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.

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)

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

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.

Why did Elastic’s Chief Legal Officer sell 5,485 ESTC shares?

The 5,485 shares were sold to satisfy tax obligations arising from the vesting of RSUs and performance-based RSUs. The company states the sales were mandated by its equity incentive plan as a required “sell to cover” and did not represent a discretionary trade.

How many Elastic (ESTC) shares does Carolyn Herzog hold after this transaction?

After the September 9, 2026 sale, Chief Legal Officer Carolyn Herzog directly holds 112,954 ordinary shares of Elastic N.V., as reported in the Form 4. This figure reflects her position following the tax-related “sell to cover” transaction.

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.

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Available on EDGAR 09/10/2026 - 05:36 PM Accepted by SEC EDGAR 09/10/2026 - 05:35 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Herzog Carolyn

(Last) (First) (Middle)

C/O ELASTIC N.V.

33 NEW MONTGOMERY ST., FLOOR 9

(Street)

SAN FRANCISCO CALIFORNIA 94105

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Elastic N.V. [ ESTC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	09/09/2026		S(1)		5,485	D	$87.78	112,954	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 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.

	/s/ Marielle Reints, by power of attorney	09/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)