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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): November 5, 2025
e.l.f. Beauty, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-37873 46-4464131
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification Number)

601 12th Street, 14th Floor
Oakland, CA 94607
(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:
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
Common Stock, par value $0.01 per share ELF New York Stock Exchange
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 2.02 Results of Operations and Financial Condition.
On November 5, 2025, the Company issued a press release announcing its financial results for the three and six months ended September 30, 2025, a copy of which is attached hereto as Exhibit 99.1.
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 9.01 Exhibits.

(d)    Exhibits.
Exhibit
No.
Description
99.1
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: November 5, 2025 By: /s/ Mandy Fields
Mandy Fields
Chief Financial Officer




EX-99.1 2 q22026er-991.htm EX-99.1 Document

Exhibit 99.1

elfbeauty_2a.jpg
e.l.f. Beauty Announces Second Quarter Fiscal 2026 Results
– Delivered 27th Consecutive Quarter of Net Sales Growth –

– Issues Fiscal 2026 Outlook –
OAKLAND, California; November 5, 2025 — e.l.f. Beauty (NYSE: ELF) today announced results for the three and six months ended September 30, 2025.
“Our Q2 results, which included 140 basis points of market share gains for our namesake e.l.f. brand and a record-breaking launch of rhode in Sephora North America, are a continuation of the consistent, category-leading growth we’ve delivered over the past 27 quarters,” said Tarang Amin, e.l.f. Beauty’s Chairman and Chief Executive Officer. “We remain confident in our strategy to grow market share and capitalize on the significant whitespace ahead of us.”
Three Months Ended September 30, 2025 Results
For the three months ended September 30, 2025, compared to the three months ended September 30, 2024:
•Net sales increased 14% to $343.9 million, primarily driven by growth in both our retailer and e-commerce channels, in the US and internationally.
•Gross margin decreased approximately 165 basis points to 69%, primarily driven by higher tariff costs, partially offset by benefits from pricing and mix.
•Selling, general and administrative (“SG&A”) expenses increased $45.0 million to $231.1 million, or 67% of net sales. Adjusted SG&A (SG&A excluding the items identified in the reconciliation table below) increased $33.0 million to $193.2 million, or 56% of net sales. The increase in SG&A is primarily related to an increase in marketing, merchandising and distribution costs, compensation and benefits, depreciation and amortization and professional fees.
•Other income (expense), net decreased from $3.8 million of other income to $1.9 million of other expense, primarily driven by an increase in foreign currency losses in the period attributable to currency rate fluctuation.
•Net income was $3.0 million on a GAAP basis. Adjusted net income (net income excluding the items identified in the reconciliation table below) was $40.7 million.
•Diluted earnings per share were $0.05 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 $0.68.
•Adjusted EBITDA (EBITDA excluding the items identified in the reconciliation table below) was $66.2 million, or 19% of net sales, down 4% year over year.
Six Months Ended September 30, 2025 Results
For the six months ended September 30, 2025, compared to the six months ended September 30, 2024:
•Net sales increased 12% to $697.7 million, primarily driven by growth in both our retailer and e-commerce channels, in the US and internationally.
•Gross margin decreased approximately 190 basis points to 69%, primarily driven by higher tariff costs, partially offset by benefits from pricing and mix.
•Selling, general and administrative (“SG&A”) expenses increased $60.3 million to $427.0 million, or 61% of net sales. Adjusted SG&A (SG&A excluding the items identified in the reconciliation table below) increased $45.9 million to $370.5 million, or 53% of net sales. The increase in SG&A is primarily related to an increase in marketing, merchandising and distribution costs, depreciation and amortization, professional fees and compensation and benefits.



•Other income (expense), net decreased from $4.0 million to $3.2 million, primarily driven by an increase in foreign currency losses in the period attributable to currency rate fluctuation.
•Net income was $36.3 million on a GAAP basis. Adjusted net income (net income excluding the items identified in the reconciliation table below) was $92.1 million.
•Diluted earnings per share were $0.62 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 $1.57.
•Adjusted EBITDA (EBITDA excluding the items identified in the reconciliation table below) was $153.3 million, or 22% of net sales, up 4% year over year.
Liquidity
As of September 30, 2025, the Company had $194.4 million in cash and cash equivalents, and $831.6 million of long-term debt, as compared to $96.8 million in cash and cash equivalents and $156.6 million of long-term debt outstanding as of September 30, 2024.

Fiscal 2026 Outlook

The Company is providing the following outlook for Fiscal 2026. When compared to Fiscal 2025, the outlook for Fiscal 2026 reflects an expected 18-20% increase in net sales.
Fiscal 2025 Actuals Fiscal 2026 Outlook
Net sales $1,314 million $1,550-1,570 million
Adjusted EBITDA $297 million $302-306 million
Adjusted effective tax rate 21% 23%
Adjusted net income $198 million $165-168 million
Adjusted diluted earnings per share $3.39 $2.80-2.85
Fiscal year ending diluted shares outstanding 58 million 59 million
Webcast Details
The Company will hold a webcast to discuss the results from its second quarter fiscal 2026 today, November 5, 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, Naturium and rhode, 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, loss on extinguishment of debt 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, 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, loss on extinguishment of debt, other non-recurring items, 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 relating to the Company’s outlook for Fiscal 2026 under “Fiscal 2026 Outlook” above and those statements that we remain confident in our strategy to grow market share and capitalize on the significant whitespace ahead of us. 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 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
kkatten@elfbeauty.com
VP, Corporate Communications
scritchell@elfbeauty.com



e.l.f. Beauty, Inc. and subsidiaries
Condensed consolidated statements of operations
(unaudited)
(in thousands, except share and per share data)
 
Three months ended September 30, Six months ended September 30,
2025 2024 2025 2024
Net sales $ 343,936  $ 301,075  $ 697,675  $ 625,552 
Cost of sales 105,078  87,016  214,276  180,210 
Gross profit 238,858  214,059  483,399  445,342 
Selling, general and administrative expenses 231,142  186,141  426,974  366,716 
Operating income 7,716  27,918  56,425  78,626 
Other (expense) income, net (1,878) 3,791  3,159  3,978 
Interest expense, net (9,153) (3,761) (11,785) (7,426)
Loss on extinguishment of debt (674) —  (674) — 
(Loss) Income before provision for income taxes (3,989) 27,948  47,125  75,178 
Income tax benefit (provision) 6,985  (8,928) (10,818) (8,603)
Net income $ 2,996  $ 19,020  $ 36,307  $ 66,575 
Net income per share:
Basic $ 0.05  $ 0.34  $ 0.63  $ 1.19 
Diluted $ 0.05  $ 0.33  $ 0.62  $ 1.14 
Weighted average shares outstanding:
Basic 58,361,701  56,345,648  57,350,647  56,160,796 
Diluted 59,593,910  58,482,530  58,640,028  58,517,993 






e.l.f. Beauty, Inc. and subsidiaries
Condensed consolidated balance sheets
(unaudited)
(in thousands, except share and per share data)
 
September 30, 2025 March 31, 2025 September 30, 2024
Assets
Current assets:
Cash and cash equivalents $ 194,403  $ 148,692  $ 96,768 
Accounts receivable, net 154,688  126,010  146,559 
Inventory, net 247,390  187,170  238,798 
Prepaid expenses and other current assets 110,756  78,688  71,914 
Total current assets 707,237  540,560  554,039 
Property and equipment, net 44,419  28,787  15,563 
Intangible assets, net 575,376  207,698  216,396 
Goodwill 851,830  340,582  340,582 
Other assets 139,920  130,548  110,435 
Total assets $ 2,318,782  $ 1,248,175  $ 1,237,015 
Liabilities and stockholders' equity
Current liabilities:
Current portion of long-term debt $ 22,500  $ —  $ 100,250 
Accounts payable 109,296  72,180  93,617 
Accrued expenses and other current liabilities 130,074  104,876  117,030 
Total current liabilities 261,870  177,056  310,897 
Long-term debt 831,551  256,676  156,648 
Deferred tax liabilities 20,897  3,812  4,833 
Long-term operating lease obligations 55,629  48,721  36,176 
Other long-term liabilities 9,826  1,055  766 
Total liabilities 1,179,773  487,320  509,320 
Stockholders' equity:
Common stock, par value of $0.01 per share; 250,000,000 shares authorized as of September 30, 2025, March 31, 2025 and September 30, 2024; 59,430,231, 55,730,037 and 56,331,038 shares issued and outstanding as of September 30, 2025, March 31, 2025 and September 30, 2024, respectively
593  556  562 
Additional paid-in capital 1,283,385  942,025  954,455 
Accumulated other comprehensive income 971  521  439 
Accumulated deficit (145,940) (182,247) (227,761)
Total stockholders' equity 1,139,009  760,855  727,695 
Total liabilities and stockholders' equity $ 2,318,782  $ 1,248,175  $ 1,237,015 








e.l.f. Beauty, Inc. and subsidiaries
Condensed consolidated statements of cash flows
(unaudited)
(in thousands)
 
Six months ended September 30,
2025 2024
Cash flows from operating activities:
Net income $ 36,307  $ 66,575 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 31,478  19,300 
     Non-cash lease expense 5,541  4,503 
Stock-based compensation expense 39,345  34,612 
Amortization of debt issuance costs and discount on debt 487  276 
Deferred income taxes 18,716  1,324 
Acquisition-related seller expenses (47,100) — 
Loss on extinguishment of debt 674  — 
Other, net 2,390  18 
Changes in operating assets and liabilities:
Accounts receivable 2,958  (21,221)
Inventory (19,211) (45,071)
Prepaid expenses and other assets (48,755) (48,863)
Accounts payable and accrued expenses 24,358  5,188 
Other liabilities 3,460  (4,192)
Net cash provided by operating activities 50,648  12,449 
Cash flows from investing activities:  
Acquisition, net of cash acquired (580,603) — 
Purchase of property and equipment (13,944) (2,409)
Other, net (464) (93)
Net cash used in investing activities (595,011) (2,502)
Cash flows from financing activities:  
Proceeds from revolving line of credit 50,000  — 
Repayment of revolving line of credit (50,000) — 
Proceeds from long-term debt 600,000  — 
Repayment of long-term debt —  (5,375)
Debt issuance costs paid (6,891) — 
Repurchase of common stock —  (17,076)
Cash received from issuance of common stock 1,771  533 
Other, net —  (58)
Net cash provided by (used in) financing activities 594,880  (21,976)
Effect of exchange rate changes on cash and cash equivalents 194  614 
Net increase (decrease) in cash, cash equivalents and restricted cash 50,711  (11,415)
Cash, cash equivalents and restricted cash - beginning of period 148,692  108,183 
Cash, cash equivalents and restricted cash - end of period $ 199,403  $ 96,768 



e.l.f. Beauty, Inc. and subsidiaries
Reconciliation of GAAP net income to non-GAAP adjusted EBITDA
(unaudited)
(in thousands)

Three months ended September 30, Six months ended September 30,
2025 2024 2025 2024
Net income $ 2,996  $ 19,020  $ 36,307  $ 66,575 
Interest expense, net 9,153  3,761  11,785  7,426 
Income tax (benefit) provision (6,985) 8,928  10,818  8,603 
Depreciation and amortization 18,328  10,242  31,520  19,300 
EBITDA $ 23,492  $ 41,951  $ 90,430  $ 101,904 
Stock-based compensation 29,477  21,648  39,345  34,612 
Loss on extinguishment of debt (a) 674  —  674  — 
Other non-cash and non-recurring items (b) 12,594  5,730  22,851  10,247 
Adjusted EBITDA $ 66,237  $ 69,329  $ 153,300  $ 146,763 

(a) Loss on extinguishment of debt includes the write-off of existing debt issuance costs and certain fees paid related to the amended credit agreement.
(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.




e.l.f. Beauty, Inc. and subsidiaries
Reconciliation of GAAP SG&A to non-GAAP adjusted SG&A
(unaudited)
(in thousands)

Three months ended September 30, Six months ended September 30,
2025 2024 2025 2024
Selling, general and administrative expenses $ 231,142  $ 186,141  $ 426,974  $ 366,716 
Stock-based compensation (29,469) (21,644) (39,348) (34,602)
Other non-recurring items (a) (8,445) (4,226) (17,088) (7,430)
Adjusted selling, general and administrative expenses $ 193,228  $ 160,271  $ 370,538  $ 324,684 
 
(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 September 30, Six months ended September 30,
2025 2024 2025 2024
Net income $ 2,996  $ 19,020  $ 36,307  $ 66,575 
Stock-based compensation 29,477  21,648  39,345  34,612 
Other non-recurring items (a) 9,179  4,226  17,822  7,430 
Loss on extinguishment of debt (b) 674  —  674  — 
Amortization of acquired intangible assets (c) 8,872  4,349  13,221  8,698 
Tax Impact (d) (10,473) (4,248) (15,319) (8,002)
Adjusted net income $ 40,725  $ 44,995  $ 92,050  $ 109,313 
Weighted average number of shares outstanding – diluted 59,593,910  58,482,530  58,640,028  58,517,993 
Adjusted diluted earnings per share $ 0.68  $ 0.77  $ 1.57  $ 1.87 

(a) Represents other non-recurring cloud computing ERP implementation costs and acquisition related costs.
(b) Loss on extinguishment of debt includes the write-off of existing debt issuance costs and certain fees paid related to the amended credit agreement.
(c) Represents amortization expense of acquired intangible assets consisting of customer relationships and trademarks.
(d) Represents the tax impact of the above adjustments.