FIELDS MANDY J 4

What Happened Mandy J. Fields, Senior Vice President and Chief Financial Officer of e.l.f. Beauty (ELF), had 42,237 performance-based restricted stock units (PSUs) vest on April 24, 2026. To satisfy tax withholding obligations tied to that vesting, 23,656 of the vested shares were sold in an open-market transaction on April 27, 2026 at $63.66 per share, generating approximately $1,505,941. The PSUs were originally granted on June 1, 2023 and certified as vested by the Compensation Committee on April 24, 2026.

Key Details

• Vesting/Award: 42,237 shares (PSUs) vested on 2026-04-24 (footnote: PSUs granted 6/1/2023; certification dated 4/24/2026).
• Sale: 23,656 shares sold on 2026-04-27 at $63.66 each, proceeds ≈ $1,505,941. (Open-market sale; code S)
• Net retained from this vesting: 42,237 vested − 23,656 sold = 18,581 shares remained from the vested award.
• Holding disclosure: filing notes inclusion of 47,398 restricted stock units (footnote F2).
• Purpose of sale: sold solely to satisfy tax or other government withholding obligations (footnote F3; tax-withholding sale).
• Filing timeliness: Report filed 2026-04-28 (not marked late); transactions reported within standard filing window.
• No 10b5-1 plan or other trading plan was indicated in the filing.

Context This filing records a performance-based award vesting (an acquisition) followed by a routine tax-withholding sale. Such sales to cover taxes are common and do not necessarily signal a change in an insider’s view of the company. Purchases are generally more informative about insider sentiment; this transaction is primarily administrative.