--- schema_version: "secwatch.filing_event.v1" accession: "0001600033-25-000037" form_type: "8-K" ticker: "ELF" cik: "0001600033" company_name: "e.l.f. Beauty, Inc." filed_at: "2025-08-06T23:59:59+00:00" generated_at: "2026-05-17T19:36:45.225909+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # e.l.f. Beauty closes rhode acquisition for $800M; Q1 net sales up 9% to $353.7M, adj. EPS $0.89 ## Summary - Acquired rhode for $800M ($600M cash via term loan, $200M stock); potential earnout up to $200M. - Q1 FY2026 net sales $353.7M (+9% YoY); gross margin 69% (-215bps due to tariffs). - GAAP net income $33.3M ($0.58 EPS); adjusted net income $51.3M ($0.89 adj. EPS). - Fiscal 2026 H1 outlook: net sales growth >9%; adj. EBITDA margin ~20% vs ~23% last year. - 26th consecutive quarter of net sales growth; market share gains of 210 bps. ## SEC filing metadata - accession: 0001600033-25-000037 - form_type: 8-K - ticker: ELF - cik: 0001600033 - company_name: e.l.f. Beauty, Inc. - filed_at: 2025-08-06T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 2.02, 2.03, 3.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1600033/000160003325000037/0001600033-25-000037-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1600033/000160003325000037/elf-20250806.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001600033-25-000037 - JSON: https://secwatch.observer/filing/0001600033-25-000037.json - Plain text: https://secwatch.observer/filing/0001600033-25-000037.txt ## Key facts - Debt Financings e.l.f. Beauty, Inc. amended revolving credit of Revolving Credit Facility; no change in principal amount with Bank of Montreal, as administrative agent, and the lenders party thereto at Increased interest rate margin; specific new margins not separately disclosed bu maturing No change; same as existing. - Instrument: revolving credit - Principal: Revolving Credit Facility; no change in principal amount - Counterparty: Bank of Montreal, as administrative agent, and the lenders party thereto - Rate: Increased interest rate margin; specific new margins not separately disclosed bu - Maturity: No change; same as existing - Event: amendment source text: On August 5, 2025, e.l.f. Beauty, Inc., a Delaware corporation (the “ Company ”), entered into that certain Fifth Amendment to Amended and Restated Credit Agreement (the “ Amendment ”) among the Company, e.l.f. Cosmetics, Inc., a Delaware corporation (“ e.l.f. Cosmetics ”), certain of the Company’s other subsidiaries party thereto, Bank of Montreal, as administrative agent (in such capacity, the “ Agent ”), and the lenders party thereto, to the Amended and Restated Credit Agreement, dated as of April 30, 2021, among the Company, e.l.f. Cosmetics, certain of the Company’s other subsidiaries party thereto, the lenders party thereto and the Agent (as amended prior to the Amendment, the “ Existing Credit Agreement ,” and as further amended by the Amendment, the “ Amended Credit Agreement ”). The Amendment, among other things, established a term loan facility in an aggregate principal amount of $600 million (the “ Term Facility ”), made technical changes to the Existing Credit Agreement in evidence_url: https://www.sec.gov/Archives/edgar/data/1600033/000160003325000037/0001600033-25-000037-index.htm - Debt Financings e.l.f. Beauty, Inc. incurred term loan of aggregate principal amount of $600 million with Bank of Montreal, as administrative agent, and the lenders party thereto at SOFR or an alternate base rate plus an interest rate margin ranging from 1.50% t maturing March 3, 2030, with quarterly amortization payments of 1.25% of original principal for first three years and 1.875% for the next two years, commencing December. - Instrument: term loan - Principal: aggregate principal amount of $600 million - Counterparty: Bank of Montreal, as administrative agent, and the lenders party thereto - Rate: SOFR or an alternate base rate plus an interest rate margin ranging from 1.50% t - Maturity: March 3, 2030, with quarterly amortization payments of 1.25% of original principal for first three years and 1.875% for the next two years, commencing December - Event: incurrence source text: On August 5, 2025, e.l.f. Beauty, Inc., a Delaware corporation (the “ Company ”), entered into that certain Fifth Amendment to Amended and Restated Credit Agreement (the “ Amendment ”) among the Company, e.l.f. Cosmetics, Inc., a Delaware corporation (“ e.l.f. Cosmetics ”), certain of the Company’s other subsidiaries party thereto, Bank of Montreal, as administrative agent (in such capacity, the “ Agent ”), and the lenders party thereto, to the Amended and Restated Credit Agreement, dated as of April 30, 2021, among the Company, e.l.f. Cosmetics, certain of the Company’s other subsidiaries party thereto, the lenders party thereto and the Agent (as amended prior to the Amendment, the “ Existing Credit Agreement ,” and as further amended by the Amendment, the “ Amended Credit Agreement ”). The Amendment, among other things, established a term loan facility in an aggregate principal amount of $600 million (the “ Term Facility ”), made technical changes to the Existing Credit Agreement in evidence_url: https://www.sec.gov/Archives/edgar/data/1600033/000160003325000037/0001600033-25-000037-index.htm - M&A Transactions e.l.f. Beauty, Inc. completed an acquisition involving rhode for $800 million (closed 2025-08-05). - Action: acquisition - Counterparty: rhode - Consideration: $800 million - Closing: 2025-08-05 source text: Agreement (the “ Closing ”), all outstanding limited liability company interests of rhode were cancelled and converted into the right to receive (i) aggregate consideration of $800 million, subject to certain adjustments set forth in the Merger Agreement (the “ Closing Consideration ”), and (ii) contingent consideration (if any) in cash (the “ Earn-Out ”) of (A) up evidence_url: https://www.sec.gov/Archives/edgar/data/1600033/000160003325000037/0001600033-25-000037-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.