[8-K/A] e.l.f. Beauty, Inc. Amends Material Event Report

Rhea-AI Filing Summary

e.l.f. Beauty, Inc. filed Amendment No. 1 to its Form 8-K to provide required financial statements and unaudited pro forma information related to its August 5, 2025 acquisition of HRBeauty LLC (“rhode”).

The filing includes rhode’s audited consolidated financial statements as of and for the year ended December 31, 2024 (Ex. 99.1), unaudited condensed financial statements as of and for the six months ended June 30, 2025 (Ex. 99.2), and unaudited pro forma condensed combined statements: a balance sheet as of June 30, 2025 and statements of operations for the year ended March 31, 2025 and the three months ended June 30, 2025 (Ex. 99.3). The pro forma data are presented for illustrative purposes only. The amendment makes no other changes to the original 8-K.

Insights

SEC reporting analyst

Compliance amendment adds rhode financials and pro formas.

This amendment fulfills Item 9.01 by supplying historical financials for rhode and unaudited pro forma combined information following the August 5, 2025 acquisition. These materials help readers see how the combined results might have looked under standard pro forma rules.

The exhibits include audited 2024 results and unaudited statements for the six months ended June 30, 2025, plus pro forma statements as of June 30, 2025 and for the year ended March 31, 2025. The filing specifies the pro formas are illustrative and not forecasts. Actual impact depends on future reported results in subsequent periods.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5, 2025

e.l.f. Beauty, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-37873

46-4464131

(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 class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.01 per share			ELF			New 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. ☐

Explanatory Note

On August 6, 2025, e.l.f. Beauty, Inc. (the “Company”) filed a Current Report on Form 8-K (the "Original 8-K") to report the August 5, 2025 acquisition of HRBeauty LLC (“rhode”), as described in the Original 8-K.

This amendment to the Original 8-K (this “Amendment No. 1”) is being filed to supplement the Original 8-K for the purpose of satisfying the Company’s obligation to file the financial statements and pro forma financial information relating to the acquisition of rhode pursuant to Item 9.01 of Form 8-K, and this amendment should be read in conjunction with the Original 8-K. Except as set forth herein, no modifications have been made to information contained in the Original 8-K, and the Company has not updated any information contained therein to reflect events that have occurred since the date of the Original 8-K.

The pro forma financial information included as Exhibit 99.3 to this Amendment No. 1 has been presented for illustrative purposes only, as required by Form 8-K, and is not intended to, and does not purport to, represent what the combined company’s actual results or financial condition would have been if the acquisition had occurred on the relevant date, and is not intended to project the future results or financial condition that the combined company may achieve following the acquisition.

Item 9.01 Financial Statements Exhibits.

(a) Financial Statements of Businesses or Funds Acquired

The audited consolidated financial statements of rhode as of and for the year ended December 31, 2024, are attached hereto as Exhibit 99.1 and are incorporated herein by reference.

The unaudited condensed financial statements of rhode as of and for the six months ended June 30, 2025, are attached hereto as Exhibit 99.2 and are incorporated herein by reference.

(b) Pro Forma Financial Information

The unaudited pro forma condensed combined balance sheet of the Company as of June 30, 2025, and the unaudited pro forma condensed combined statements of operations of the Company for the year ended March 31, 2025 and the three months ended June 30, 2025, giving pro forma effect to the acquisition of rhode are attached hereto as Exhibit 99.3 and are incorporated herein by reference.

(d) Exhibits:

Exhibit No.						Description
15.1						Letter of Awareness from Armanino LLP, Independent Accountants for HRBeauty LLC.
23.1						Consent of Armanino LLP, Independent Auditor for HRBeauty LLC.
99.1						Audited consolidated financial statements of HRBeauty LLC as of and for the year ended December 31, 2024.
99.2						Unaudited condensed financial statements of HRBeauty LLC as of and for the six months ended June 30, 2025.
99.3						Unaudited pro forma condensed combined balance sheet as of June 30, 2025 and statement of operations for the three months ended June 30, 2025 and the year ended March 31, 2025.
104						Cover 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: October 17, 2025

By:

/s/ Mandy Fields

Mandy Fields

Chief Financial Officer

FAQ

What did e.l.f. Beauty (ELF) file in this 8-K/A?

An amendment adding rhode’s financial statements and unaudited pro forma combined financial information required under Item 9.01.

Which rhode financial statements are included for ELF?

Audited consolidated financials as of and for the year ended December 31, 2024, and unaudited condensed financials as of and for the six months ended June 30, 2025.

What pro forma periods does ELF’s amendment cover?

An unaudited pro forma condensed combined balance sheet as of June 30, 2025, and statements of operations for the year ended March 31, 2025 and the three months ended June 30, 2025.

Does the 8-K/A change the original 8-K for ELF?

No. Other than adding the required financial statements and pro forma information, no modifications were made to the original 8-K.

Why are the pro forma figures in ELF’s filing described as illustrative?

They are presented for illustrative purposes only and do not represent actual past results or projections for future performance.

When did e.l.f. Beauty acquire rhode?

The acquisition occurred on August 5, 2025, as referenced in the amendment.