[144] Elastic N.V. SEC Filing

Rhea-AI Filing Summary

Form 144 notice by a holder of Elastic N.V. (ESTC) common stock proposes sale of 100,000 shares. The shares were acquired as founder stock on 09/24/2012 and the proposed broker is Morgan Stanley Smith Barney LLC with an approximate aggregate market value of $9,034,520. The filing lists outstanding shares of 106,270,940 and an approximate sale date of 09/09/2025. The filing also reports three recent transactions by related sellers in early September 2025 totaling 300,000 shares with gross proceeds shown for each sale.

Positive

• Shares acquired long-term: The securities were acquired as founder stock on 09/24/2012, indicating a long holding period.
• Broker identified: Sales are to be handled by Morgan Stanley Smith Barney LLC, showing use of a major broker for execution.
• Transparent recent sales reporting: The filing discloses three related sales in September 2025 totaling 300,000 shares with gross proceeds listed.

Negative

• Multiple recent sales: Related parties sold 300,000 shares across early September 2025, which could increase available float in a short period.
• Large single-sale value: The proposed sale has an aggregate market value of $9,034,520, a meaningful one-time liquidity event for the holder.

Insights

Securities Analyst

TL;DR: Founder-originated shares being sold: 100,000 shares (~$9.03M) via Morgan Stanley; recent related sales total 300,000 shares.

The filer acquired the shares as founder stock in 2012 and intends to sell 100,000 shares using Morgan Stanley Smith Barney. The filing discloses three related sales in September 2025 totaling 300,000 shares, with gross proceeds reported. Relative to the issuer's stated outstanding shares (106,270,940), the single proposed sale is a small fraction, indicating limited dilution or supply impact. This is a routine Rule 144 notice documenting an intended secondary sale rather than a corporate action.

Corporate Governance Specialist

TL;DR: Long-held founder shares being sold under Rule 144; filing includes representation of no undisclosed material adverse information.

The transaction shows founder stock acquired in 2012 being monetized, consistent with long-term holding liquidation. The notice includes the standard representation that the seller is unaware of undisclosed material adverse information. Multiple nearby sales by related parties are disclosed, which is useful for transparency but do not by themselves indicate regulatory or governance concerns within the provided disclosure.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	100000	9034520.00	106270940	09/09/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	09/24/2012	Founder Stock	Issuer			100000	09/24/2012	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
SHAY-SHALOM BANON 88 Kearny St. Floor 19 San Francisco CA 94108	Common	09/08/2025	100000	8962970.00
STICHTING RNYB 88 Kearny St. Floor 19 San Francisco CA 94108	Common	09/05/2025	100000	8640100.00
STICHTING RNYB 88 Kearny St. Floor 19 San Francisco CA 94108	Common	09/04/2025	100000	8419910.00

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144 filed for ESTC disclose?

The filing discloses a proposed sale of 100,000 common shares by a holder, acquired as founder stock on 09/24/2012, via Morgan Stanley, with aggregate market value of $9,034,520 and an approximate sale date of 09/09/2025.

How many shares does Elastic N.V. have outstanding according to the filing?

The filing lists 106,270,940 shares outstanding.

Were there other recent sales by related parties disclosed?

Yes. The filing reports three sales in September 2025 by related sellers totaling 300,000 shares with gross proceeds of $8,962,970, $8,640,100, and $8,419,910 respectively.

When were the shares being sold originally acquired?

The 100,000 shares were acquired on 09/24/2012 as founder stock.

Does the filer represent any undisclosed material information?

The filer signs a representation that they do not know any material adverse information about the issuer that has not been publicly disclosed.