e.l.f. Beauty CFO Reports 5,298-Share Sale; 47,398 RSUs Remain

Rhea-AI Filing Summary

Insider sale by e.l.f. Beauty CFO reported on Form 4. Mandy J. Fields, Senior Vice President and Chief Financial Officer, reported the sale of 5,298 shares of e.l.f. Beauty, Inc. (ELF) on 09/17/2025 under a pre-established 10b5-1 trading plan adopted June 9, 2025. The reported weighted-average sale price was $150.2073, with executed trade prices ranging from $150.00 to $150.37. Following the sale, Ms. Fields beneficially owns 58,856 shares, which includes 47,398 restricted stock units. The filing was signed by an attorney-in-fact on 09/18/2025.

Positive

• Transaction executed under a documented 10b5-1 trading plan, adopted June 9, 2025
• Filing discloses execution price range and weighted-average sale price, with willingness to provide per-trade details on request

Negative

• Insider sale of 5,298 shares by the CFO on 09/17/2025
• Large portion of remaining beneficial ownership consists of restricted stock units (47,398 RSUs), indicating many shares are subject to restrictions

Insights

Financial Analyst

TL;DR: CFO sold a modest number of shares under a 10b5-1 plan; remaining holdings include a large RSU component.

The filing shows a systematic sale of 5,298 common shares executed on 09/17/2025 under a 10b5-1 plan, producing a weighted-average price of $150.2073. The reporting person retains 58,856 beneficial shares, of which 47,398 are restricted stock units, indicating a sizable portion of holdings remains subject to vesting or restrictions. The use of a 10b5-1 plan suggests the trades were pre-planned rather than opportunistic. For investors, this is a routine insider liquidity event rather than a signal of a change in corporate performance, based solely on the information disclosed.

Corporate Governance Expert

TL;DR: Transaction appears compliant and documented; disclosure includes 10b5-1 adoption and price range transparency.

The Form 4 discloses the adoption date of the 10b5-1 plan and provides a weighted-average price plus the execution price range, with an undertaking to supply per-trade details on request. The report was executed via attorney-in-fact, and the filer identified her role as Senior Vice President and CFO. These elements align with standard disclosure expectations for insider transactions and enhance transparency for regulators and shareholders.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FIELDS MANDY J

(Last) (First) (Middle)

C/O E.L.F. BEAUTY, INC.

570 10TH STREET

(Street)

OAKLAND CA 94607

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
e.l.f. Beauty, Inc. [ ELF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value	09/17/2025		S(1)		5,298	D	$150.2073(2)	58,856(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Transaction made pursuant to a 10b5-1 trading plan adopted by the Reporting Person on June 9, 2025.

2. The transaction was executed in multiple trades in prices ranging from $150.00 to $150.37, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

3. Includes 47,398 restricted stock units.

Remarks:

Senior Vice President and Chief Financial Officer

	/s/ Scott Milsten, Attorney-in-Fact for Mandy J. Fields	09/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Mandy J. Fields report on the Form 4 for ELF?

The filing reports a sale of 5,298 shares of e.l.f. Beauty (ELF) on 09/17/2025 under a 10b5-1 plan, with a weighted-average sale price of $150.2073.

Was the sale part of a pre-arranged plan?

Yes. The Form 4 states the transaction was made pursuant to a 10b5-1 trading plan adopted on June 9, 2025.

How many shares does the reporting person beneficially own after the sale?

Following the transaction, Mandy J. Fields beneficially owns 58,856 shares, which includes 47,398 restricted stock units.

What price range were the shares sold at?

The trades were executed at prices ranging from $150.00 to $150.37; the form reports the weighted-average price as $150.2073.

Who signed the Form 4?

The Form 4 was signed by Scott Milsten, Attorney-in-Fact for Mandy J. Fields on 09/18/2025.