[144] e.l.f. Beauty, Inc. SEC Filing

Rhea-AI Filing Summary

Form 144 notice for e.l.f. Beauty, Inc. (ELF) reports a proposed sale of 55,692 common shares through Morgan Stanley Smith Barney LLC on the NYSE, with an aggregate market value of $7,461,057.24 and approximately 56,734,903 shares outstanding. The approximate date of sale is 09/08/2025. The filing discloses the acquisition history for the shares to be sold: 26,634 shares from RSUs/RSAs acquired on 06/01/2024 and 29,058 shares from Performance Stock Units acquired on 04/21/2025. The filer reports no securities sold in the past three months and includes the standard representation that the seller is not aware of undisclosed material adverse information.

Positive

• Full disclosure of proposed sale including share count, aggregate market value, broker, and planned sale date
• Acquisition details provided (dates and award types: RSUs/RSAs and Performance Stock Units), aiding traceability and compliance
• No securities sold in the past three months reported for the selling person

Negative

• Proposed sale of 55,692 common shares is reported (may be viewed negatively by some investors, but the filing is factual)
• Filing contains no issuer performance or explanatory context—only the transaction-level disclosure required by Form 144

Insights

Securities Analyst

TL;DR: Routine insider sale notice: specific share count, acquisition dates, and broker are disclosed; no recent sales reported.

The Form 144 provides clear, transaction-level disclosure required for proposed sales by an affiliate or insider. Key items are the class (common), broker (Morgan Stanley Smith Barney LLC), share quantity (55,692), aggregate market value ($7,461,057.24) and planned execution date (09/08/2025). The filing also documents the grant origin for the shares (RSUs/RSAs and Performance Stock Units) and acquisition dates, which helps trace the holding period and Rule 144 compliance. From a trading-compliance perspective, the notice satisfies the public disclosure requirement for a planned covered sale; it does not provide any operational or financial performance information about the issuer.

Corporate Governance Expert

TL;DR: Governance disclosure is complete for a Form 144: acquisition details and a certification about material non-public information are included.

The filing includes the customary attestation that the seller is not aware of undisclosed material adverse information and records the adoption dates and types of equity awards underlying the sale (RSUs/RSAs and Performance Stock Units). It also notes there were no sales in the prior three months, which is relevant to aggregation rules under Rule 144. The document is procedural and does not indicate any governance actions or policy changes by the company itself.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	55692	7461057.24	56734903	09/08/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	06/01/2024	RSUs & RSAs	Issuer			26634	06/01/2024	N/A
Common	04/21/2025	Performance Stock Units	Issuer			29058	04/21/2025	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144 filed for e.l.f. Beauty, Inc. (ELF) disclose?

The filing discloses a proposed sale of 55,692 common shares via Morgan Stanley Smith Barney LLC on the NYSE, with an aggregate market value of $7,461,057.24 and an approximate sale date of 09/08/2025.

When were the shares being sold originally acquired according to the filing?

The shares were acquired as 26,634 RSUs/RSAs on 06/01/2024 and 29,058 Performance Stock Units on 04/21/2025.

Does the filing report any securities sold in the past three months by the seller?

No. The Form 144 states "Nothing to Report" for securities sold during the past three months by the person for whose account the securities are to be sold.

Which broker is handling the proposed sale in the Form 144 for ELF?

The broker listed is Morgan Stanley Smith Barney LLC, Executive Financial Services, 1 New York Plaza, 8th Floor, New York, NY 10004.

Does the Form 144 include any statement about material non-public information?

Yes. The filer represents by signing the notice that they do not know of any material adverse information about the issuer that has not been publicly disclosed.