elf Beauty SEC Filings

The reporting person, Tiffany F. Daniele, a director of e.l.f. Beauty, Inc. (ELF), was granted 1,203 restricted stock units (RSUs) on 08/21/2025 that vest into one share per RSU. The reported transaction was recorded as an acquisition at no cash price, and after the grant the reporting person beneficially owns 6,837 shares (which includes the 1,203 RSUs).

The Form 4 was filed individually and signed by an attorney-in-fact on behalf of the reporting person. The filing discloses only the RSU grant and does not include any derivative transactions, cash purchases, sales, exercise activity, or additional details about vesting schedule or restrictions.

Maureen C. Watson, a director of e.l.f. Beauty, Inc. (ELF), was granted 1,642 restricted stock units (RSUs) on 08/21/2025. Each RSU converts into one share of common stock upon vesting, and the reported acquisition price is $0, indicating these were awards rather than open-market purchases. After the grant, the reporting person is shown as beneficially owning 3,530 shares in total, which the filer states includes the 1,642 RSUs. The Form 4 was signed by an attorney-in-fact for Maureen Watson on 08/25/2025. The filing identifies the reporting person as a director.

Insider transactions at e.l.f. Beauty, Inc. (ELF): Director Lauren Cooks Levitan exercised 3,440 stock options at an $8.23 exercise price on 08/14/2025, acquiring 3,440 shares, and sold those 3,440 shares at $118.97. On the same date she sold an additional 1,190 shares at $118.84. After these transactions she directly beneficially owned 11,507 shares and held 10,314 shares underlying outstanding options. The filing notes 821 restricted stock units are included in the ownership totals. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person.

e.l.f. Beauty is registering the resale of up to 2,582,371 shares of its common stock held by selling stockholders. These shares were issued as partial consideration in connection with the company’s acquisition of HRBeauty LLC (doing business as rhode) under a Merger Agreement and are being registered to satisfy registration rights granted to the selling stockholders. The company itself is not selling any shares under this prospectus and will receive no proceeds from resales.

The prospectus discloses that the registered block represents 2,582,371 shares out of 59,317,274 shares outstanding (approximately 4.4% of outstanding common stock) and notes a last reported NYSE sale price of $99.92 per share. Sales may occur from time to time through underwriters, brokers, trading plans, block trades, at-the-market offerings or direct transactions, with terms to be described in any prospectus supplement. The company will bear registration expenses (estimated total $190,000), while selling stockholders will pay underwriting discounts and sales-related costs. Investors are directed to the risk factors and documents incorporated by reference for additional detail.

Transaction and Credit Amendment (Aug 5, 2025)

e.l.f. Beauty, Inc. entered into a Fifth Amendment to its Amended and Restated Credit Agreement that: (i) establishes a new $600 million Term Facility, (ii) makes technical amendments to add the Term Facility, (iii) increases the maximum permitted consolidated total net leverage ratio covenant, and (iv) increases interest margins and unused-commitment fees on the existing Revolving Credit Facility. Term Facility pricing is at borrower election of SOFR + 1.50%–2.25% (SOFR floored at 0.00%) or an alternate base rate + 0.50%–1.25% (alternate base floored at 1.00%). Unused commitment fees on the revolver rose to 0.15% and 0.20% from 0.10% and 0.15% at the two lower pricing tiers. Amortization is 1.25% quarterly for the first three years, then 1.875% quarterly for two years, with final maturity on March 3, 2030. Proceeds are available to e.l.f. Cosmetics and certain subsidiaries for merger consideration, payoff of rhode's credit facility, fees/expenses and working capital.

Acquisition of rhode (Completed Aug 5, 2025)

e.l.f. and e.l.f. Cosmetics completed the acquisition of HRBeauty, LLC (rhode) pursuant to the May 28, 2025 Merger Agreement. Aggregate Closing Consideration was $800 million subject to adjustments, comprised of $600 million cash (approximate) and ~$200 million in common stock issued at $77.1685 per share based on the specified VWAP calculation. Contingent consideration (Earn-Out) of up to $200 million is payable based on three-year revenue performance: up to $100 million for achievement of projections and up to an additional $100 million for overachievement. Buyer funded a portion of the Closing Consideration with borrowings under the Amended Credit Agreement. The Company relied on Section 4(a)(2)/Rule 506 exemptions for the stock issuance and agreed to file a shelf registration covering resale of the shares. The Form 8-K attaches a press release for Q2 2025 results as Exhibit 99.1 and notes required financial statements and pro forma information for rhode will be filed within 71 days.