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

Securities Analyst

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.

Corporate Governance Expert

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.

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)
09/10/2025

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	09/10/2025		M(1)		17,281	A	$17	134,687(3)	D
Common Stock, $0.01 par value	09/10/2025		M(1)		33,300	A	$26.84	167,987(3)	D
Common Stock, $0.01 par value	09/10/2025		S(1)		5,476	D	$132.5408(2)	162,511(3)	D
Common Stock, $0.01 par value	09/10/2025		S(1)		8,927	D	$133.4759(4)	153,584(3)	D
Common Stock, $0.01 par value	09/10/2025		S(1)		30,218	D	$134.5761(5)	123,366(3)	D
Common Stock, $0.01 par value	09/10/2025		S(1)		6,753	D	$135.3566(6)	116,613(3)	D
Common Stock, $0.01 par value	09/10/2025		S(1)		1,101	D	$136.5206(7)	115,112(3)	D
Common Stock, $0.01 par value	09/10/2025		S(1)		1,006	D	$137.9607(8)	114,506(3)	D
Common Stock, $0.01 par value	09/10/2025		S(1)		2,100	D	$139.001(9)	112,406(3)	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) (Common Stock)	$17	09/10/2025		M(1)			17,281	09/21/2021	09/21/2026	Common Stock	17,281	$0	0	D
Stock Option (Right to Buy)	$26.84	09/10/2025		M(1)			33,300	(10)	02/14/2027	Common Stock	33,300	$0	15,000	D

Explanation of Responses:

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

2. 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.

3. Includes 46,855 restricted stock units.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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

Who filed the Form 4 for ELF?

The Form 4 was filed by Scott K. Milsten, Senior Vice President, General Counsel, Corporate Secretary & Chief People Officer of e.l.f. Beauty, Inc.

Were the trades executed under a 10b5-1 plan?

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

How many shares were sold and at what approximate prices?

The filing reports 55,581 shares sold on 09/10/2025 in multiple trades with weighted-average prices reported across ranges from about $131.99 to $139.10 depending on the tranche.

What ownership does Mr. Milsten hold after these transactions?

Following the reported transactions he beneficially owns 112,406 shares directly and 22,761 shares indirectly through the Milsten/Conner Trust dated October 17, 2008.

Did the filing disclose option grants or exercisable options?

Yes. The filing shows acquisition of stock option rights for 17,281 shares at a $17 exercise price and 33,300 shares at $26.84, with vesting conditions explained for the latter tranche.