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

Rhea-AI Filing Summary

Form 144 filing for e.l.f. Beauty, Inc. (ELF): An insider proposes to sell 10,812 common shares through Morgan Stanley Smith Barney on 09/17/2025 with an aggregate market value of $1,549,143.36. The filer reports total shares outstanding of 56,734,903, so the proposed sale represents approximately 0.019% of outstanding shares. The shares were originally acquired as restricted stock units on 03/01/2023. The filing also discloses a recent 10b5-1 sale on 09/12/2025 of 13,515 shares for gross proceeds of $1,893,477.37.

Positive

• Transparent disclosure of acquisition date (03/01/2023), nature (Restricted Stock Units), broker, share counts, and aggregate market value
• Proposed sale size is small relative to outstanding shares (~0.019%), suggesting limited dilution or market impact

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider sale of RSU shares; small relative to float, limited market impact.

The filing shows a planned sale of 10,812 common shares by an insider whose holdings were granted as restricted stock units on 03/01/2023. The proposed sale value of $1.55 million is small relative to the reported 56.73 million shares outstanding (about 0.019% of the float). A recent 10b5-1 sale on 09/12/2025 indicates prior disposition activity. From a market-moving perspective, the sizes reported here are immaterial to company capitalization and are consistent with insider vesting and monetization activity rather than a significant change in ownership.

Compliance / Corporate Governance Expert

TL;DR: Filing meets Rule 144 disclosure elements; shows prior 10b5-1 sale but lacks an explicit plan adoption date in this notice.

The form discloses required elements: acquisition date, nature of acquisition (RSUs), broker details, number of shares, and aggregate market value. The table lists a prior 10b5-1 sale, which helps document earlier dispositions. The current notice does not include a stated plan adoption date or an explicit Rule 10b5-1 instruction date for the proposed sale within the form's remarks section, so readers cannot confirm whether the upcoming sale follows a pre-established plan from this filing alone.

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	10812	1549143.36	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	03/01/2023	Restricted Stock Units	Issuer			10812	03/01/2023	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 KORY MARCHISOTTO 601 12th Street, 14th Floor Oakland CA 94607	Common	09/12/2025	13515	1893477.37

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 insider sale does the Form 144 for ELF disclose?

The filing shows a proposed sale of 10,812 common shares to be executed on 09/17/2025 through Morgan Stanley Smith Barney with an aggregate market value of $1,549,143.36.

How were the shares being sold by the ELF insider acquired?

The shares were acquired as Restricted Stock Units on 03/01/2023 and the filing lists the amount sold as 10,812 shares.

Has the filer sold ELF shares recently?

Yes: the filing discloses a 10b5-1 sale on 09/12/2025 of 13,515 shares for gross proceeds of $1,893,477.37.

What broker will handle the proposed ELF sale?

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

How large is the proposed sale relative to ELF's outstanding shares?

The filing reports 56,734,903 shares outstanding; the proposed 10,812-share sale represents about 0.019% of that amount.

Does the Form 144 state a Rule 10b5-1 plan adoption date for the upcoming sale?

The filing includes a prior 10b5-1 sale entry but does not provide an explicit plan adoption or instruction date for the proposed 09/17/2025 sale in the remarks section.