Milsten Scott exercised 50,581 shares at a strike of $23.48 and sold $7,479,016 worth of shares (55,581 units at $134.56), decreasing direct ownership by 4% to 112,406 units (SEC Form 4)
$ELF
Package Goods/Cosmetics
Consumer Discretionary
| 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 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
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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*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/10/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 09/10/2025 | M(1) | 17,281 | A | $17 | 134,687(3) | D | |||
| Common Stock, $0.01 par value | 09/10/2025 | M(1) | 33,300 | A | $26.84 | 167,987(3) | D | |||
| Common Stock, $0.01 par value | 09/10/2025 | S(1) | 5,476 | D | $132.5408(2) | 162,511(3) | D | |||
| Common Stock, $0.01 par value | 09/10/2025 | S(1) | 8,927 | D | $133.4759(4) | 153,584(3) | D | |||
| Common Stock, $0.01 par value | 09/10/2025 | S(1) | 30,218 | D | $134.5761(5) | 123,366(3) | D | |||
| Common Stock, $0.01 par value | 09/10/2025 | S(1) | 6,753 | D | $135.3566(6) | 116,613(3) | D | |||
| Common Stock, $0.01 par value | 09/10/2025 | S(1) | 1,101 | D | $136.5206(7) | 115,112(3) | D | |||
| Common Stock, $0.01 par value | 09/10/2025 | S(1) | 1,006 | D | $137.9607(8) | 114,506(3) | D | |||
| Common Stock, $0.01 par value | 09/10/2025 | S(1) | 2,100 | D | $139.001(9) | 112,406(3) | D | |||
| Common Stock, $0.01 par value | 22,761 | I | By Milsten/Conner Trust dated October 17, 2008 | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Option (Right to Buy) (Common Stock) | $17 | 09/10/2025 | M(1) | 17,281 | 09/21/2021 | 09/21/2026 | Common Stock | 17,281 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $26.84 | 09/10/2025 | M(1) | 33,300 | (10) | 02/14/2027 | Common Stock | 33,300 | $0 | 15,000 | D | ||||
| Explanation of Responses: |
| 1. Transaction made pursuant to a 10b5-1 trading plan adopted by the Reporting Person on June 11, 2025. |
| 2. The transaction was executed in multiple trades in prices ranging from $131.99 to $132.92, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. |
| 3. Includes 46,855 restricted stock units. |
| 4. The transaction was executed in multiple trades in prices ranging from $133.00 to $133.99, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. |
| 5. The transaction was executed in multiple trades in prices ranging from $134.04 to $135.03, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. |
| 6. The transaction was executed in multiple trades in prices ranging from $135.04 to $136.02, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. |
| 7. The transaction was executed in multiple trades in prices ranging from $136.10 to $136.86, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. |
| 8. The transaction was executed in multiple trades in prices ranging from $137.40 to $138.34, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. |
| 9. The transaction was executed in multiple trades in prices ranging from $138.51 to $139.10, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote. |
| 10. The option shall vest and become exercisable in three equal tranches on the the thirtieth consecutive trading day that the per share closing trading price of the Issuer's common stock equals or exceeds certain successively higher share price targets, subject to the Reporting Person continuing to provide services to the Issuer as an employee, consultant, director or officer of the Company through the applicable vesting date. |
| Remarks: |
| Senior Vice President, General Counsel, Corporate Secretary & Chief People Officer |
| /s/ Scott K. Milsten | 09/12/2025 | |
| ** 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. | ||