Elastic (ESTC) CEO sells 17,756 shares to cover RSU tax obligations

Rhea-AI Filing Summary

Elastic N.V.'s Chief Executive Officer Ashutosh Kulkarni reported an open-market sale of 17,756 ordinary shares at $52.28 per share. According to the disclosure, these shares were sold solely to satisfy tax obligations arising from the vesting of performance-based restricted stock units and restricted stock units under the company’s equity incentive plan, which mandates a "sell to cover" transaction rather than a discretionary trade. After this sale, Kulkarni directly holds 409,145 ordinary shares.

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^*

Kulkarni Ashutosh

(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 Executive 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)		17,756	D	$52.28	409,145	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 did Elastic (ESTC) CEO Ashutosh Kulkarni report in this Form 4 filing?

Elastic CEO Ashutosh Kulkarni reported selling 17,756 ordinary shares at $52.28 each. The filing explains the shares were sold to cover tax obligations from vesting performance-based restricted stock units and restricted stock units under the company’s equity incentive plan.

Was the Elastic (ESTC) CEO’s share sale a discretionary transaction?

No, the sale was not discretionary. The filing states the company’s equity incentive plan mandates a "sell to cover" transaction to fund required tax withholding when restricted stock units vest, so the sale was executed to satisfy tax obligations rather than as an elective trade.

How many Elastic (ESTC) shares does the CEO hold after this reported sale?

After the reported transaction, CEO Ashutosh Kulkarni directly holds 409,145 ordinary shares. This figure reflects his remaining position following the sale of 17,756 shares executed to cover tax withholding associated with vested performance-based restricted stock units and restricted stock units.

What price was received for the Elastic (ESTC) shares sold in this transaction?

The ordinary shares were sold at an average price of $52.28 per share. This price applies to the 17,756 shares sold in the open market, as disclosed in the Form 4, to satisfy the CEO’s tax obligations triggered by equity award vesting.

Why were Elastic (ESTC) shares sold in connection with restricted stock units?

The shares were sold to meet tax withholding duties created when performance-based restricted stock units and restricted stock units vested. The company’s equity incentive plan requires these tax obligations to be funded by a "sell to cover" transaction, instead of the CEO choosing the sale timing.