Elastic (NYSE: ESTC) CPO Ken Exner sells shares to cover tax from vesting awards

Rhea-AI Filing Summary

Elastic N.V. Chief Product Officer Ken Exner reported a mandated tax-related share sale. On March 9, 2026, he sold 4,310 ordinary shares of Elastic at $52.28 per share in an open-market transaction required to cover tax obligations from vesting equity awards.

After this sale, Exner directly held 222,728 ordinary shares. According to the disclosure, the sale was executed under the company’s equity incentive plan as a mandatory “sell to cover” transaction and did not represent a discretionary trade by Exner.

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^*

Exner Ken

(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)
	Chief Product Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026

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	03/09/2026		S(1)		4,310	D	$52.28	222,728	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	03/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Elastic (ESTC) report for Ken Exner?

Elastic reported that Chief Product Officer Ken Exner sold 4,310 ordinary shares of the company on March 9, 2026. The shares were sold in an open-market transaction at $52.28 per share to cover tax obligations from vesting equity awards.

Why did Elastic (ESTC) Chief Product Officer sell 4,310 shares?

The 4,310 shares were sold to cover tax obligations tied to vesting performance-based restricted stock units and restricted stock units. The sale was mandated by Elastic’s equity incentive plan as a “sell to cover” transaction, not a discretionary trade by Ken Exner.

How many Elastic (ESTC) shares does Ken Exner hold after the transaction?

Following the tax-related sale, Ken Exner directly held 222,728 ordinary shares of Elastic. This figure reflects his remaining position after selling 4,310 shares on March 9, 2026 at a price of $52.28 per share in the open market.

Was Ken Exner’s Elastic (ESTC) share sale a discretionary trade?

The filing states the sale was not a discretionary trade by Ken Exner. It was executed under Elastic’s equity incentive plan as a required “sell to cover” transaction to satisfy tax withholding obligations arising from vesting equity awards.

What price did Elastic (ESTC) insider Ken Exner receive per share?

Ken Exner’s mandated sale of 4,310 ordinary shares was executed at an average price of $52.28 per share. The transaction was described as an open-market sale undertaken solely to meet tax withholding obligations from vesting restricted stock and performance-based units.

What type of equity awards triggered the Elastic (ESTC) tax-related share sale?

The sale was triggered by the vesting of performance-based restricted stock units and restricted stock units. Elastic’s equity incentive plan required a “sell to cover” transaction so that tax withholding obligations on these vesting awards could be funded through selling a portion of the shares.