ELF insider Scott Milsten: 10b5-1 trades, options acquired and share sales
Rhea-AI Filing Summary
Scott K. Milsten, Senior Vice President, General Counsel, Corporate Secretary & Chief People Officer of e.l.f. Beauty, Inc. (ELF), reported multiple transactions executed on 09/10/2025 pursuant to a 10b5-1 trading plan adopted June 11, 2025. The filing shows acquisitions of 17,281 and 33,300 stock options (exercise prices $17 and $26.84) and a series of open-market sales totaling 55,581 common shares at weighted-average prices in price bands from about $132.00 to $139.10. Following the reported activity, the reporting person beneficially owns 112,406 shares directly and 22,761 shares indirectly through the Milsten/Conner Trust dated October 17, 2008. The filing is signed by Mr. Milsten on 09/12/2025.
Positive
- Transactions executed under a 10b5-1 plan, indicating pre-specified trading that helps reduce questions about insider timing
- Detailed footnotes and price ranges provided, improving transparency about how sales were executed
- Substantial continuing ownership: 112,406 shares directly and 22,761 indirectly via trust, showing alignment with shareholders
Negative
- Net open-market sales of 55,581 shares on the reported date, representing a material disposition of insider holdings
- Several sales at prices above $130 reduced direct holdings from prior higher counts shown earlier in the table
Insights
TL;DR: Insider executed a structured 10b5-1 plan with notable option acquisitions and net share sales, leaving meaningful direct and trust holdings.
The transactions appear managed under a pre-existing 10b5-1 plan, which typically mitigates timing concerns about insider trading. The reporting shows acquisition of two option tranches (17,281 and 33,300) and multiple open-market sales aggregating 55,581 shares executed across several price ranges. Post-transaction direct beneficial ownership of 112,406 shares plus 22,761 held indirectly via trust maintains a material personal stake in ELF, indicating continued alignment with shareholders while liquidating a portion of holdings under a plan.
TL;DR: Transactions follow a documented trading plan and include option activity; governance disclosure appears complete and timely.
The filer checked the 10b5-1 box and provided footnotes explaining weighted-average prices and trade ranges, plus the trust disclosure for indirect ownership. The form is signed and dated, and vesting conditions for the larger option tranche are disclosed. From a governance perspective, the filing includes the required explanatory detail and preserves transparency about the nature of the trades and continuing service-based vesting conditions.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Stock Option (Right to Buy) (Common Stock) | 17,281 | $0.00 | -- |
| Exercise | Stock Option (Right to Buy) | 33,300 | $0.00 | -- |
| Exercise | Common Stock, $0.01 par value | 17,281 | $17.00 | $294K |
| Exercise | Common Stock, $0.01 par value | 33,300 | $26.84 | $894K |
| Sale | Common Stock, $0.01 par value | 5,476 | $132.5408 | $726K |
| Sale | Common Stock, $0.01 par value | 8,927 | $133.4759 | $1.19M |
| Sale | Common Stock, $0.01 par value | 30,218 | $134.5761 | $4.07M |
| Sale | Common Stock, $0.01 par value | 6,753 | $135.3566 | $914K |
| Sale | Common Stock, $0.01 par value | 1,101 | $136.5206 | $150K |
| Sale | Common Stock, $0.01 par value | 1,006 | $137.9607 | $139K |
| Sale | Common Stock, $0.01 par value | 2,100 | $139.001 | $292K |
| holding | Common Stock, $0.01 par value | -- | -- | -- |
Footnotes (1)
- Transaction made pursuant to a 10b5-1 trading plan adopted by the Reporting Person on June 11, 2025. The transaction was executed in multiple trades in prices ranging from $131.99 to $132.92, 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. Includes 46,855 restricted stock units. The transaction was executed in multiple trades in prices ranging from $133.00 to $133.99, 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. The transaction was executed in multiple trades in prices ranging from $134.04 to $135.03, 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. The transaction was executed in multiple trades in prices ranging from $135.04 to $136.02, 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. The transaction was executed in multiple trades in prices ranging from $136.10 to $136.86, 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. The transaction was executed in multiple trades in prices ranging from $137.40 to $138.34, 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. The transaction was executed in multiple trades in prices ranging from $138.51 to $139.10, 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. 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.
