[Form 4] Elastic N.V. Insider Trading Activity

Rhea-AI Filing Summary

Elastic N.V. (ESTC) reporting person Jane E. Bone sold 629 ordinary shares on 09/09/2025 at $90.12 per share to satisfy tax withholding obligations from the vesting of restricted stock units. After the transaction, the reporting person beneficially owned 38,786 ordinary shares, held directly. The filing states the sale was a mandatory "sell-to-cover" under the issuer's equity incentive plan and was not a discretionary trade by the reporting person. The Form 4 was signed by power of attorney on 09/10/2025.

Positive

• Compliance with disclosure rules: Form 4 filed promptly and signed by power of attorney.
• Transparent explanation: Sale explicitly stated as mandatory "sell-to-cover" to meet tax obligations from RSU vesting.

Negative

• Reduction in insider holdings: 629 shares sold, decreasing beneficial ownership to 38,786 shares.
• Potential perception risk: Any insider sale can attract investor attention despite being non-discretionary.

Insights

Corporate Governance Expert

TL;DR: Routine mandated sell-to-cover to satisfy tax withholding; no discretionary insider selling indicated.

The Form 4 documents a common administrative sale triggered by RSU vesting rather than a voluntary disposition. The transaction aligns with standard equity plan mechanics where employers facilitate tax withholding via a sell-to-cover, reducing the insider's holdings marginally. Because the filing explicitly states the sale was required by the equity plan and not discretionary, this disclosure does not signal management-led opportunistic selling or governance concerns. Documentation by power of attorney appears routine and properly executed.

Financial Analyst

TL;DR: Small, non-discretionary sale; immaterial impact on ownership and likely not market-moving.

The reporter sold 629 shares at $90.12, lowering beneficial ownership to 38,786 shares. The absolute size of the sale is small relative to typical insider positions and the company's public float, suggesting negligible impact on valuation or signaling. The stated purpose—satisfying tax withholding from RSU vesting—explains timing and size; no additional transactions or derivative activity were disclosed. Investors should view this as administrative rather than informative about company performance.

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^*

Bone Jane E

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	GVP & CAO

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2025

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	09/09/2025		S(1)		629	D	$90.12	38,786	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. 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	09/10/2025
	** 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.
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.

FAQ

What did Jane E. Bone sell according to the Form 4 for ESTC?

The Form 4 reports a sale of 629 ordinary shares on 09/09/2025 at $90.12 per share.

Why were the shares sold in this Form 4 (ESTC)?

The filing states the shares were sold to satisfy tax withholding obligations arising from the vesting of restricted stock units under the issuer's equity incentive plan.

How many shares does the reporting person own after the transaction?

After the sale the reporting person beneficially owned 38,786 ordinary shares held directly.

Was the sale a discretionary insider trade according to the filing?

No. The Form 4 explicitly states the sale was mandated by the issuer's equity incentive plan and was not a discretionary trade by the reporting person.

When was the Form 4 signed and filed?

The signature block shows the form was signed by power of attorney on 09/10/2025.