v3.26.1
Debt
 12 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
Debt Debt
The Company’s outstanding debt as of March 31, 2026 and March 31, 2025 consists of the following (in thousands):
 March 31, 2026March 31, 2025
Debt: 
Revolving line of credit(1)
$256,676 $256,676 
Term loan(1)
585,000 — 
Total debt841,676 256,676 
Less: debt issuance costs(2,328)— 
Total debt, net of issuance costs839,348 256,676 
Less: current portion(30,000)— 
Long-term portion of debt$809,348 $256,676 
(1) See further discussion below. As of March 31, 2026, the Company was in compliance with all applicable financial covenants under the Amended Credit Agreement (as defined below).
Amended Credit Agreement
On April 30, 2021, the Company amended and restated its 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 the Company’s 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 the Company to, among other things, comply with certain consolidated total net leverage ratios and consolidated fixed charge coverage ratios.
Second Amendment to Amended Credit Agreement
On August 28, 2023, the Company entered into the Second Amendment to Amended and Restated Credit Agreement (the “Second Amendment”). Pursuant to the Second Amendment, the Company borrowed incremental term loans in an aggregate original principal amount of $115.0 million under the Amended Credit Agreement (the “Incremental Term Loan”). The Company used the Incremental Term Loan, together with cash from its balance sheet and additional borrowings under our Amended Revolving Credit Facility, to consummate the acquisition of Naturium (as defined in Note 3, “Acquisitions,” in these Notes to these consolidated financial statements) 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, the Company entered into the Third Amendment to Amended and Restated Credit Agreement (the “Third Amendment”). Pursuant to the Third Amendment, the Company increased its capacity to make restricted payments, provided that after giving effect to any such payment, the Company complies with a certain consolidated total net leverage ratio.
Fourth Amendment to Amended Credit Agreement
On March 3, 2025, the Company 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 the Company’s 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 the Company’s and its 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 the Company, certain of its 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, the Company entered into the Fifth Amendment to 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 the Company’s existing Revolving Credit Facility and increased the unused line fee under the Company’s existing Revolving Credit Facility. The proceeds of the Term Facility were made available to e.l.f. Cosmetics and certain of the Company’s other subsidiaries to pay a portion of the consideration for the acquisition of rhode. 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 the Company’s 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 March 31, 2026 for the Amended Credit Agreement was approximately 5.4%.
The interest rate as of March 31, 2026 for the Revolving Credit Facility was approximately 5.4%. The unused balance of the Revolving Credit Facility as of March 31, 2026 was $243.3 million.
The Company’s debt outstanding as of March 31, 2026, matures as follows (in thousands):
202730,000 
202830,000 
202937,500 
2030744,176 
Total Debt841,676 
Less: Unamortized discounts and debt issuance costs(2,328)
Total debt, net of unamortized discounts and debt issuance costs$839,348 
Interest expense, net  
The components of interest expense, net are as follows (in thousands):
Fiscal year ended March 31,
 202620252024
Interest on term loan debt$24,772 $10,228 $8,294 
Amortization of debt issuance costs1,433 545 430 
Interest on revolving line of credit16,009 6,410 3,106 
Interest on finance leases— — 10 
Interest income(6,930)(3,370)(4,817)
Interest expense, net$35,284 $13,813 $7,023