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E.L.F. BEAUTY, INC. filed this 10-K on 05/23/24

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E.L.F. BEAUTY, INC. - 10-K - 20240523 - PART_IV

PART IV

Item 15. Exhibits, financial statement schedules.

(a) The following documents are filed as part of this Annual Report:

1.Consolidated financial statements:

Reference is made to the Index to Consolidated Financial Statements on page 67 hereof, which is incorporated by reference herein.

2.Financial statement schedules:

All schedules are omitted because the required information is either not present, not present in material amounts or presented within our consolidated financial statements and notes thereto beginning on page 71 hereof and are incorporated herein by reference.

3.Exhibits

Incorporated by Reference

Exhibit Number

Exhibit Description

Filed
Herewith

Form

Exhibit
Number

File Number

Filing Date

2.1

Securities Purchase Agreement by and among Naturium LLC, TCB-N Prelude Blocker Corp., The Center Brands LLC, Elaine J. Balady, TCB Prelude Holdings, LLC, e.l.f. Cosmetics, Inc., e.l.f. Beauty, Inc. and The Center Brands LLC (as Representative), dated August 28, 2023.

S-3ASR

2.1

333-274869

10/5/2023

3.1

Amended and Restated Certificate of Incorporation of e.l.f. Beauty, Inc.

8-K

3.1

001-37873

9/27/2016

3.2

Amended and Restated Bylaws of e.l.f. Beauty, Inc.

8-K

3.2

001-37873

9/27/2016

4.1

Reference is made to Exhibits 3.1 and 3.2.

4.2

Form of Common Stock Certificate.

S-1/A

4.4

333-213333

9/12/2016

4.3

Description of Capital Stock

10-K

4.4

001-37873

5/27/2021

10.1 (a)

Standard Multi-Tenant Office Lease, dated as of March 31, 2014, by and between 1007 Clay Street Properties LLC and e.l.f. Cosmetics, Inc. (formerly known as J.A. Cosmetics US, Inc.).

S-1

10.1

333-213333

8/26/2016

10.1 (b)

Addendum to Standard Multi-Tenant Office Lease, dated as of March 31, 2014, by and between 1007 Clay Street Properties LLC and e.l.f. Cosmetics, Inc. (formerly known as J.A. Cosmetics US, Inc.).

S-1

10.2

333-213333

8/26/2016

10.1 (c)

Standard Multi-Tenant Office Lease, dated as of October 5, 2015, by and between 1007 Clay Street Properties LLC and e.l.f. Cosmetics, Inc. (formerly known as J.A. Cosmetics US, Inc.).

S-1

10.3

333-213333

8/26/2016

10.1 (d)

Addendum to Standard Multi-Tenant Office Lease, dated as of October 22, 2015, by and between 1007 Clay Street Properties LLC and e.l.f. Cosmetics, Inc. (formerly known as J.A. Cosmetics US, Inc.).

S-1

10.4

333-213333

8/26/2016

10.1 (e)

Amended and Restated Lease Agreement, dated June 19, 2019, by and between e.l.f. Cosmetics, Inc. and Redwood Property Investors III, LLC (as successor to 1007 Clay Street Properties)

10-Q

10.1

001-37873

8/8/2019

Table of C ontents

Incorporated by Reference

Exhibit Number

Exhibit Description

Filed
Herewith

Form

Exhibit
Number

File Number

Filing Date

10.2(a)

Standard Industrial/Commercial Multi-Tenant Lease, dated as of December 9, 2015, by and between Jurupa Gateway LLC and e.l.f. Cosmetics, Inc. (formerly known as J.A. Cosmetics US, Inc.).

S-1

10.5

333-213333

8/26/2016

10.2(b)

First Amendment to Lease, dated August 24, 2020, by and between Jurupa Gateway LLC and e.l.f. Cosmetics, Inc.

10-Q

10.1

001-37873

2/4/2021

10.3 (a)

Senior Secured Credit Agreement, dated as of December 23, 2016, by and among e.l.f. Beauty, Inc., as parent guarantor, e.l.f. Cosmetics, Inc., J.A. 139 Fulton Street Corp., J.A. 741 Retail Corp., J.A. Cosmetics Retail, Inc., J.A. RF, LLC and J.A. Cherry Hill, LLC, each as a borrower, and Bank of Montreal, as the administrative agent, swingline lender and l/c issuer.

8-K

10.1

001-37873

12/28/2016

10.3 (b)

First Amendment to Credit Agreement, dated as of August 25, 2017, by and among e.l.f. Beauty, Inc., as parent guarantor, e.l.f. Cosmetics, Inc., J.A. 139 Fulton Street Corp., J.A. 741 Retail Corp., J.A. Cosmetics Retail, Inc., J.A. RF, LLC and J.A. Cherry Hill, LLC, each as a borrower, Bank of Montreal, as the administrative agent, swingline lender and l/c issuer, and the lenders from time to time party thereto.

8-K

10.1

001-37873

8/28/2017

10.3 (c)

Second Amendment to Credit Agreement, dated as of December 7, 2018, by and among e.l.f. Beauty, Inc., as parent guarantor, e.l.f. Cosmetics, Inc., J.A. 139 Fulton Street Corp., J.A. 741 Retail Corp., J.A. Cosmetics Retail, Inc., J.A. RF, LLC and J.A. Cherry Hill, LLC, each as a borrower, Bank of Montreal, as the administrative agent, swingline lender and l/c issuer, and the lenders from time to time party thereto.

10-K

10.8(b)

001-37873

5/28/2020

10.3(d)

Third Amendment to Credit Agreement, dated as of April 8, 2020, by and among e.l.f. Beauty, Inc., as parent guarantor, e.l.f. Cosmetics, Inc., W3ll People, Inc., J.A. RF, LLC, each as a borrower, Bank of Montreal, as the administrative agent, swingline lender and l/c issuer, and the lenders from time to time party thereto.

8-K

10.1

001-37873

4/9/2020

10.4(a)

Amended and Restated Credit Agreement, dated April 30, 2021, by and among the Company as parent guarantor, e.l.f. Cosmetics, Inc., W3LL People, Inc. and J.A. RF, LLC, each as a borrower, Bank of Montreal, as the administrative agent, swingline lender and l/c issuer, U.S. Bank, as syndication agent and a joint lead arranger, BMO Capital Markets Corp., as a joint lead arranger and bookrunner, and the lenders from time to time party thereto.

8-K

10.1

001-37873

5/4/2021

10.4(b)

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

10-K

10.4(b)

001-37873

5/25/2023

10.4(c)

Second Amendment to Amended and Restated Credit Agreement, dated August 28, 2023, by and among the Company as parent guarantor, e.l.f. Cosmetics, Inc., W3LL People, Inc. and J.A. RF, LLC, each as a borrower, Bank of Montreal, as the administrative agent, swingline lender and l/c issuer, U.S. Bank, as syndication agent and a joint lead arranger, BMO Capital Markets Corp., as a joint lead arranger and bookrunner, and the lenders from time to time party thereto.

10-Q

10.1

001-37873

11/2/2023

Table of C ontents

Incorporated by Reference

Exhibit Number

Exhibit Description

Filed
Herewith

Form

Exhibit
Number

File Number

Filing Date

10.5 (a)#

2014 Equity Incentive Plan of e.l.f. Beauty, Inc.

S-1

10.12

333-213333

8/26/2016

10.5 (b)#

Amendment to 2014 Equity Incentive Plan of e.l.f. Beauty, Inc., dated as of March 15, 2017.

10-K

10.7(b)

001-37873

3/15/2017

10.5 (c)#

Forms of stock option award agreements used under the 2014 Equity Incentive Plan of e.l.f. Beauty, Inc.

S-1

10.13

333-213333

8/26/2016

10.6 (a)#

2016 Equity Incentive Award Plan of e.l.f. Beauty, Inc.

S-1/A

10.16

333-213333

9/12/2016

10.6 (b)#

Amendment to the e.l.f. Beauty, Inc. 2016 Equity Incentive Award Plan

8-K

10.2

001-37873

7/2/2020

10.6 (c)#

Form of Stock Option Grant Notice under the 2016 Equity Incentive Award Plan of e.l.f. Beauty, Inc.

S-1/A

10.17

333-213333

9/12/2016

10.6 (d)#

Form of Restricted Stock Unit Award Grant Notice under the 2016 Equity Incentive Award Plan of e.l.f. Beauty, Inc.

S-1/A

10.27

333-213333

9/12/2016

10.6 (e)#

Form of Restricted Stock Award Grant Notice under the 2016 Equity Incentive Award Plan of e.l.f. Beauty, Inc. (Executives).

10-K

10.12(d)

001-37873

3/15/2017

10.6 (f)#

Form of Restricted Stock Award Grant Notice under the 2016 Equity Incentive Award Plan of e.l.f. Beauty, Inc. (Chief Executive Officer).

10-K

10.12(e)

001-37873

3/15/2017

10.6 (g)#

Form of Performance Stock Award Grant Notice under the 2016 Equity Incentive Award Plan of e.l.f. Beauty, Inc. (Executives).

10-K

10.1

001-37873

5/27/2021

10.6 (h)#

Form of Performance Stock Award Grant Notice under the 2016 Equity Incentive Award Plan of e.l.f. Beauty, Inc. (Chief Executive Officer).

10-K

10.2

001-37873

5/27/2021

10.7#

2016 Employee Stock Purchase Plan of e.l.f. Beauty, Inc.

S-1/A

10.18

333-213333

9/12/2016

10.8#

Amended and Restated Employment Agreement, dated as of February 26, 2019, between Tarang Amin, e.l.f. Cosmetics, Inc. and e.l.f. Beauty, Inc.

10-K

10.16

001-37873

2/28/2019

10.9#

Amended and Restated Employment Agreement, dated as of February 26, 2019, between Scott Milsten, e.l.f. Cosmetics, Inc. and e.l.f. Beauty, Inc.

10-K

10.17

001-37873

2/28/2019

10.10#

Employment Agreement, dated as of February 1, 2019, between Kory Marchisotto, e.l.f. Cosmetics, Inc. and e.l.f. Beauty, Inc.

10-Q

10.1

001-37873

5/9/2019

10.11#

Employment Agreement, dated as of March 15, 2019, between Mandy Fields, e.l.f. Cosmetics, Inc. and e.l.f. Beauty, Inc.

8-K

10.1

001-37873

3/21/2019

10.12#

Employment Agreement, dated as of November 25, 2019, between Josh Franks, e.l.f. Cosmetics, Inc. and e.l.f. Beauty, Inc.

10-Q

10.1

001-37873

2/6/2020

10.13#

Employment Agreement, dated as of April 20, 2022 between Jennie Laar, e.l.f. Cosmetics, Inc. and e.l.f. Beauty, Inc.

10-K

10.13

001-37873

5/25/2023

10.14#

Form of Indemnification Agreement for directors and officers of e.l.f. Beauty, Inc.

S-1

10.25

333-213333

8/26/2016

Table of C ontents

Incorporated by Reference

Exhibit Number

Exhibit Description

Filed
Herewith

Form

Exhibit
Number

File Number

Filing Date

10.15#

Amended and Restated Non-Employee Director Compensation Program of e.l.f. Beauty, Inc.

10-Q

10.1

001-37873

11/7/2019

10.16#

Cooperation Agreement, dated as of July 1, 2020, by and between e.l.f. Beauty, Inc., Marathon Partners Equity Management, LLC, Marathon Partners L.P., Marathon Focus Fund L.P., Marathon Partners LUX Fund, L.P., Cibelli Research & Management, LLC and Mario Cibelli.

8-K

10.1

001-37873

7/2/2020

10.17

List of Significant Subsidiaries of e.l.f. Beauty, Inc.

19.1

e.l.f. Beauty, Inc. Amended and Restated Insider Trading Compliance Program

23.1

Consent of Independent Registered Public Accounting Firm.

24.1

Power of Attorney. Reference is made to the signature page to this Annual Report on Form 10-K.

31.1

Certification of the Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act.

31.2

Certification of the Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act.

32.1*

Certification of the Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act.

97.1

Amended and Restated Compensation Recovery Policy

97.2

Policy for Recovery of Erroneously Awarded Compensation

101.INS

XBRL Instance Document - Instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

# Indicates management contract or compensatory plan

* This certification is deemed furnished, and not filed, with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of e.l.f. Beauty, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.

Item 16. Form 10-K Summary.

e.l.f. Beauty, Inc. and subsidiaries

Notes to consolidated financial statements

None.

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