{"url_path":"/sec/elf/10-k/2026/item-9a","section_key":"item-9a","section_title":"Item 9A Controls and procedures.","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/1600033/0001600033-26-000020-index.html","accession_number":"0001600033-26-000020","cik":"0001600033","ticker":"ELF","issuer_name":"e.l.f. Beauty, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1600033/0001600033-26-000020-index.html","primary_entity_key":"0001600033","primary_entity_name":"e.l.f. Beauty, Inc."},"word_count":1392,"has_tables":true,"body_markdown":"Item 9A. Controls and procedures.\n\nEvaluation of Disclosure Controls and Procedures\n\nAs of March 31, 2026, our management conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2026, our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the officers who certify our financial reports and to the members of the Company’s senior management and board of directors as appropriate to allow timely decisions regarding required disclosure.\n\nManagement’s Annual Report on Internal Control over Financial Reporting\n\nOur management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Exchange Act. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements prepared for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.\n\nOn August 5, 2025, we completed the rhode Acquisition and are currently integrating rhode into our operations, compliance programs and internal control processes. SEC rules and regulations allow companies to exclude acquisitions from the assessment of internal control over financial reporting during the first year following an acquisition while integrating the acquired company. We have elected to exclude the acquired operations of rhode from our assessment of our internal control over financial reporting as of March 31, 2026. Total assets (excluding acquired goodwill and other intangible assets which were included in management’s evaluation) and revenues of the acquired entity that were excluded from our assessment of internal control over financial reporting constitute in aggregate of approximately 9% and 18% of the consolidated total assets and net sales, respectively, as of and for the fiscal year ended March 31, 2026. The assessment of internal control over financial reporting of the acquired business will be included in our fiscal year 2027 evaluation.\n\nUnder the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the framework in “Internal Control - Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, management concluded that our internal control over financial reporting was effective as of March 31, 2026.\n\nDeloitte & Touche LLP, an independent registered public accounting firm, was retained to audit our Consolidated Financial Statements and the effectiveness of our internal control over financial reporting. They have issued an attestation report on\n\n59\n\n[Table of Contents](#i659dcc8163664f489be20f9606926825_7)\n\nour internal control over financial reporting as of March 31, 2026, which is included herein.\n\nChanges in Internal Control over Financial Reporting\n\nThere were no changes to our internal control over financial reporting that occurred during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.\n\nWe transitioned to a new enterprise resource planning (ERP) system during the second fiscal quarter of 2026. Implementation, integration and transition efforts have continued thereafter. In connection with the completion of the implementation, integration and transition, and resulting business process changes, we continue to review and enhance the design and documentation of our internal control over financial reporting processes to maintain effective controls over our financial reporting. To date, the implementation, integration and transition have not materially affected our internal control over financial reporting.\n\nSection 302 and 906 Certification\n\nThe required certification of our Chief Executive Officer and Chief Financial Officer under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are included as exhibits to this Annual Report (See Exhibits 31 and 32 under Part IV, Item 15. “Exhibits, Financial Statement Schedules”).\n\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\n\nTo the stockholders and the Board of Directors of e.l.f. Beauty, Inc.\n\nOpinion on Internal Control over Financial Reporting\n\nWe have audited the internal control over financial reporting of e.l.f. Beauty, Inc. and subsidiaries (the \"Company\") as of March 31, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.\n\nWe have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the fiscal year ended March 31, 2026, of the Company and our report dated May 20, 2026, expressed an unqualified opinion on those financial statements.\n\nAs described in Management's Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at HRBeauty LLC (“rhode”), which was acquired on August 5, 2025, and whose financial statements constitute in aggregate of approximately 9% and 18% of the consolidated total assets and net sales, respectively, of the consolidated financial statement amounts as of and for the year ended March 31, 2026. Accordingly, our audit did not include the internal control over financial reporting at rhode.\n\nBasis for Opinion\n\nThe Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.\n\n60\n\n[Table of Contents](#i659dcc8163664f489be20f9606926825_7)\n\nDefinition and Limitations of Internal Control over Financial Reporting\n\nA company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.\n\nBecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.\n\n/s/ Deloitte & Touche LLP\n\nSan Francisco, California\n\nMay 20, 2026"}