Ulta Beauty (ULTA) HR chief acquires 644 performance-based shares

Rhea-AI Filing Summary

Ulta Beauty, Inc. reported that its Chief Human Resources Officer, Anita Jane Ryan, acquired 644 shares of common stock on February 12, 2026 through a performance-based equity award. The shares were issued at a price of $0 per share and increased her directly held stake to 7,967 shares.

The 644 shares relate to performance-based restricted share units granted on March 31, 2023 under Ulta Beauty’s 2011 Incentive Award Plan. Each unit represents one share of common stock and vested after certain performance goals were met and service-based conditions that run through March 15, 2026, with the compensation committee certifying on February 12, 2026 that the performance goals were satisfied.

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^*

Ryan Anita Jane

(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)
	Chief Human Resources Officer

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		644(1)	A	$0	7,967	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 644 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 Anita Jane Ryan	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) disclose for February 12, 2026?

Ulta Beauty disclosed that Chief Human Resources Officer Anita Jane Ryan acquired 644 shares of common stock on February 12, 2026. The shares came from a performance-based equity award and were issued at $0 per share as part of her compensation package.

How many Ulta Beauty (ULTA) shares does Anita Jane Ryan hold after this Form 4?

After the reported transaction, Anita Jane Ryan directly owns 7,967 Ulta Beauty common shares. This total reflects the addition of 644 shares acquired through vested performance-based restricted share units tied to prior equity awards under the company’s incentive plan.

Was the Ulta Beauty (ULTA) insider transaction an open-market stock purchase?

No, the transaction was not an open-market purchase. The 644 shares were acquired at $0 per share through the vesting of performance-based restricted share units granted under Ulta Beauty’s 2011 Incentive Award Plan, rather than being bought on the market.

What are the terms of the performance-based restricted share units reported by Ulta Beauty (ULTA)?

The filing states that 644 performance-based restricted share units were granted on March 31, 2023. Each unit converts into one common share after specified performance goals are met and a service-based vesting condition that extends to March 15, 2026, assuming continued employment.

Who is the Ulta Beauty (ULTA) insider involved in this Form 4 filing?

The insider is Anita Jane Ryan, Ulta Beauty’s Chief Human Resources Officer. She is listed as an officer of the company and directly received 644 shares of common stock through the vesting of performance-based restricted share units, bringing her direct holdings to 7,967 shares.