Every material Form 8-K e.l.f. Beauty has filed with the SEC since May 31, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
e.l.f. Beauty reported results for the three and six months ended September 30, 2026, with quarterly net sales up 51% to $520.8 million and GAAP diluted earnings per share of $0.50, compared with $0.05 a year earlier. The company raised its fiscal 2027 outlook, with net sales now expected to grow 22-24%, up from 18-20%, which gives shareholders a higher expected sales and profit range than before.
Q2 net sales rose 51% to $520.8 million; GAAP diluted EPS was $0.50 versus $0.05, and adjusted diluted EPS was $1.21 versus $0.68.
Fiscal 2027 net sales outlook raised to $2,003-2,029 million from $1,938-1,968 million; adjusted diluted EPS outlook raised to $3.82-3.86 from $3.50-3.55.
Q2 included a $17.7 million fair value charge tied to rhode contingent consideration, driven by rhode's revenue outperformance against earnout thresholds.
As of September 30, 2026, cash and equivalents were $350.8 million and total debt was $826.7 million.
e.l.f. Beauty reported results for the three months ended June 30, 2026, with net sales up 36% to $479.4 million and GAAP net income of $66.6 million, compared with $33.3 million a year earlier. The company raised its fiscal 2027 net sales growth outlook to 18-20% from 12-14%, and its adjusted diluted EPS outlook to $3.50-3.55 from $3.27-3.32.
Net sales rose 36% to $479.4 million, up from $353.7 million in the same quarter of 2025.
GAAP diluted EPS was $1.12, versus $0.58 a year earlier; adjusted diluted EPS was $1.75 versus $0.89.
Gross margin rose to 83%, including approximately 1,050 basis points from IEEPA tariff refunds.
Fiscal 2027 outlook: net sales growth raised to 18-20% from 12-14%; adjusted diluted EPS raised to $3.50-3.55 from $3.27-3.32.
e.l.f. Beauty reported fourth-quarter fiscal 2026 net sales up 35% to $449.3 million and full-year net sales up 25% to $1,636.5 million. A $57.6 million non-cash charge tied to the rhode earnout turned the quarter to a GAAP net loss of $49.4 million, and adjusted diluted EPS fell to $0.32 from $0.78 a year earlier. The company also issued fiscal 2027 guidance calling for net sales of $1,835 million to $1,865 million and adjusted diluted EPS of $3.27 to $3.32.
Q4 net sales rose 35% to $449.3 million; adjusted EBITDA fell 28% to $58.8 million
Q4 GAAP diluted loss was $0.82 per share; adjusted diluted EPS was $0.32 versus $0.78 a year earlier
Full-year GAAP net income was $26.3 million, or $0.44 per diluted share; adjusted diluted EPS was $3.13 versus $3.39
Fiscal 2027 outlook: net sales $1,835 million to $1,865 million and adjusted diluted EPS $3.27 to $3.32
e.l.f. Beauty's board appointed Matthew Farrell as a Class I director effective February 12, 2026. He will stand for election at the 2026 annual meeting, and the filing says he will receive the same director compensation as the company's other non-employee directors.
Matthew Farrell appointed to the Board as a Class I director, effective February 12, 2026
Farrell was CEO of Church & Dwight from January 2016 until April 2025 and Chairman until September 2025
Company expects Farrell to enter its standard indemnification agreement; filing reports no related party transactions
e.l.f. Beauty reported third-quarter fiscal 2026 net sales up 38% to $489.5 million, with GAAP net income of $39.4 million, compared with $17.3 million a year earlier. The company raised its fiscal 2026 net sales and adjusted EPS outlook, though gross margin declined on higher tariff costs and long-term debt rose to $816.7 million from $154.1 million a year earlier.
Q3 GAAP diluted EPS was $0.65, up from $0.30; adjusted diluted EPS was $1.24, up from $0.74.
Fiscal 2026 net sales outlook raised to $1,600-1,612 million from $1,550-1,570 million.
Fiscal 2026 adjusted diluted EPS outlook raised to $3.05-3.10 from $2.80-2.85.
Gross margin decreased about 30 basis points to 71% in the quarter, primarily due to higher tariff costs.
e.l.f. Beauty reported second-quarter fiscal 2026 results for the three months ended September 30, 2025, with net sales up 14% to $343.9 million but GAAP net income down to $3.0 million from $19.0 million a year earlier. The company also issued fiscal 2026 guidance calling for net sales of $1,550 million to $1,570 million and adjusted diluted EPS of $2.80 to $2.85, compared with fiscal 2025 adjusted EPS of $3.39.
Q2 net sales rose 14% to $343.9 million; gross margin fell about 165 basis points to 69%, mainly due to higher tariff costs
GAAP diluted EPS was $0.05 versus $0.33 a year earlier; adjusted diluted EPS was $0.68 versus $0.77
Adjusted EBITDA was $66.2 million, down 4% year over year
Fiscal 2026 outlook: adjusted net income of $165 million to $168 million, versus $198 million in fiscal 2025
On August 5, 2025, e.l.f. Beauty completed its acquisition of rhode for $800 million, including $600 million in cash funded by a new $600 million term loan and about $200 million in company stock. For the quarter ended June 30, 2025, net sales rose 9%, but GAAP net income fell to $33.3 million from $47.6 million and gross margin declined to 69% amid tariff costs, so shareholders face a larger debt load and a mixed quarterly picture.
rhode acquisition closed August 5, 2025: $800 million aggregate consideration, with up to $200 million more in earn-out payments tied to rhode revenue over three years
Q1 fiscal 2026 net sales rose 9% to $353.7 million; GAAP net income was $33.3 million versus $47.6 million, and GAAP diluted EPS was $0.58 versus $0.81
Gross margin decreased about 215 basis points to 69%, primarily due to tariffs; the company is not giving a full-year fiscal 2026 outlook
New $600 million term loan matures March 3, 2030; the revolving credit facility unused-commitment fees and interest margins were increased
On May 28, 2025, e.l.f. Beauty agreed to buy rhode, the skin care and makeup brand founded by Hailey Bieber, for $800 million at closing plus up to $200 million in earnout payments. The cash portion is backed by $600 million of committed debt financing, and the stock portion adds new e.l.f. shares, so the deal changes the company's debt and share count if it closes. The same day, the company reported fiscal 2025 results: fourth-quarter net sales rose 4%, but full-year GAAP diluted earnings per share fell to $1.92 from $2.21, and the company gave no fiscal 2026 outlook.
Closing consideration is $800 million: $600 million in cash and about $200 million in Company stock, valued at $77.1685 per share, subject to adjustments.
Earnout of up to $200 million in cash over three years: up to $100 million tied to revenue projections and up to $100 million more on overachievement.
The transaction is expected to close in the quarter ending September 30, 2025; the agreement can be terminated if the merger is not consummated by September 25, 2025, and Buyer owes a $65 million reverse termination fee in certain circumsta
Fourth quarter net sales rose 4% to $332.6 million and GAAP diluted EPS was $0.49, versus $0.25; full-year net sales rose 28% to $1,313.5 million while full-year GAAP net income fell to $112.1 million from $127.7 million.
e.l.f. Beauty said director Beth Pritchard resigned from its Board and all committees effective March 31, 2025, after seven years of service, and that the resignation was not due to any disagreement with the company. The Board appointed Charles "Chip" Victor Bergh as a Class III director effective April 1, 2025, with his initial term running to the 2025 annual meeting of stockholders.
Beth Pritchard resigned from the Board and all committees effective March 31, 2025; she had served as a director since 2017.
Charles "Chip" Victor Bergh was appointed a Class III director effective April 1, 2025.
Bergh previously served as President and CEO of Levi Strauss & Co. from September 2011 to January 2024 and is chair of the board of HP, Inc.
Bergh will receive compensation consistent with the company's other non-employee directors and is expected to sign the standard indemnification agreement.
e.l.f. Beauty amended its credit agreement with Bank of Montreal as administrative agent, establishing a $500 million revolving credit facility, refinancing existing debt and lowering the interest rate margin on loans. The company also reported repurchasing about $50.0 million of stock between February 27 and February 28, 2025, leaving about $450.0 million available under its 2024 repurchase program.
New $500 million revolving credit facility, with up to $35 million available for letters of credit
Interest margin ranges from 1.125% to 1.875% for SOFR loans, based on consolidated total net leverage ratio
Minimum interest coverage ratio of 3.50 to 1.00 replaces the fixed charge coverage ratio covenant; facility matures March 3, 2030
About $50.0 million of shares repurchased February 27-28, 2025; about $450.0 million remains under the $500 million program
For the quarter ended December 31, 2024, e.l.f. Beauty reported net sales up 31% to $355.3 million, but GAAP diluted earnings per share fell to $0.30 from $0.46 a year earlier. The company lowered its fiscal 2025 outlook, with net sales now expected at $1,300-1,310 million versus the prior $1,315-1,335 million, and it cited softer than expected trends in January.
Q3 net sales rose 31% to $355.3 million; GAAP net income was $17.3 million versus $26.9 million a year earlier.
Q3 GAAP diluted EPS was $0.30 versus $0.46; adjusted diluted EPS was $0.74, flat with the prior year.
Fiscal 2025 net sales outlook cut to $1,300-1,310 million from $1,315-1,335 million; adjusted EBITDA outlook cut to $289-293 million from $304-308 million.
CFO Mandy Fields said the company is taking a prudent approach to the final fiscal quarter given softer January trends.
For the three months ended September 30, 2024, e.l.f. Beauty reported net sales up 40% to $301.1 million, but GAAP net income fell to $19.0 million from $33.3 million and GAAP diluted earnings per share fell to $0.33 from $0.58. The company raised its fiscal 2025 net sales and adjusted earnings outlook, which gives shareholders higher expected sales and adjusted profit, while quarterly GAAP profit declined.
Net sales rose 40% to $301.1 million from $215.5 million a year earlier.
GAAP net income was $19.0 million versus $33.3 million; adjusted diluted EPS was $0.77 versus $0.82.
Fiscal 2025 net sales outlook raised to $1,315-1,335 million from $1,280-1,300 million.
Fiscal 2025 adjusted diluted EPS outlook raised to $3.47-3.53 from $3.36-3.41.
e.l.f. Beauty's board authorized a new share repurchase program of up to $500 million of common stock, replacing a $25 million program from 2019 that has been exhausted. The company also amended its credit agreement to increase capacity for restricted payments, such as share repurchases, subject to a pro forma net leverage ratio test. Shareholders also elected three Class II directors and approved officer exculpation and executive compensation at the August 22, 2024 annual meeting.
New share repurchase program authorizes up to $500 million of common stock, with no expiration date and no required minimum purchases.
Prior $25 million program, announced in May 2019, is exhausted after about $17 million in repurchases over the past two weeks.
Third Amendment to the credit agreement, dated August 26, 2024, raises restricted payment capacity subject to a pro forma net leverage ratio test.
At the August 22, 2024 annual meeting, shareholders approved officer exculpation (37,234,458 for) and advisory executive compensation (40,676,556 for).
e.l.f. Beauty reported results for the three months ended June 30, 2024, with net sales up 50% to $324.5 million, but GAAP net income fell to $47.6 million from $53.0 million and GAAP diluted earnings per share fell to $0.81 from $0.93. The company raised its fiscal 2025 net sales and adjusted EPS outlook, which may matter to shareholders because the higher sales forecast is offset by lower GAAP profit in the quarter.
Net sales rose 50% to $324.5 million; adjusted diluted EPS was $1.10, unchanged from the prior-year quarter.
GAAP diluted EPS was $0.81 versus $0.93; SG&A rose to $180.6 million, or 56% of net sales.
Fiscal 2025 net sales outlook raised to $1.280-1.300 billion from $1.230-1.250 billion; adjusted diluted EPS outlook raised to $3.36-3.41 from $3.20-3.25.
Cash and cash equivalents were $109.0 million at June 30, 2024; long-term debt and finance lease obligations were $159.2 million.
e.l.f. Beauty said director Richard Wolford will not stand for re-election and will resign from the board effective at the August 22, 2024 annual meeting, ending a decade of service that began in 2014. The board appointed Maria Ferreras, currently Global Head of Partnerships at Netflix, as a Class II director effective the same date, and the filing says Wolford's departure is not due to any disagreement with the company. The change is administrative in nature and does not alter reported financial results.
Richard Wolford, a director since 2014 and chair of the Audit Committee, will resign effective at the 2024 Annual Meeting on August 22, 2024
Maria Ferreras appointed to the board on June 18, 2024 as a Class II director, effective August 22, 2024
Ferreras has served as Global Head of Partnerships at Netflix since June 2021
The filing states Wolford's decision is not due to any disagreement with the company
e.l.f. Beauty's compensation committee adopted an Equity Award Retirement Policy on May 28, 2024, effective June 1, 2024, governing how certain restricted and performance stock units are treated when eligible employees retire. The policy is an administrative change to equity compensation terms that affects future grants rather than current financial results.
Policy adopted by the compensation committee on May 28, 2024, effective June 1, 2024
Applies to RSUs and PSUs granted on or after June 1, 2024 to Retirement Eligible Employees
Retirement Eligible Employees generally must be at least age 55, with five years of service and a combined age and service total of at least 65
Retirement generally requires written notice at least 3 months in advance and a general release of claims
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