e.l.f. Beauty (NYSE: ELF) officer gets PSU shares, sells stock for taxes

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

e.l.f. Beauty, Inc. officer Kory Marchisotto reported a mix of equity compensation and related share sales. On April 24, 2026, Marchisotto acquired 42,237 shares of common stock at $0.00 per share through a grant tied to performance-based restricted stock units whose vesting conditions were certified by the Compensation Committee.

On April 27, 2026, 23,796 shares of common stock were sold at an average price of $63.66 per share solely to satisfy tax or other government withholding obligations arising from the PSU vesting, according to the footnotes. After these transactions, Marchisotto directly holds 152,417 shares of common stock, which includes 47,398 restricted stock units.

Insider Trade Summary

Net Seller: 23,796 shares ($1,514,853)

Net Sell 2 txns

Insider MARCHISOTTO KORY

Role See Remarks

Sold 23,796 shs ($1.51M)

Type	Security	Shares	Price	Value
Sale	Common Stock, $0.01 par value	23,796	$63.66	$1.51M
Grant/Award	Common Stock, $0.01 par value	42,237	$0.00	--

Holdings After Transaction: Common Stock, $0.01 par value — 152,417 shares (Direct, null)

Footnotes (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. Includes 47,398 restricted stock units. 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: 23,796 shares Sale price: $63.66 per share Shares granted: 42,237 shares +3 more

6 metrics

Shares sold 23,796 shares Open-market sale on April 27, 2026 at $63.66 to cover taxes

Sale price $63.66 per share Average price for 23,796 shares sold on April 27, 2026

Shares granted 42,237 shares Grant from performance-based PSUs on April 24, 2026 at $0.00

Grant price $0.00 per share Compensation-related acquisition of 42,237 common shares

Post-transaction holdings 152,417 shares Total common shares directly held after transactions

Restricted stock units included 47,398 RSUs RSUs included within the 152,417 total shares held

Key Terms

performance-based restricted stock units, PSUs, restricted stock units, performance-based vesting conditions, +1 more

5 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

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

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.

restricted stock units financial

"Includes 47,398 restricted stock units."

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.

performance-based vesting conditions financial

"that were subject to performance-based vesting conditions."

tax or other government withholding obligations financial

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

Form 4 Insider Transactions: What Each Field Means →

04/28/2026 - 04:21 PM

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^*

MARCHISOTTO KORY

(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)
	See Remarks

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	176,213⁽²⁾	D
Common Stock, $0.01 par value	04/27/2026		S⁽³⁾		23,796	D	$63.66	152,417⁽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.

Remarks:

Senior Vice President, Chief Marketing Officer

	/s/ Scott Milsten, Attorney-in-Fact for Kory Marchisotto	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

FAQ

What insider transactions did e.l.f. Beauty (ELF) report for Kory Marchisotto?

Kory Marchisotto received a share grant and sold shares linked to taxes. She was awarded 42,237 shares from performance-based PSUs, then sold 23,796 shares at $63.66 solely to cover tax or government withholding obligations from the vesting.

How many e.l.f. Beauty (ELF) shares did Kory Marchisotto acquire in the latest Form 4?

She acquired 42,237 shares at $0.00 per share as a compensation grant. These shares relate to performance-based restricted stock units whose vesting conditions were certified by the Compensation Committee on April 24, 2026, turning the PSUs into common stock.

Why did Kory Marchisotto sell e.l.f. Beauty (ELF) shares on April 27, 2026?

She sold 23,796 shares at $63.66 per share solely to satisfy tax or other government withholding obligations. The sale was connected to the vesting of performance-based PSUs, according to the filing’s footnote, rather than a discretionary open-market liquidation.

What are Kory Marchisotto’s e.l.f. Beauty (ELF) holdings after these Form 4 transactions?

After the reported grant and tax-related sale, she directly holds 152,417 shares of e.l.f. Beauty common stock. This total includes 47,398 restricted stock units, indicating a substantial remaining equity position following the compensation-related activity.

What role did performance-based restricted stock units play in this e.l.f. Beauty (ELF) Form 4?

The award stems from PSUs initially granted June 1, 2023, subject to performance-based vesting. On April 24, 2026, the Compensation Committee certified achievement, triggering issuance of 42,237 shares and related tax withholding sales disclosed in the filing.