[8-K] Elastic N.V. Reports Material Event

Rhea-AI Filing Summary

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.

Positive

• Authorization of up to $500,000,000 provides significant capacity to repurchase shares
• No expiration date gives management flexibility on timing and market conditions
• Multiple execution methods allowed, including open market and Rule 10b5-1 plans
• Repurchased shares placed in treasury, enabling potential reduction in outstanding float

Negative

• Company is not obligated to repurchase any specific amount, creating execution uncertainty
• Program may be modified, suspended, or terminated at any time, limiting predictability

Insights

Corporate Finance Strategist

Buyback gives management flexibility to return capital while preserving optionality.

The authorization of $500,000,000 provides a sizeable capacity to reduce outstanding shares or support the share price through timed purchases. Using multiple execution methods, including open market and 10b5-1 plans, lets the company act across different market conditions.

This program carries execution and timing discretion: the company is not required to repurchase a set amount and may modify, suspend, or terminate the plan. Watch near-term announcements of actual repurchase activity and any 10b5-1 plan filings for signals of immediate capital deployment.

Treasury & Capital Allocation Analyst

Repurchases will place bought shares into treasury and reduce float when executed.

Shares repurchased under the program will be held in the company treasury, which typically reduces the number of shares available in the market and can affect per-share metrics if executed. The absence of an expiration date means management can pace purchases against liquidity and market conditions.

Key near-term items to monitor include the company’s disclosures of actual repurchase amounts and the timing of any trading-plan launches or suspensions within the next quarters to assess capital allocation versus other uses.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 9, 2025

Elastic N.V.

(Exact name of registrant as specified in its charter)

The Netherlands

(State or other jurisdiction

of incorporation)

001-38675

(Commission File Number)

98-1756035

(I.R.S. Employer

Identification Number)

Not Applicable1

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: Not Applicable1

N/A

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange of which registered
Ordinary Shares, €0.01 Par Value			ESTC			The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

1 We are a distributed company. Accordingly, we do not have a principal executive office. For purposes of compliance with applicable requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, any shareholder communication required to be sent to our principal executive offices may be directed to the email address ir@elastic.co or to Elastic N.V., 88 Kearny St., Floor 19, San Francisco, California 94108.

Item 8.01. Other Events.

Effective on October 9, 2025, the Board of Directors of Elastic N.V. (the “Company”) approved a share repurchase program under which the Company is authorized to repurchase from time to time up to $500 million of the Company’s outstanding ordinary shares, exclusive of any fees, commissions or other expenses related to such repurchases. The repurchase program does not have an expiration date.

Share repurchases under the repurchase program may be made in the open market (including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934), in privately negotiated transactions, or by other methods, at the Company’s discretion. The timing and amount of shares repurchased will depend on the share price, business and market conditions, and other factors. The Company is not obligated to repurchase any specific amount of ordinary shares. The repurchase program may be modified, suspended or terminated at any time.

Shares repurchased under the repurchase program will be placed in the Company’s treasury.

On October 9, 2025, the Company issued a press release announcing the repurchase program, which is filed as Exhibit 99.1 to this report.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit						Description
99.1						Press Release dated October 9, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 9, 2025

ELASTIC N.V.
By:						/s/ Navam Welihinda
Name:						Navam Welihinda
Title:						Chief Financial Officer

FAQ

What did Elastic N.V. (ESTC) authorize in this 8-K?

The company authorized a share repurchase program of up to $500,000,000 to buy back outstanding ordinary shares.

Is there an expiration date for the repurchase program?

No. The repurchase program does not have an expiration date.

How will Elastic execute share repurchases under the program?

Repurchases may be made in the open market, through Rule 10b5-1 trading plans, in privately negotiated transactions, or by other methods at the company’s discretion.

Are repurchases mandatory under the program?

No. The company explicitly stated it is not obligated to repurchase any specific amount of ordinary shares.

What happens to shares repurchased under the program?

Shares repurchased will be placed in the company’s treasury.