Form 8-K

8-K — Ulta Beauty, Inc.

Accession: 0001104659-26-083524

Filed: 2026-07-14

Period: 2026-07-14

CIK: 0001403568

SIC: 5990 (RETAIL-RETAIL STORES, NEC)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ulta-20260714x8k.htm (Primary)

EX-99.1 (ulta-20260714xex99d1.htm)

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8-K

8-K (Primary)

Filename: ulta-20260714x8k.htm · Sequence: 1

ULTA BEAUTY, INC._July 14, 2026

0001403568false00014035682026-07-142026-07-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 14, 2026

ULTA BEAUTY, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-33764

38-4022268

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1000 Remington Blvd., Suite 120, Bolingbrook, Illinois 60440

(Address of Principal Executive Offices and zip code)

(630) 410-4800

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R. §230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. §240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R. §240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. §240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

ULTA

The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 14, 2026, Ulta Beauty, Inc. (the “Company”) announced that Kelly E. Garcia will transition from his role as a member of its board of directors (the “Board”) to Chief Technology Officer of the Company (“CTO”), with an anticipated start date of August 31, 2026. On July 14, 2026, Mr. Garcia provided notice of his resignation as a member of the Board, effective as of the date he commences service as CTO.

Item 7.01Regulation FD Disclosure.

On July 14, 2026, the Company issued a press release announcing Mr. Garcia’s resignation from the Board in connection with his transition to CTO. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The exhibits listed in the Exhibit Index below are being furnished herewith.

Exhibit

No.

Description

99.1

Press Release, dated July 14, 2026.

104

Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ULTA BEAUTY, INC.

Date: July 14, 2026

By:

/s/ Rene G. Cásares

Rene G. Cásares

Chief Legal Officer

EX-99.1

Filename: ulta-20260714xex99d1.htm · Sequence: 2

Exhibit 99.1

ULTA BEAUTY NAMES KELLY GARCIA AS

CHIEF TECHNOLOGY OFFICER

BOLINGBROOK, Ill. July 14, 2026 – Ulta Beauty, Inc. (NASDAQ: ULTA), today announced that Kelly Garcia has been appointed as its Chief Technology Officer (“CTO”), effective August 31, 2026. Mr. Garcia has been a member of the Ulta Beauty Board of Directors since 2022. In connection with his appointment, Mr. Garcia will resign from the Board of Directors effective as of his start date as CTO.

“Kelly has been an impactful member of our Board of Directors, providing valuable business insights and technology expertise, including perspectives on emerging technologies such as AI, and we are excited to enhance our executive team with his leadership as our new CTO,” said Kecia Steelman, president and chief executive officer. “With more than 25 years of leadership and broad experience across global e-commerce, customer loyalty, digital innovation, and cybersecurity, Kelly will be a great addition to our team as we continue to advance our technology capabilities and execute our Ulta Beauty Unleashed strategy to drive market share growth and deliver long-term value for all our stakeholders.”

Most recently, Mr. Garcia served as the Executive Vice President and CTO of Domino’s Pizza since July 2012, where he led the company’s technology vision and was responsible for developing and implementing strategic technology initiatives to support and improve the business globally. Prior to joining Domino’s, Mr. Garcia was Vice President of Business Intelligence and North American Operations for R. L. Polk & Company. He holds a B.S. in computer science and engineering from The Ohio State University.

About Ulta Beauty

Ulta Beauty (NASDAQ: ULTA) is the largest specialty beauty retailer in the U.S. and a leading destination for cosmetics, fragrance, skin care, hair care, wellness, and salon services. Since opening its first store in 1990, Ulta Beauty has grown to more than 1,500 stores across the U.S. and redefined beauty retail by bringing together All Things Beauty. All in One Place®. With an expansive product assortment, professional salon services, and its beloved Ulta Beauty Rewards loyalty program, the company delivers seamless, personalized experiences across stores, Ulta.com, and the Ulta Beauty App – where the possibilities are truly beautiful. Ulta Beauty is also expanding its presence internationally through its subsidiary, Space NK, a luxury beauty retailer operating in the U.K. and Ireland, its joint venture in Mexico, and its franchise in the Middle East. For more information, visit www.ulta.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, which reflect our current views with respect to, among other things, future events. You can identify these forward-looking statements by the use of words such as "will," “believe,” “expect,” “plan,” “estimate,” “may,” or other similar expressions. Actual results may differ materially from these expectations due to changes in global, regional, or local economic, business, competitive, market, regulatory, and other factors, many of which are beyond our control. These factors include, but are not limited to, those described under Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended January 31, 2026, as such risk factors may be updated from time to time in our periodic filings with the U.S. Securities and Exchange Commission (“SEC”), which are accessible on the SEC's website at www.sec.gov. Any forward-looking statements in this press release speak only as of the date of this press release. Except as required by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements.

Investor Contact:

Kiley Rawlins, CFA

Vice President, Investor Relations

investorrelations@ulta.com

Media Contact:

Natalie Navarre

Vice President, Public Relations & Social Marketing

nnavarre@ulta.com

PR@ulta.com

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