Management’s discussion and analysis of financial condition and results of operations (“MD&A”) should be read together with the MD&A presented in the Annual Report on Form 10-K for the year ended March 31, 2026 (the “Annual Report”) and the unaudited condensed consolidated financial statements and accompanying notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q (this “Quarterly Report”), which include additional information about our accounting policies, practices and the transactions underlying our financial results. Overview and Business Trends e.l.f. Beauty, Inc., a Delaware corporation (“e.l.f. Beauty” and together with its subsidiaries, the “Company”), is a multi-brand beauty company that offers inclusive, accessible, clean, vegan and cruelty free cosmetics and skin care products. The Company's mission is to make the best of beauty accessible to every eye, lip and face. We believe our ability to deliver cruelty free, clean, vegan and premium-quality products at accessible prices with broad appeal differentiates us in the beauty industry. Additionally, we believe the combination of our passionate team of owners, value proposition, powerhouse innovation, disruptive marketing engine and productivity model have positioned us well to navigate the competitive beauty market. The Company's family of brands consists of e.l.f. Cosmetics, e.l.f. SKIN, e.l.f. Hair, rhode, Naturium and Well People. The Company's brands are available online and across leading beauty, mass-market and specialty retailers. The Company has strong relationships with its retail customers such as Target, Walmart, Amazon, Sephora and other leading retailers that have enabled the Company to expand distribution both domestically and internationally. Update on Tariffs Many of our products are sourced and manufactured in China and have been subject to a US 25% tariff since May 2019. Throughout 2025, we were subject to a range of tariff rates on imports from China ranging from 25% to as high as 170%. On July 31, 2025, the US administration issued a formal Executive Order modifying the reciprocal tariff regime under the IEEPA. However, in February 2026, the Supreme Court ruled that the IEEPA does not authorize the US administration to impose tariffs, and the tariffs paid by importers under the Executive Order are subject to refund. As of June 30, 2026, we paid approximately $60.3 million of IEEPA Tariffs. Of this amount, the Company received tariff refunds of approximately $51.1 million ($50.1 million and $1.0 million recognized as a reduction in cost of sales and inventory, respectively) plus $2.1 million in applicable interest (recognized as interest income) during the three months ended June 30, 2026. We are evaluating the impact of the Supreme Court ruling and the subsequent order issued by the CIT, and are monitoring related developments from the CBP regarding its plan to process refunds to importers of record, including the launch on April 20, 2026 of the CBP's Consolidated Administration and Processing of Entries (“CAPE”) system for submitting refund claims, as well as the potential outcome of the administration’s appeal of the CIT’s order. Effective February 24, 2026, the US administration imposed a 10% global tariff under Section 122 of the Trade Act of 1974 that could remain in place for up to 150 days, and may, by legislative action, be extended. Multiple legal challenges to the Section 122 tariffs have been filed, and on May 7, 2026, the CIT ruled that the Section 122 tariffs are unlawful; however, the court's injunction applies only to the named plaintiffs, and the tariffs remain in effect for all other importers pending appeal. These tariffs, as well as a government’s adoption of “buy national” and similar policies or retaliation by another government against such tariffs or policies, could introduce significant uncertainty into the market and may affect the prices and supply of the products available to us. Tariffs also can impact our or our suppliers’ ability to source products efficiently or create other supply chain disruptions. We may not be able to fully or substantially mitigate the impact of these or future tariffs, pass price increases on to our customers or secure adequate alternative sources of products or materials for our products, which would have a material adverse effect on our business, financial condition and results of operations. See the risk factor titled “Changes in the US and international trade policies, including tariffs, trade restrictions and retaliatory trade measures taken by other countries and resulting trade wars may have a material adverse impact on our business, financial condition and results of operations” included as part of Item 1A. Risk factors of this Quarterly Report on Form 10-Q for additional information regarding risk related to tariffs. 24 Table of Contents Our Acquisition of rhode On August 5, 2025, we consummated the acquisition of rhode, the fast-growing, multi-category lifestyle beauty brand founded by Hailey Bieber for a purchase price of $897.5 million in a combination of cash, shares of our common stock, and a potential earnout. See Note 3, “Acquisition,” in the Notes to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further details. Fifth Amendment to Amended Credit Agreement On August 5, 2025, we entered into the Fifth Amendment to the Amended and Restated Credit Agreement (the “Fifth Amendment”). The Fifth Amendment, among other things, established a term loan facility in an aggregate original principal amount of $600.0 million (the “Term Facility”), made customary changes in connection with adding a term loan facility, increased the maximum permitted consolidated total net leverage ratio financial covenant, increased the interest rate margin for loans under our existing Revolving Credit Facility and increased the unused line fee under our existing Revolving Credit Facility. The proceeds of the Term Facility were made available to e.l.f. Cosmetics and certain of our other subsidiaries to pay a portion of the consideration for the rhode Acquisition. The maturity date of the Term Facility is March 3, 2030. Seasonality Our results of operations are subject to seasonal fluctuations, with net sales in the third and fourth fiscal quarters typically being higher than in the first and second fiscal quarters. The higher net sales in our third and fourth fiscal quarters are largely attributable to the increased levels of purchasing by retailers for the holiday season and customer shelf reset activities, respectively. Lower inventory builds from our retailers in preparation for the holiday season or shifts in customer shelf reset activity could have a disproportionate effect on our results of operations for the entire fiscal year. To support anticipated higher sales during the third and fourth fiscal quarters, we make investments in working capital to ensure inventory levels can support demand. Fluctuations throughout the year are also driven by the timing of product restocking or rearrangement by our major retail customers as well as expansion into new retail customers. Because a limited number of our retail customers account for a large percentage of our net sales, a change in the order pattern of one or more of our large retail customers could cause a significant fluctuation of our quarterly results or impact our liquidity. Results of operations The following table sets forth our consolidated statements of operations data in dollars and as a percentage of net sales for the periods presented: Three months ended June 30, (in thousands) 2026 2025 Net sales $ 479,373 $ 353,739 Cost of sales 80,533 109,198 Gross profit 398,840 244,541 Selling, general and administrative expenses 280,319 195,832 Change in fair value of contingent consideration 16,080 — Operating income 102,441 48,709 Other (expense) income, net (331) 5,037 Interest expense, net (7,808) (2,632) Income before provision for income taxes 94,302 51,114 Income tax provision (27,703) (17,803) Net income $ 66,599 $ 33,311 25 Table of Contents Three months ended June 30, (percentage of net sales) 2026 2025 Net sales 100 % 100 % Cost of sales 17 % 31 % Gross margin 83 % 69 % Selling, general and administrative (“SG&A”) expenses 58 % 55 % Change in fair value of contingent consideration 3 % — % Operating income 21 % 14 % Other (expense) income, net — % 1 % Interest expense, net (2) % (1) % Income before provision for income taxes 20 % 14 % Income tax provision (6) % (5) % Net income 14 % 9 % Comparison of the three months ended June 30, 2026 to the three months ended June 30, 2025 Net sales Net sales increased $125.6 million, or 36%, to $479.4 million for the three months ended June 30, 2026, compared to $353.7 million for the three months ended June 30, 2025. Net sales growth was driven by strong performance in both our retailer and e-commerce channels. Net sales increased $80.0 million, or 129%, in our e-commerce channels and $45.6 million, or 16%, in our retailer channels. From a price and mix perspective, higher average item price and mix drove $137.4 million increase in net sales as compared to the three months ended June 30, 2025. This was partially offset by lower volume reducing net sales by $11.7 million. Gross profit Gross profit increased $154.3 million, or 63%, to $398.8 million for the three months ended June 30, 2026, compared to $244.5 million for the three months ended June 30, 2025. This growth was inclusive of the benefit from a $50.1 million IEEPA tariff refund recognized as a reduction in cost of sales during the three months ended June 30, 2026. The remaining growth was primarily driven by a higher average item price and mix which drove an increase of $112.3 million, offset by lower volume impacting gross profit by $8.1 million. Gross margin increased approximately 1,400 basis points to 83% when compared to the three months ended June 30, 2025, including approximately 1,050 basis points benefit from the IEEPA tariff refunds, with the remaining increase primarily driven by pricing and lower year-over-year tariff rates. Selling, general and administrative expenses SG&A expenses were $280.3 million for the three months ended June 30, 2026, an increase of $84.5 million, or 43%, from $195.8 million for the three months ended June 30, 2025. The $84.5 million increase was primarily related to increases in marketing, merchandising and distribution costs of $49.9 million, increased compensation and benefits expense of $18.6 million, and increased depreciation and amortization of $12.9 million. Change in fair value of contingent consideration In connection with the rhode Acquisition, the Company recorded a fair value adjustment of $16.1 million for the three months ended June 30, 2026, driven by the outperformance of rhode's revenue results relative to the earnout thresholds set forth in the merger agreement entered into in connection with the rhode Acquisition. Other (expense) income, net Other expense, net totaled $0.3 million for the three months ended June 30, 2026, as compared to other income, net of $5.0 million for the three months ended June 30, 2025. The year-over-year variance was primarily due to a decrease in foreign currency exchange gain in the period primarily attributable to foreign currency rate fluctuation between the British pound and US dollar. 26 Table of Contents Interest expense, net Interest expense, net was $7.8 million for the three months ended June 30, 2026, as compared to $2.6 million for the three months ended June 30, 2025. The year-over-year variance was primarily due to the Fifth Amendment which established the Term Facility and increased our outstanding debt. See Note 6, “Debt,” in the Notes to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further details on our debt. The increase was partially offset by $2.1 million of interest income associated with the IEEPA refunds received during the three months ended June 30, 2026. Income tax provision The income tax provision was $27.7 million, or an effective rate of 29.4%, for the three months ended June 30, 2026, as compared to a provision of $17.8 million, or an effective rate of 34.8%, for the three months ended June 30, 2025. The change in the income tax provision was primarily driven by the tax effects of an increase in income before taxes of $43.2 million, and a decrease in discrete tax benefits of $17.3 million, primarily related to stock-based compensation and the tax effects of IEEPA tariff refunds and associated interest. Financial condition, liquidity and capital resources Overview As of June 30, 2026, we had $344.2 million of cash and cash equivalents. In addition, as of June 30, 2026, we had borrowing capacity of $243.3 million under our Amended Revolving Credit Facility. Our primary cash needs are for working capital, fixturing, retail product displays and digital investment. We have also used cash for acquisitions. Cash needs typically vary depending on strategic initiatives selected for the fiscal year, including investments in infrastructure, digital capabilities and expansion within or to additional retailer store locations. We expect to fund ongoing cash needs from existing cash and cash equivalents, cash generated from operations and, if necessary, draws on our Amended Revolving Credit Facility. Our primary working capital requirements are for product and product-related costs, payroll, rent, distribution costs and marketing. Fluctuations in working capital are primarily driven by the timing of when a retailer rearranges or restocks its products, expansion of space within our existing retailer base, expansion to new retailers and the general seasonality of our business. As of June 30, 2026, we had working capital, excluding cash and cash equivalents, of $177.9 million, compared to $163.5 million as of March 31, 2026. Working capital, excluding cash and cash equivalents and debt, was $207.9 million and $193.5 million as of June 30, 2026 and March 31, 2026, respectively. We believe that our operating cash flow, existing cash and cash equivalents and available financing under the Amended Revolving Credit Facility will be adequate to meet our planned operating, investing and financing needs for the next twelve months. The unused balance of the Amended Revolving Credit Facility as of June 30, 2026 was $243.3 million. If necessary, we can borrow funds under our Amended Revolving Credit Facility to finance our liquidity requirements, subject to customary borrowing conditions. To the extent additional funds are necessary to meet our long-term liquidity needs as we continue to execute our business strategy, we anticipate that they will be obtained through the incurrence of additional indebtedness, additional equity financings or a combination of these potential sources of funds; however, such financing may not be available on favorable terms, or at all. Our ability to meet our operating, investing and financing needs depends to a significant extent on our future financial performance, which will be subject in part to general economic, competitive, financial, regulatory and other factors that are beyond our control, including those described elsewhere in Part II, Item 1A. Risk factors. In addition to these general economic and industry factors, the principal factors in determining whether our cash flows will be sufficient to meet our liquidity requirements will rely on our ability to provide innovative products to our consumers, manage production and our supply chain. 27 Table of Contents Cash flows Three months ended June 30, (in thousands) 2026 2025 Net cash provided by (used in): Operating activities $ 111,665 $ 27,233 Investing activities (1,671) (7,559) Financing activities (55,460) 121 Cash provided by operating activities For the three months ended June 30, 2026, net cash provided by operating activities was $111.7 million. This included net income as adjusted for depreciation, amortization and other non-cash items of $133.9 million, which is inclusive of $52.1 million benefit from IEEPA tariff refunds, partially offset by an increase in working capital of $22.2 million. The increase in working capital was primarily driven by a $26.5 million increase in inventory, a $2.4 million decrease in accounts payable and accrued expenses, and a $1.7 million decrease related to other liabilities, partially offset by an $8.2 million decrease in prepaid expense and other assets, and a $0.2 million decrease in accounts receivable. For the three months ended June 30, 2025, net cash provided by operating activities was $27.2 million. This included net income as adjusted for depreciation, amortization and other non-cash items of $74.5 million, partially offset by an increase in working capital of $47.2 million. The increase in working capital was primarily driven by a $46.2 million increase in accounts receivable, a $16.3 million increase in prepaid expense and other assets, a $1.5 million decrease in accounts payable and accrued expenses, and a $1.9 million decrease related to other liabilities, partially offset by an $18.7 million decrease in inventory. Cash used in investing activities For the three months ended June 30, 2026, net cash used in investing activities was $1.7 million primarily consisting of capital expenditures related to fixturing, equipment and software. For the three months ended June 30, 2025, net cash used in investing activities was $7.6 million primarily consisting of capital expenditures related to fixturing, equipment and software. Cash (used in) provided by financing activities For the three months ended June 30, 2026, net cash used in financing activities was $55.5 million primarily driven by repurchases of our common stock of $50.0 million and repayments on the Amended Term Loan Facility of $7.5 million, partially offset by cash received from the exercise of stock options. For the three months ended June 30, 2025, net cash provided by financing activities was $0.1 million related to cash received from the exercise of stock options. Description of indebtedness Amended Credit Agreement On April 30, 2021, we amended and restated our prior credit agreement (such amended and restated credit agreement, as further amended, supplemented or modified from time to time, the “Amended Credit Agreement”) and refinanced all loans under the prior credit agreement. The Amended Credit Agreement has a five year term and consists of a $100.0 million revolving credit facility (the “Amended Revolving Credit Facility”) and a $100.0 million term loan facility. The Amended Credit Agreement contains a number of covenants that, among other things and subject to certain exceptions, restrict our ability to pay dividends and distributions or repurchase capital stock, incur additional indebtedness, create liens on assets, engage in mergers or consolidations and sell or otherwise dispose of assets. The Amended Credit Agreement also includes reporting, financial and maintenance covenants that require us to, among other things, comply with certain consolidated total net leverage ratios and consolidated fixed charge coverage ratios. 28 Table of Contents Second Amendment to Amended Credit Agreement On August 28, 2023, we entered into the Second Amendment to Amended and Restated Credit Agreement (the “Second Amendment”). Pursuant to the Second Amendment, we borrowed incremental term loans in an aggregate original principal amount of $115.0 million under the Amended Credit Agreement (the “Incremental Term Loan”). We used the Incremental Term Loan, together with cash from our balance sheet and additional borrowings under our Amended Revolving Credit Facility, to consummate the acquisition of Naturium and to pay related fees and expenses in connection with the acquisition of Naturium and Second Amendment. Third Amendment to Amended Credit Agreement On August 26, 2024, we entered into the Third Amendment to Amended and Restated Credit Agreement (the “Third Amendment”). Pursuant to the Third Amendment, we increased our capacity to make restricted payments, provided that after giving effect to any such payment, we comply with a certain consolidated total net leverage ratio. Fourth Amendment to Amended Credit Agreement On March 3, 2025, we entered into the Fourth Amendment to Amended and Restated Credit Agreement and First Amendment to Pledge and Security Agreement (the “Fourth Amendment”). The Fourth Amendment, among other things, established a revolving credit facility in an aggregate principal amount of $500.0 million (the “Revolving Credit Facility”), refinanced the existing indebtedness under the Amended Credit Agreement and reduced the interest rate margin for loans. Additionally, certain baskets under the Amended Credit Agreement were increased as part of the Fourth Amendment. The proceeds of the Revolving Credit Facility are available to e.l.f. Cosmetics and certain of our other subsidiaries for working capital, capital expenditures and other general corporate purposes, including to finance acquisitions and investments permitted under the Amended Credit Agreement and other permitted distributions on account of our and our subsidiaries’ equity interests. In addition, up to $35.0 million of the Revolving Credit Facility is available for issuing letters of credit. The maturity date of the Revolving Credit Facility is March 3, 2030. The Fourth Amendment also replaced the fixed charge coverage ratio financial covenant with a minimum interest coverage ratio of at least 3.50 to 1.00, to be tested as of the last day of each fiscal quarter. The minimum interest coverage ratio is based on the ratio of trailing twelve month EBITDA for the four fiscal quarter period most recently ended to cash interest expense for such period. The Fourth Amendment also amended the Pledge and Security Agreement, dated as of December 23, 2016, among us, certain of our subsidiaries, and the Agent pursuant to which certain covenants and thresholds set forth therein were amended, amongst other changes. Fifth Amendment to Amended Credit Agreement On August 5, 2025, we entered into the Fifth Amendment. The Fifth Amendment, among other things, established the Term Facility, made customary changes in connection with adding a term loan facility, increased the maximum permitted consolidated total net leverage ratio financial covenant, increased the interest rate margin for loans under our existing Revolving Credit Facility and increased the unused line fee under our existing Revolving Credit Facility. The proceeds of the Term Facility were made available to e.l.f. Cosmetics and certain of our other subsidiaries to pay a portion of the consideration for the rhode Acquisition. The maturity date of the Term Facility is March 3, 2030. Loans under the Amended Credit Agreement will bear interest at a rate per annum equal to, at e.l.f. Cosmetics’ election: SOFR (subject to a 0.00% floor) or an alternate base rate (subject to a 1.00% floor) as set forth in the Fifth Amendment, plus an interest rate margin, to be determined based on consolidated total net leverage ratio levels, ranging from, (i) in the case of SOFR loans, 1.50% to 2.25%, and (ii) in the case of alternate base rate loans, 0.50% to 1.25%. Unused commitments under our existing Revolving Credit Facility are subject to a fee, to be determined based on consolidated total net leverage ratio levels, ranging from 0.15% to 0.25%. The interest rate as of June 30, 2026 for the Amended Credit Agreement was approximately 5.4%. The interest rate as of June 30, 2026 for the Revolving Credit Facility was approximately 5.4%. The unused balance of the Revolving Credit Facility as of June 30, 2026 was $243.3 million. 29 Table of Contents Contractual obligations and commitments There have been no material changes to our contractual obligations and commitments as included in the Annual Report. Off-balance sheet arrangements We are not party to any off-balance sheet arrangements. Critical accounting policies and estimates The MD&A is based upon our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, which have been prepared in accordance with US GAAP. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of our assets, liabilities, revenues and expenses. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances and evaluate these estimates on an on-going basis. Actual results may differ from these estimates under different assumptions or conditions. There have been no significant changes to the critical accounting policies and estimates included in the Annual Report. Recent accounting pronouncements Recent accounting pronouncements are disclosed in Note 2, “Summary of Significant Accounting Policies,” in the Notes to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.