Elastic CLO sells 5,485 shares at $87.78
Elastic’s Chief Legal Officer executed a mandatory sell-to-cover of 5,485 ESTC shares to pay taxes on vested RSUs, leaving a six-figure shareholding.
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Form Type
4
Rhea-AI Filing Summary
Elastic N.V. (ESTC) reported that Chief Legal Officer Carolyn Herzog sold 5,485 ordinary shares on September 9, 2026 at $87.78 per share. According to the company’s equity plan, the sale was a mandatory “sell to cover” transaction to satisfy tax withholding on vested RSUs and performance-based RSUs, and was not a discretionary trade by Herzog. Following this tax-related sale, she directly holds 112,954 ordinary shares of Elastic.
Insider Trade Summary
Net Seller: 5,485 shares
Net Sell
1 txn
Insider
Herzog Carolyn
Role
Chief Legal Officer
Sold
5,485 shs ($481K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Ordinary Shares F1 | 5,485 | $87.78 | $481K |
Holdings After Transaction:
Ordinary Shares — 112,954 shares (Direct)
Footnotes (1)
- F1. The ordinary shares were sold to satisfy the Reporting Person's tax obligations in connection with the vesting of restricted stock units ("RSUs") and performance-based RSUs. The sales were mandated by the Issuer's equity incentive plan which requires the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.
Key Figures
Shares sold: 5,485 shares
Sale price per share: $87.78 per share
Shares held after transaction: 112,954 shares
3 metrics
Shares sold
5,485 shares
Ordinary shares sold by Chief Legal Officer on September 9, 2026
Sale price per share
$87.78 per share
Price for the 5,485 ordinary shares sold on September 9, 2026
Shares held after transaction
112,954 shares
Direct holdings of Carolyn Herzog following the tax-related sale
Key Terms
sell to cover, restricted stock units, performance-based RSUs, equity incentive plan
4 terms
sell to cover financial
"requires the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction"
Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.
restricted stock units financial
"in connection with the vesting of restricted stock units ("RSUs") and performance-based RSUs"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance-based RSUs financial
"in connection with the vesting of restricted stock units ("RSUs") and performance-based RSUs"
Performance-based restricted stock units (RSUs) are promises to deliver company shares to employees only if the business meets specific goals, such as revenue, profit, stock-price targets, or strategic milestones. For investors, they matter because they change future share supply and align management incentives with company results—like a salesperson whose bonus only pays out when sales targets are hit—so they can affect earnings, dilution, and confidence in leadership.
equity incentive plan financial
"mandated by the Issuer's equity incentive plan which requires the satisfaction"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did Elastic N.V. (ESTC) disclose in this Form 4?
Elastic disclosed that Chief Legal Officer Carolyn Herzog sold 5,485 ordinary shares on September 9, 2026 at $87.78 per share. The sale was tied to tax obligations on vested RSUs and performance-based RSUs under the company’s equity incentive plan.
Was the Elastic (ESTC) insider sale made under a Rule 10b5-1 trading plan?
The filing indicates that no Rule 10b5-1 trading plan is affirmed for this transaction. Instead, the footnote explains that the sale was mandated by the issuer’s equity incentive plan as a “sell to cover” for tax withholding on vested RSUs and performance-based RSUs.
What type of security did the Elastic (ESTC) insider sell in this Form 4?
The transaction involved Ordinary Shares of Elastic N.V. A total of 5,485 ordinary shares were sold on September 9, 2026, at $87.78 per share, in a sale characterized as a “sell to cover” for tax withholding on RSU vesting.
AI-generated analysis. How Rhea-AI works. Not financial advice.
