e.l.f. Beauty SVP executes 10b5-1 plan: option exercise and sale disclosed

Rhea-AI Filing Summary

Insider transaction summary for e.l.f. Beauty, Inc. (ELF): Senior Vice President and General Counsel Scott Milsten executed a planned set of transactions on 09/12/2025 under a 10b5-1 trading plan adopted June 11, 2025. He exercised 15,000 stock options at an exercise price of $26.84 per share and immediately sold 15,000 common shares in multiple trades at a weighted average sale price of $140.2843 per share. After these transactions he beneficially owned 127,406 shares (including 46,855 restricted stock units) and reported an indirect holding of 22,761 shares through the Milsten/Conner Trust dated October 17, 2008.

Positive

• Transaction executed under a 10b5-1 trading plan, providing procedural compliance and clarity about timing
• Substantial continued ownership: 127,406 shares including 46,855 restricted stock units, indicating ongoing insider stake
• Disclosure provides price range details and offers to supply per-trade quantities on request, enhancing transparency

Negative

• Sale of 15,000 shares by a senior executive on 09/12/2025, representing an insider disposition
• Immediate sale following option exercise could be viewed as dilution of insider-held options into marketable shares

Insights

Financial Analyst

TL;DR: Insider exercised options and sold shares under a pre-established 10b5-1 plan; post-transaction holdings remain material.

The execution shows a routine exercise-to-sale sequence: 15,000 options were exercised at $26.84 and the same number of shares were sold at a weighted average of $140.2843, consistent with a liquidity or diversification action rather than a one-off block sale. The filing discloses substantial continuing ownership: 127,406 shares including 46,855 RSUs, plus 22,761 shares held indirectly via trust. For investors, this is a material insider disposition but performed under a documented trading plan.

Corporate Governance Expert

TL;DR: Transactions comply with a 10b5-1 plan and are transparently disclosed; indirect holdings and RSUs are reported.

The report specifies the 10b5-1 plan adoption date and provides customary footnote detail on sale price ranges and provision to furnish per-trade data on request, which supports procedural compliance. It also discloses an indirect trust holding and the holder's executive titles. These elements meet disclosure expectations and allow stakeholders to assess timing and intent based on documented plan parameters.

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
Estimated average burden
hours per response:			0.5

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

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Milsten Scott

(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
	Officer (give title below)	X	Other (specify below)
			See remarks

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

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	09/12/2025		M(1)		15,000	A	$26.84	127,406(2)	D
Common Stock, $0.01 par value	09/12/2025		S(1)		15,000	D	$140.2843(3)	112,406(2)	D
Common Stock, $0.01 par value								22,761	I	By Milsten/Conner Trust dated October 17, 2008

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
Stock Option (Right to Buy)	$26.84	09/12/2025		M(1)			15,000	(4)	02/14/2027	Common Stock	15,000	$0	0	D

Explanation of Responses:

1. Transaction made pursuant to a 10b5-1 trading plan adopted by the Reporting Person on June 11, 2025.

2. Includes 46,855 restricted stock units.

3. The transaction was executed in multiple trades in prices ranging from $140.00 to $140.80, 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.

4. The option shall vest and become exercisable in three equal tranches on the the thirtieth consecutive trading day that the per share closing trading price of the Issuer's common stock equals or exceeds certain successively higher share price targets, subject to the Reporting Person continuing to provide services to the Issuer as an employee, consultant, director or officer of the Company through the applicable vesting date.

Remarks:

Senior Vice President, General Counsel, Corporate Secretary & Chief People Officer

	/s/ Scott K. Milsten	09/12/2025
	** 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 transactions did Scott Milsten report on the Form 4 for ELF?

He exercised 15,000 options at $26.84 and sold 15,000 common shares at a weighted average price of $140.2843 on 09/12/2025.

Were the transactions part of a pre-established trading plan?

Yes. The transactions were made pursuant to a 10b5-1 trading plan adopted on June 11, 2025.

How many shares does Milsten beneficially own after the reported transactions?

127,406 shares beneficially owned following the transactions, which includes 46,855 restricted stock units.

Is there any indirect ownership disclosed?

Yes. The filing reports 22,761 shares indirectly held through the Milsten/Conner Trust dated October 17, 2008.

What price range were the sales executed at?

Sales were executed in multiple trades in prices ranging from $140.00 to $140.80; the form reports a weighted average of $140.2843.