal 2025 that we believe would significantly impact the CEO pay ratio disclosure, and thus we have opted to use the same median associate identified in our proxy statement filed in 2025. As disclosed in last year’s proxy statement, as of November 6, 2024, we had 61,223 associates globally. As permitted by SEC rules, we excluded from this population 24 associates from Uruguay, who represented less than 5% of our workforce. After excluding the associates described above, we determined the identity of our median associate from a population of 61,199 U.S. associates. We identified our median associate by (1) calculating each associate’s cash compensation (salary, wages, bonuses, and commissions) earned through that date and (2) ranking the relevant associates by compensation from high to low and selecting the associate who had the median cash compensation. As the median associate identified last year is no longer employed by the Company, we substituted a different associate whose compensation is substantially similar to the prior median associate’s. We calculated the median associate’s total annual compensation for fiscal 2025 according to the same methodology we used to calculate Ms. Steelman’s total annual compensation as reported in the Summary Compensation Table. Using this methodology for fiscal 2025, our median associate’s total annual compensation was $11,883 and our CEO’s total annual compensation was $15,403,663. The resulting ratio of our CEO’s total annual compensation to the total annual compensation of our median associate was approximately 1,296:1.

  135. CEO PAY RATIO

    | | 55 |

  136. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  137. PAY VERSUS PERFORMANCE

    | | | | | | | | | | Value of Initial Fixed $100 | | | | | | | | | | | | | | Investment based on: (4) | | | | | Year | Summary Compensation Table Total for Mary N. Dillon ($) (1) | Compensation Actually Paid to Mary N. Dillon ($) (1), (2), (3) | Summary Compensation Table Total for David C. Kimbell ($) (1) | Compensation Actually Paid to David C. Kimbell ($) (1), (2), (3) | Summary Compensation Table Total for Kecia L. Steelman ($) (1) | Compensation Actually Paid to Kecia L. Steelman ($) (1), (2), (3) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (1) | Average Compensation Actually Paid to Non-PEO NEOs ($) (1), (2), (3) | TSR ($) | Peer Group TSR ($) | Net Income ($ Millions) | Earnings Before Taxes (EBT) ($ Millions) (5) | | 2025 | — | — | — | — | 15,403,663 | 33,853,098 | 2,864,481 | 3,687,629 | 231.40 | 158.51 | 1,153 | 1,527 | | 2024 | — | — | 12,518,429 | 9,140,017 | 6,300,394 | 3,696,443 | 1,643,892 | 1,128,091 | 160.19 | 213.18 | 1,201 | 1,581 | | 2023 | — | — | 12,663,880 | 12,283,344 | — | — | 3,340,676 | 3,164,007 | 188.62 | 174.14 | 1,291 | 1,696 | | 2022 | — | — | 13,512,384 | 31,234,457 | — | — | 4,506,950 | 8,156,948 | 188.75 | 123.99 | 1,242 | 1,644 | | 2021 | 6,968,391 | 22,560,792 | 8,539,767 | 19,890,765 | — | — | 2,961,167 | 5,266,028 | 133.94 | 149.72 | 986 | 1,296 |

  138. PAY VERSUS PERFORMANCE

    | 1. | Kecia L. Steelman has served as our PEO since January 6, 2025. David C. Kimbell served as our PEO from June 2021 to January 6, 2025. Mary N. Dillon was our PEO from July 2013 to June 2021. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |

  139. PAY VERSUS PERFORMANCE

    | 2025 | 2024 | 2023 | 2022 | 2021 | | Christopher J. DelOrefice | Paula M. Oyibo | Scott M. Settersten | Scott M. Settersten | Scott M. Settersten | | Rene G. Cásares | Scott M. Settersten | Jodi J. Caro | Jodi J. Caro | Jodi J. Caro | | Anita J. Ryan | Jodi J. Caro | Anita J. Ryan | Anita J. Ryan | Jeffrey J. Childs | | Paula M. Oyibo | Anita J. Ryan | Kecia L. Steelman | Kecia L. Steelman | Kecia L. Steelman | | Christopher Lialios | | | | | | Jodi J. Caro | | | | |

  140. PAY VERSUS PERFORMANCE

    | 2. | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |

  141. PAY VERSUS PERFORMANCE

    | 3. | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. |

  142. PAY VERSUS PERFORMANCE

    | | Summary Compensation Table | Exclusion of Stock Awards and | Inclusion of Equity Values for | Compensation Actually Paid to | | | Total for Kecia L. Steelman | Option Awards for Kecia L. Steelman | Kecia L. Steelman | Kecia L. Steelman | | Year | ($) | ($) | ($) | ($) | | 2025 | 15,403,663 | (9,585,433) | 28,034,868 | 33,853,098 | | | Average Summary Compensation Table Total for Non-PEO NEOs | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs | Average Inclusion of Equity Values for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | | Year | ($) | ($) | ($) | ($) | | 2025 | 2,864,481 | (1,482,590) | 2,305,738 | 3,687,629 |

  143. PAY VERSUS PERFORMANCE

    | | 57 |

  144. PAY VERSUS PERFORMANCE

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  145. PAY VERSUS PERFORMANCE

    | | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Kecia L. Steelman | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Kecia L. Steelman | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Kecia L. Steelman | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Kecia L. Steelman | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Kecia L. Steelman | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Kecia L. Steelman | Total - Inclusion of Equity Values for Kecia L. Steelman | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | 24,317,975 | 4,667,262 | — | (950,369) | — | — | 28,034,868 | | | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non- PEO NEOs | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non- PEO NEOs | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs | Total - Average Inclusion of Equity Values for Non-PEO NEOs | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | 2,228,299 | 396,618 | — | (98,865) | (220,314) | — | 2,305,738 |

  146. PAY VERSUS PERFORMANCE

    The fair values of RSUs, PBSs, and stock options included in the Compensation Actually Paid to our PEOs and the Average Compensation Actually Paid to our non-PEO NEOs are calculated at the required measurement dates, consistent with the approach used to value the awards at the grant date as described in this proxy statement and our Annual Report on Form 10-K for the year ended January 31, 2026. Any changes to the RSU fair values from the grant date (for current year grants) and from prior year-end (for prior year grants) are based on our updated stock price at the respective measurement dates. Changes to the PBS fair values are based on the updated stock price at the respective measurement dates, in addition to expected volatility, risk-free interest rate assumptions, and TSR. Changes to the stock option fair values are based on the updated stock price at the respective measurement dates, in addition to updated expected life, expected volatility, and risk-free interest rate assumptions. For all years presented, the meaningful increases or decreases in the year-end PBS fair value and stock option fair value from the fair value on the grant date were primarily driven by changes in the stock price.

  147. PAY VERSUS PERFORMANCE

    | 4. | The Peer Group TSR set forth in this table utilizes the S&P 500 Retailing (Industry Group, SP500-2550) (“S&P 500 Retailing”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended January 31, 2026. The comparison assumes $100 was invested for the period beginning January 30, 2021, through the end of the listed year in the Company’s common stock and in the S&P 500 Retailing, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  148. PAY VERSUS PERFORMANCE

    | 5. | We determined Earnings Before Taxes (“EBT”) to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in fiscal 2025. This performance measure may not have been the most important financial performance measure for years 2024, 2023, 2022, and 2021 and we may determine a different financial performance measure to be the most important financial performance measure in future years. |

  149. PAY VERSUS PERFORMANCE

    | 58 | |

  150. Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Company TSR and Peer Group TSR

    Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Company TSR and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, the Company’s cumulative TSR, and the TSR of the S&P 500 Retailing over the five most recently completed fiscal years:

  151. Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Company TSR and Peer Group TSR

    | | 59 |

  152. Description of Relationship BETWEEN PEO and Other NEO Compensation Actually Paid and Net Income

    Description of Relationship BETWEEN PEO and Other NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and our net income during the five most recently completed fiscal years:

  153. Description of Relationship BETWEEN PEO and Other NEO Compensation Actually Paid and Net Income

    | 60 | |

  154. Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Company-Selected Measure

    Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Company-Selected Measure The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and our EBT during the five most recently completed fiscal years:

  155. Key Features of 2026 Plan

    | ● | Non-Employee Director Compensation Limit. The 2026 Plan includes an annual limit of $900,000 per calendar year that applies to the sum of all cash and other compensation and the value of all equity, cash-based, and other awards granted to a non-employee director with respect to services as a member of the Board for such year. |