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AI brief of an SEC Form 8-K · e.l.f. Beauty (ELF)

e.l.f. Beauty to acquire rhode for $800 million plus up to $200 million earnout

Mixed Impact 4 of 5 m&a Written later

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.

Key points

  • 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.

The filing

Companye.l.f. Beauty (ELF)
Form8-K, current report
Filed with the SECMay 28, 2025, 4:11 PM ET
Accession number0001600033-25-000013

Items reported: 1.01 Material Definitive Agreement2.01 Acquisition or Disposition Completed3.02 Unregistered Equity Sale7.01 Regulation FD Disclosure

Read the filing on SEC.gov ↗

Written by AI (Anthropic Claude, claude-haiku-5-5) on Nov 8, 2026, 12:57 AM ET, from the text of the filing and its press-release exhibits only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on May 28, 2025.

Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.