Every material Form 8-K e.l.f. Beauty filed with the SEC in 2025, 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 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.
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Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every e.l.f. Beauty filing is on SEC EDGAR ↗. 8-K briefs of other companies →