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Form 8-K

sec.gov

8-K — e.l.f. Beauty, Inc.

Accession: 0001600033-26-000036

Filed: 2026-08-05

Period: 2026-08-05

CIK: 0001600033

SIC: 2844 (PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — elf-20260805.htm (Primary)

EX-99.1 (q12027er-991.htm)

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8-K

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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): August 5, 2026

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 August 5, 2026, the Company issued a press release announcing its financial results for the three months ended June 30, 2026, 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

Press release dated August 5, 2026

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: August 5, 2026 By: /s/ Mandy Fields

Mandy Fields

Chief Financial Officer

EX-99.1

EX-99.1

Filename: q12027er-991.htm · Sequence: 2

Document

Exhibit 99.1

e.l.f. Beauty Announces First Quarter Fiscal 2027 Results

– Delivered 36% Net Sales Growth –

– Raises Fiscal 2027 Outlook –

OAKLAND, California; August 5, 2026 — e.l.f. Beauty (NYSE: ELF) today announced results for the three months ended June 30, 2026.

“I’m proud of the e.l.f. Beauty team for achieving another quarter of industry-leading results,” said Tarang Amin, e.l.f. Beauty’s Chairman and Chief Executive Officer. “In Q1, we delivered 36% net sales growth, marking our 30th consecutive quarter – over seven continuous years – of net sales growth. This consistent, category-leading growth is a testament to the strength of our team, strategy, and portfolio of brands. With the momentum we’re seeing, we’re raising our fiscal 2027 outlook to 18 to 20 percent net sales growth from 12 to 14 percent previously.”

Three Months Ended June 30, 2026 Results

For the three months ended June 30, 2026, compared to the three months ended June 30, 2025:

•Net sales increased 36% to $479.4 million, driven by strong performance in both our retailer and e-commerce channels, in the US and internationally.

•Gross margin increased approximately 1,400 basis points to 83%, including approximately 1,050 basis points benefit from IEEPA tariff refunds, with the remaining increase primarily driven by benefits from pricing and lower year-over-year tariff rates.

•Selling, general and administrative (“SG&A”) expenses increased $84.5 million to $280.3 million. Adjusted SG&A (SG&A excluding the items identified in the reconciliation table below) increased $83.4 million to $260.7 million. The increase in SG&A is primarily related to increases in marketing, merchandising and distribution costs, compensation and benefits, and depreciation and amortization.

•Change in fair value of contingent consideration related to the acquisition of rhode (the “rhode Acquisition”). The Company recorded a fair value adjustment of $16.1 million for the three months ended June 30, 2026, driven by the outperformance of rhode's revenue results relative to the earnout thresholds set forth in the merger agreement entered into in connection with the rhode Acquisition.

•Other (expense) income, net changed by $5.4 million year over year from $5.0 million in income to $0.3 million of expense, primarily driven by a decrease in foreign currency gains for the period attributable to currency rate fluctuation.

•Net income was $66.6 million on a GAAP basis. Adjusted net income (net income excluding the items identified in the reconciliation table below) was $104.6 million.

•Diluted earnings per share was $1.12 per share 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 $1.75.

•Adjusted EBITDA (EBITDA excluding the items identified in the reconciliation table below) was $168.2 million, or 35% of net sales, up 93% year over year.

Liquidity

As of June 30, 2026, the Company had $344.2 million in cash and cash equivalents, and $834.2 million of total debt, as compared to $170.0 million in cash and cash equivalents and $256.7 million of total debt outstanding as of June 30, 2025.

Updated Fiscal 2027 Outlook

The Company is providing the following updated outlook for fiscal 2027. The updated outlook for fiscal 2027 reflects an expected 18-20% year-over-year increase in net sales, as compared to an expected 12-14% increase previously.

Previous Fiscal 2027 Outlook Updated Fiscal 2027 Outlook

Net sales $1,835-1,865 million $1,938-1,968 million

Adjusted EBITDA $379-385 million $401-407 million

Adjusted effective tax rate 25-26% 25-26%

Adjusted net income $198-201 million $212-215 million

Adjusted diluted earnings per share $3.27-3.32 $3.50-3.55

Weighted average diluted shares outstanding 60.5 million 60.5 million

Webcast Details

The Company will hold a webcast to discuss the results from its first quarter fiscal 2027 today, August 5, 2026, 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 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, e.l.f. Hair, rhode, Naturium and Well People, are led by purpose and driven by results. 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, change in fair value of contingent consideration 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 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 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, change in fair value of contingent consideration, 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 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 2027 under “Updated Fiscal 2027 Outlook” above and those statements that with the momentum we’re seeing, we’re raising our fiscal 2027 outlook to 18 to 20 percent net sales growth from 12 to 14 percent previously. 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; disruptions to the Company’s business resulting from acquisitions or investments, such as the Company’s acquisition of rhode; 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 June 30,

2026 2025

Net sales $ 479,373  $ 353,739

Cost of sales 80,533  109,198

Gross profit 398,840  244,541

Selling, general and administrative expenses 280,319  195,832

Change in fair value of contingent consideration 16,080  —

Operating income 102,441  48,709

Other (expense) income, net (331) 5,037

Interest expense, net (7,808) (2,632)

Income before provision for income taxes 94,302  51,114

Income tax provision (27,703) (17,803)

Net income $ 66,599  $ 33,311

Net income per share:

Basic $ 1.13  $ 0.59

Diluted $ 1.12  $ 0.58

Weighted average shares outstanding:

Basic 59,144,587  56,328,483

Diluted 59,727,575  57,675,035

e.l.f. Beauty, Inc. and subsidiaries

Condensed consolidated balance sheets

(unaudited)

(in thousands, except share and per share data)

June 30, 2026 March 31, 2026 June 30, 2025

Assets

Current assets:

Cash and cash equivalents $ 344,241  $ 289,685  $ 170,029

Accounts receivable, net 174,529  174,644  173,352

Inventory, net 246,814  220,246  170,379

Prepaid expenses and other current assets 94,257  104,792  88,766

Total current assets 859,841  789,367  602,526

Property and equipment, net 39,692  41,496  39,182

Intangible assets, net 541,976  553,110  203,348

Goodwill 853,475  853,475  340,582

Other assets 165,665  156,710  129,258

Total assets $ 2,460,649  $ 2,394,158  $ 1,314,896

Liabilities and stockholders' equity

Current liabilities:

Current portion of long-term debt $ 30,000  $ 30,000  $ —

Current portion of contingent consideration 28,240  26,227  —

Accounts payable 95,918  97,467  74,603

Accrued expenses and other current liabilities 183,498  182,470  110,136

Total current liabilities 337,656  336,164  184,739

Long-term debt 801,996  809,348  256,676

Long-term contingent consideration 52,589  38,522  —

Deferred tax liabilities 6,208  6,197  17,009

Long-term operating lease obligations 89,659  69,928  50,351

Other long-term liabilities 3,651  3,469  1,269

Total liabilities 1,291,759  1,263,628  510,044

Stockholders' equity:

Common stock, par value of $0.01 per share; 250,000,000 shares authorized as of June 30, 2026, March 31, 2026 and June 30, 2025; 58,936,996, 59,089,708 and 56,734,903 shares issued and outstanding as of June 30, 2026, March 31, 2026 and June 30, 2025, respectively

589  590  566

Additional paid-in capital 1,256,706  1,284,987  952,015

Accumulated other comprehensive income 925  882  1,207

Accumulated deficit (89,330) (155,929) (148,936)

Total stockholders' equity 1,168,890  1,130,530  804,852

Total liabilities and stockholders' equity $ 2,460,649  $ 2,394,158  $ 1,314,896

e.l.f. Beauty, Inc. and subsidiaries

Condensed consolidated statements of cash flows

(unaudited)

(in thousands)

Three months ended June 30,

2026 2025

Cash flows from operating activities:

Net income $ 66,599  $ 33,311

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 26,101  13,192

Non-cash lease expense 3,196  2,843

Stock-based compensation expense 19,677  9,868

Amortization of debt issuance costs and discount on debt 473  134

Deferred income taxes 1,782  14,216

Change in fair value of contingent consideration 16,080  —

Other, net 2  911

Changes in operating assets and liabilities:

Accounts receivable 198  (46,170)

Inventory (26,524) 18,684

Prepaid expenses and other assets 8,202  (16,332)

Accounts payable and accrued expenses (2,429) (1,542)

Other liabilities (1,692) (1,882)

Net cash provided by operating activities 111,665  27,233

Cash flows from investing activities:

Purchase of property and equipment (1,431) (7,095)

Other, net (240) (464)

Net cash used in investing activities (1,671) (7,559)

Cash flows from financing activities:

Repayment of long-term debt (7,500) —

Repurchase of common stock (49,982) —

Cash received from issuance of common stock 2,022  121

Net cash (used in) provided by financing activities (55,460) 121

Effect of exchange rate changes on cash and cash equivalents 22  1,542

Net increase in cash and cash equivalents 54,556  21,337

Cash and cash equivalents - beginning of period 289,685  148,692

Cash and cash equivalents - end of period $ 344,241  $ 170,029

e.l.f. Beauty, Inc. and subsidiaries

Reconciliation of GAAP net income to non-GAAP adjusted EBITDA

(unaudited)

(in thousands)

Three months ended June 30,

2026 2025

Net income $ 66,599  $ 33,311

Interest expense, net 7,808  2,632

Income tax provision 27,703  17,803

Depreciation and amortization 26,101  13,192

EBITDA $ 128,211  $ 66,938

Stock-based compensation 19,677  9,868

Change in fair value of contingent consideration (a) 16,080  —

Other non-cash and non-recurring items (b) 4,232  10,257

Adjusted EBITDA $ 168,200  $ 87,063

(a) Represents increase in fair value of contingent consideration related to rhode Acquisition.

(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 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 June 30,

2026 2025

Selling, general and administrative expenses $ 280,319  $ 195,832

Stock-based compensation (19,678) (9,879)

Other non-recurring items (a) 23  (8,643)

Adjusted selling, general and administrative expenses $ 260,664  $ 177,310

(a) Represents other non-recurring 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 June 30,

2026 2025

Net income $ 66,599  $ 33,311

Stock-based compensation 19,677  9,868

Change in fair value of contingent consideration (a) 16,080  —

Other non-recurring items (b) (142) 8,643

Amortization of acquired intangible assets (c) 11,133  4,349

Tax Impact (d) (8,792) (4,846)

Adjusted net income $ 104,555  $ 51,325

Weighted average number of shares outstanding – diluted 59,727,575  57,675,035

Adjusted diluted earnings per share $ 1.75  $ 0.89

(a) Represents increase in fair value of contingent consideration related to rhode Acquisition.

(b) Represents other non-recurring ERP implementation costs and acquisition related costs.

(c) Represents amortization expense of acquired intangible assets consisting of customer relationships and trademarks.

(d) Represents the tax impact of the above adjustments.

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