Elastic (ESTC) CRO sells 3,723 shares in mandated tax sell-to-cover

Rhea-AI Filing Summary

Elastic N.V.’s Chief Revenue Officer Mark Eugene Dodds reported a mandated tax-related share sale. On the transaction date, he sold 3,723 ordinary shares at $52.28 per share in an open-market transaction required under the company’s equity incentive plan to cover tax withholding on vesting equity awards.

The filing notes this "sell to cover" transaction was not a discretionary trade by Dodds. After the sale, he continued to hold 152,563 ordinary shares, indicating he retains a substantial equity position in Elastic.

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^*

Dodds Mark Eugene

(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 Revenue Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026

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	03/09/2026		S(1)		3,723	D	$52.28	152,563	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	03/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Elastic (ESTC) report for Mark Eugene Dodds?

Elastic reported that Chief Revenue Officer Mark Eugene Dodds sold 3,723 ordinary shares. The sale was to cover tax obligations from vesting performance-based restricted stock units and restricted stock units, rather than a discretionary decision to reduce his investment.

At what price did Mark Eugene Dodds sell Elastic (ESTC) shares?

Mark Eugene Dodds sold 3,723 Elastic ordinary shares at $52.28 per share. This open-market sale was executed solely to fund required tax withholding obligations tied to vesting equity awards under Elastic’s equity incentive plan.

How many Elastic (ESTC) shares does Mark Eugene Dodds hold after the reported sale?

After the transaction, Mark Eugene Dodds holds 152,563 Elastic ordinary shares. This remaining position shows he continues to maintain a significant equity stake in the company despite selling a small portion to satisfy tax withholding obligations.

Was the Elastic (ESTC) insider sale by Mark Eugene Dodds discretionary?

No. The filing explains the sale was mandated by Elastic’s equity incentive plan as a "sell to cover" transaction. The shares were sold specifically to satisfy tax obligations from vesting equity awards, and did not represent a discretionary trade by Dodds.

Why did Elastic’s (ESTC) Chief Revenue Officer need to sell shares for taxes?

The sale funded tax withholding obligations triggered when performance-based restricted stock units and restricted stock units vested. Elastic’s equity incentive plan requires these obligations to be met through a sell-to-cover transaction, leading to the 3,723-share sale by Mark Eugene Dodds.