Elastic (NYSE: ESTC) CFO awarded RSUs, sells shares to cover tax

Rhea-AI Filing Summary

Elastic N.V.’s Chief Financial Officer, Navam Welihinda, reported a mix of equity awards and a tax-related share sale. On June 8, 2026, he acquired 56,324 ordinary shares from performance-based RSUs and 45,144 ordinary shares from RSUs, both granted at no cash cost and subject to future vesting tied to performance and continued service.

On June 9, 2026, he sold 12,961 ordinary shares at $60.61 per share. According to the disclosure, this sale was mandated under Elastic’s equity plan as a “sell to cover” transaction to satisfy tax withholding from RSU vesting, not a discretionary trade. Following these transactions, he directly holds 209,254 ordinary shares.

Insights

Equity compensation and governance analyst

Routine RSU/PSU vesting with mandatory tax sale; limited signaling value.

The CFO of Elastic N.V. received sizable equity awards through performance-based RSUs and RSUs, totaling over 100,000 ordinary shares at no cash cost. These awards vest over time based on performance goals and continued employment, aligning compensation with long-term company outcomes.

He also sold 12,961 ordinary shares at $60.61 per share. A footnote clarifies this was a mandated “sell to cover” for tax withholding under the equity plan, rather than a discretionary market sale. That characterization reduces its value as a signal of the executive’s view on the stock.

After the transactions, the CFO still holds 209,254 ordinary shares directly, indicating he maintains a substantial equity stake. Future filings will show how ongoing quarterly vesting from these awards affects his ownership over time.

Insider Trade Summary

Net Seller: 12,961 shares ($785,566)

Net Sell 3 txns

Insider Welihinda Navam

Role Chief Financial Officer

Sold 12,961 shs ($786K)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares	12,961	$60.61	$786K
Grant/Award	Ordinary Shares	45,144	$0.00	--
Grant/Award	Ordinary Shares	56,324	$0.00	--

Holdings After Transaction: Ordinary Shares — 209,254 shares (Direct, null)

Footnotes (1)

1. Represents ordinary shares earned with respect to an award of performance-based RSUs ("PSUs") granted on June 8, 2025, as determined based on the Issuer's achievement of specified performance goals. One-third of the PSUs vest on the determination date, and thereafter one-eighth of the remaining PSUs vest in quarterly installments beginning on September 8, 2026, contingent on the Reporting Person's continued service on such vesting date. Includes 113 ordinary shares purchased under the Issuer's Employee Stock Purchase Plan on March 15, 2026. The ordinary shares are represented by restricted stock units ("RSUs"), which vest in sixteen equal quarterly installments beginning on September 8, 2026. The ordinary shares were sold to satisfy the Reporting Person's tax obligations in connection with the vesting of 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

Open-market sale: 12,961 shares at $60.61 Performance-based RSUs earned: 56,324 shares RSU award: 45,144 shares +2 more

5 metrics

Open-market sale 12,961 shares at $60.61 Ordinary shares sold on June 9, 2026

Performance-based RSUs earned 56,324 shares PSUs granted June 8, 2025; earned based on performance

RSU award 45,144 shares Ordinary shares represented by RSUs granted June 8, 2026

Shares held after transactions 209,254 shares Direct ownership following June 2026 transactions

ESPP purchase 113 shares Purchased under Employee Stock Purchase Plan on March 15, 2026

Key Terms

performance-based RSUs ("PSUs"), Employee Stock Purchase Plan, restricted stock units ("RSUs"), sell to cover

4 terms

performance-based RSUs ("PSUs") financial

"Represents ordinary shares earned with respect to an award of performance-based RSUs ("PSUs") granted on June 8, 2025, as determined based on the Issuer's achievement of specified performance goals."

Employee Stock Purchase Plan financial

"Includes 113 ordinary shares purchased under the Issuer's Employee Stock Purchase Plan on March 15, 2026."

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

restricted stock units ("RSUs") financial

"The ordinary shares are represented by restricted stock units ("RSUs"), which vest in sixteen equal quarterly installments beginning on September 8, 2026."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

sell to cover financial

"The ordinary shares were sold to satisfy the Reporting Person's tax obligations ... funded by a "sell to cover" transaction and does not represent a discretionary trade."

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.

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Form 4 Insider Transactions: What Each Field Means →

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^*

Welihinda Navam

(Last) (First) (Middle)

C/O ELASTIC N.V.

88 KEARNY STREET, FLOOR 19

(Street)

SAN FRANCISCO CALIFORNIA 94108

(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 Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2026

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	06/08/2026		A		45,144(1)	A	$0	165,891(2)	D
Ordinary Shares	06/08/2026		A		56,324(3)	A	$0	222,215	D
Ordinary Shares	06/09/2026		S(4)		12,961	D	$60.61	209,254	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. Represents ordinary shares earned with respect to an award of performance-based RSUs ("PSUs") granted on June 8, 2025, as determined based on the Issuer's achievement of specified performance goals. One-third of the PSUs vest on the determination date, and thereafter one-eighth of the remaining PSUs vest in quarterly installments beginning on September 8, 2026, contingent on the Reporting Person's continued service on such vesting date.

2. Includes 113 ordinary shares purchased under the Issuer's Employee Stock Purchase Plan on March 15, 2026.

3. The ordinary shares are represented by restricted stock units ("RSUs"), which vest in sixteen equal quarterly installments beginning on September 8, 2026.

4. The ordinary shares were sold to satisfy the Reporting Person's tax obligations in connection with the vesting of 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	06/10/2026
	** 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)

FAQ

What insider transactions did Elastic (ESTC) CFO Navam Welihinda report?

Elastic’s CFO reported receiving two large equity awards via RSUs and performance-based RSUs, then selling 12,961 ordinary shares. The sale was explicitly described as a tax-related “sell to cover” linked to vesting, rather than a discretionary market trade.

How many Elastic (ESTC) shares did the CFO sell and at what price?

The CFO sold 12,961 ordinary shares of Elastic at an average price of $60.61 per share. A footnote states the sale was required to cover tax withholding obligations triggered by RSU vesting under the company’s equity incentive plan.

What RSU and PSU awards did Elastic (ESTC) grant to its CFO?

The CFO acquired 56,324 ordinary shares from performance-based RSUs granted on June 8, 2025, and 45,144 ordinary shares from RSUs. These awards were recorded at $0.00 per share and vest over time based on performance metrics and continued service requirements.

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

The filing states the sale was not discretionary. Shares were sold under a mandatory “sell to cover” mechanism in Elastic’s equity plan to satisfy tax obligations tied to RSU vesting, meaning the executive did not independently choose to sell for portfolio reasons.

How many Elastic (ESTC) shares does the CFO hold after these transactions?

After the reported transactions, the CFO directly holds 209,254 ordinary shares. This total reflects both the newly vested RSU and PSU shares and the tax-related “sell to cover” sale of 12,961 shares completed on June 9, 2026.

How do the Elastic (ESTC) CFO’s RSUs and PSUs vest over time?

One-third of the performance-based RSUs vest on a determination date tied to performance. Remaining PSUs and the RSUs then vest in equal quarterly installments starting September 8, 2026, contingent on the CFO’s continued service with Elastic on each vesting date.