STOCK TITAN

Elastic CRO sells 9,673 shares at $87.78

Elastic’s Chief Revenue Officer executed a mandatory sell-to-cover tax transaction tied to vested RSUs, retaining a substantial remaining share position.

(Very High)
(Negative)
Form Type
4

Rhea-AI Filing Summary

Elastic N.V. (ESTC) reported that Chief Revenue Officer Mark Eugene Dodds sold 9,673 ordinary shares on September 9, 2026 at $87.78 per share. According to the company’s disclosure, the sale was a mandatory “sell to cover” transaction to satisfy tax withholding obligations on vested RSUs and performance-based RSUs, rather than a discretionary trade. After this sale, Dodds directly holds 288,538 ordinary shares.

Positive

  • None.

Negative

  • None.

Insights

Analyzing...

Insider Dodds Mark Eugene
Role Chief Revenue Officer
Sold 9,673 shs ($849K)
Type Security Shares Price Value
Sale Ordinary Shares F1 9,673 $87.78 $849K
Holdings After Transaction: Ordinary Shares — 288,538 shares (Direct)
Footnotes (1)
  1. F1. The ordinary shares were sold to satisfy the Reporting Person's tax obligations in connection with the vesting of restricted stock units ("RSUs") and performance-based 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.
Shares sold 9,673 shares Ordinary shares sold by Chief Revenue Officer on September 9, 2026
Sale price per share $87.78 per share Price for the 9,673 ordinary shares sold on September 9, 2026
Shares held after transaction 288,538 shares Direct holdings of Mark Eugene Dodds following the reported sale
restricted stock units ("RSUs") financial
"tax obligations in connection with the vesting of restricted stock units ("RSUs")"
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.
performance-based RSUs financial
"in connection with the vesting of RSUs and performance-based RSUs"
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.
equity incentive plan financial
"mandated by the Issuer's equity incentive plan which requires the satisfaction"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
sell to cover financial
"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.

FAQ

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

Elastic N.V. reported that Chief Revenue Officer Mark Eugene Dodds sold 9,673 ordinary shares on September 9, 2026 in a transaction coded as a sale in the open market or a private transaction.

At what price were the ESTC shares sold in this Form 4 transaction?

The reported sale price was $87.78 per ordinary share for the 9,673 shares sold on September 9, 2026, as disclosed in the Form 4 filing.

Why did Elastic’s Chief Revenue Officer sell 9,673 ESTC shares?

The filing states the shares were sold to satisfy tax obligations arising from the vesting of restricted stock units and performance-based RSUs, under the issuer’s equity incentive plan, as a mandatory “sell to cover” transaction rather than a discretionary trade.

How many Elastic (ESTC) shares does Mark Eugene Dodds hold after this transaction?

After the September 9, 2026 sale, Mark Eugene Dodds is reported to directly hold 288,538 ordinary shares of Elastic N.V.

Was the ESTC insider sale by Mark Eugene Dodds made under a Rule 10b5-1 trading plan?

The document-level Rule 10b5-1 checkbox is marked false, and the footnote explains the sale was mandated by the company’s equity incentive plan as a sell-to-cover tax transaction, not a discretionary trade under a trading plan.

What type of equity awards triggered the tax sell-to-cover for Elastic’s CRO?

The footnote explains that the tax obligations arose from the vesting of restricted stock units (RSUs) and performance-based RSUs, which led to the mandatory sell-to-cover sale of 9,673 ordinary shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
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.
33 NEW MONTGOMERY ST., FLOOR 9

(Street)
SAN FRANCISCO CALIFORNIA 94105

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Elastic N.V. [ ESTC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Revenue Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/09/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Ordinary Shares09/09/2026S(1)9,673D$87.78288,538D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 restricted stock units ("RSUs") and performance-based 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.
/s/ Marielle Reints, by power of attorney09/10/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Keep reading