e.l.f. Beauty Files 8-K: Acquisition, Equity Sales Reported

TL;DR

ELF 8-K dropped: acquisition done, sold some stock. Watch this space.

AI Summary

On May 28, 2025, e.l.f. Beauty, Inc. filed an 8-K report detailing several key events. These include entering into a material definitive agreement, the completion of an acquisition or disposition of assets, and reporting unregistered sales of equity securities. The filing also includes Regulation FD disclosures and financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions for e.l.f. Beauty, including potential growth through acquisitions and changes in its equity structure, which could impact investors.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, acquisitions, and unregistered equity sales, which can introduce complexities and potential risks for investors.

Key Players & Entities

• e.l.f. Beauty, Inc. (company) — Registrant
• J.A. Cosmetics Holdings, Inc. (company) — Former Company Name
• May 28, 2025 (date) — Date of Report
• 001-37873 (other) — SEC File Number
• 46-4464131 (other) — IRS Employer Identification Number

FAQ

From the Filing

0001600033-25-000013.txt : 20250528 0001600033-25-000013.hdr.sgml : 20250528 20250528161148 ACCESSION NUMBER: 0001600033-25-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 16 CONFORMED PERIOD OF REPORT: 20250528 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20250528 DATE AS OF CHANGE: 20250528 FILER: COMPANY DATA: COMPANY CONFORMED NAME: e.l.f. Beauty, Inc. CENTRAL INDEX KEY: 0001600033 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] ORGANIZATION NAME: 08 Industrial Applications and Services EIN: 464464131 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37873 FILM NUMBER: 25995540 BUSINESS ADDRESS: STREET 1: 570 10TH STREET CITY: OAKLAND STATE: CA ZIP: 94607 BUSINESS PHONE: (510) 778-7787 MAIL ADDRESS: STREET 1: 570 10TH STREET CITY: OAKLAND STATE: CA ZIP: 94607 FORMER COMPANY: FORMER CONFORMED NAME: J.A. Cosmetics Holdings, Inc. DATE OF NAME CHANGE: 20140212 8-K 1 elf-20250528.htm 8-K elf-20250528 0001600033 FALSE 0001600033 2025-05-28 2025-05-28 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): May 28, 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) 570 10th Street 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. ☐ Item 1.01 Entry into a Material Definitive Agreement. On May 28, 2025, e.l.f. Beauty, Inc., a Delaware corporation (the “Company”), entered into a Merger Agreement (the “Merger Agreement”) with HRBeauty LLC, a Delaware limited liability company (“rhode”), e.l.f. Cosmetics, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Buyer”), Glaze Merger Sub, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Buyer (“Merger Sub”), the ho