Elastic N.V. SEC Filings

Elastic N.V. (ESTC) reported that it has released a press release detailing its financial results for its second quarter ended October 31, 2025. The company furnished this press release as Exhibit 99.1 to a Form 8-K, meaning it is provided for informational purposes and is not treated as filed under Section 18 of the Exchange Act or automatically incorporated into other SEC filings unless specifically referenced.

Elastic N.V.: Shay Banon filed an amended Schedule 13G (Amendment No. 7) updating his beneficial ownership. He reports beneficial ownership of 6,452,693 Ordinary Shares with sole voting and dispositive power over the same amount, representing 6.1% of the class.

The percentage is calculated based on 106,270,940 shares outstanding as of August 21, 2025 plus 113,689 options exercisable within 60 days of September 30, 2025 that are included in his beneficial ownership. The reported event date is October 30, 2025.

The Vanguard Group10,206,204 shares of Elastic NV (ESTC) Common Stock, representing 9.60% of the class as of 09/30/2025.

The filing lists 0 shares with sole voting power and 568,202 with shared voting power. It reports 9,522,112 shares with sole dispositive power and 684,092 with shared dispositive power. Vanguard is identified as an investment adviser (IA).

The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. Vanguard notes its clients, including registered investment companies and other managed accounts, have rights to dividends or sale proceeds, with no single other person’s interest exceeding 5%.

Elastic N.V. (ESTC) reported an insider equity award on a Form 4. On 10/13/2025, the Chief Executive Officer, who also serves as a director, was granted 456,491 performance share units (PSUs) under the company’s Amended and Restated 2012 Stock Option Plan. Each PSU represents the right to receive one ordinary share at settlement.

The PSUs vest in four tranches (20%, 20%, 20%, 40%) upon achieving share price goals measured from a $86.61 baseline during performance periods ending on October 13, 2028 (first tranche) and October 13, 2030 (second through fourth tranches), subject to the CEO’s continuous service through each service vesting event. Earned PSUs for any tranche are subject to a 20% reduction based on relative total shareholder return.

Elastic N.V. approved a special one-time, performance-based equity award for CEO Ashutosh Kulkarni with a grant date fair value of $29.3 million. The award consists of PSUs that may deliver up to 456,491 ordinary shares, earned only upon achieving ambitious share-price goals and meeting service conditions.

The PSUs are split into four tranches weighted 20%, 20%, 20%, and 40%, measured from a baseline price of $86.61. Share-price goals are $121.69 (+40%), $152.64 (+76%), $166.77 (+93%), and $198.15 (+129%). Tranche 1 uses a three-year performance period; the others use five years, all starting October 13, 2025. A 20% holdback applies until the end of each performance period for rTSR testing versus the Russell 3000 median, which can reduce a tranche by 20% if below median.

Service vesting requires continuous CEO service: Tranche 1 vests annually over four years; Tranches 2–4 vest annually over years two through five. Death or Disability accelerates service vesting with a six-month window to meet performance; defined Change of Control events trigger accelerated service vesting with performance determined by linear interpolation.

Elastic N.V. (ESTC) Form 4: An officer (GVP & CAO) reported selling 1,250 ordinary shares at $87.22 on 10/13/2025. Following the transaction, the reporting person directly beneficially owns 37,633 shares.

The holding figure includes 97 ordinary shares purchased under the company’s Employee Stock Purchase Plan on September 15, 2025.

Elastic N.V. approved a share repurchase program authorizing up to $500,000,000 to buy back its outstanding ordinary shares. The program has no expiration date and allows purchases in the open market, through Rule 10b5-1 trading plans, in privately negotiated transactions, or by other methods at the company's discretion. The timing and amount of repurchases depend on share price, business and market conditions, and the company is not obligated to repurchase any specific amount. Repurchased shares will be placed in the company's treasury, and the program may be modified, suspended, or terminated at any time.

Elastic N.V. insider sale by CFO. The company's Chief Financial Officer, Welihinda Navam, reported a sale of 1,256 ordinary shares on 10/06/2025 at a reported per-share price of $84.58. After the sale the reporting person beneficially owned 129,247 ordinary shares in a direct form. The filing states the sale was made under a Rule 10b5-1 trading plan adopted on 07/07/2025. The form also notes inclusion of 67 shares purchased under the employee stock purchase plan on 09/15/2025. The report was signed by power of attorney on 10/07/2025.

Form 144 notice for Elastic N.V. (ESTC) records a proposed sale of 1,256 common shares with an aggregate market value of $106,232.48, to be executed through Morgan Stanley Smith Barney LLC on 10/06/2025 on the NYSE. The sale is listed as shares acquired as restricted stock on 09/08/2025 with payment dated the same day. The filing also discloses a prior sale by NAVAM WELIHINDA of 3,489 common shares on 09/09/2025 for $314,432.96. The filer represents they lack undisclosed material adverse information and includes the standard Rule 10b5-1 notice language.