Elastic N.V. (ESTC) CTO files Form 4 for 4,552-share tax sell-to-cover

Rhea-AI Filing Summary

Elastic N.V. insider reports small tax-related share sale

A director and Chief Technology Officer of Elastic N.V. (ESTC) filed a Form 4 reporting the sale of 4,552 ordinary shares on 12/09/2025 at a price of $75.05 per share. The filing explains that these shares were sold solely to cover tax obligations arising from the vesting of performance-based restricted stock units and restricted stock units under the company’s equity incentive plan, and that the transaction did not represent a discretionary trade by the insider.

After this transaction, the reporting person beneficially owns 4,359,228 ordinary shares directly. In addition, 2,054,978 ordinary shares are held indirectly through a fund for the joint account of the reporting person’s three minor children, over which the insider retains sole control and therefore remains the indirect beneficial owner.

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

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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^*

Banon Shay

(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 Technology 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)		4,552	D	$75.05	4,359,228	D
Ordinary Shares								2,054,978	I	By fund for joint account(2)

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.

2. Held by a fund for joint account (the "Fund") owned by the Reporting Person's three minor children. The Reporting Person continues to have sole control of such fund and remains the indirect beneficial owner of the shares owned by such fund.

	/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.
* 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.
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FAQ

What did the Elastic N.V. (ESTC) insider report on this Form 4?

The insider, a director and Chief Technology Officer of Elastic N.V., reported the sale of 4,552 ordinary shares on 12/09/2025 at $75.05 per share.

Why did the Elastic (ESTC) insider sell 4,552 shares?

The filing states that the 4,552 ordinary shares were sold to satisfy the insider’s tax obligations related to the vesting of performance-based restricted stock units and restricted stock units, under a mandatory “sell to cover” provision in the equity incentive plan.

Was the Elastic N.V. (ESTC) insider trade a discretionary sale?

No. The filing explains that the sale was mandated by the issuer’s equity incentive plan to fund tax withholding obligations and does not represent a discretionary trade by the reporting person.

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

After the transaction, the insider directly owns 4,359,228 ordinary shares and indirectly owns 2,054,978 ordinary shares through a fund for the joint account of three minor children.

What is the nature of the insider’s indirect ownership in Elastic N.V. (ESTC)?

The 2,054,978 ordinary shares are held by a fund for joint account owned by the insider’s three minor children, over which the insider retains sole control, and therefore remains the indirect beneficial owner.

What is the reporting person’s role at Elastic N.V. (ESTC)?

The reporting person is both a director and an officer, serving as Chief Technology Officer of Elastic N.V.