Was the e.l.f. Beauty (ELF) share sale by Scott Milsten a discretionary trade?

The filing indicates the 8,512-share sale was not discretionary. Footnotes specify the shares were sold solely to cover tax and other government withholding obligations associated with the vesting of previously granted Restricted Stock Units, a common administrative transaction.

Insider at e.l.f. Beauty (NYSE: ELF) gets RSUs, sells shares for taxes

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

e.l.f. Beauty, Inc. insider Scott Milsten reported routine equity compensation activity and related tax sales. On June 3, he received 42,315 shares of common stock as a grant, structured as Restricted Stock Units that vest in four equal annual installments, subject to continued service.

On June 4, Milsten sold 8,512 shares at $51.94 per share to satisfy tax and other government withholding obligations tied to RSU vesting, rather than as a discretionary open-market sale. Following these transactions, he directly held 148,743 shares, which include 65,508 RSUs, and indirectly held 22,761 shares through the Milsten/Conner Trust.

Insider Trade Summary

Net Seller: 8,512 shares ($442,113)

Net Sell 3 txns

Insider Milsten Scott

Role null

Sold 8,512 shs ($442K)

Type	Security	Shares	Price	Value
Sale	Common Stock, $0.01 par value	8,512	$51.94	$442K
Grant/Award	Common Stock, $0.01 par value	42,315	$0.00	--
holding	Common Stock, $0.01 par value	--	--	--

Holdings After Transaction: Common Stock, $0.01 par value — 148,743 shares (Direct, null); Common Stock, $0.01 par value — 22,761 shares (Indirect, By Milsten/Conner Trust dated October 17, 2008)

Footnotes (1)

Reflects Restricted Stock Units ("RSUs") that vest in four equal annual installments subject to continued service and does not include Performance Stock Units that vest based upon performance metrics, which are expected to be reported upon achievement. The shares were sold solely to satisfy tax or other government withholding obligations in connection with the vesting of shares subject to RSUs of the Issuer. Includes 65,508 RSUs.

Key Figures

Shares sold for taxes: 8,512 shares Sale price: $51.94 per share RSU grant: 42,315 shares +3 more

6 metrics

Shares sold for taxes 8,512 shares Open-market sale on June 4, 2026 to satisfy withholding

Sale price $51.94 per share Price for 8,512 shares sold on June 4, 2026

RSU grant 42,315 shares Grant on June 3, 2026, vests in four annual installments

Direct holdings after transactions 148,743 shares Direct ownership following June 2026 transactions

Indirect trust holdings 22,761 shares Held by Milsten/Conner Trust as of June 3, 2026

RSUs included in holdings 65,508 RSUs Part of Milsten’s direct position after transactions

Key Terms

Restricted Stock Units ("RSUs"), Performance Stock Units, withholding obligations

3 terms

Restricted Stock Units ("RSUs") financial

"Reflects Restricted Stock Units ("RSUs") that vest in four equal annual installments"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Performance Stock Units financial

"does not include Performance Stock Units that vest based upon performance metrics"

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

withholding obligations financial

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

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Form 4 Insider Transactions: What Each Field Means →

06/05/2026 - 04:06 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^*

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)
06/03/2026

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	06/03/2026		A⁽¹⁾		42,315	A	$0	157,255	D
Common Stock, $0.01 par value	06/04/2026		S⁽²⁾		8,512	D	$51.94	148,743⁽³⁾	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)
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. Reflects Restricted Stock Units ("RSUs") that vest in four equal annual installments subject to continued service and does not include Performance Stock Units that vest based upon performance metrics, which are expected to be reported upon achievement.

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

3. Includes 65,508 RSUs.

Remarks:

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

	/s/ Scott K. Milsten	06/05/2026
	** 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 did Scott Milsten report in this e.l.f. Beauty (ELF) Form 4?

Scott Milsten reported a stock grant and a related tax sale. He received 42,315 Restricted Stock Units and sold 8,512 shares mainly to cover tax withholding from RSU vesting, while maintaining a sizable remaining ownership stake.

How many e.l.f. Beauty (ELF) shares did Scott Milsten sell and at what price?

Scott Milsten sold 8,512 e.l.f. Beauty shares at $51.94 per share. According to the footnotes, this sale was executed solely to satisfy tax and other government withholding obligations triggered by the vesting of Restricted Stock Units.

What equity award did Scott Milsten receive from e.l.f. Beauty (ELF)?

Scott Milsten received a grant of 42,315 shares in the form of Restricted Stock Units. These RSUs vest in four equal annual installments, contingent on his continued service, providing a multi-year alignment with the company’s performance and retention goals.

How many e.l.f. Beauty (ELF) shares does Scott Milsten own after these transactions?

After the reported transactions, Scott Milsten directly holds 148,743 shares of e.l.f. Beauty, including 65,508 RSUs. He also indirectly holds 22,761 additional shares through the Milsten/Conner Trust dated October 17, 2008, as disclosed in the filing.

How do Scott Milsten’s RSUs in e.l.f. Beauty (ELF) vest over time?

Milsten’s Restricted Stock Units vest in four equal annual installments. Vesting is subject to his continued service with e.l.f. Beauty, meaning he receives one-quarter of the RSUs each year over four years, aligning compensation with longer-term employment and company performance.