e.l.f. Beauty Form 144: Insider sold 70,581 shares via 10b5-1 plans

Rhea-AI Filing Summary

Insider sale notice for e.l.f. Beauty, Inc. (ELF): This Form 144 reports a proposed sale of 15,000 common shares through Morgan Stanley Smith Barney with an aggregate market value of $2,149,200, scheduled approximately on 09/17/2025. The filer, identified in related sale records as Scott Kenneth Milsten, acquired the securities as company awards: 4,995 restricted stock units on 06/01/2024 and 10,005 performance stock units on 04/17/2024. The filing also shows recent 10b5-1 plan sales: 55,581 shares on 09/10/2025 (gross proceeds $7,479,016.63) and 15,000 shares on 09/12/2025 (gross proceeds $2,104,264.50). Total shares outstanding noted: 56,734,903.

Positive

• Compliance with disclosure rules: The Form 144 and referenced 10b5-1 sales document adherence to Rule 144 and established trading plans
• Transparency on grant origin: Filing specifies the shares were acquired via RSUs and PSUs, clarifying they stem from compensation awards

Negative

• Insider selling: Recent reported sales total 70,581 shares with gross proceeds exceeding $9.5 million, which may prompt investor attention
• Concentration timing: Multiple sales within the same week (09/10, 09/12 and proposed 09/17/2025) could raise questions about insider liquidity needs or sentiment

Insights

Securities Analyst

TL;DR: Insiders executed planned sales under Rule 10b5-1 and Rule 144; proceeds are meaningful to the seller but represent a small fraction of outstanding stock.

The filing documents a proposed Rule 144 sale of 15,000 shares and shows two recent 10b5-1 sales totaling 70,581 shares. While the dollar proceeds (over $9.5 million combined) are sizeable for the seller, the shares equal roughly 0.12% of the reported 56.7 million shares outstanding, so the transactions are unlikely to materially affect market supply or valuation. The disclosure of grant dates and award types (RSUs and PSUs) clarifies that these shares originated from compensation awards rather than open-market purchases.

Corporate Governance Expert

TL;DR: The filing indicates procedural compliance with insider-trading rules; use of 10b5-1 plans is documented.

The notice includes the seller's representation about lack of undisclosed material information and references to Rule 10b5-1 trading plans for the recent sales, showing the insider relied on pre-established trading instructions. This alignment with standard governance practices reduces regulatory risk from a disclosure perspective, although frequent or large insider sales can still prompt investor questions about insider sentiment.

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	15000	2149200.00	56734903	09/17/2025	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	Restricted Stock Units	Issuer			4995	06/01/2024	N/A
Common	04/17/2024	Performance Stock Units	Issuer			10005	04/17/2024	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

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
10b5-1 Sales for SCOTT KENNETH MILSTEN 601 12th Street, 14th Floor Oakland CA 94607	Common	09/12/2025	15000	2104264.50
10b5-1 Sales for SCOTT KENNETH MILSTEN 601 12th Street, 14th Floor Oakland CA 94607	Common	09/10/2025	55581	7479016.63

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 e.l.f. Beauty (ELF) Form 144 disclose?

The filing discloses a proposed sale of 15,000 common shares (aggregate market value $2,149,200) scheduled ~09/17/2025, plus recent 10b5-1 sales on 09/10/2025 and 09/12/2025.

Who is the seller in the ELF Form 144 filing?

Sale records list Scott Kenneth Milsten as the seller for the 10b5-1 transactions shown in the filing.

How many shares did the insider acquire and how were they acquired?

The filing reports acquisition of 4,995 shares as Restricted Stock Units on 06/01/2024 and 10,005 shares as Performance Stock Units on 04/17/2024.

How large are the recent insider sales relative to outstanding shares?

Recent documented sales total 70,581 shares, which is approximately 0.12% of the reported 56,734,903 shares outstanding.

Which broker handled the proposed sale in the filing?

The proposed sale of 15,000 shares lists Morgan Stanley Smith Barney LLC as the broker.