Elastic CEO sells 29,227 shares to cover taxes

Elastic N.V.’s CEO executed a mandated sell-to-cover transaction for tax withholding tied to RSU vesting, retaining over half a million shares afterward.

Rhea-AI Filing Summary

Elastic N.V. (ESTC) reported that Chief Executive Officer and director Ashutosh Kulkarni sold 29,227 ordinary shares on September 9, 2026, at $87.78 per share. According to the company’s equity plan, this mandated "sell to cover" transaction was executed solely to satisfy tax withholding obligations upon vesting of RSUs and performance-based RSUs, and was not a discretionary trade. Following the sale, Kulkarni directly held 599,525 ordinary shares.

Insider Trade Summary

Net Seller: 29,227 shares

Net Sell 1 txn

Insider Kulkarni Ashutosh

Role Chief Executive Officer

Sold 29,227 shs ($2.57M)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares F1	29,227	$87.78	$2.57M

Holdings After Transaction: Ordinary Shares — 599,525 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.

Key Figures

Shares sold: 29,227 shares Sale price per share: $87.78 per share Shares held after transaction: 599,525 shares +1 more

4 metrics

Shares sold 29,227 shares Ordinary shares sold on September 9, 2026

Sale price per share $87.78 per share Price for the 29,227 ordinary shares sold on September 9, 2026

Shares held after transaction 599,525 shares Direct holdings of Ashutosh Kulkarni following the sale

Net shares sold 29,227 shares Net change in non-derivative share holdings reported in this Form 4

Key Terms

sell to cover, restricted stock units, performance-based RSUs

3 terms

sell to cover financial

"required 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.

restricted stock units financial

"tax obligations in connection with the vesting of restricted stock units ("RSUs")"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance-based RSUs financial

"vesting of restricted stock units ("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.

FAQ

What insider transaction did Elastic N.V. (ESTC) disclose for its CEO?

Elastic N.V. disclosed that CEO Ashutosh Kulkarni sold 29,227 ordinary shares on September 9, 2026 at $87.78 per share. The sale was a mandated sell to cover transaction to satisfy tax withholding obligations from RSU and performance-based RSU vesting.

Why did the ESTC CEO sell 29,227 shares in this Form 4 filing?

The 29,227 shares were sold to satisfy tax obligations related to the vesting of RSUs and performance-based RSUs. The company’s equity incentive plan required funding tax withholding through a "sell to cover" transaction, and the filing states it did not represent a discretionary trade.

How many Elastic N.V. (ESTC) shares does the CEO hold after this transaction?

After the September 9, 2026 transaction, CEO Ashutosh Kulkarni directly held 599,525 ordinary shares of Elastic N.V. This post-transaction holding is reported in the Form 4 as the total number of shares owned following the sale.

Was the ESTC CEO’s September 9, 2026 sale under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not selected, and the footnote explains the sale was mandated by the equity incentive plan’s sell-to-cover requirement for tax withholding, rather than being executed under a Rule 10b5-1 trading plan.

What type of securities were involved in the ESTC CEO’s Form 4 transaction?

The Form 4 reports a sale of ordinary shares of Elastic N.V. These shares were sold in connection with the vesting of restricted stock units (RSUs) and performance-based RSUs, with the sale used to cover associated tax withholding obligations.

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Available on EDGAR 09/10/2026 - 05:37 PM Accepted by SEC EDGAR 09/10/2026 - 05:36 PM Learn about SEC filing dates

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
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^*

Kulkarni Ashutosh

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	09/09/2026		S(1)		29,227	D	$87.78	599,525	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 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 attorney	09/10/2026
	** 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.
* Form 4: SEC 1474 (03-26)