ELF

elf-202602040001600033FALSE00016000332026-02-042026-02-04

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

99.1Press release dated Februrary 4, 2026

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

elf-202511050001600033FALSE00016000332025-11-052025-11-05

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): November 5, 2025

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 November 5, 2025, the Company issued a press release announcing its financial results for the three and six months ended September 30, 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

99.1Press release dated November 5, 2025

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: November 5, 2025By:/s/ Mandy Fields Mandy Fields Chief Financial Officer

elf-202508060001600033FALSE00016000332025-08-062025-08-06

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): August 5, 2025

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 1.01 Entry into a Material Definitive Agreement.

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 connection with adding a term loan facility, increased the maximum permitted total net leverage ratio financial covenant and increased the interest rate margin for loans under the Company’s existing revolving line of credit (the “Revolving Credit Facility”). The proceeds of the Term Facility are available to e.l.f. Cosmetics and certain other subsidiaries of the Company to pay a portion of the consideration payable upon the consummation of the Merger (as defined below), to pay off the existing credit facility of HRBeauty, LLC, a Delaware limited liability company (“rhode”), to pay fees and expenses in connection with the foregoing and for working capital and other general corporate purposes.

Loans under the Term Facility will bear interest at a rate per annum equal to, at e.l.f. Cosmetics’ election: SOFR or an alternate base rate as set forth in the Amendment, plus an interest rate margin, to be based on consolidated total net leverage ratio levels, ranging from, (i) in the case of SOFR loans, 1.50% to 2.25%; provided that if SOFR is less than 0.00%, such rate shall be deemed to be 0.00%, and (ii) in the case of alternate base rate loans, 0.50% to 1.25%; provided that if the alternate base rate is less than 1.00%, such rate shall be deemed to be 1.00%. The fees on the unused commitments under the Revolving Credit Facility, based on consolidated total net leverage ratio levels, was increased to 0.15% and 0.20% from 0.10% and 0.15%, respectively, for the two lowest pricing levels while the two highest pricing levels remain unchanged at 0.20% and 0.25%, respectively.

The Term Facility will amortize in equal quarterly installments of 1.25% of the original principal amount thereof for the first three years following the closing of the Amendment and 1.875% for the two years thereafter with such amortization payments to commence on December 31, 2025. The remaining balance of the Term Facility will be due at maturity on March 3, 2030.

Except