Elastic (NYSE: ESTC) CTO gets RSU awards, sells shares for taxes
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Elastic N.V. Chief Technology Officer Shay Banon reported equity compensation activity and related share sales. On June 8, 2026, he acquired 40,231 ordinary shares tied to performance-based RSUs and 31,252 ordinary shares in RSU awards, both at $0.00 per share, subject to multi-year quarterly vesting. On June 9, 2026, 9,288 ordinary shares were sold at $60.61 per share to satisfy tax obligations from the PSU and RSU vesting under a mandatory “sell to cover” mechanism, rather than a discretionary trade. Following these transactions, he holds 4,417,140 ordinary shares directly and 2,054,978 ordinary shares indirectly through a fund for the joint account of his three minor children.
Positive
- None.
Negative
- None.
Insights
Routine equity awards with mandatory tax selling; net position remains large.
Shay Banon received sizable PSU- and RSU-based share awards, with vesting spread over quarterly installments starting on September 8, 2026. These grants represent compensation rather than open-market buying, and vesting is contingent on continued service and prior performance goals.
The 9,288 shares sold at $60.61 per share were executed solely to cover tax obligations under Elastic’s equity incentive plan, which requires a “sell to cover” transaction. This reduces the informational value of the sale as a sentiment signal, especially given his remaining 4,417,140 direct and 2,054,978 indirect shares.
Insider Trade Summary
Net Seller: 9,288 shares ($562,946)
Net Sell
4 txns
Insider
Banon Shay
Role
Chief Technology Officer
Sold
9,288 shs ($563K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Ordinary Shares | 9,288 | $60.61 | $563K |
| Grant/Award | Ordinary Shares | 31,252 | $0.00 | -- |
| Grant/Award | Ordinary Shares | 40,231 | $0.00 | -- |
| holding | Ordinary Shares | -- | -- | -- |
Holdings After Transaction:
Ordinary Shares — 4,417,140 shares (Direct, null);
Ordinary Shares — 2,054,978 shares (Indirect, By fund for joint account)
Footnotes (1)
- Represents ordinary shares earned with respect to an award of performance-based RSUs ("PSUs") granted on June 8, 2025, as determined based on the Issuer's achievement of specified performance goals. One-third of the PSUs vest on the determination date, and thereafter one-eighth of the remaining PSUs vest in quarterly installments beginning on September 8, 2026, contingent on the Reporting Person's continued service on such vesting date. The ordinary shares are represented by restricted stock units ("RSUs"), which vest in sixteen equal quarterly installments beginning on September 8, 2026. The ordinary shares were sold to satisfy the Reporting Person's tax obligations in connection with the vesting of PSUs and 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. 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
Shares from PSUs: 40,231 shares
New RSU award shares: 31,252 shares
Tax sell-to-cover shares: 9,288 shares at $60.61
+3 more
6 metrics
Shares from PSUs
40,231 shares
Ordinary shares earned from performance-based RSUs on June 8, 2026
New RSU award shares
31,252 shares
Ordinary shares in RSU awards on June 8, 2026
Tax sell-to-cover shares
9,288 shares at $60.61
Mandatory sale on June 9, 2026 to satisfy tax obligations
Direct holdings after transactions
4,417,140 shares
Ordinary shares directly owned after June 9, 2026 sale
Indirect holdings via fund
2,054,978 shares
Owned by fund for joint account of three minor children
RSU vesting schedule
16 quarterly installments
RSUs vesting beginning on September 8, 2026
Key Terms
performance-based RSUs, PSUs, restricted stock units ("RSUs"), sell to cover, +1 more
5 terms
performance-based RSUs financial
"Represents ordinary shares earned with respect to an award of performance-based RSUs ("PSUs") granted on June 8, 2025, as determined based on the Issuer's achievement of specified performance goals."
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.
PSUs financial
"Represents ordinary shares earned with respect to an award of performance-based RSUs ("PSUs") granted on June 8, 2025, as determined based on the Issuer's achievement of specified performance goals."
PSUs are company shares promised to employees or executives that only become actual stock if the business hits specific performance targets over a set period. For investors, PSUs matter because they link pay to measurable outcomes — similar to a conditional bonus that converts into ownership — which can influence management decisions, dilution of shares, and signals about confidence in future results.
restricted stock units ("RSUs") financial
"The ordinary shares are represented by restricted stock units ("RSUs"), which vest in sixteen equal quarterly installments beginning on September 8, 2026."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
sell to cover financial
"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"
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.
indirect beneficial owner financial
"The Reporting Person continues to have sole control of such fund and remains the indirect beneficial owner of the shares owned by such fund."
FAQ
What equity awards did Elastic (ESTC) CTO Shay Banon receive in this Form 4?
Shay Banon received 40,231 ordinary shares earned from performance-based RSUs and 31,252 ordinary shares in new RSU awards. These awards vest in scheduled quarterly installments beginning September 8, 2026, contingent on Elastic’s performance and his continued service with the company over time.
What are performance-based RSUs (PSUs) and how do they vest for Elastic’s CTO?
The PSUs were granted June 8, 2025 and earn shares based on Elastic’s achievement of specified performance goals. One-third vests on the determination date, with one-eighth of the remaining PSUs vesting quarterly from September 8, 2026, assuming Shay Banon’s continued service at each vesting date.
How do the reported RSUs for Elastic (ESTC) CTO vest over time?
The RSUs underlying part of these awards vest in sixteen equal quarterly installments beginning on September 8, 2026. Each installment depends on Shay Banon remaining in service on the applicable vesting date, aligning his compensation with long-term retention at Elastic.