Elastic (NYSE: ESTC) CEO files Form 4 for 20,413-share tax sell-to-cover

Rhea-AI Filing Summary

Elastic N.V. Chief Executive Officer and director reports tax-related share sale

The Chief Executive Officer of Elastic N.V. (ESTC), who also serves as a director, reported selling 20,413 ordinary shares on 12/09/2025 at a price of $75.05 per share. After this transaction, the reporting person beneficially owns 431,901 ordinary shares directly.

According to the explanation, the shares were sold solely to cover tax obligations arising from the vesting of performance-based restricted stock units and restricted stock units. The sale was mandated by the company’s equity incentive plan as a “sell to cover” tax withholding transaction and is described as not a discretionary trade by the executive.

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)
12/09/2025

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	12/09/2025		S(1)		20,413	D	$75.05	431,901	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	12/10/2025
	** 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.
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FAQ

What insider transaction did Elastic N.V. (ESTC) report in this Form 4?

The Chief Executive Officer and director of Elastic N.V. (ESTC) reported selling 20,413 ordinary shares on 12/09/2025 at a price of $75.05 per share.

Why did the Elastic (ESTC) CEO sell 20,413 shares?

The filing states the shares were sold to satisfy the reporting person’s tax obligations related to the vesting of performance-based restricted stock units and restricted stock units, under a mandated “sell to cover” provision in the company’s equity incentive plan.

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

No. The filing explains that the sale was mandated by Elastic’s equity incentive plan to fund tax withholding obligations and does not represent a discretionary trade by the reporting person.

How many Elastic (ESTC) shares does the CEO own after this transaction?

Following the reported sale, the CEO beneficially owns 431,901 ordinary shares of Elastic N.V., held in direct ownership form.

What is the role of the reporting person at Elastic N.V. (ESTC)?

The reporting person is both a Director and an Officer of Elastic N.V., serving as the company’s Chief Executive Officer.

Does this Elastic (ESTC) Form 4 involve any derivative securities?

The provided section of the Form 4 includes a table for derivative securities but does not list any specific derivative transactions in the excerpt.