Elastic (NYSE: ESTC) officer sells shares to cover tax on vested RSUs

Rhea-AI Filing Summary

Elastic N.V.'s Chief Product Officer reported an automatic sale of ordinary shares related to equity compensation. On 12/09/2025, the executive sold 6,544 ordinary shares of Elastic at $75.05 per share. According to the disclosure, these shares were sold solely to satisfy tax withholding obligations arising from the vesting of performance-based restricted stock units and restricted stock units under the company’s equity incentive plan, and did not represent a discretionary trade. After this transaction, the executive beneficially owned 227,038 ordinary shares, held directly.

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^*

Exner Ken

(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 Product 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)		6,544	D	$75.05	227,038	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	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).
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FAQ

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

The Chief Product Officer of Elastic N.V. reported selling 6,544 ordinary shares on 12/09/2025 at a price of $75.05 per share.

Who is the reporting person in the Elastic (ESTC) Form 4 filing?

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

Why were the Elastic (ESTC) shares sold by the Chief Product Officer?

The filing states the ordinary shares were sold to satisfy the reporting person’s tax obligations related to the vesting of performance-based restricted stock units and restricted stock units under the company’s equity incentive plan.

Was the share sale by the Elastic (ESTC) officer discretionary?

No. The filing explains the sales were mandated by the issuer’s equity incentive plan as a “sell to cover” transaction for tax withholding and did not represent a discretionary trade by the reporting person.

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

Following the reported sale, the Chief Product Officer beneficially owned 227,038 ordinary shares of Elastic N.V., held directly.

What type of equity awards triggered the tax-related sale at Elastic (ESTC)?

The sale was linked to the vesting of performance-based restricted stock units and restricted stock units granted under Elastic N.V.’s equity incentive plan.