e.l.f. Beauty, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrantx Filed by a Party other than the Registrant ☐

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

LETTER FROM OUR CHAIRMAN AND CEO

*Adjusted EBITDA is a non-GAAP financial measure, and we provide a reconciliation of net income to Adjusted EBITDA in Annex A and a short definition of Adjusted EBITDA in the Note Regarding Non-GAAP Financial Measures in our proxy statement.

E.L.F. BEAUTY, INC.NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

By Order of the Board of Directors,

Scott Milsten

General Counsel and Corporate Secretary

Oakland, California

July 9, 2025

Cautionary Note Regarding Forward-Looking Statements

This proxy statement (this “Proxy Statement”) contains forward-looking statements within the meaning of the federal securities laws. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” ”believe,” “contemplate,” “commit,” “continue,” "could,” “due,” “ensure,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. These forward-looking statements are based on management's current expectations, estimates, forecasts, projections, beliefs and assumptions and are not guarantees of future performance. Although we believe that the expectations reflected in the forward-looking statements are reasonable, the actual results and conduct of our activities, including the development, implementation, or continuation of any program, policy, or initiative discussed or forecasted in this Proxy Statement, may differ materially from those expectations. Factors that could cause actual results to differ materially from those in the forward-looking statements include, among other things, the risks and uncertainties that are contained in our filings with the United States Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the year ended March 31, 2025, as such filings may be amended, supplemented or superseded from time to time by other reports we file with the SEC. Potential investors are urged to consider these factors carefully in evaluating the forward-looking statements. The forward-looking statements included in this Proxy Statement speak only as of the date hereof. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future. In addition, we make certain claims and assertions regarding the nature of our products, including that they are “clean, vegan and cruelty free.” We have a complex supply chain and have limited visibility into certain of our third-parties’ practices and policies. Moreover, the meaning of certain terms in the spaces of sustainability and ethically sourced materials is continually evolving. While certain of our efforts discussed herein are based on policies and procedures that we believe apply appropriate levels of support, there can be no guarantee that such efforts will be successful in all situations. Our products and processes may ultimately be determined not to meet any subjective or objective standard, definition or framework that relates to or implicates the claims we have made. Furthermore, changes in sustainability standards, metrics and the methodologies underlying the goals we have used and set with respect to sustainability-related matters, or changes with respect to third-party information used with respect to our sustainability-related disclosures, may cause results or the perceived environmental or social impact of selected projects or products to differ materially and adversely from the statements, estimates and beliefs made or communicated by us or by third parties to us. Similarly, various of our disclosures (either herein or elsewhere, such as on our website) provide information in response to third-party frameworks or stakeholder expectations but are not necessarily “material” for purposes of our reporting obligations under the U.S. federal securities laws or other regulatory regimes. Even if we use language of “materiality” or similar, such language is subject to various definitions, particularly in the sustainability context.

TABLE OF CONTENTS

2025 Proxy Statement

INTRODUCTION

Our Company

e.l.f. Beauty, Inc. (NYSE: ELF) (“e.l.f. Beauty,” the “Company,” or “we”) is a multi-brand beauty company that offers inclusive, accessible, clean, vegan and cruelty free cosmetics and skin care products.

•OUR VISION. To be a different kind of beauty company by building brands that disrupt industry norms, shape culture and connect communities through positivity, inclusivity and accessibility.

•OUR MISSION. We make the best of beauty accessible to every eye, lip and face.

•OUR PURPOSE. We stand with every eye, lip, face, paw and fin.

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. We believe the combination of our passionate team of owners, value proposition, powerhouse innovation, disruptive marketing engine and productivity model has positioned us well to navigate the competitive beauty market.

Our Brands

Our family of brands includes e.l.f. Cosmetics, e.l.f. SKIN, Naturium, Well People and Keys Soulcare. Our brands are available online and across leading beauty, mass-market and specialty retailers. We have strong relationships with our retail customers such as Target, Walmart, Ulta Beauty, Amazon and other leading retailers that have enabled us to expand distribution both domestically and internationally.

Each of our brands is positioned to touch varying consumer cohorts at different price points. Each brand has accessible pricing relative to its competitive set and furthers our mission of making the best of beauty accessible to every eye, lip and face.

Our Board and Our Team

Highly Qualified Board and Team with a Variety of Experiences

Our Board of Directors (our “Board”), executive team and employees are highly experienced, with proven track records managing and growing brand portfolios. At e.l.f. Beauty, we are committed to positivity, inclusivity and accessibility. We believe it is important that our team reflects the diverse consumers we serve, which requires an inclusive environment at all levels of the organization.

We are proud to have a board and team that we believe reflects the variety of backgrounds and experiences in the communities we serve. While it is our policy to not make our nomination or employment decisions on the basis of legally protected characteristics, the following table provides certain statistics of our Board and our team as of March 31, 2025. For information about our Board diversity, age, tenure and skills, see under the heading “Our Board of Directors—About our Board.”

Strong, Independent, and Active Board

Our Board is actively engaged in overseeing the strategic direction of e.l.f. Beauty and is committed to acting in the best interests of e.l.f. Beauty and our stockholders. Our Board recognizes the importance of having the right mix of skills, expertise and experience, and is committed to regularly reviewing its capabilities, structure and ongoing member refreshment on behalf of our stockholders. To that end, six of our independent directors have joined our Board within the last five years.

Highlights from FY 2025

Earnings Per Share

Strong Results

In the fiscal year ended March 31, 2025 (“FY 2025”), we grew net sales by 28% year over year, delivered approximately $112 million in net income and grew Adjusted EBITDA by 26% year over year. Q4 of FY 2025 marked our 25th consecutive quarter of both net sales and market share growth.

Continued Progress In our Unique Areas of Advantage

In FY 2025, we continued to focus on executing our five unique areas of advantage to create long-term value for our stockholders, highlights of which are discussed below.

Passionate Team of Owners

•Our talented employees are at the core of our business strategy. Our commitment to our people and our High Performance Team (“HPT”) culture is evident in our 90% employee engagement score, 18 percentage points above the consumer industry benchmark, with 97% of our employees recommending e.l.f. as a great place to work.•We take a unique “one-team” approach to compensation. All full-time employees receive a base salary, are bonus eligible under the same bonus plan tied to our financial performance and receive an annual equity award in e.l.f. Beauty stock. We believe we are one of the few public consumer companies that grants equity on an annual basis to every employee—strongly aligning our team with the long-term interests of our stockholders.

Powerhouse Innovation

•Our flagship e.l.f. Cosmetics and e.l.f. SKIN brands are known for their “holy grails”—taking inspiration from our community and the best products in prestige, and bringing them to market at an extraordinary value. Major product launches in FY 2025 included e.l.f. Cosmetics’ Power Grip Dewy Setting Spray as well as e.l.f. SKIN’s Holy Hydration! Thirst Burst Drops.•Our innovation engine has built category leadership over time. In 2018, e.l.f. Cosmetics had the number 1 or 2 position across eight segments of the color cosmetics category. Today, e.l.f. has the number 1 or 2 position across eighteen segments, which collectively make up almost 80 percent of e.l.f. Cosmetics’ sales.•We believe innovation is key to our success and we are proud to be named to Fast Company's list of “The World's Most Innovative Companies of 2025.”

Disruptive Marketing Engine

•We believe we have a unique ability to combine the best of beauty, culture and entertainment to attract and engage generations of consumers across a variety of platforms. •In Piper Sandler’s latest Taking Stock With Teens Survey, e.l.f. Cosmetics ranked the number 1 teen brand for the seventh consecutive season. Our 35% mindshare is now 3.5 times the number 2 brand. •We’re growing our audience beyond Gen Z. Recent surveys show e.l.f. Cosmetics ranks number 1 in purchases among millennials and number 1 in mindshare among Gen Alpha. This progress in penetrating mindshare across cohorts shows that e.l.f. is becoming a multi-generational brand, driven by positivity, inclusivity and accessibility.

•We believe our marketing is working, delivering ROI multiples above industry benchmarks and expanding our unaided brand awareness from 13% in 2020 to 33% in 2024. The leading U.S. mass cosmetics brand has 55% unaided awareness, giving us confidence in continued runway for growth.

Value Proposition

•Each of our brands has accessible pricing relative to its competitive set and furthers our mission of making the best of beauty accessible to every eye, lip and face. As an example, e.l.f. Cosmetics’ average product price point in the U.S. is approximately $6.50, as compared to other leading mass cosmetics brands which have average product price points over $9.50 and prestige cosmetics brands which have average product price points over $20, according to Nielsen. Importantly, with e.l.f., we believe our consumers don't have to compromise. We continue to hear from consumers that we deliver quality that's often better than prestige.•Our value proposition is evident in our strong unit growth, with e.l.f. Cosmetics being the only top 5 mass cosmetics brand in the U.S. to grow units in FY 2025, according to Nielsen.

Productivity Model

•Founded as a digitally native brand, our flagship e.l.f. Cosmetics brand is the only top five U.S. mass cosmetics brand with its own direct-to-consumer e-commerce site. We leverage insights from our site and Beauty Squad loyalty program to proactively change out up to 20% of our retail assortment each year. This approach has led us to be the most productive mass cosmetics brand on a dollar per linear foot basis with our largest retail customers globally. •In FY 2025, we grew our U.S. business net sales 23% year over year. In Target, our longest standing national retail customer, e.l.f. Cosmetics maintained our number 1 Cosmetics brand rank with over 20% market share. In FY 2025, we increased our rank in Walmart to the number 2 brand, up from number 3 a year ago.

•Our international business grew net sales 60% year over year in FY 2025, with international contributing approximately 19% of our net sales. In the UK, we increased our rank to the number 3 mass cosmetics brand by dollar share in FY 2025, as compared to number 5 a year ago. In Canada, we increased our rank to the number 3 mass cosmetics brand by dollar share in FY 2025 as compared to the number 4 brand a year ago.

Furthering our Environmental, Social and Governance Commitment and Initiatives

e.l.f. Beauty is led by its purpose—we stand with every eye, lip, face, paw and fin. We are committed to creating a culture internally—and in the world around us—where all individuals are encouraged to express their truest selves and are empowered to succeed, and where we strive to do the right thing for people, the planet and our furry and finned friends alike. We believe authentic attention to our commitments is one of the reasons our employees and our consumers remain so loyal and dedicated to e.l.f. Beauty.

Consistent with our values and commitments, we took a number of steps in FY 2025 to further our environmental, social and governance (“ESG”) journey, including:

•Enhanced ESG Policies and Disclosure. In September 2024, we issued our third annual Impact Report to memorialize our commitment to transparent ESG practices and communicate the initiatives, programs and policies we’ve put in place to further our positive impact. We also continued to monitor the evolving regulatory landscape and took steps to prepare for upcoming changes.

•Advanced our Responsible Sourcing Initiatives. Our first third-party manufacturing facility in China was Fair Trade Certified™ in August 2022, and we expanded this program in subsequent years to certify additional facilities. A Fair Trade Certified™ seal on a product signifies that it was made according to rigorous fair trade standards that promote sustainable livelihoods and safe working conditions for facility employees, protection of the environment and transparent supply chains. As of the date of this Proxy Statement, over 900 SKUs, representing a majority of our product volume, are produced in Fair Trade Certified™ facilities. For further detail, see the most recent e.l.f. Beauty Impact Report, which for the avoidance of doubt is not incorporated herein by reference.

•Continued Working to Reduce our Carbon Footprint. Climate change presents one of the biggest challenges of our time, and we are committed to reducing our carbon footprint. In FY 2025, we achieved our target for a 42% reduction in our Scope 1 and 2 emissions by 2030 (from a FY 2022 base year), set through the Science Based Targets Initiative. We have now met this target for the past three years. Our next steps include evaluating a science-based target for our Scope 3 emissions. As part of our transparency and reporting efforts, we made our second annual disclosure through CDP in September 2024, earning an upgraded B score for Climate, up from a C in 2023. This improvement reflects the foundational work we’ve undertaken to better understand our carbon footprint, assess our climate-related risks and opportunities, and identify and measure emissions reduction initiatives.

•Recognized for our Human Capital Investments. Our continued investments in our people and culture have positioned us as an employer of choice both in the beauty industry and our local communities. In FY 2025, we were recognized in the U.S. News & World Report 2024-2025 edition of “U.S. News Best Companies to Work For” and earned Great Place To Work® Certification™based on employee feedback and an evaluation of workplace culture.