Elastic (ESTC) CEO sells 19,622 shares at $90.12; sell-to-cover

Rhea-AI Filing Summary

Elastic N.V. (ESTC) Form 4: The reporting person, Ashutosh Kulkarni, who is listed as both a Director and the Chief Executive Officer, reported a sale of 19,622 ordinary shares on 09/09/2025 at an average price of $90.12 per share. After the sale, the filing shows 457,314 ordinary shares beneficially owned by Mr. Kulkarni. The filing states the sale was a mandatory "sell to cover" to satisfy tax-withholding obligations arising from the vesting of performance-based restricted stock units and restricted stock units; the transaction is described as not a discretionary trade by the reporting person.

Positive

• None.

Negative

• Reported sale of 19,622 ordinary shares at $90.12 reduces the reporting person's direct holdings to 457,314 shares

Insights

Corporate Governance Expert

TL;DR: Routine, plan-mandated sell-to-cover by CEO/Director to satisfy tax withholding; not an opportunistic sell.

The Form 4 documents a nondiscretionary sale tied to tax withholding for vested equity awards, a common administrative action under equity incentive plans. Because the sale is described as mandated by the issuer's plan and not a voluntary disposition, it reduces outstanding insider-owned shares but does not necessarily signal a change in management's view of company prospects. The filing provides clear figures: 19,622 shares sold at $90.12, leaving 457,314 shares beneficially owned.

Securities Analyst

TL;DR: Insider sold a modest number of shares under a sell-to-cover; impact on capitalization is limited.

The transaction appears administrative: proceeds were used to satisfy tax obligations related to vested PSU/RSU awards. The absolute sale size (19,622 shares) should be assessed relative to total outstanding shares to judge market impact; the Form 4 only reports the reporting person's post-transaction holding of 457,314 shares. No derivatives or additional transactions are reported. Absent other disclosures, this Form 4 conveys routine equity-plan mechanics rather than a strategic disposition.

Insider Trade Summary

Net Seller: 19,622 shares

Net Sell 1 txn

Insider Kulkarni Ashutosh

Role Chief Executive Officer

Sold 19,622 shs ($1.77M)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares	19,622	$90.12	$1.77M

Holdings After Transaction: Ordinary Shares — 457,314 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 performance-based restricted stock units and 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Ashutosh Kulkarni report on the Form 4 for ESTC?

He reported a sale of 19,622 ordinary shares on 09/09/2025 at an average price of $90.12, leaving 457,314 shares beneficially owned.

Why were the shares sold according to the filing?

The filing states the sales were to satisfy tax-withholding obligations from the vesting of performance-based restricted stock units and restricted stock units under the issuer's equity incentive plan.

Was the sale described as discretionary trading by the insider?

No. The Form 4 explains the sale was mandated by the issuer's plan (sell-to-cover) and did not represent a discretionary trade by the reporting person.

What positions does the reporting person hold at Elastic N.V.?

The form lists Ashutosh Kulkarni as a Director and as an Officer with the title Chief Executive Officer.

Does the Form 4 show any derivative transactions or additional securities activity?

No. Table II for derivative securities contains no reported transactions; only the non-derivative sale in Table I is recorded.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/10/2025 - 04:42 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^*

Kulkarni Ashutosh

(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)

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

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

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	09/09/2025		S(1)		19,622	D	$90.12	457,314	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 performance-based restricted stock units and 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	09/10/2025
	** 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.