ELF 8-K
e.l.f. Beauty, Inc. (ELF)
8-K
2025-05-28
For: 2025-05-28
View Original
Added on
April 10, 2026
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): May 28, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||||||||
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (510 ) 778-7787
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:
| Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: | |||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 1.01 | Entry into a Material Definitive Agreement. | ||||
On May 28, 2025, e.l.f. Beauty, Inc., a Delaware corporation (the “Company”), entered into a Merger Agreement (the “Merger Agreement”) with HRBeauty LLC, a Delaware limited liability company (“rhode”), e.l.f. Cosmetics, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Buyer”), Glaze Merger Sub, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Buyer (“Merger Sub”), the holders of membership interests in rhode (the “Sellers”), and David Levin, solely in his capacity as the representative of the Sellers (the “Sellers’ Representative”). Pursuant to the terms of, and subject to the conditions specified in, the Merger Agreement, Merger Sub will merge with and into rhode (the “Merger”), and upon consummation of the Merger, Merger Sub will cease to exist and rhode will become a wholly owned subsidiary of Buyer. The transaction, which was approved by the board of directors of each of the Company and Buyer, is expected to close during the Company’s second quarter of fiscal year 2026, the quarter ending September 30, 2025.
Pursuant to the terms of, and subject to the conditions specified in, the Merger Agreement, upon consummation of the Merger and the other transactions contemplated by the Merger Agreement (the “Closing”), all outstanding limited liability company interests of rhode will be cancelled and converted into the right to receive (i) aggregate consideration of $800 million, subject to certain adjustments set forth in the Merger Agreement (the “Closing Consideration”), and (ii) contingent consideration (if any) in cash (the “Earn-Out”) of (A) up to $100 million based on the achievement by the rhode business of annual revenue projections prepared by rhode over a three-year period following the Closing and (B) up to an additional $100 million upon overachievement by the rhode business of such revenue projections by a specified amount over the same period. A total of $600 million of the Closing Consideration will be paid in cash, subject to certain adjustments set forth in the Merger Agreement, and approximately $200 million of the Closing Consideration will be paid in shares of the Company’s common stock, par value $0.01 per share (“Company Stock”), having a per share value of $77.1685, which is based upon the average of the daily volume-weighted average sales price per share of Company Stock on the New York Stock Exchange, as such daily volume-weighted average sales price per share is reported by Bloomberg L.P., calculated to four decimal places and determined without regard to after-hours trading or any other trading outside the regular trading session trading hours, for each of the ten consecutive trading days ending on and including the third trading day immediately preceding the date of the Merger Agreement (the “Stock Consideration”). Buyer expects to fund a portion of the Closing Consideration through debt financing and entered into commitment letters with certain lenders in connection therewith concurrently with the execution of the Merger Agreement.
The Company intends to issue the shares of Company Stock described herein in reliance upon the exemptions from registration afforded by Section 4(a)(2) and/or Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended. The Company has agreed to file a shelf registration statement on Form S-3 or, if Form S-3 is not available to the Company, another appropriate form, covering the resale of the shares of Company Stock to be issued in the Merger. Certain recipients of Stock Consideration have executed a lock-up agreement subjecting them to lock-up restrictions (the “Lock-Up Restrictions”) with respect to 60% of the Stock Consideration received by such recipient (the “Lock-Up Stock”) for a period of one year following the Closing. The Lock-Up Restrictions will provide that 50% of the Lock-Up Stock received by each such recipient will be released from such Lock-Up Restrictions on the six month anniversary of the Closing. The Lock-Up Restrictions will include certain customary exceptions for permitted transfers during the applicable lock-up period.
The Merger Agreement contains customary representations and warranties of rhode, the Sellers and Buyer. Buyer will obtain a representations and warranties insurance policy and related excess policies (the “RWI Policy”), with coverage thereunder extending for three years post-Closing (seven years for certain fundamental and tax representations and warranties) and such coverage serving as Buyer’s sole remedy with respect to any breach of rhode’s or the Sellers’ representations and warranties, except for claims related to rhode’s or Sellers’ fraud. Coverage under the RWI Policy is subject to a policy limit equal to $100 million. The cost of the RWI Policy is borne entirely by Buyer, and coverage under the RWI Policy is subject to customary deductibles (self-insured retention) and the RWI Policy’s terms, including certain exclusions and limitations. rhode has agreed to various covenants, including, among others, an agreement to conduct its business in the ordinary course during the period prior to the Closing and not to take certain actions during such period, subject to certain exceptions. The Merger Agreement generally requires each party to use reasonable best efforts to obtain the required regulatory approvals, subject to certain limitations.
The consummation of the Merger is subject to certain customary conditions to Closing, including, among others, (i) the expiration or termination of the applicable waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended; (ii) the absence of any law or order that is in effect and makes illegal or enjoins, restrains or otherwise prohibits the consummation of the transactions contemplated by the Merger Agreement (a “Closing Legal Impediment”); (iii) the shares of Company Stock to be issued in connection with the Merger being approved for listing on the New York Stock Exchange; (iv) subject to certain materiality exceptions, the accuracy of certain representations and warranties of each of rhode, the Sellers and Buyer contained in the Merger Agreement and the compliance in all material respects by each party with the covenants contained in the Merger Agreement; (v) the termination of all related party transactions, subject to specified exceptions; (vi) certain key service providers of rhode remaining employed or engaged by rhode immediately prior to Closing; (vii) receipt of certain third party consents; and (viii) the absence of a material adverse effect with respect to rhode. The consummation of the Merger is not subject to a financing condition. Pursuant to the Merger Agreement, neither rhode nor any Seller may solicit alternative transaction proposals.
The Merger Agreement can be terminated at any time by mutual written agreement of the Sellers’ Representative and Buyer. In addition, the Merger Agreement can be terminated (i) by either the Sellers’ Representative or Buyer (A) if there is a final and non-appealable Closing Legal Impediment, (B) if the Merger has not been consummated on or before September 25, 2025, or (C) if the other party (or rhode or any Seller in the case of Buyer’s right to terminate the Merger Agreement) breaches any of its representations, warranties or covenants in the Merger Agreement in a manner that would prevent or has prevented the satisfaction of any condition to the obligations of the other party at the Closing (and does not, or cannot, cure such material breach during the 15-day period after written notice from the other party thereof) such that the conditions to Closing relating thereto would not be satisfied at the Closing; (ii) by Buyer, if a material adverse effect has occurred with respect to rhode; or (iii) by the Sellers’ Representative if Buyer fails to consummate the Closing after all conditions to Closing have been satisfied or waived. Under the terms of the Merger Agreement, Buyer will be required to pay a reverse termination fee of $65 million in the event the Merger Agreement is terminated under certain circumstances as a result of, or at a time when the Sellers’ Representative would otherwise be entitled to terminate the Merger Agreement due to, Buyer’s failure to consummate the Closing after all Closing conditions are met. The Merger Agreement also provides that the parties may specifically enforce the other parties’ obligations under the Merger Agreement, provided that rhode and the Sellers may only cause Buyer to close if certain conditions are satisfied, including the funding or availability of the debt financing.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending June 30, 2025.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws, including those statements relating to the Merger Agreement, the proposed transaction, and the performance of the obligations and covenants for the proposed transaction by each of the parties to the Merger Agreement, statements related to the timeline and the Closing of the proposed transaction, statements related to regulatory approvals for the proposed transaction, statements related to the RWI Policy, and statements related to the process for termination of the Merger Agreement and proposed transaction. Forward-looking statements and information presented in this Current Report on Form 8-K relate to future events, including the performance of obligations and covenants in connection with Merger Agreement. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology.
Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, actual results and the timing of selected events may differ materially from those expectations. Factors that could cause actual results to differ materially from those in the forward looking statements include, among other things, the risks and uncertainties that are described in the Company’s most recent Annual Report on Form 10-K, as updated from time to time in the Company’s SEC filings, as well as: the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement to acquire rhode; failure to obtain required regulatory approvals in a timely manner or otherwise; failure to obtain the debt financing arrangements set forth in the commitment letters entered into in connection with the proposed transaction; failure to satisfy any closing conditions of the proposed transaction; risks associated with tax liabilities or changes in U.S. federal tax laws or interpretations to which the proposed transaction and parties thereto are subject; risks related to pre-acquisition non-compliance by rhode or the Sellers with applicable regulatory requirements; failure to successfully integrate the acquired business; failure to realize anticipated benefits of any combined operations; unanticipated costs of acquiring or integrating rhode; potential impact of announcement or consummation of the proposed transaction on relationships with third parties, including employees, customers, partners and competitors; inability to retain key personnel; changes in legislation or government regulations affecting the proposed transaction or its parties; and economic, social or political conditions that could adversely affect the proposed transaction or its parties. Potential investors are urged to consider these factors carefully in evaluating the forward-looking statements. These forward-looking statements speak only as of the date hereof. Except as required by law, the Company assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.
| Item 2.01 | Results of Operations and Financial Condition. | ||||
The information in this Item 2.02 of Current Report on Form 8-K and Exhibit 99.1 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Securities and Exchange Commission’s rules and regulations, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.
| Item 3.02 | Unregistered Sales of Equity Securities. | ||||
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
| Item 7.01 | Regulation FD Disclosure. | ||||
On May 28, 2025, the Company issued a press release announcing the entry into the Merger Agreement, a copy of which is attached as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Securities and Exchange Commission’s rules and regulations, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Exhibits. | ||||
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | Cover Page Interactive Data File (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.
e.l.f. Beauty, Inc. | ||||||||||||||||||||
Date : | By: | /s/ Mandy Fields | ||||||||||||||||||
| Mandy Fields | ||||||||||||||||||||
| Chief Financial Officer | ||||||||||||||||||||
e.l.f. Beauty Announces Definitive Agreement to Acquire rhode in $1 Billion Deal
Fast-growing beauty brand founded by Hailey Bieber will further diversify e.l.f. Beauty’s portfolio of brands that disrupt norms, shape culture and connect communities
OAKLAND, California, May 28, 2025 — e.l.f. Beauty (NYSE: ELF) signed a definitive agreement to acquire rhode, a fast-growing, multi-category lifestyle beauty brand founded by Hailey Bieber known for its collection of high-performance, skin-focused products. This powerhouse alliance between e.l.f. Beauty and rhode is built on both brands' shared focus on disruption and product innovation, setting the stage for transformative global expansion.
The $1 billion deal is comprised of $800 million of consideration payable at closing in a combination of cash and stock, subject to customary adjustments, and an additional potential earnout consideration of $200 million based on the future growth of the brand over a three-year timeframe.
“e.l.f. Beauty found a like-minded disruptor in rhode,” said e.l.f. Chairman and CEO Tarang Amin. “rhode further diversifies our portfolio with a fast-growing brand that makes the best of prestige accessible. We are excited by rhode’s ability to break beauty barriers, fully aligning with e.l.f. Beauty’s vision to create a different kind of company. rhode is a beautiful brand that we believe is ready for rocketship growth.”
Bieber set out to create a brand centered around her skin care philosophy of “one of everything really good.” rhode’s multitasking and efficacious products, made with innovative ingredients for visible results, seek “to glaze your skin with goodness.”
rhode has quickly established itself as a disruptor in content, commerce and community, building a robust direct-to-consumer business. The brand has seen incredible growth, more than doubling its consumer base over the past year and driving a total of $212 million in net sales in the 12 months ended March 31, 2025. rhode’s products are currently available on rhodeskin.com, with plans to launch its first physical in-store partnership with retailer Sephora throughout North America and the U.K. before the end of the year.
Bieber will continue her role as Founder and additionally serve as rhode’s Chief Creative Officer and Head of Innovation, overseeing creative, product innovation and marketing. She will also act as a Strategic Advisor to the combined companies. A defining voice in beauty, Bieber stands out as a cultural tastemaker and top beauty influencer. Her influence, paired with the brand’s innovative marketing strategy and team, fueled rhode to be the No. 1 skin care brand in Earned Media Value in 2024, representing 367% year over year EMV growth.
“We can’t wait to bring rhode to more faces, places, and spaces. From day one, my vision for rhode has been to make essential skin care and hybrid makeup you can use every day,” said Bieber. “Just three years into this journey, our partnership with e.l.f. Beauty marks an incredible opportunity to elevate and accelerate our ability to reach more
of our community with even more innovative products and widen our distribution globally. As I continue as Founder and step into an expanded role of Chief Creative Officer and Head of Innovation, I look forward to leading the brand into this exciting new chapter of possibilities alongside my Co-Founders Michael D. Ratner and Lauren Ratner, who have helped bring my vision to life from the start.”
With the team since Bieber’s inception of rhode, Co-Founder Michael D. Ratner has guided rhode since its formation and has run the board as Co-Executive Chairman, while Co-Founder Lauren Ratner architected the brand and currently serves as President and Chief Brand Officer. The founders with CEO Nick Vlahos will continue to lead the brand out of its Los Angeles, California, office, nurturing its entrepreneurial spirit and maintaining the brand’s passionate team of employees.
e.l.f. Beauty has taken a disciplined approach in pursuing strategic extensions that leverage the company’s strengths and has continued to thoughtfully diversify its business. e.l.f. Cosmetics founded in 2004 to democratize access to the best of beauty for every eye, lip and face, is the No. 1 brand in units across U.S. cosmetics and No. 2 in dollar share1. Five years ago, the company launched e.l.f. SKIN as its own brand to accelerate its potential in skin care. The acquisition of Naturium in 2023 then doubled the company’s skin care presence. The agreement to acquire rhode marks further diversification of e.l.f. Beauty’s business into the prestige beauty channel and into newer retail partners, like Sephora, the world’s leading global prestige retailer.
Transaction Details
Under the terms of the definitive agreement, e.l.f. Beauty has agreed to acquire rhode for $800 million at closing, comprised of $600 million of cash and $200 million, or approximately 2.6 million shares, of newly issued shares of e.l.f. Beauty common stock issued to existing equity holders of rhode, subject to certain customary purchase price adjustments. The transaction also includes an additional potential earnout consideration of $200 million based on the future growth of the brand over a three-year post-closing period. The purchase price at closing represents approximately 3.8x LTM net sales of $212 million on March 31, 2025.
The cash consideration consists of fully committed debt financing of $600 million. A portion of the shares issued in the transaction to the founders and certain key employees are subject to lock-up agreements and will be released from the lock-up over a one-year period.
The definitive agreement has been approved by the e.l.f. Beauty Board of Directors. The transaction is subject to customary closing conditions, including regulatory approvals, and is expected to close in the second quarter of Fiscal 2026.
Advisors
Latham & Watkins LLP is serving as e.l.f. Beauty’s legal advisor. J.P. Morgan Securities LLC and Moelis & Company LLC are serving as financial advisors to rhode, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as rhode’s legal advisor. Bieber’s legal advisors are Cravath, Swaine & Moore LLP.
1 Nielsen xAOC latest 52 weeks ending March 22, 2025.
Fourth Quarter and Full Year Fiscal 2025 Earnings Webcast
The Company today issued a separate press release reporting its fourth quarter and full year Fiscal 2025 financial results. Management will hold a webcast today, May 28, 2025, at 4:30 p.m. Eastern Time to discuss the company’s financial results as well as today’s acquisition announcement. The webcast will be broadcast live at https://investor.elfbeauty.com/stock-and-financial/events-and-presentations. For those unable to listen to the live broadcast, an archived version will be available at the same location.
About e.l.f. Beauty
e.l.f. Beauty (NYSE: ELF) is fueled by a belief that anything is e.l.f.ing possible. We are a different kind of company that disrupts norms, shapes culture and connects communities, committed to positivity, inclusivity and accessibility. Our mission is clear: to make the best of beauty accessible to every eye, lip and face. Our brands, e.l.f. Cosmetics, e.l.f. SKIN, Keys Soulcare, Well People and NATURIUM are led by purpose, driven by results and elevated by our superpowers. e.l.f. Beauty offers e.l.f. clean and vegan products, all double-certified by Leaping Bunny and PETA as cruelty free and we proudly stand as the first beauty company with Fair Trade Certified™ facilities. A kind heart is at the center of our ethos: We donate 2% of net profits to organizations that make positive impacts.
Learn more at elfbeauty.com
About rhode
rhode is a collection of curated skincare and hybrid makeup essentials with efficacious, intentional formulas that hydrate and nourish the skin barrier. Launched by Bieber in 2022, rhode was born from a need for high-performance, skincare essentials you can use every day. After years of working as a fashion model with the best makeup artists and skincare experts, Bieber noticed a gap in the industry and created a simplified product lineup that wasn’t based on trends, overly expensive ingredients, or a 15-minute routine. rhode’s formulas are developed with all skin types in mind, purposeful ingredients at efficacious levels, and backed by a team of skin care experts, from top cosmetics chemists, dermatologists and makeup artists, to leading voices in the skincare industry. Beyond its product, rhode brings the brand to life in new and immersive ways, creating a world of rhode through high-impact campaigns, innovative IRL activations and close community engagement.
Learn more at rhodeskin.com
Forward-looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws, including those statements regarding the performance of the combined business. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, actual results and the timing of selected events may differ materially from those expectations. Factors that could cause actual results to differ materially from those in the forward looking statements include, among other things, the risks and uncertainties that are described in the Company's most recent Annual Report on Form 10-K, as updated from time to time in the Company's SEC filings, as well as the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement to acquire rhode; the possibility that various closing conditions for the acquisition may not be satisfied or waived; the possibility of a failure to obtain, delays in obtaining or adverse
conditions contained in regulatory or other required approvals; the failure of the acquisition to close for any other reason; the amount of fees and expenses related to the acquisition; the ability to achieve projected financial results; the Company’s ability to effectively compete with other beauty companies; the Company’s ability to successfully introduce new products; the Company’s ability to attract new retail customers and/or expand business with its existing retail customers; the Company’s ability to optimize shelf space at its key retail customers; the loss of any of the Company’s key retail customers or if the general business performance of its key retail customers declines; and the Company’s ability to effectively manage its SG&A and other expenses. Potential investors are urged to consider these factors carefully in evaluating the forward-looking statements. These forward-looking statements speak only as of the date hereof. Except as required by law, the Company assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.
e.l.f. Beauty Investor Relations
KC Katten
e.l.f. Beauty Corporate Communications
Samantha Critchell
rhode
Lena Griffin, Derris
Exhibit 99.2
e.l.f. Beauty Announces Fourth Quarter and Full Fiscal 2025 Results
Full year Fiscal 2025 net sales grew 28%, reflecting another year of industry-leading growth
Q4 marked 25th consecutive quarter of net sales growth and market share gains
Announced agreement to acquire rhode, a fast-growing beauty brand founded by Hailey Bieber
OAKLAND, California; May 28, 2025 — e.l.f. Beauty (NYSE: ELF) today announced results for the three and twelve months ended March 31, 2025.
“In this dynamic environment, we continue to deliver industry-leading results. In Fiscal 2025, we grew net sales 28%, gained 190 basis points of market share in the U.S. and continued our international expansion strategy,” said Tarang Amin, e.l.f. Beauty’s Chairman and Chief Executive Officer. “We believe we have the right strategy to drive continued category-leading sales and market share growth in the years to come, and believe the acquisition of rhode will further strengthen and diversify our portfolio of fast-growing disruptive brands.”
Fourth Quarter Fiscal 2025 Review
For the three months ended March 31, 2025, compared to the three months ended March 31, 2024:
•Net sales increased 4% to $332.6 million, primarily driven by strength across our retailer and e-commerce channels, as well as geographically across our U.S. and international markets.
•Gross margin increased approximately 50 basis points to 71%, primarily driven by favorable foreign exchange impacts on goods purchased from China and lower transportation costs.
•Selling, general and administrative (“SG&A”) expenses decreased $17.4 million to $192.7 million, or 58% of net sales. Adjusted SG&A (SG&A excluding the items identified in the reconciliation table below) was $173.3 million, or 52% of net sales. The decrease in SG&A dollars was primarily due to a decrease in marketing and digital spend.
•Net income was $28.3 million on a GAAP basis. Adjusted net income (net income excluding the items identified in the reconciliation table below) was $45.2 million.
•Diluted earnings per share were $0.49 on a GAAP basis. Adjusted diluted earnings per share (diluted earnings per share calculated with adjusted net income excluding the items identified in the reconciliation table below) were $0.78.
•Adjusted EBITDA (EBITDA excluding the items identified in the reconciliation table below) was $81.4 million, or 24% of net sales, up 99% year over year.
Full Year Fiscal 2025 Review
For the twelve months ended March 31, 2025, compared to the twelve months ended March 31, 2024:
•Net sales increased 28% to $1,313.5 million, primarily driven by strength across our retailer and e-commerce channels, as well as geographically across our U.S. and international markets.
•Gross margin increased approximately 50 basis points to 71%, primarily driven by favorable foreign exchange impacts on goods purchased from China and cost savings, partially offset by mix.
•SG&A increased $203.2 million to $777.7 million, or 59% of net sales. Adjusted SG&A was $690.9 million, or 53% of net sales. The increase in SG&A dollars was primarily due to an increase in marketing and digital spend, compensation and
benefits, operations costs, retail fixturing and visual merchandising costs, professional fees and depreciation and amortization.
•Net income was $112.1 million on a GAAP basis. Adjusted net income was $197.6 million.
•Diluted earnings per share were $1.92 on a GAAP basis. Adjusted diluted earnings per share were $3.39.
•Adjusted EBITDA was $296.8 million, or 23% of net sales, up 26% year over year.
Liquidity
The Company ended fiscal 2025 with $148.7 million in cash and cash equivalents and $256.7 million of total debt outstanding, as compared to $108.2 million in cash and cash equivalents and $262.1 million of total debt outstanding at the end of fiscal 2024.
Fiscal 2026 Outlook
Due to the wide range of potential outcomes related to tariffs, the Company is not providing a Fiscal 2026 financial outlook at this time.
Entered Definitive Agreement to Acquire rhode
On May 28, 2025, the Company entered into a definitive agreement to acquire rhode, a fast-growing, multi-category lifestyle beauty brand founded by Hailey Bieber and known for its collection of high-performance, skin-focused products. The deal is comprised of $800.0 million at closing, subject to customary adjustments, in a combination of $600.0 million of cash and $200.0 million of stock, and potential earnout consideration of up to $200.0 million based on the future growth of the brand over a three-year timeframe. The transaction is subject to customary closing conditions, including regulatory approvals, and is expected to close in the second quarter of Fiscal 2026.
The company has provided additional details regarding this transaction in a separate press release, and management will discuss the transaction on today’s webcast.
Webcast Details
The Company will hold a webcast to discuss its fourth quarter and Fiscal 2025 results and acquisition announcement today, May 28, 2025, at 4:30 p.m. Eastern Time. The webcast will be broadcast live at https://investor.elfbeauty.com/stock-and-financial/events-and-presentations. For those unable to listen to the live broadcast, an archived version will be available at the same location.
About e.l.f. Beauty
e.l.f. Beauty (NYSE: ELF) is fueled by a belief that anything is e.l.f.ing possible. e.l.f. is a different kind of company that disrupts norms, shapes culture and connects communities, through positivity, inclusivity and accessibility. The mission is clear: to make the best of beauty accessible to every eye, lip and face. e.l.f. Beauty and its brands, e.l.f. Cosmetics, e.l.f. SKIN, Keys Soulcare, Well People and Naturium, are led by purpose, driven by results and elevated by superpowers. e.l.f. Beauty offers e.l.f. clean and vegan products, all double-certified by PETA and Leaping Bunny as cruelty free, and proudly stands as the first beauty company with Fair Trade Certified™ facilities. With a kind heart at the center of e.l.f.’s ethos, the company donates 2% of net profits to organizations that make positive impacts.
Learn more at https://www.elfbeauty.com/
Note Regarding non-GAAP Financial Measures
This press release includes references to non-GAAP measures, including adjusted EBITDA, adjusted SG&A, adjusted net income and adjusted diluted earnings per share. The Company presents these non-GAAP measures because its management uses them as supplemental measures in assessing its operating performance, and believes they are helpful to investors, securities analysts and other interested parties in evaluating the Company’s performance. The non-GAAP measures included in this press release are not measurements of financial performance under GAAP and they should not be considered as alternatives to or substitutes for measures of performance derived in accordance with GAAP. In addition, these non-GAAP measures should not be construed as an inference that the Company’s future results will be unaffected by unusual or non-recurring items. These non-GAAP measures have limitations as analytical tools, and you should not consider such measures either in isolation or as substitutes for analyzing the Company’s results as reported under GAAP. The Company’s definitions and calculations of these non-GAAP measures are not necessarily comparable to other similarly titled measures used by other companies due to different methods of calculation.
Adjusted EBITDA excludes expense or income related to stock-based compensation, impairment of equity investment, and other non-cash and non-recurring items. Such other non-cash or non-recurring items include amortization of internal-use software costs related to cloud applications, acquisition related costs, and cloud computing ERP implementation costs.
Adjusted SG&A excludes expense related to stock-based compensation and other non-recurring items. Such other non-recurring items include other non-recurring cloud computing ERP implementation costs and acquisition related costs.
Adjusted effective tax rate is the tax rate when excluding the pre-tax impact of expense or income related to stock-based compensation, other non-cash and non-recurring items, impairment of equity investment, amortization of acquired intangible assets, as well as the related tax impact for these items, calculated utilizing the statutory rate for where the impact was incurred.
Adjusted net income excludes expense related to stock-based compensation, other non-recurring items, impairment of equity investment, amortization of acquired intangible assets and the tax impact of the foregoing adjustments. Such other non-recurring items include other non-recurring cloud computing ERP implementation costs and acquisition related costs.
Forward-looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws, including those statements that we believe we have the right strategy to drive continued category-leading sales and market share growth in the years to come, and believe the acquisition of rhode will further strengthen and diversify our portfolio of fast-growing disruptive brands. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, actual results and the timing of selected events may differ materially from those expectations. Factors that could cause actual results to differ materially from those in the forward looking statements include, among other things, the risks and uncertainties that are described in the Company's most recent Annual Report on Form 10-K, as updated from time to time in the Company's SEC filings, as well as the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement to acquire rhode; the possibility that various closing conditions for the acquisition may not be satisfied or waived; the possibility of a failure to obtain, delays in obtaining or adverse conditions contained in regulatory or other required approvals; the failure of the acquisition to close for any other reason; the amount of fees and expenses related to the acquisition; the ability to achieve projected financial results; the Company’s ability to effectively compete with other beauty companies; the Company’s ability to successfully introduce new products; the Company’s ability to attract new retail customers and/or expand business with its existing retail customers; the Company’s ability to optimize shelf space at its key retail customers; the loss of any of the Company’s key retail customers or if the general business performance of its key retail customers declines; and the Company’s ability to effectively manage its SG&A and other expenses. Potential investors are urged to consider these factors carefully in evaluating the forward-looking statements. These forward-looking statements speak only as of the date hereof. Except as required by law, the Company assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.
| Investors: | Media: | ||||||||||
KC Katten | Sam Critchell | ||||||||||
VP, Corporate Development & Investor Relations | VP, Corporate Communications | ||||||||||
e.l.f. Beauty, Inc. and subsidiaries
Condensed consolidated statements of operations
(unaudited)
(in thousands, except share and per share data)
| Three months ended March 31, | Twelve months ended March 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Net sales | $ | 332,645 | $ | 321,143 | $ | 1,313,517 | $ | 1,023,932 | ||||||||||||||||||
| Cost of sales | 95,606 | 93,941 | 377,831 | 299,836 | ||||||||||||||||||||||
| Gross profit | 237,039 | 227,202 | 935,686 | 724,096 | ||||||||||||||||||||||
| Selling, general and administrative expenses | 192,723 | 210,172 | 777,659 | 574,418 | ||||||||||||||||||||||
| Operating income | 44,316 | 17,030 | 158,027 | 149,678 | ||||||||||||||||||||||
| Other income (expense), net | 2,594 | (692) | 1,294 | 1,210 | ||||||||||||||||||||||
| Impairment of equity investment | — | (1,155) | — | (2,875) | ||||||||||||||||||||||
| Interest expense, net | (2,860) | (4,002) | (13,813) | (7,023) | ||||||||||||||||||||||
| Loss on extinguishment of debt | (13) | — | (13) | — | ||||||||||||||||||||||
| Income before income taxes | 44,037 | 11,181 | 145,495 | 140,990 | ||||||||||||||||||||||
| Income tax (provision) benefit | (15,784) | 3,346 | (33,406) | (13,327) | ||||||||||||||||||||||
| Net income | $ | 28,253 | $ | 14,527 | $ | 112,089 | $ | 127,663 | ||||||||||||||||||
| Net income per share: | ||||||||||||||||||||||||||
| Basic | $ | 0.50 | $ | 0.26 | $ | 1.99 | $ | 2.33 | ||||||||||||||||||
| Diluted | $ | 0.49 | $ | 0.25 | $ | 1.92 | $ | 2.21 | ||||||||||||||||||
| Weighted average shares outstanding: | ||||||||||||||||||||||||||
| Basic | 56,159,804 | 55,465,190 | 56,210,459 | 54,747,930 | ||||||||||||||||||||||
| Diluted | 57,980,746 | 58,487,557 | 58,345,174 | 57,788,454 | ||||||||||||||||||||||
e.l.f. Beauty, Inc. and subsidiaries
Condensed consolidated balance sheets
(unaudited)
(in thousands, except share and per share data)
| March 31, 2025 | March 31, 2024 | |||||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | 148,692 | $ | 108,183 | ||||||||||
| Accounts receivable, net | 126,010 | 123,797 | ||||||||||||
| Inventory, net | 187,170 | 191,489 | ||||||||||||
| Prepaid expenses and other current assets | 78,688 | 53,608 | ||||||||||||
| Total current assets | 540,560 | 477,077 | ||||||||||||
| Property and equipment, net | 28,787 | 13,974 | ||||||||||||
| Intangible assets, net | 207,698 | 225,094 | ||||||||||||
| Goodwill | 340,582 | 340,600 | ||||||||||||
| Other assets | 130,548 | 72,502 | ||||||||||||
| Total assets | $ | 1,248,175 | $ | 1,129,247 | ||||||||||
| Liabilities and stockholders' equity | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Current portion of long-term debt | $ | — | $ | 100,307 | ||||||||||
| Accounts payable | 72,180 | 81,075 | ||||||||||||
| Accrued expenses and other current liabilities | 104,876 | 117,733 | ||||||||||||
| Total current liabilities | 177,056 | 299,115 | ||||||||||||
| Long-term debt | 256,676 | 161,819 | ||||||||||||
| Deferred tax liabilities | 3,812 | 3,666 | ||||||||||||
| Long-term operating lease obligations | 48,721 | 21,459 | ||||||||||||
| Other long-term liabilities | 1,055 | 616 | ||||||||||||
| Total liabilities | 487,320 | 486,675 | ||||||||||||
| Stockholders' equity: | ||||||||||||||
Common stock, par value of $0.01 per share; 250,000,000 shares authorized as of March 31, 2025 and March 31, 2024; 55,730,037 and 55,583,660 shares issued and outstanding as of March 31, 2025 and March 31, 2024, respectively | 556 | 555 | ||||||||||||
| Additional paid-in capital | 942,025 | 936,403 | ||||||||||||
| Accumulated other comprehensive income (loss) | 521 | (50) | ||||||||||||
| Accumulated deficit | (182,247) | (294,336) | ||||||||||||
| Total stockholders' equity | 760,855 | 642,572 | ||||||||||||
| Total liabilities and stockholders' equity | $ | 1,248,175 | $ | 1,129,247 | ||||||||||
e.l.f. Beauty, Inc. and subsidiaries
Condensed consolidated statements of cash flows
(unaudited)
(in thousands)
| Twelve months ended March 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||
| Net income | $ | 112,089 | $ | 127,663 | ||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | 44,115 | 30,167 | ||||||||||||
| Non-cash lease expense | 9,740 | 5,746 | ||||||||||||
| Stock-based compensation expense | 71,786 | 40,625 | ||||||||||||
| Amortization of debt issuance costs and discount on debt | 545 | 430 | ||||||||||||
| Deferred income taxes | 446 | (3,276) | ||||||||||||
| Impairment of equity investment | — | 2,875 | ||||||||||||
| Acquisition-related seller expenses | — | (10,549) | ||||||||||||
| Loss on extinguishment of debt | 13 | — | ||||||||||||
| Other, net | 136 | 1,227 | ||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||
| Accounts receivable | (2,742) | (49,598) | ||||||||||||
| Inventory | 4,874 | (93,930) | ||||||||||||
| Prepaid expenses and other assets | (75,854) | (55,182) | ||||||||||||
| Accounts payable and accrued expenses | (23,397) | 81,215 | ||||||||||||
| Other liabilities | (7,911) | (6,259) | ||||||||||||
| Net cash provided by operating activities | 133,840 | 71,154 | ||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Acquisition, net of cash acquired | — | (274,973) | ||||||||||||
| Purchase of property and equipment | (18,520) | (8,659) | ||||||||||||
| Investment contributions | (577) | (1,028) | ||||||||||||
| Net cash used in investing activities | (19,097) | (284,660) | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Proceeds from revolving line of credit | — | 89,500 | ||||||||||||
| Repayment of revolving line of credit | (89,500) | — | ||||||||||||
| Proceeds from long-term debt | 256,676 | 115,000 | ||||||||||||
| Repayment of long-term debt | (173,376) | (7,875) | ||||||||||||
| Debt issuance costs paid | (2,083) | (665) | ||||||||||||
| Repurchase of common stock | (67,062) | — | ||||||||||||
| Cash received from issuance of stock options | 953 | 5,561 | ||||||||||||
| Other, net | (57) | (576) | ||||||||||||
| Net cash (used in) provided by financing activities | (74,449) | 200,945 | ||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | 215 | (34) | ||||||||||||
| Net increase (decrease) in cash and cash equivalents | 40,509 | (12,595) | ||||||||||||
| Cash and cash equivalents - beginning of period | 108,183 | 120,778 | ||||||||||||
| Cash and cash equivalents - end of period | $ | 148,692 | $ | 108,183 | ||||||||||
e.l.f. Beauty, Inc. and subsidiaries
Reconciliation of GAAP net income to non-GAAP adjusted EBITDA
(unaudited)
(in thousands)
| Three months ended March 31, | Twelve months ended March 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Net income | $ | 28,253 | $ | 14,527 | $ | 112,089 | $ | 127,663 | ||||||||||||||||||
| Interest expense, net | 2,860 | 4,002 | 13,813 | 7,023 | ||||||||||||||||||||||
| Income tax (benefit) provision | 15,784 | (3,346) | 33,406 | 13,327 | ||||||||||||||||||||||
| Depreciation and amortization | 13,216 | 9,722 | 44,115 | 30,167 | ||||||||||||||||||||||
| EBITDA | $ | 60,113 | $ | 24,905 | $ | 203,423 | $ | 178,180 | ||||||||||||||||||
| Stock-based compensation | 14,835 | 11,166 | 71,786 | 40,625 | ||||||||||||||||||||||
| Impairment of equity investment (a) | — | 1,155 | — | 2,875 | ||||||||||||||||||||||
| Other non-cash and non-recurring items (b) | 6,404 | 3,704 | 21,617 | 13,061 | ||||||||||||||||||||||
| Loss on extinguishment of debt (c) | 13 | — | 13 | — | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 81,365 | $ | 40,930 | $ | 296,839 | $ | 234,741 | ||||||||||||||||||
(a) Represents an impairment of equity investment recorded during the three and twelve months ended March 31, 2024.
(b) Represents other non-cash or non-recurring items, which include amortization of internal-use software costs related to cloud applications, acquisition related costs, and cloud computing ERP implementation costs.
(c) Loss on extinguishment of debt includes the write-off of existing debt issuance costs and certain fees paid related to the amended credit agreement.
e.l.f. Beauty, Inc. and subsidiaries
Reconciliation of GAAP SG&A to non-GAAP adjusted SG&A
(unaudited)
(in thousands)
| Three months ended March 31, | Twelve months ended March 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Selling, general, and administrative expenses | $ | 192,723 | $ | 210,172 | $ | 777,659 | $ | 574,418 | ||||||||||||||||||
| Stock-based compensation | (14,827) | (11,145) | (71,732) | (40,609) | ||||||||||||||||||||||
Other non-recurring items (a) | (4,563) | (2,134) | (15,029) | (7,401) | ||||||||||||||||||||||
| Adjusted selling, general, and administrative expenses | $ | 173,333 | $ | 196,893 | $ | 690,898 | $ | 526,408 | ||||||||||||||||||
(a) Represents other non-recurring cloud computing ERP implementation costs and acquisition related costs.
e.l.f. Beauty, Inc. and subsidiaries
Reconciliation of GAAP net income to non-GAAP adjusted net income
(unaudited)
(in thousands, except share and per share data)
| Three months ended March 31, | Twelve months ended March 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Net income | $ | 28,253 | $ | 14,527 | $ | 112,089 | $ | 127,663 | ||||||||||||||||||
| Stock-based compensation | 14,835 | 11,166 | 71,786 | 40,625 | ||||||||||||||||||||||
Other non-recurring items (a) | 4,563 | 2,444 | 15,029 | 8,041 | ||||||||||||||||||||||
| Impairment of equity investment (b) | — | 1,155 | — | 2,875 | ||||||||||||||||||||||
| Loss on extinguishment of debt (c) | 13 | — | 13 | — | ||||||||||||||||||||||
| Amortization of acquired intangible assets (d) | 4,350 | 4,864 | 17,397 | 15,047 | ||||||||||||||||||||||
| Tax Impact (e) | (6,779) | (3,311) | (18,733) | (10,485) | ||||||||||||||||||||||
| Adjusted net income | $ | 45,235 | $ | 30,845 | $ | 197,581 | $ | 183,766 | ||||||||||||||||||
| Weighted average number of shares outstanding - diluted | 57,980,746 | 58,487,557 | 58,345,174 | 57,788,454 | ||||||||||||||||||||||
| Adjusted diluted earnings per share | $ | 0.78 | $ | 0.53 | $ | 3.39 | $ | 3.18 | ||||||||||||||||||
(a) Represents other non-recurring cloud computing ERP implementation costs and acquisition related costs.
(b) Represents an impairment of equity investment recorded during the three and twelve months ended March 31, 2024.
(c) Loss on extinguishment of debt includes the write-off of existing debt issuance costs and certain fees paid related to the amended credit agreement.
(d) Represents amortization expense of acquired intangible assets consisting of customer relationships and trademarks.
(e) Represents the tax impact of the above adjustments.