e.l.f. Beauty (ELF) insider sells shares to cover RSU tax obligations

Rhea-AI Filing Summary

e.l.f. Beauty, Inc. insider Scott Milsten reported an open-market sale of common stock that was tied to equity compensation. On the reported date, 4,162 shares of common stock were sold at $51.53 per share solely to satisfy tax and other government withholding obligations arising from the vesting of Restricted Stock Units (RSUs).

After the sale, Milsten directly owned 144,581 shares of common stock. He also indirectly held 22,761 shares through the Milsten/Conner Trust dated October 17, 2008, and his overall position included 65,508 RSUs. The transaction reflects a compensation-related tax event rather than a discretionary portfolio sale.

Insights

Equity compensation analyst

Sale is primarily a routine tax-withholding event.

The filing shows Scott Milsten sold 4,162 e.l.f. Beauty shares at $51.53 per share. A footnote explains this was done solely to meet tax or other government withholding obligations triggered by RSU vesting, not as a discretionary reduction in exposure.

Following the sale, Milsten still held 144,581 shares directly and 22,761 shares indirectly via a trust, alongside 65,508 RSUs. Given the relatively small sale versus the remaining equity position and its tax-driven nature, the filing looks like a routine administrative step rather than a thesis-changing signal for investors.

Insider Trade Summary

Net Seller: 4,162 shares ($214,468)

Net Sell 2 txns

Insider Milsten Scott

Role null

Sold 4,162 shs ($214K)

Type	Security	Shares	Price	Value
Sale	Common Stock, $0.01 par value	4,162	$51.53	$214K
holding	Common Stock, $0.01 par value	--	--	--

Holdings After Transaction: Common Stock, $0.01 par value — 144,581 shares (Direct, null); Common Stock, $0.01 par value — 22,761 shares (Indirect, By Milsten/Conner Trust dated October 17, 2008)

Footnotes (1)

1. The shares were sold solely to satisfy tax or other government withholding obligations in connection with the vesting of shares subject to Restricted Stock Units ("RSUs") of the Issuer. Includes 65,508 RSUs.

Key Figures

Shares sold: 4,162 shares Sale price per share: $51.53 per share Direct holdings after transaction: 144,581 shares +2 more

5 metrics

Shares sold 4,162 shares Open-market sale to satisfy tax/withholding obligations

Sale price per share $51.53 per share Price for the 4,162 shares sold

Direct holdings after transaction 144,581 shares Common stock directly owned after sale

Indirect holdings after transaction 22,761 shares Held via Milsten/Conner Trust dated October 17, 2008

Restricted Stock Units 65,508 RSUs RSUs included in Milsten’s equity position

Key Terms

Restricted Stock Units, withholding obligations, indirect, open-market sale, +1 more

5 terms

Restricted Stock Units financial

"in connection with the vesting of shares subject to Restricted Stock Units ("RSUs") of the Issuer"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

withholding obligations financial

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

indirect financial

"ownership_type": "indirect""

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Common Stock, $0.01 par value financial

"security_title": "Common Stock, $0.01 par value""

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Form 4 Insider Transactions: What Each Field Means →

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^*

Milsten Scott

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value	06/09/2026		S(1)		4,162	D	$51.53	144,581(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

Explanation of Responses:

1. The shares were sold solely to satisfy tax or other government withholding obligations in connection with the vesting of shares subject to Restricted Stock Units ("RSUs") of the Issuer.

2. Includes 65,508 RSUs.

Remarks:

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

	/s/ Scott K. Milsten	06/11/2026
	** 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)

FAQ

What insider transaction did Scott Milsten report for e.l.f. Beauty (ELF)?

Scott Milsten reported selling 4,162 shares of e.l.f. Beauty common stock at $51.53 per share. According to the filing, this sale was tied to tax and government withholding obligations triggered by the vesting of Restricted Stock Units (RSUs), rather than a discretionary portfolio move.

Why did the e.l.f. Beauty (ELF) insider sell 4,162 shares?

The 4,162 shares were sold solely to satisfy tax and other government withholding obligations associated with vesting RSUs. The filing’s footnote clarifies this was a compensation-related tax event, not an elective sale intended to change overall exposure to e.l.f. Beauty stock.

How many e.l.f. Beauty (ELF) shares does Scott Milsten hold after this Form 4?

After the reported sale, Scott Milsten directly owned 144,581 shares of e.l.f. Beauty common stock. He also indirectly held 22,761 shares through the Milsten/Conner Trust dated October 17, 2008, and his overall equity position included 65,508 Restricted Stock Units (RSUs).

What role do RSUs play in this e.l.f. Beauty (ELF) insider transaction?

The sale was triggered by the vesting of Restricted Stock Units (RSUs). When RSUs vest, taxes and withholding obligations arise, and Milsten sold 4,162 shares to cover these amounts. The filing notes his remaining position still includes 65,508 RSUs after the vesting event.

Is the e.l.f. Beauty (ELF) insider sale a routine tax event?

Yes. The Form 4 states the 4,162-share sale was executed solely to satisfy tax or other government withholding obligations from RSU vesting. Such transactions are common with equity compensation programs and typically reflect administrative requirements rather than a change in investment outlook.

What indirect holdings does Scott Milsten report in e.l.f. Beauty (ELF)?

In addition to his direct holdings, Scott Milsten reports 22,761 e.l.f. Beauty shares held indirectly through the Milsten/Conner Trust dated October 17, 2008. This trust-based ownership is disclosed as indirect, separate from his directly held common stock position.