STOCK TITAN

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

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

e.l.f. Beauty, Inc. insider Milsten Scott reported equity compensation activity and related tax sales. On April 24, 2026, Scott acquired 42,237 shares of common stock at $0.00 per share as a grant tied to performance-based restricted stock units whose vesting conditions were certified by the Compensation Committee. A separate entry shows 22,761 shares held indirectly through the Milsten/Conner Trust. On April 27, 2026, Scott sold 23,797 shares at $63.66 per share solely to satisfy tax and other government withholding obligations arising from the PSU vesting, and held 114,940 shares directly afterward, including restricted stock units.

Positive

  • None.

Negative

  • None.
Insider Milsten Scott
Role null
Sold 23,797 shs ($1.51M)
Type Security Shares Price Value
Sale Common Stock, $0.01 par value 23,797 $63.66 $1.51M
Grant/Award Common Stock, $0.01 par value 42,237 $0.00 --
holding Common Stock, $0.01 par value -- -- --
Holdings After Transaction: Common Stock, $0.01 par value — 114,940 shares (Direct, null); Common Stock, $0.01 par value — 22,761 shares (Indirect, By Milsten/Conner Trust dated October 17, 2008)
Footnotes (1)
  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 45,925 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.
Shares sold for taxes 23,797 shares Open-market sale on April 27, 2026 to satisfy withholding
Sale price per share $63.66 per share Price for 23,797 shares sold on April 27, 2026
Performance-based shares acquired 42,237 shares Grant/award on April 24, 2026 from PSUs after vesting certification
Direct holdings after transactions 114,940 shares Common stock directly owned after April 27, 2026 transactions
Restricted stock units included 45,925 RSUs Included within the 114,940 directly held shares
Indirect trust holdings 22,761 shares Held by Milsten/Conner Trust as of April 24, 2026
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 45,925 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"
grant, award, or other acquisition financial
"transaction_code_description": "Grant, award, or other acquisition""
SEC Form 4
FORM 4UNITED 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)
Director10% Owner
Officer (give title below)XOther (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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock, $0.01 par value04/24/2026A42,237(1)A$0138,737(2)D
Common Stock, $0.01 par value04/27/2026S(3)23,797D$63.66114,940(2)D
Common Stock, $0.01 par value22,761IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
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 45,925 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, General Counsel, Corporate Secretary & Chief People Officer
/s/ Scott K. Milsten04/28/2026
** Signature of Reporting PersonDate
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 transactions did Milsten Scott report at e.l.f. Beauty (ELF)?

Milsten Scott reported receiving 42,237 shares of e.l.f. Beauty common stock from a performance-based award and selling 23,797 shares at $63.66 each. The sale was made solely to cover tax and government withholding obligations tied to PSU vesting.

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

Scott sold 23,797 e.l.f. Beauty common shares at $63.66 per share. According to the disclosure, the transaction’s purpose was to satisfy tax and other government withholding obligations triggered by the vesting of performance-based restricted stock units.

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

Scott acquired 42,237 shares of e.l.f. Beauty 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 that the performance vesting conditions were achieved on April 24, 2026.

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

Following the reported transactions, Scott directly held 114,940 e.l.f. Beauty common shares, which include 45,925 restricted stock units. An additional 22,761 shares were reported as held indirectly through the Milsten/Conner Trust dated October 17, 2008.

Were Milsten Scott’s e.l.f. Beauty (ELF) share sales discretionary or for taxes?

The filing states the 23,797 e.l.f. Beauty shares sold on April 27, 2026 were disposed of solely to satisfy tax or other government withholding obligations arising from the vesting of performance-based restricted stock units, indicating a tax-related sale rather than a discretionary portfolio move.