Was Mandy J. Fields’ share sale in e.l.f. Beauty (ELF) discretionary or tax-related?

The reported sale was tax-related, not a discretionary portfolio move. Footnotes state the 23,656 shares sold at $63.66 per share were disposed of solely to satisfy tax and other government withholding obligations arising from the vesting of performance-based restricted stock units.

Tax-driven share sale follows PSU vesting at e.l.f. Beauty (NYSE: ELF)

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

e.l.f. Beauty, Inc. officer Mandy J. Fields reported equity compensation activity tied to performance-based restricted stock units. On April 24, 2026, she acquired 42,237 shares of common stock at no cost when performance-based vesting conditions for PSUs granted June 1, 2023 were certified.

On April 27, 2026, she sold 23,656 shares of common stock at $63.66 per share solely to satisfy tax and other government withholding obligations related to this PSU vesting. After these transactions, she directly holds 77,437 shares of common stock, including 47,398 restricted stock units.

Insider Trade Summary

Net Seller: 23,656 shares ($1,505,941)

Net Sell 2 txns

Insider FIELDS MANDY J

Role See Remarks

Sold 23,656 shs ($1.51M)

Type	Security	Shares	Price	Value
Sale	Common Stock, $0.01 par value	23,656	$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 — 77,437 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

PSU shares vested: 42,237 shares Shares sold for taxes: 23,656 shares at $63.66 Shares owned after transactions: 77,437 shares +3 more

6 metrics

PSU shares vested 42,237 shares Performance-based restricted stock units vested on April 24, 2026

Shares sold for taxes 23,656 shares at $63.66 Common stock sold on April 27, 2026 to satisfy tax/withholding

Shares owned after transactions 77,437 shares Direct common stock holdings following reported Form 4 transactions

Restricted stock units included 47,398 RSUs RSUs included within total direct holdings after transactions

Initial PSU grant date June 1, 2023 Grant date for performance-based restricted stock units that vested

Vesting certification date April 24, 2026 Compensation Committee certified PSU performance conditions

Key Terms

performance-based restricted stock units ("PSUs"), restricted stock units, Compensation Committee, withholding obligations

4 terms

performance-based restricted stock units ("PSUs") financial

"Represents performance-based restricted stock units ("PSUs") initially granted on June 1, 2023"

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.

Compensation Committee financial

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

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

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^*

FIELDS MANDY J

(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	101,093⁽²⁾	D
Common Stock, $0.01 par value	04/27/2026		S⁽³⁾		23,656	D	$63.66	77,437⁽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 and Chief Financial Officer

	/s/ Scott Milsten, Attorney-in-Fact for Mandy J. Fields	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) officer Mandy J. Fields report?

Mandy J. Fields reported PSU-related equity compensation activity. She received 42,237 shares upon vesting of performance-based restricted stock units, then sold 23,656 shares at $63.66 each solely to cover tax and government withholding obligations. Following these transactions, she directly holds 77,437 shares.

How many e.l.f. Beauty (ELF) shares does Mandy J. Fields now own after these Form 4 transactions?

After the reported transactions, Mandy J. Fields directly owns 77,437 shares of e.l.f. Beauty common stock. This figure includes 47,398 restricted stock units, giving investors a clearer picture of her ongoing equity exposure and alignment with shareholder interests through stock-based compensation.

What performance-based equity award vested for e.l.f. Beauty (ELF) officer Mandy J. Fields?

Fields’ performance-based restricted stock units initially granted on June 1, 2023 vested. On April 24, 2026, the Compensation Committee certified achievement of the performance conditions, resulting in an award of 42,237 common shares at no cost, reflecting earned incentive compensation tied to company performance.

How many restricted stock units are included in Mandy J. Fields’ e.l.f. Beauty (ELF) holdings?

Her reported position includes 47,398 restricted stock units. These RSUs represent additional equity-based compensation that will convert into common shares upon satisfying applicable vesting conditions, further linking her long-term compensation to e.l.f. Beauty’s future stock performance and operational results.