e.l.f. Beauty CFO Reports Multiple 09/08/2025 Stock Sales; 47,398 RSUs Remain

Rhea-AI Filing Summary

Mandy J. Fields, Senior Vice President and Chief Financial Officer of e.l.f. Beauty, Inc. (ELF), reported multiple sales of company common stock executed on 09/08/2025 under a 10b5-1 trading plan adopted June 9, 2025. The Form 4 shows seven sale tranches ranging from 5,001 to 11,586 shares with weighted-average prices reported between $133.7686 and $139.4482, reflecting execution price ranges disclosed in footnotes. Following each reported sale tranche the filing lists remaining beneficial ownership amounts of 111,743; 100,157; 91,270; 82,170; 75,869; 69,155; and 64,154 shares respectively. The filing also discloses that the total holdings include 47,398 restricted stock units. The transactions were signed by an attorney-in-fact on 09/10/2025.

Positive

• Sales executed under a documented 10b5-1 trading plan, adopted June 9, 2025, which provides an affirmative defense and procedural transparency
• Filing discloses execution price ranges and offers to provide trade-level detail on request, supporting transparency

Negative

• Material insider share dispositions on 09/08/2025 across seven tranches reducing beneficial ownership to as low as 64,154 shares
• Cumulative sales represent notable liquidity by the CFO, which may be interpreted by some investors as decreased insider equity exposure

Insights

Financial Analyst

TL;DR: CFO executed staged stock sales under a 10b5-1 plan, reducing holdings while disclosing precise weighted-average sale prices.

The Form 4 documents methodical disposition of common shares across seven tranches on a single trading date using a pre-established 10b5-1 plan, which generally mitigates insider trading concerns by providing an affirmative defense. The reported weighted-average prices range roughly from $133.77 to $139.45, and share counts sold per tranche are material for an individual insider: 5,001 to 11,586 shares. The filing confirms the insider still retains tens of thousands of shares, including 47,398 restricted stock units, indicating ongoing equity exposure. For investors, these sales are factual disclosures of liquidity events rather than company performance statements.

Corporate Governance Expert

TL;DR: Transactions follow a documented trading plan, reducing governance concern but worth noting for insider ownership trends.

The reporting person used a 10b5-1 plan adopted June 9, 2025, and included detailed execution-price ranges and an undertaking to provide trade-level granularity on request, which supports transparency and procedural compliance. Multiple tranches executed on 09/08/2025 reduced beneficial ownership incrementally to the amounts disclosed. While compliant filings like this typically lessen regulatory risk, the cumulative reduction in shares held by a senior executive is a relevant governance datapoint for stakeholders monitoring insider alignment with shareholder interests.

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^*

FIELDS MANDY J

(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)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

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	09/08/2025		S(1)		8,103	D	$133.7686(2)	111,743(3)	D
Common Stock, $0.01 par value	09/08/2025		S(1)		11,586	D	$134.4588(4)	100,157(3)	D
Common Stock, $0.01 par value	09/08/2025		S(1)		8,887	D	$135.6161(5)	91,270(3)	D
Common Stock, $0.01 par value	09/08/2025		S(1)		9,100	D	$136.7847(6)	82,170(3)	D
Common Stock, $0.01 par value	09/08/2025		S(1)		6,301	D	$137.848(7)	75,869(3)	D
Common Stock, $0.01 par value	09/08/2025		S(1)		6,714	D	$138.8132(8)	69,155(3)	D
Common Stock, $0.01 par value	09/08/2025		S(1)		5,001	D	$139.4482(9)	64,154(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 9, 2025.

2. The transaction was executed in multiple trades in prices ranging from $133.14 to $134.12, 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 47,398 restricted stock units.

4. The transaction was executed in multiple trades in prices ranging from $134.15 to $135.14, 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 $135.16 to $136.15, 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 $136.16 to $137.155, 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 $137.16 to $138.15, 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 $138.16 to $139.15, 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 $139.16 to $139.81, 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.

Remarks:

Senior Vice President and Chief Financial Officer

	/s/ Scott Milsten, Attorney-in-Fact for Mandy J. Fields	09/10/2025
	** 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 did Mandy J. Fields (ELF) report on Form 4 dated 09/10/2025?

The filing reports multiple open-market sales executed on 09/08/2025 under a 10b5-1 plan, with weighted-average prices between $133.7686 and $139.4482 and incremental remaining holdings disclosed.

Were the insider transactions for ELF part of a pre-established plan?

Yes. The transactions were executed pursuant to a 10b5-1 trading plan adopted on June 9, 2025 as disclosed in the Form 4.

How many restricted stock units does the reporting person hold according to the filing?

The Form 4 states that the reporting person’s holdings include 47,398 restricted stock units.

What price ranges were reported for the ELF sales on 09/08/2025?

Footnotes disclose execution price ranges across tranches roughly from $133.14 to $139.81, with weighted-average prices reported per tranche between $133.7686 and $139.4482.

Who signed the Form 4 for Mandy J. Fields?

The Form 4 was signed by Scott Milsten, Attorney-in-Fact for Mandy J. Fields on 09/10/2025.