Elastic CTO sells 161,787 shares around $86–$88

Elastic’s CTO and director disclosed September 2026 share sales, including a tax-withholding sell-to-cover transaction, while retaining a large indirect holding.

Rhea-AI Filing Summary

Elastic N.V. (ESTC) director and Chief Technology Officer Shay Banon reported open-market sales of 161,787 ordinary shares on September 9–10, 2026, at prices in the mid‑$80s to high‑$80s per share. A 6,577‑share sale on September 9 was made to cover tax withholding on vesting RSUs under the company’s equity plan and was not a discretionary trade. Banon also reports 1,554,978 ordinary shares held indirectly through a fund for the joint account of his three minor children, over which he has sole control.

Insider Trade Summary

Net Seller: 161,787 shares

Net Sell 7 txns

Insider Banon Shay

Role Chief Technology Officer

Sold 161,787 shs ($14.04M)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares F5	6,101	$85.16	$520K
Sale	Ordinary Shares	100	$87.00	$9K
Sale	Ordinary Shares F1	6,577	$87.78	$577K
Sale	Ordinary Shares F2	127,892	$86.55	$11.07M
Sale	Ordinary Shares F3	14,991	$88.08	$1.32M
Sale	Ordinary Shares F4	6,126	$88.28	$541K
holding	Ordinary Shares F6	--	--	--

Holdings After Transaction: Ordinary Shares — 3,994,770 shares (Direct); Ordinary Shares — 1,554,978 shares (Indirect, By fund for joint account)

Footnotes (6)

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.
2. F2. The price reported in Column 4 represents a weighted average sales price of $86.5511. These shares were sold in multiple transactions at prices ranging from $86.17 to $87.1278, inclusive. The reporting person undertakes to provide to Elastic N.V., any security holder of Elastic N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in footnotes 2 through 5 to this Form 4.
3. F3. The price reported in Column 4 represents a weighted average sales price of $88.0774. These shares were sold in multiple transactions at prices ranging from $87.18 to $88.17, inclusive.
4. F4. The price reported in Column 4 represents a weighted average sales price of $88.2797. These shares were sold in multiple transactions at prices ranging from $88.18 to $88.455, inclusive.
5. F5. The price reported in Column 4 represents a weighted average sales price of $85.1560. These shares were sold in multiple transactions at prices ranging from $85.00 to $85.5831, inclusive.
6. F6. 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.

Key Figures

Total shares sold: 161,787 shares Sale on September 9, 2026 (tax withholding): 6,577 shares at $87.78 per share Large block sale at weighted average price: 127,892 shares at $86.55 per share +5 more

8 metrics

Total shares sold 161,787 shares Net shares sold by Shay Banon in reported transactions on September 9–10, 2026

Sale on September 9, 2026 (tax withholding) 6,577 shares at $87.78 per share Sale disclosed as satisfying tax obligations on vesting RSUs under equity plan

Large block sale at weighted average price 127,892 shares at $86.55 per share Weighted average sales price with trades ranging from $86.17 to $87.1278

Additional block sale 14,991 shares at $88.08 per share Weighted average sales price with trades ranging from $87.18 to $88.17

Additional block sale 6,126 shares at $88.28 per share Weighted average sales price with trades ranging from $88.18 to $88.455

Sale on September 10, 2026 6,101 shares at $85.16 per share Weighted average sales price with trades ranging from $85.00 to $85.5831

Small additional sale 100 shares at $87.00 per share Non-derivative open-market or private transaction on September 10, 2026

Indirect beneficial holdings 1,554,978 shares Ordinary shares held by a fund for the joint account of his three minor children

Key Terms

restricted stock units, performance-based RSUs, sell to cover, weighted average sales price, +1 more

5 terms

restricted stock units financial

"in connection with the vesting of restricted stock units ("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.

sell to cover financial

"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.

weighted average sales price financial

"The price reported in Column 4 represents a weighted average sales price"

indirect beneficial owner financial

"remains the indirect beneficial owner of the shares owned by such fund"

FAQ

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

What did Elastic N.V. (ESTC) CTO Shay Banon report in this Form 4?

He reported sales of 161,787 ordinary shares of Elastic N.V. on September 9–10, 2026, in open-market transactions at prices in the mid‑$80s to high‑$80s per share, plus an updated indirect holding position.

How many Elastic (ESTC) shares did Shay Banon sell on each date?

On September 9, 2026, he reported selling several blocks totaling the majority of the 161,787 shares. On September 10, 2026, he reported additional smaller sales, including 6,101 shares at $85.16 and 100 shares at $87.00.

Were any of Shay Banon’s ESTC share sales related to tax withholding?

Yes. A 6,577‑share sale on September 9, 2026 was disclosed as being made to satisfy the reporting person’s tax obligations upon vesting of RSUs and performance-based RSUs, mandated as a “sell to cover” under Elastic’s equity incentive plan.

What prices did Shay Banon receive for the ESTC shares he sold?

Reported per‑share prices include $86.55, $88.08, $88.28, $87.78, $85.16, and $87.00. Several blocks are described in footnotes as sold at weighted average sales prices within specified intraday ranges.

How many Elastic (ESTC) shares does Shay Banon still beneficially own indirectly?

He reports 1,554,978 ordinary shares held indirectly by a fund for the joint account of his three minor children. The disclosure states he has sole control of the fund and remains the indirect beneficial owner of those shares.

Were Shay Banon’s ESTC trades made under a Rule 10b5-1 trading plan?

No Rule 10b5‑1 trading plan is reported. The document-level checkbox for such a plan is unchecked, and the footnotes state only that one 6,577‑share sale was mandated as a sell to cover for tax withholding on RSU vesting.

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

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Available on EDGAR 09/11/2026 - 05:47 PM Accepted by SEC EDGAR 09/11/2026 - 05:46 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^*

Banon Shay

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Technology 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)		6,577	D	$87.78	4,149,980	D
Ordinary Shares	09/09/2026		S		127,892	D	$86.55(2)	4,022,088	D
Ordinary Shares	09/09/2026		S		14,991	D	$88.08(3)	4,007,097	D
Ordinary Shares	09/09/2026		S		6,126	D	$88.28(4)	4,000,971	D
Ordinary Shares	09/10/2026		S		6,101	D	$85.16(5)	3,994,870	D
Ordinary Shares	09/10/2026		S		100	D	$87	3,994,770	D
Ordinary Shares								1,554,978	I	By fund for joint account(6)

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.

2. The price reported in Column 4 represents a weighted average sales price of $86.5511. These shares were sold in multiple transactions at prices ranging from $86.17 to $87.1278, inclusive. The reporting person undertakes to provide to Elastic N.V., any security holder of Elastic N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in footnotes 2 through 5 to this Form 4.

3. The price reported in Column 4 represents a weighted average sales price of $88.0774. These shares were sold in multiple transactions at prices ranging from $87.18 to $88.17, inclusive.

4. The price reported in Column 4 represents a weighted average sales price of $88.2797. These shares were sold in multiple transactions at prices ranging from $88.18 to $88.455, inclusive.

5. The price reported in Column 4 represents a weighted average sales price of $85.1560. These shares were sold in multiple transactions at prices ranging from $85.00 to $85.5831, inclusive.

6. 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	09/11/2026
	** 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)