Ulta Beauty (ULTA) CEO receives 3,416 performance-based share award

Rhea-AI Filing Summary

Ulta Beauty, Inc. President and CEO Kecia Steelman reported an acquisition of 3,416 shares of common stock on February 12, 2026 at a price of $0 per share. The shares relate to performance-based restricted share units awarded on March 31, 2023 under Ulta Beauty’s 2011 Incentive Award Plan.

Each unit represents one share of common stock and vested after the compensation committee certified that performance goals were met on February 12, 2026, with an additional time-based vesting condition that lapses on March 15, 2026, subject to continued employment. Following this transaction, Steelman directly beneficially owns 33,484 shares of Ulta Beauty common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Steelman Kecia

(Last) (First) (Middle)

1000 REMINGTON BLVD.

SUITE 120

(Street)

BOLINGBROOK IL 60440

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ulta Beauty, Inc. [ ULTA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/12/2026		A		3,416(1)	A	$0	33,484	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents 3,416 performance-based restricted share units, which were awarded on March 31, 2023 under the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan. Each performance-based restricted share unit represents the right to one share of common stock, which vested based on satisfaction of certain performance goals and a time-based service vesting restriction which lapses on March 15, 2026, subject to continued employment. The Company's compensation committee certified on February 12, 2026 that the performance vesting goals were satisfied.

	/s/ Rene G. Casares, as attorney-in-fact for Kecia Steelman	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Ulta Beauty (ULTA) report for Kecia Steelman?

Ulta Beauty reported that President and CEO Kecia Steelman acquired 3,416 shares of common stock at $0 per share. The shares came from performance-based restricted share units that vested after performance goals were certified and are subject to a remaining time-based vesting condition.

How many Ulta Beauty (ULTA) shares does Kecia Steelman own after this Form 4?

After this transaction, Kecia Steelman beneficially owns 33,484 shares of Ulta Beauty common stock directly. This total reflects the addition of 3,416 shares tied to performance-based restricted share units that vested following compensation committee certification of performance goals.

What are the terms of the 3,416 performance-based RSUs reported by Ulta Beauty (ULTA)?

The 3,416 performance-based restricted share units were granted on March 31, 2023 under Ulta Beauty’s 2011 Incentive Award Plan. Each unit equals one share of common stock, vests upon meeting performance goals, and includes a time-based service condition that lapses on March 15, 2026 with continued employment.

When did Ulta Beauty (ULTA) certify the performance goals for Kecia Steelman’s RSUs?

Ulta Beauty’s compensation committee certified that the performance vesting goals for Kecia Steelman’s 3,416 performance-based restricted share units were satisfied on February 12, 2026. This certification allowed the units to vest, subject to the remaining time-based service vesting condition through March 15, 2026.

What role does Kecia Steelman hold at Ulta Beauty (ULTA) in this Form 4?

In this Form 4, Kecia Steelman is identified as Ulta Beauty’s President and CEO. The reported acquisition of 3,416 shares of common stock reflects equity compensation linked to performance-based restricted share units granted under the company’s Amended and Restated 2011 Incentive Award Plan.

Was the Ulta Beauty (ULTA) insider acquisition a market purchase or an equity award?

The reported acquisition was an equity award, not a market purchase. The 3,416 shares of common stock stem from performance-based restricted share units with a transaction code of “A” for grant or award, and they carry a transaction price of $0 per share under the incentive plan.