e.l.f. Beauty announced it signed a definitive agreement to acquire rhode, a multi-category lifestyle beauty brand founded by Hailey Bieber, known for its collection of high-performance skin-focused products. And this alliance between e.l.f. Beauty and rhode is created on both brands’ shared focus on innovation.
The $1 billion deal features $800 million of consideration payable at closing in a combination of cash and stock, subject to customary adjustments, and an additional potential earnout consideration of $200 million based on the future growth of the brand over a three-year timeframe.
Bieber had set out to create a brand focused on her skin care philosophy of one of everything really good. And rhode’s products are made with innovative ingredients for visible results.
rhode quickly established itself as a disruptor in content, commerce, and community, building a solid direct-to-consumer business. The brand has experienced rapid growth, more than doubling its consumer base over the past year and generating a total of $212 million in net sales as of March 31, 2025. And rhode’s plans to launch its first physical in-store partnership with retailer Sephora throughout North America and the U.K. before the end of the year.
Bieber will continue the role as founder and additionally serve as rhode’s Chief Creative Officer and Head of Innovation, overseeing creative, product innovation, and marketing. She will also act as a Strategic Advisor to the combined companies.
With the team since Bieber’s founding of rhode, Co-Founder Michael D. Ratner has guided rhode since its formation and has run the board as Co-Executive Chairman, while Co-Founder Lauren Ratner architected the brand and currently serves as President and Chief Brand Officer. And the founders, led by CEO Nick Vlahos, will continue to lead the brand from its Los Angeles, California, office, nurturing its entrepreneurial spirit and maintaining the brand’s passionate team of employees.
Five years ago, e.l.f. launched e.l.f. SKIN as its own brand to accelerate its potential in skin care. And the acquisition of Naturium in 2023 then doubled the company’s skin care presence.
The agreement to buy rhode marks further diversification of e.l.f. Beauty’s business is expanding into the prestige beauty channel and into new retail partners, such as Sephora, the world’s leading global prestige retailer.
Under the terms of the deal, e.l.f. Beauty has agreed to acquire rhode for $800 million at closing, comprised of $600 million of cash and $200 million, or approximately 2.6 million shares, of newly issued shares of e.l.f. Beauty common stock issued to existing equity holders of rhode, subject to certain customary purchase price adjustments.
The deal also includes an additional potential earnout consideration of $200 million based on the future growth of the brand over a three-year post-closing period. The purchase price at closing represents approximately 3.8x LTM net sales of $212 million on March 31, 2025.
The cash consideration is accompanied by fully committed debt financing of $600 million. A portion of the shares issued in the transaction to the founders and certain key employees are subject to lock-up agreements and will be released from the lock-up over one year.
The definitive agreement was approved by the e.l.f. Beauty Board of Directors. The deal is subject to customary closing conditions, including regulatory approvals, and is expected to close in the second quarter of fiscal 2026.
Advisors: Latham & Watkins is serving as e.l.f. Beauty’s legal advisor. And J.P. Morgan Securities and Moelis & Company are serving as financial advisors to rhode, and Skadden, Arps, Slate, Meagher & Flom is serving as rhode’s legal advisor. Bieber’s legal advisors are Cravath, Swaine & Moore.
KEY QUOTES:
“e.l.f. Beauty found a like-minded disruptor in rhode. rhode further diversifies our portfolio with a fast-growing brand that makes the best of prestige accessible. We are excited by rhode’s ability to break beauty barriers, fully aligning with e.l.f. Beauty’s vision to create a different kind of company. rhode is a beautiful brand that we believe is ready for rocketship growth.”
e.l.f. Chairman and CEO Tarang Amin
“We can’t wait to bring rhode to more faces, places, and spaces. From day one, my vision for rhode has been to make essential skin care and hybrid makeup you can use every day. Just three years into this journey, our partnership with e.l.f. Beauty marks an incredible opportunity to elevate and accelerate our ability to reach more of our community with even more innovative products and widen our distribution globally. As I continue as Founder and step into an expanded role of Chief Creative Officer and Head of Innovation, I look forward to leading the brand into this exciting new chapter of possibilities alongside my Co-Founders Michael D. Ratner and Lauren Ratner, who have helped bring my vision to life from the start.”
Hailey Bieber
