e.l.f. Beauty Form 144: Executive Sale of 5,298 Shares via Morgan Stanley

Rhea-AI Filing Summary

Form 144 notice for e.l.f. Beauty, Inc. (ELF) shows a proposed sale of 5,298 common shares through Morgan Stanley Smith Barney LLC with an aggregate market value of $759,097.44. The shares approximate 56,734,903 shares outstanding and are scheduled for sale on or about 09/17/2025 on the NYSE. The securities were acquired as Performance Stock Units from the issuer on 04/21/2025 and fully vested/paid on that date. The filing also discloses 10b5-1 sales by Mandy Fields of 55,692 shares on 09/08/2025 generating $7,589,682.39. The filer affirms no undisclosed material adverse information and references Rule 10b5-1 procedures.

Insights

Securities Analyst

TL;DR: Small executive sale of performance-vested shares via broker; not likely material to company valuation.

The filing documents a planned disposition of 5,298 common shares valued at $759,097.44, executed through Morgan Stanley Smith Barney. These shares were acquired as performance stock units on 04/21/2025 and are to be sold around 09/17/2025. Relative to 56.7 million shares outstanding, the proposed sale represents a de minimis ownership change and is unlikely to meaningfully affect market supply or company capitalization. The disclosure of prior 10b5-1 sales by Mandy Fields (55,692 shares for $7.59 million) provides context that this seller has previously used trading plans to monetize equity.

Corporate Governance Expert

TL;DR: Transaction appears routine and consistent with executive compensation monetization and 10b5-1 compliance practices.

The securities were issued as performance stock units and the filing includes the standard attestation regarding material non-public information and reference to Rule 10b5-1 adoption or instructions. The involvement of a major broker and the presence of prior 10b5-1 sales suggest use of established trading channels and compliance measures. There is no indication in the notice of unusual timing, size, or related-party transfers that would raise governance concerns based on the provided data.

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	5298	759097.44	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	04/21/2025	Performance Stock Units	Issuer			5298	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

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
10b5-1 Sales for MANDY FIELDS 601 12th Street, 14th Floor Oakland CA 94607	Common	09/08/2025	55692	7589682.39

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

How many ELF shares are proposed for sale in this Form 144?

The notice reports a proposed sale of 5,298 common shares.

What is the aggregate market value of the shares proposed to be sold for ELF?

The aggregate market value is reported as $759,097.44.

When were the shares acquired and by what means according to the filing?

The shares were acquired on 04/21/2025 as Performance Stock Units from the issuer.

Which broker is handling the proposed sale of ELF shares?

The broker listed is Morgan Stanley Smith Barney LLC.

Does the filing disclose recent related sales of ELF shares?

Yes. It discloses 10b5-1 sales by Mandy Fields of 55,692 shares on 09/08/2025 for $7,589,682.39.