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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): February 4, 2026
e.l.f. Beauty, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3787346-4464131
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareELFNew 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 2.02Results of Operations and Financial Condition.
On February 4, 2026, the Company issued a press release announcing its financial results for the three and nine months ended December 31, 2025, 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 9.01Exhibits.

(d)    Exhibits.
Exhibit
No.		Description
99.1
104Cover 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: February 4, 2026By:/s/ Mandy Fields
Mandy Fields
Chief Financial Officer

Exhibit 99.1

elfbeauty_2a.jpg
e.l.f. Beauty Announces Third Quarter Fiscal 2026 Results
– Delivered 38% Net Sales Growth –

– Raises Fiscal 2026 Outlook –
OAKLAND, California; February 4, 2026 — e.l.f. Beauty (NYSE: ELF) today announced results for the three and nine months ended December 31, 2025.
“Our Q3 results, which included 130 basis points of market share gains for our namesake e.l.f. Cosmetics brand and a record-breaking launch of rhode in Sephora in the U.K., are a continuation of the consistent, category-leading growth we’ve delivered over the past 28 quarters,” said Tarang Amin, e.l.f. Beauty’s Chairman and Chief Executive Officer. “Our value proposition, powerhouse innovation and disruptive marketing engine continue to fuel our brands. We remain confident in our ability to grow market share and deliver best-in-class growth in beauty, as reflected by our raised fiscal 2026 outlook.”
Three Months Ended December 31, 2025 Results
For the three months ended December 31, 2025, compared to the three months ended December 31, 2024:
•Net sales increased 38% to $489.5 million, primarily driven by growth in both our retailer and e-commerce channels, in the US and internationally.
•Gross margin decreased approximately 30 basis points to 71%, primarily driven by higher tariff costs, partially offset by benefits from pricing and mix.
•Selling, general and administrative (“SG&A”) expenses increased $61.7 million to $280.0 million. Adjusted SG&A (SG&A excluding the items identified in the reconciliation table below) increased $56.3 million to $249.2 million. The increase in SG&A is primarily related to an increase in marketing, merchandising and distribution costs, compensation and benefits, depreciation and amortization and professional fees.
•Other (expense) income, net decreased from $5.3 million of other expense to $1.3 million of other expense, primarily driven by an increase in foreign currency losses in the period attributable to currency rate fluctuation.
•Net income was $39.4 million on a GAAP basis. Adjusted net income (net income excluding the items identified in the reconciliation table below) was $74.5 million.
•Diluted earnings per share were $0.65 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 $1.24.
•Adjusted EBITDA (EBITDA excluding the items identified in the reconciliation table below) was $123.0 million, or 25% of net sales, up 79% year over year.
Nine Months Ended December 31, 2025 Results
For the nine months ended December 31, 2025, compared to the nine months ended December 31, 2024:
•Net sales increased 21% to $1,187.2 million, primarily driven by growth in both our retailer and e-commerce channels, in the US and internationally.
•Gross margin decreased approximately 124 basis points to 70%, primarily driven by higher tariff costs, partially offset by benefits from pricing and mix.
•Selling, general and administrative (“SG&A”) expenses increased $122.0 million to $706.9 million. Adjusted SG&A (SG&A excluding the items identified in the reconciliation table below) increased $102.2 million to $619.8 million. The increase in SG&A is primarily related to an increase in marketing, merchandising and distribution costs,


compensation and benefits, depreciation and amortization, professional fees.
•Other (expense) income, net changed from $1.3 million of other expense to $1.8 million other income, primarily driven by an increase in foreign currency gains in the period attributable to currency rate fluctuation.
•Net income was $75.7 million on a GAAP basis. Adjusted net income (net income excluding the items identified in the reconciliation table below) was $166.5 million.
•Diluted earnings per share were $1.28 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 $2.81.
•Adjusted EBITDA (EBITDA excluding the items identified in the reconciliation table below) was $276.3 million, or 23% of net sales, up 28% year over year.
Liquidity
As of December 31, 2025, the Company had $196.8 million in cash and cash equivalents, and $816.7 million of long-term debt, as compared to $73.8 million in cash and cash equivalents and $154.1 million of long-term debt outstanding as of December 31, 2024.

Updated Fiscal 2026 Outlook

The Company is providing the following updated outlook for fiscal 2026. The updated outlook for fiscal 2026 reflects an expected 22-23% year-over-year increase in net sales, as compared to an expected 18-20% increase previously.
Fiscal 2025 ActualsPrevious Fiscal 2026 OutlookCurrent Fiscal 2026 Outlook
Net sales$1,314 million$1,550-1,570 million$1,600-1,612 million
Adjusted EBITDA$297 million$302-306 million$323-326 million
Adjusted effective tax rate21%23%23%
Adjusted net income$198 million$165-168 million$180-183 million
Adjusted diluted earnings per share$3.39$2.80-2.85$3.05-3.10
Diluted shares outstanding58 million59 million59 million
Webcast Details
The Company will hold a webcast to discuss the results from its third quarter fiscal 2026 today, February 4, 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 fueled by a belief that anything is e.l.f.ing possible. e.l.f. 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, Keys Soulcare, Well People, Naturium and rhode, are led by purpose, driven by results and elevated by superpowers. 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, loss on extinguishment of debt 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, loss on extinguishment of debt, 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 2026 under “Fiscal 2026 Outlook” above and those statements that we remain confident in our ability to grow market share and deliver best-in-class growth in beauty, as reflected by our raised fiscal 2026 outlook. 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 our business resulting from acquisitions or investments, such as our 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 December 31,Nine months ended December 31,
2025202420252024
Net sales$489,505 $355,320 $1,187,180 $980,872 
Cost of sales142,010 102,015 356,286 282,225 
Gross profit347,495 253,305 830,894 698,647 
Selling, general and administrative expenses279,955 218,220 706,929 584,936 
Operating income 67,540 35,085 123,965 113,711 
Other (expense) income, net(1,325)(5,278)1,834 (1,300)
Interest expense, net(12,351)(3,527)(24,136)(10,953)
Loss on extinguishment of debt— — (674)— 
Income before provision for income taxes53,864 26,280 100,989 101,458 
Income tax provision(14,488)(9,019)(25,306)(17,622)
Net income $39,376 $17,261 $75,683 $83,836 
Net income per share:
Basic$0.66 $0.31 $1.30 $1.49 
Diluted$0.65 $0.30 $1.28 $1.43 
Weighted average shares outstanding:
Basic59,294,883 56,358,694 58,001,083 56,227,037 
Diluted60,190,799 58,353,219 59,159,308 58,463,343 





e.l.f. Beauty, Inc. and subsidiaries
Condensed consolidated balance sheets
(unaudited)
(in thousands, except share and per share data)
 
December 31, 2025March 31, 2025December 31, 2024
Assets
Current assets:
Cash and cash equivalents$196,821 $148,692 $73,845 
Accounts receivable, net190,304 126,010 187,744 
Inventory, net220,622 187,170 214,786 
Prepaid expenses and other current assets93,842 78,688 82,702 
Total current assets701,589 540,560 559,077 
Property and equipment, net44,836 28,787 19,878 
Intangible assets, net564,243 207,698 212,047 
Goodwill852,768 340,582 340,582 
Other assets160,284 130,548 133,250 
Total assets$2,323,720 $1,248,175 $1,264,834 
Liabilities and stockholders' equity
Current liabilities:
Current portion of long-term debt$30,000 $— $100,250 
Accounts payable73,980 72,180 65,293 
Accrued expenses and other current liabilities150,317 104,876 128,364 
Total current liabilities254,297 177,056 293,907 
Long-term debt816,701 256,676 154,061 
Deferred tax liabilities16,737 3,812 493 
Long-term operating lease obligations67,477 48,721 48,116 
Other long-term liabilities6,662 1,055 870 
Total liabilities1,161,874 487,320 497,447 
Stockholders' equity:
Common stock, par value of $0.01 per share; 250,000,000 shares authorized as of December 31, 2025, March 31, 2025 and December 31, 2024; 59,052,239, 55,730,037 and 56,398,608 shares issued and outstanding as of December 31, 2025, March 31, 2025 and December 31, 2024, respectively
589 556 563 
Additional paid-in capital1,266,793 942,025 977,141 
Accumulated other comprehensive income1,028 521 183 
Accumulated deficit(106,564)(182,247)(210,500)
Total stockholders' equity1,161,846 760,855 767,387 
Total liabilities and stockholders' equity$2,323,720 $1,248,175 $1,264,834 







e.l.f. Beauty, Inc. and subsidiaries
Condensed consolidated statements of cash flows
(unaudited)
(in thousands)
Nine months ended December 31,
20252024
Cash flows from operating activities:
Net income $75,683 $83,836 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization53,033 30,899 
     Non-cash lease expense8,253 7,010 
Stock-based compensation expense69,219 56,951 
Amortization of debt issuance costs and discount on debt962 413 
Deferred income taxes15,055 (4,153)
Acquisition-related seller expenses(47,100)— 
Loss on extinguishment of debt674 — 
Other, net2,416 844 
Changes in operating assets and liabilities:
Accounts receivable(32,611)(65,067)
Inventory7,405 (23,652)
Prepaid expenses and other assets(53,537)(77,534)
Accounts payable and accrued expenses9,807 (5,691)
Other liabilities794 (6,116)
Net cash provided by (used in) operating activities110,053 (2,260)
Cash flows from investing activities: 
Acquisition, net of cash acquired(581,682)— 
Purchase of property and equipment(20,564)(7,461)
Other, net(704)(278)
Net cash used in investing activities(602,950)(7,739)
Cash flows from financing activities: 
Proceeds from revolving line of credit50,000 — 
Repayment of revolving line of credit(50,000)— 
Proceeds from long-term debt600,000 — 
Repayment of long-term debt(7,500)(8,062)
Debt issuance costs paid(6,891)— 
Repurchase of common stock(49,987)(17,076)
Cash received from issuance of common stock5,301 917 
Other, net— (57)
Net cash provided by (used in) financing activities540,923 (24,278)
Effect of exchange rate changes on cash and cash equivalents103 (61)
Net increase (decrease) in cash and cash equivalents48,129 (34,338)
Cash and cash equivalents - beginning of period148,692 108,183 
Cash and cash equivalents - end of period$196,821 $73,845 


e.l.f. Beauty, Inc. and subsidiaries
Reconciliation of GAAP net income to non-GAAP adjusted EBITDA
(unaudited)
(in thousands)

Three months ended December 31,Nine months ended December 31,
2025202420252024
Net income $39,376 $17,261 $75,683 $83,836 
Interest expense, net12,351 3,527 24,136 10,953 
Income tax (benefit) provision14,488 9,019 25,306 17,622 
Depreciation and amortization21,513 11,599 53,033 30,899 
EBITDA$87,728 $41,406 $178,158 $143,310 
Stock-based compensation29,874 22,339 69,219 56,951 
Loss on extinguishment of debt (a)— — 674 — 
Other non-cash and non-recurring items (b)5,425 4,966 28,276 15,213 
Adjusted EBITDA$123,027 $68,711 $276,327 $215,474 

(a) Loss on extinguishment of debt includes the write-off of existing debt issuance costs and certain fees paid related to the amended credit agreement.
(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 December 31,Nine months ended December 31,
2025202420252024
Selling, general and administrative expenses$279,955 $218,220 $706,929 $584,936 
Stock-based compensation(29,860)(22,303)(69,208)(56,905)
Other non-recurring items (a)(873)(3,036)(17,961)(10,466)
Adjusted selling, general and administrative expenses$249,222 $192,881 $619,760 $517,565 
 
(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 December 31,Nine months ended December 31,
2025202420252024
Net income $39,376 $17,261 $75,683 $83,836 
Stock-based compensation29,874 22,339 69,219 56,951 
Other non-recurring items (a)1,730 3,036 19,552 10,466 
Loss on extinguishment of debt (b)— — 674 — 
Amortization of acquired intangible assets (c)11,133 4,349 24,354 13,047 
Tax Impact (d)(7,637)(3,952)(22,956)(11,954)
Adjusted net income$74,476 $43,033 $166,526 $152,346 
Weighted average number of shares outstanding – diluted60,190,799 58,353,219 59,159,308 58,463,343 
Adjusted diluted earnings per share$1.24 $0.74 $2.81 $2.61 

(a) Represents other non-recurring ERP implementation costs and acquisition related costs.
(b) Loss on extinguishment of debt includes the write-off of existing debt issuance costs and certain fees paid related to the amended credit agreement.
(c) Represents amortization expense of acquired intangible assets consisting of customer relationships and trademarks.
(d) Represents the tax impact of the above adjustments.