[Form 4] Elastic N.V. Insider Trading Activity

Rhea-AI Filing Summary

Mark Eugene Dodds, Chief Revenue Officer of Elastic N.V. (ESTC), reported a disposal of ordinary shares tied to equity vesting. On 09/09/2025 the reporting person sold 5,037 ordinary shares at a price of $90.12 per share to satisfy tax-withholding obligations arising from the vesting of performance-based restricted stock units and restricted stock units. After the transaction the reporting person beneficially owned 167,284 ordinary shares. The Form 4 states the sales were mandated by the issuer's equity incentive plan and were not discretionary trades.

Positive

• Sale was non-discretionary and executed solely to satisfy tax-withholding obligations under the issuer's equity incentive plan
• Filing provides full disclosure of transaction date, price ($90.12), amount sold (5,037 shares) and resulting beneficial ownership (167,284 shares)

Negative

• Reduction in insider holdings: 5,037 shares were disposed, lowering the reporting person's direct stake

Insights

Securities Analyst

TL;DR: Routine sell-to-cover tax sale; not a discretionary disposition and likely has limited informational impact on company prospects.

The Form 4 discloses a non-discretionary sale of 5,037 shares at $90.12 to satisfy tax withholding upon vesting of equity awards. Because the transaction is characterized as mandatory under the issuer's plan and was executed to cover taxes, it does not indicate an opportunistic insider sale or a change in insider sentiment. The remaining stake of 167,284 shares retains the reporting person's continued equity exposure.

Corporate Governance Expert

TL;DR: Compliance with equity plan rules demonstrates standard governance practice; disclosure is timely and complete.

The filing provides the required detail including transaction date, price, amount sold, and an explanation that the sale was mandated by the company's equity incentive plan to satisfy withholding obligations. The presence of a power-of-attorney signature indicates procedural adherence. There are no disclosures of discretionary open-market sales or other governance concerns in this filing.

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
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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)
09/09/2025

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	09/09/2025		S(1)		5,037	D	$90.12	167,284	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	09/10/2025
	** 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.
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.

FAQ

What did Mark Eugene Dodds disclose on Form 4 for Elastic N.V. (ESTC)?

He reported the sale of 5,037 ordinary shares on 09/09/2025 at $90.12 per share to satisfy tax-withholding obligations from vested awards.

Was the sale by the ESTC reporting person discretionary?

No. The Form 4 states the sales were mandated by the issuer's equity incentive plan as a "sell to cover" to satisfy tax withholding and did not represent a discretionary trade.

How many ESTC shares does the reporting person own after the transaction?

Following the sale the reporting person beneficially owned 167,284 ordinary shares.

Who signed the Form 4 for the reporting person?

The form was signed by Marielle Reints by power of attorney on 09/10/2025.

What was the purpose of the share sale reported on the Form 4?

The sale was to satisfy tax obligations associated with the vesting of performance-based restricted stock units and restricted stock units.