Were the e.l.f. Beauty (ELF) insider share sales discretionary or for tax withholding?

The filing states the 23,535 shares sold were used solely to satisfy tax and other government withholding obligations. These obligations arose from the vesting of performance-based restricted stock units, indicating the sale was tied to compensation-related tax requirements rather than ordinary portfolio rebalancing.

e.l.f. Beauty SVP nets PSU award, sells for taxes

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Filing Sentiment

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Form Type

Rhea-AI Filing Summary

e.l.f. Beauty, Inc. SVP of Operations Joshua Allen Franks reported compensation-related stock activity. On April 24, 2026, he acquired 42,237 shares of common stock at $0.00 per share from performance-based restricted stock units granted June 1, 2023, after the Compensation Committee certified the performance conditions.

On April 27, 2026, 23,535 shares of common stock were sold at $63.66 per share, with the footnote stating the sale was made solely to satisfy tax and other government withholding obligations related to the PSU vesting. After these transactions, he directly owned 118,071 shares, which the filing notes include 47,398 restricted stock units.

Insider Trade Summary

Net Seller: 23,535 shares

Net Sell 2 txns

Insider Franks Joshua Allen

Role SVP, Operations

Sold 23,535 shs ($1.50M)

Type	Security	Shares	Price	Value
Sale	Common Stock, $0.01 par value	23,535	$63.66	$1.50M
Grant/Award	Common Stock, $0.01 par value	42,237	$0.00	$0.00

Holdings After Transaction: Common Stock, $0.01 par value — 118,071 shares (Direct)

Footnotes (3)

F1. Represents performance-based restricted stock units ("PSUs") initially granted on June 1, 2023 that were subject to performance-based vesting conditions. The Compensation Committee certified the achievement of the performance-based vesting conditions for the PSUs on April 24, 2026.
F2. Includes 47,398 restricted stock units.
F3. The shares were sold solely to satisfy tax or other government withholding obligations in connection with the vesting of shares subject to PSUs of the Issuer.

Key Figures

Shares sold for taxes: 23,535 shares at $63.66 Performance-based award vested: 42,237 shares at $0.00 Post-transaction holdings: 118,071 shares +1 more

4 metrics

Shares sold for taxes 23,535 shares at $63.66 Common stock sale on April 27, 2026 to satisfy tax and withholding obligations

Performance-based award vested 42,237 shares at $0.00 PSUs granted June 1, 2023, certified and delivered on April 24, 2026

Post-transaction holdings 118,071 shares Direct ownership of e.l.f. Beauty common stock after reported transactions

Restricted stock units included 47,398 RSUs RSUs included within the total post-transaction share figure

Key Terms

performance-based restricted stock units, PSUs, Compensation Committee, withholding obligations

4 terms

performance-based restricted stock units financial

"Represents performance-based restricted stock units ("PSUs") initially granted on June 1, 2023"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

PSUs financial

"Represents performance-based restricted stock units ("PSUs") initially granted on June 1, 2023"

PSUs are company shares promised to employees or executives that only become actual stock if the business hits specific performance targets over a set period. For investors, PSUs matter because they link pay to measurable outcomes — similar to a conditional bonus that converts into ownership — which can influence management decisions, dilution of shares, and signals about confidence in future results.

Compensation Committee financial

"The Compensation Committee certified the achievement of the performance-based vesting conditions"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

withholding obligations financial

"sold solely to satisfy tax or other government withholding obligations in connection with the vesting"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did e.l.f. Beauty (ELF) SVP Joshua Allen Franks report?

He reported a stock award and a related tax sale. Franks received 42,237 shares from performance-based restricted stock units, then sold 23,535 shares at $63.66 each to cover tax and withholding obligations tied to that vesting event.

How many e.l.f. Beauty (ELF) shares did Joshua Allen Franks sell, and at what price?

He sold 23,535 shares of e.l.f. Beauty common stock at $63.66 per share. The filing explains these shares were sold solely to satisfy tax and other government withholding obligations arising from the vesting of performance-based restricted stock units.

What performance-based stock award did the e.l.f. Beauty (ELF) SVP receive?

He acquired 42,237 shares from performance-based restricted stock units initially granted June 1, 2023. The Compensation Committee certified that the performance-based vesting conditions were achieved on April 24, 2026, triggering the share delivery at no cash cost to him.

How many e.l.f. Beauty (ELF) shares does Joshua Allen Franks hold after these transactions?

Following the reported transactions, he directly owned 118,071 shares of e.l.f. Beauty common stock. A filing footnote specifies that this total includes 47,398 restricted stock units, which represent additional share-based awards that are not yet fully settled as common shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 04/28/2026 - 04:35 PM EDT

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).

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^*

Franks Joshua Allen

(Last)

(First)

(Middle)

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

601 12TH STREET, SUITE 1400

(Street)

OAKLAND

CALIFORNIA

94607

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)
	SVP, Operations

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/24/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.01 par value	04/24/2026		A		42,237⁽¹⁾	A	$0	141,606⁽²⁾	D
Common Stock, $0.01 par value	04/27/2026		S⁽³⁾		23,535	D	$63.66	118,071⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents performance-based restricted stock units ("PSUs") initially granted on June 1, 2023 that were subject to performance-based vesting conditions. The Compensation Committee certified the achievement of the performance-based vesting conditions for the PSUs on April 24, 2026.

2. Includes 47,398 restricted stock units.

3. The shares were sold solely to satisfy tax or other government withholding obligations in connection with the vesting of shares subject to PSUs of the Issuer.

	/s/ Scott K. Milsten, Attorney-in-fact for Joshua Allen Franks	04/28/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR