Does the Form 4 indicate routine tax-related sales for ELF’s Jennifer Hartnett?

Yes. The filing notes the 20,829 shares sold on April 27, 2026 were disposed of solely to satisfy tax and other government withholding obligations associated with the PSU vesting, indicating a mechanistic, compensation-related transaction rather than a discretionary portfolio sale.

e.l.f. Beauty (NYSE: ELF) CCO nets PSU award, sells shares for taxes

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

e.l.f. Beauty, Inc. Chief Commercial Officer Jennifer Catherine Hartnett reported compensation-related stock activity. On April 24, 2026, she acquired 36,956 shares of common stock at $0.00 per share from performance-based restricted stock units initially granted on June 1, 2023, after the Compensation Committee certified the performance vesting conditions. This brought her direct holdings to 89,555 shares, including 50,024 restricted stock units. On April 27, 2026, she sold 20,829 shares of common stock at an average price of $63.66 per share solely to satisfy tax and other government withholding obligations related to the PSU vesting, leaving her with 68,726 shares held directly.

Insider Trade Summary

Net Seller: 20,829 shares ($1,325,974)

Net Sell 2 txns

Insider Hartnett Jennifer Catherine

Role Chief Commercial Officer

Sold 20,829 shs ($1.33M)

Type	Security	Shares	Price	Value
Sale	Common Stock, $0.01 par value	20,829	$63.66	$1.33M
Grant/Award	Common Stock, $0.01 par value	36,956	$0.00	--

Holdings After Transaction: Common Stock, $0.01 par value — 68,726 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 50,024 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 acquired via PSU vesting: 36,956 shares Shares sold for withholding: 20,829 shares Sale price: $63.66 per share +3 more

6 metrics

Shares acquired via PSU vesting 36,956 shares Award on April 24, 2026 at $0.00 per share

Shares sold for withholding 20,829 shares Open-market sale on April 27, 2026

Sale price $63.66 per share Average price for 20,829 shares sold

Holdings after award 89,555 shares Direct holdings following April 24, 2026 acquisition

Holdings after sale 68,726 shares Direct holdings following April 27, 2026 sale

Included restricted stock units 50,024 units Restricted stock units included in reported holdings

Key Terms

performance-based restricted stock units, PSUs, restricted stock units, 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

"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 50,024 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.

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 - 04:27 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^*

Hartnett Jennifer Catherine

(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)
	Chief Commercial Officer

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		36,956⁽¹⁾	A	$0	89,555⁽²⁾	D
Common Stock, $0.01 par value	04/27/2026		S⁽³⁾		20,829	D	$63.66	68,726⁽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 50,024 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 Jennifer Catherine Hartnett	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 ELF Chief Commercial Officer Jennifer Hartnett report?

Jennifer Hartnett reported a stock award and a sale. She received 36,956 shares from performance-based restricted stock units, then sold 20,829 shares to cover tax and withholding obligations tied to the vesting of those PSUs.

How many ELF shares did Jennifer Hartnett acquire through awards in this Form 4?

She acquired 36,956 shares of ELF common stock at $0.00 per share. These shares came from performance-based restricted stock units granted June 1, 2023, after the Compensation Committee certified achievement of required performance conditions on April 24, 2026.

At what price did Jennifer Hartnett sell ELF shares, and why?

She sold 20,829 ELF common shares at an average price of $63.66 per share. According to the filing, the sale was executed solely to satisfy tax and other government withholding obligations arising from the vesting of performance-based restricted stock units.

How many ELF shares does Jennifer Hartnett hold after these transactions?

Following the reported transactions, Jennifer Hartnett directly holds 68,726 ELF common shares. This figure reflects the vesting-related stock award and subsequent sale to cover withholding obligations, and includes previously disclosed restricted stock units noted in the filing footnotes.

What are performance-based restricted stock units (PSUs) mentioned in the ELF Form 4?

The PSUs are restricted stock units that vest only if performance goals are met. Hartnett’s PSUs were initially granted June 1, 2023, and vested after the Compensation Committee certified achievement of the performance-based vesting conditions on April 24, 2026, resulting in 36,956 shares.