e.l.f. Beauty (ELF) Form 144 Notifies 15,000-Share Sale via Morgan Stanley

Rhea-AI Filing Summary

Form 144 notice for e.l.f. Beauty, Inc. (ELF) reports a proposed sale of 15,000 common shares through Morgan Stanley Smith Barney LLC, with an aggregate market value of $2,071,050.00. The filing shows approximately 56,734,903 shares outstanding and an approximate sale date of 09/12/2025 on the NYSE. The securities were acquired and paid for on 09/12/2025 by exercise of stock options from the issuer, with payment in cash. The filing also discloses a 10b5-1 sale by Scott Kenneth Milsten of 55,581 shares on 09/10/2025 generating gross proceeds of $7,479,016.63. The form includes the standard representation that the seller does not possess undisclosed material adverse information and cautions about criminal penalties for false statements.

Positive

• Clear compliance disclosure of a Rule 144 notice with broker, share count, market value, and sale date provided
• Transaction funded by exercise of stock options with cash payment on the same date, indicating clean transfer mechanics

Negative

• Insider selling activity includes a recent 10b5-1 sale of 55,581 shares generating $7,479,016.63, which may prompt investor questions despite being routine

Insights

Securities Compliance Analyst

TL;DR: Routine insider sale following option exercise; disclosure aligns with Rule 144 and includes a recent 10b5-1 sale.

The filing documents a standard Rule 144 notice for the proposed sale of 15,000 shares by an insider who exercised stock options on the same date and paid in cash. The use of Morgan Stanley Smith Barney LLC as broker and the inclusion of a recent 10b5-1 sale for 55,581 shares indicate the transactions were executed through established channels and planned execution in proximity to the exercise. The representation regarding lack of undisclosed material information is present as required. No regulatory exceptions or disclaimers beyond the usual certifications are stated.

Equity Research Analyst

TL;DR: Insider sale size is small relative to outstanding shares and appears informationally routine.

The proposed 15,000-share sale equals about 0.026% of the reported 56.7 million shares outstanding, suggesting limited direct dilution or supply impact. The aggregate market value reported is $2.07 million. A proximate 10b5-1 sale on 09/10/2025 of 55,581 shares produced $7.48 million in gross proceeds, reflecting more sizable executed sales earlier in the same period. From a market-impact perspective, these disclosures are typically viewed as liquidity events by insiders rather than signals of company-specific problems; however, the filing does not provide any context beyond transaction mechanics.

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	2071050.00	56734903	09/12/2025	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	09/12/2025	Exercise of Stock Options	Issuer			15000	09/12/2025	Cash

* 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	09/10/2025	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 the Form 144 filing for ELF report?

The filing reports a proposed sale of 15,000 common shares of e.l.f. Beauty (ELF) with an aggregate market value of $2,071,050.00 and an approximate sale date of 09/12/2025.

How were the 15,000 ELF shares acquired?

The filing states the shares were acquired on 09/12/2025 by exercise of stock options from the issuer and paid for in cash on that date.

Who is the broker handling the proposed ELF sale?

The broker listed is Morgan Stanley Smith Barney LLC Executive Financial Services, 1 New York Plaza, 8th Floor, New York, NY and the sale is to occur on the NYSE.

Has the insider recently sold other ELF shares?

Yes. A 10b5-1 sale by Scott Kenneth Milsten on 09/10/2025 sold 55,581 shares for gross proceeds of $7,479,016.63.

What representation does the filer make about material information?

The person for whose account the securities are to be sold represents they do not know any undisclosed material adverse information about the issuer, as required by the form.