e.l.f. Beauty CCO reports planned sales of 1,304 shares at ~$135–138

Rhea-AI Filing Summary

Jennifer Catherine Hartnett, Chief Commercial Officer of e.l.f. Beauty, Inc. (ELF), reported planned sales of company common stock under a 10b5-1 trading plan adopted June 12, 2025. On 09/11/2025 she sold a total of 1,304 shares in three separate transactions at weighted-average prices of $134.77, $135.514, and $137.4966, respectively. Her reported beneficial ownership after the transactions declined from prior levels to 52,599 shares, which includes 50,024 restricted stock units. Each sale was executed in multiple trades within disclosed price ranges and the filer offered to provide trade-level detail on request.

Positive

• Sales were executed under a documented 10b5-1 trading plan, indicating pre-planned transactions rather than opportunistic trades
• Filing discloses price ranges and weighted-average prices and offers to provide tranche-level detail upon request
• Reporting person retains substantial beneficial ownership, including 50,024 restricted stock units

Negative

• Insider sold 1,304 shares on 09/11/2025, reducing direct beneficial ownership to 52,599 shares
• Sales occurred at prices between $134.36 and $138.00, which represent liquidity realized by an executive

Insights

Securities Analyst

TL;DR: Insider executed pre-planned sales under a 10b5-1 plan, reducing holdings modestly while retaining substantial RSU-based ownership.

The activity consists of three sell transactions totaling 1,304 shares on 09/11/2025 under a 10b5-1 plan adopted June 12, 2025, with weighted-average sale prices reported. Such programmed sales reduce the reporting person's direct holdings from the prior reported amounts to 52,599 shares, of which 50,024 are restricted stock units. Because the sales were pre-arranged and the filing discloses price ranges and willingness to provide tranche details, the trades appear procedural rather than event-driven. For investors, this is a disclosure of liquidity by an executive but contains no operational or financial results information.

Corporate Governance Expert

TL;DR: Transactions followed a documented 10b5-1 plan and were properly disclosed; the filing is routine governance compliance.

The Form 4 indicates the reporting person adopted a 10b5-1 trading plan on June 12, 2025 and executed multiple sales on 09/11/2025. The filing provides weighted-average prices and notes the executed price ranges, and the signature is by an attorney-in-fact, consistent with procedural filing practice. The inclusion of 50,024 restricted stock units in beneficial ownership is explicitly stated, clarifying the composition of holdings. From a governance perspective, this filing meets disclosure expectations for planned insider transactions.

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).

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^*

Hartnett Jennifer Catherine

(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)
	Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025

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	09/11/2025		S(1)		200	D	$134.77(2)	53,703(3)	D
Common Stock, $0.01 par value	09/11/2025		S(1)		500	D	$135.514(4)	53,203(3)	D
Common Stock, $0.01 par value	09/11/2025		S(1)		604	D	$137.4966(5)	52,599(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 12, 2025.

2. The transaction was executed in multiple trades in prices ranging from $134.36 to $135.18, 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 50,024 restricted stock units.

4. The transaction was executed in multiple trades in prices ranging from $135.37 to $135.72, 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 $137.06 to $138.00, 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.

	/s/ Scott K. Milsten, Attorney-in-Fact for Jennifer Catherine Hartnett	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.
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FAQ

What transactions did e.l.f. Beauty insider Jennifer Hartnett report on Form 4 (ELF)?

The Form 4 reports three sales on 09/11/2025 totaling 1,304 shares executed under a 10b5-1 plan at weighted-average prices of $134.77, $135.514, and $137.4966.

Was the insider selling part of a 10b5-1 trading plan?

Yes. The filing states the transactions were made pursuant to a 10b5-1 trading plan adopted June 12, 2025.

How many shares does Jennifer Hartnett beneficially own after these transactions?

The filing shows beneficial ownership of 52,599 shares following the reported sales, which includes 50,024 restricted stock units.

Does the Form 4 provide the exact execution prices for each trade?

The Form 4 provides weighted-average prices for each transaction and discloses the ranges of execution prices; the filer offers to provide the number of shares sold at each specific price upon request.

Who signed the Form 4 for the reporting person?

The Form 4 was signed by Scott K. Milsten, Attorney-in-Fact for Jennifer Catherine Hartnett on 09/12/2025.