E.l.f. Beauty Files for Shelf Registration to Sell 2.5M Shares by Stockholders Related to Merger Agreement.

E.l.f. Beauty has filed a shelf registration with the SEC for the sale of approximately 2.5 million shares by stockholders related to a merger agreement with HRBeauty, the parent company of rhode. The move is related to the company's merger with HRBeauty, the parent company of rhode.

e.l.f. Beauty Inc. (ELF) has filed a shelf registration with the U.S. Securities and Exchange Commission (SEC) for the sale of approximately 2.5 million shares by stockholders related to a merger agreement with HRBeauty LLC, the parent company of rhode. The move is part of the company's ongoing acquisition strategy aimed at expanding its market presence and leveraging the growth potential of rhode.

The shelf registration, filed on August 8, 2025, pertains to the resale or other disposition of up to an aggregate of 2,582,371 shares of common stock by the selling stockholders [3]. The shares are being sold to satisfy registration rights granted under a merger agreement with the parties affiliated with the selling stockholders. e.l.f. Beauty is not selling any shares under this prospectus and will not receive any proceeds from the sale by the selling stockholders.

The merger agreement, which e.l.f. Beauty finalized on August 5, 2025, involves acquiring rhode for $800 million, with $600 million funded through a new term loan facility [1]. The acquisition is part of e.l.f. Beauty's strategy to expand its market presence and leverage rhode's growth potential. The company has reported a 9% increase in net sales to $353.7 million for the quarter ending June 30, 2025, marking its 26th consecutive quarter of growth [1].

The recent filing with the SEC is a procedural step to register the resale of these shares offered by the selling shareholders. e.l.f. Beauty has agreed to register the resale of these shares offered by the selling shareholders under the terms of the merger agreement [2].

The latest analyst ratings on ELF stock are generally positive, with a Buy rating and a $130.00 price target, reflecting the company's strong financial performance and growth potential [1]. However, high valuation metrics and potential overbought conditions are noted as risks to monitor [1].

For more information, please refer to the following sources:
- [1] https://www.theglobeandmail.com/investing/markets/stocks/ELF/pressreleases/33978457/elf-beauty-completes-acquisition-of-hrbeauty-llc/
- [2] https://seekingalpha.com/news/4482894-elf-beauty-lists-25m-merger-issued-shares-for-sale-by-holders
- [3] https://www.stocktitan.net/sec-filings/ELF/s-3asr-e-l-f-beauty-inc-sec-filing-19c7a1658d82.html