Mandy Fields of e.l.f. Beauty (ELF) sells shares to cover RSU tax

Rhea-AI Filing Summary

e.l.f. Beauty, Inc. executive Mandy J. Fields reported an open-market sale of 4,327 shares of common stock at $51.53 per share. According to the footnotes, the shares were sold solely to cover tax and other government withholding obligations tied to vesting Restricted Stock Units. After the transaction, she directly holds 106,961 shares of common stock, including 66,981 RSUs, indicating the sale reflects tax-related obligations rather than a discretionary reduction of her overall equity position.

Insights

Equity compensation analyst

Sale is tax-driven, with sizable equity stake retained.

Mandy J. Fields sold 4,327 shares of e.l.f. Beauty common stock at $51.53 per share, but the footnote states this was solely to satisfy tax and other government withholding obligations upon RSU vesting.

This type of transaction is generally mechanical, driven by tax requirements rather than active portfolio decisions. Fields still holds 106,961 shares, including 66,981 RSUs, so her remaining equity exposure is substantial relative to the shares sold.

Future filings will show how many additional RSUs vest and whether similar tax-related sales occur, but based on this data the event appears routine and does not materially change her overall ownership profile.

Insider Trade Summary

Net Seller: 4,327 shares ($222,970)

Net Sell 1 txn

Insider FIELDS MANDY J

Role See Remarks

Sold 4,327 shs ($223K)

Type	Security	Shares	Price	Value
Sale	Common Stock, $0.01 par value	4,327	$51.53	$223K

Holdings After Transaction: Common Stock, $0.01 par value — 106,961 shares (Direct, null)

Footnotes (1)

1. The shares were sold solely to satisfy tax or other government withholding obligations in connection with the vesting of shares subject to Restricted Stock Units ("RSUs") of the Issuer. Includes 66,981 RSUs.

Key Figures

Shares sold: 4,327 shares Sale price: $51.53 per share Shares held after: 106,961 shares +2 more

5 metrics

Shares sold 4,327 shares Open-market sale on 2026-06-09

Sale price $51.53 per share Average sale price for reported transaction

Shares held after 106,961 shares Direct holdings following transaction

RSUs included 66,981 RSUs Restricted Stock Units included in post-transaction total

Net share change -4,327 shares Net shares sold in this Form 4

Key Terms

Restricted Stock Units ("RSUs"), government withholding obligations, open-market sale, Form 4

4 terms

Restricted Stock Units ("RSUs") financial

"in connection with the vesting of shares subject to Restricted Stock Units ("RSUs") of the Issuer"

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.

government withholding obligations financial

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

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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Form 4 Insider Transactions: What Each Field Means →

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)
06/09/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value	06/09/2026		S(1)		4,327	D	$51.53	106,961(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The shares were sold solely to satisfy tax or other government withholding obligations in connection with the vesting of shares subject to Restricted Stock Units ("RSUs") of the Issuer.

2. Includes 66,981 RSUs.

Remarks:

Senior Vice President and Chief Financial Officer

	/s/ Scott Milsten, Attorney-in-Fact for Mandy J. Fields	06/11/2026
	** 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)

FAQ

What insider transaction did Mandy J. Fields report at e.l.f. Beauty (ELF)?

Mandy J. Fields reported selling 4,327 shares of e.l.f. Beauty common stock at $51.53 per share. The footnote explains the sale was solely to cover tax and government withholding obligations triggered by vesting Restricted Stock Units, making it a routine, compensation-related transaction.

Why did Mandy J. Fields sell e.l.f. Beauty (ELF) shares in this Form 4?

The sale was made solely to satisfy tax and government withholding obligations arising from RSU vesting. The filing’s footnote clarifies this was not a discretionary portfolio move but a mechanical step tied to equity compensation becoming taxable upon vesting.

How many e.l.f. Beauty (ELF) shares does Mandy J. Fields hold after the reported sale?

After selling 4,327 shares, Mandy J. Fields directly holds 106,961 shares of e.l.f. Beauty common stock. This total includes 66,981 Restricted Stock Units (RSUs), indicating she maintains a significant ongoing equity interest in the company despite the tax-related sale.

What price did Mandy J. Fields’ e.l.f. Beauty (ELF) shares sell for in the Form 4?

The reported transaction shows 4,327 e.l.f. Beauty shares sold at an average price of $51.53 per share. The filing labels the transaction as an open-market sale, but the footnote clarifies it was executed solely to cover tax and other withholding obligations from RSU vesting.

Are Mandy J. Fields’ e.l.f. Beauty (ELF) share sales a bearish signal for investors?

This specific sale looks tax-driven rather than bearish. The Form 4 footnote states the 4,327 shares were sold solely to satisfy tax and other government withholdings on vesting RSUs, while she still holds 106,961 shares, including 66,981 RSUs, preserving substantial exposure.

What role do Restricted Stock Units (RSUs) play in Mandy J. Fields’ ELF holdings?

RSUs represent a major portion of her stake, with 66,981 RSUs included in her 106,961 post-transaction shares. As these RSUs vest, they convert into common stock and create tax obligations, which can lead to share sales like this one purely to cover required withholdings.