Elastic (NYSE: ESTC) CFO executes 4,327-share sale to cover taxes

Rhea-AI Filing Summary

Elastic N.V. reported that its Chief Financial Officer filed a Form 4 disclosing an automatic, tax-related share sale. On 12/09/2025, the CFO sold 4,327 ordinary shares of Elastic at a price of $75.05 per share, as shown in Table I.

The filing explains that these shares were sold solely to satisfy tax withholding obligations triggered by the vesting of restricted stock units under Elastic’s equity incentive plan, using a mandated “sell to cover” mechanism. After this transaction, the CFO directly beneficially owned 124,920 ordinary shares of Elastic.

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

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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^*

Welihinda Navam

(Last) (First) (Middle)

C/O ELASTIC N.V.

88 KEARNY STREET, FLOOR 19

(Street)

SAN FRANCISCO CA 94108

(City) (State) (Zip)

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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2025

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

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

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

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	12/09/2025		S(1)		4,327	D	$75.05	124,920	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. 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	12/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Elastic (ESTC) disclose in this Form 4?

The Form 4 reports that Elastic’s Chief Financial Officer sold 4,327 ordinary shares on 12/09/2025 at a price of $75.05 per share.

Why did the Elastic (ESTC) CFO sell 4,327 shares?

The filing states the ordinary shares were sold to satisfy the CFO’s tax obligations related to the vesting of restricted stock units, via a mandated “sell to cover” under the company’s equity incentive plan.

How many Elastic (ESTC) shares does the CFO own after this transaction?

After the reported sale, the CFO beneficially owned 124,920 ordinary shares of Elastic, held in direct ownership.

What was the price per share in the Elastic (ESTC) CFO’s sale?

The reported sale price for the ordinary shares was $75.05 per share on 12/09/2025, according to the Form 4.

Was the Elastic (ESTC) CFO’s trade a discretionary sale?

No. The filing explains that the sales were mandated by Elastic’s equity incentive plan to fund required tax withholding through a “sell to cover” transaction, and do not represent a discretionary trade by the CFO.

What role does the reporting person hold at Elastic (ESTC)?

The reporting person is identified as an Officer of Elastic N.V., serving as the company’s Chief Financial Officer.