MARCHISOTTO KORY 4

What Happened

• Kory Marchisotto, Senior Vice President and Chief Marketing Officer of e.l.f. Beauty (ELF), had 42,237 performance-based restricted stock units (PSUs) vest on April 24, 2026 and was credited with 42,237 shares (award at $0.00). Following the vesting, 23,796 shares were sold in an open-market transaction on April 27, 2026 at $63.66 per share, generating proceeds of $1,514,853. The sale was reported as made solely to satisfy tax or other government withholding obligations tied to the vesting.

Key Details

• Award date/certification: April 24, 2026 — 42,237 PSUs vested (originally granted June 1, 2023).
• Sale date/price/value: April 27, 2026 — 23,796 shares sold at $63.66 each, proceeds $1,514,853.
• Holdings noted: filing references 47,398 restricted stock units as included in reported holdings (filing does not list a full total share count held after these transactions).
• Reason for sale: footnote states shares were sold solely to satisfy tax/government withholding on PSU vesting.
• Filing timeliness: Form 4 filed April 28, 2026 — the report appears timely.

Context

• These were performance-based RSUs that vested after the company’s Compensation Committee certified achievement of performance conditions; the award is an acquisition via vesting (not an open-market purchase).
• The subsequent sale was a tax-withholding sale (common when restricted shares vest) and should not be interpreted on its own as a directional signal about the insider’s view of the stock.