Elastic (NYSE: ESTC) CPO nets RSU awards, sells shares to cover taxes

Rhea-AI Filing Summary

Elastic N.V. Chief Product Officer Ken Exner reported equity compensation activity and related tax sales. On June 8, 2026, he acquired 72,417, 34,725 and 48,616 ordinary shares at $0.00 per share through vested performance-based RSUs and RSUs, reflecting previously granted awards tied to performance and service conditions.

On June 9, 2026, he sold 18,449 ordinary shares at an average price of $60.61 per share to satisfy tax obligations under Elastic’s equity incentive plan via a mandated “sell to cover” transaction, described as not a discretionary trade. Following these transactions, he directly holds 360,037 ordinary shares.

Insights

Equity compensation and insider-trading analyst

Compensation-related RSU vesting with non-discretionary tax sales.

The filing shows Elastic’s Chief Product Officer receiving ordinary shares from vested performance-based RSUs and RSUs at $0.00 per share, which is standard for stock-based compensation. Vesting schedules are tied to multi-year performance goals and continued service, spreading equity delivery over several years.

The 18,449 shares sold at $60.61 per share were executed solely to cover tax obligations under the company’s equity incentive plan, according to the disclosure. The sale is characterized as a mandated “sell to cover” rather than a discretionary open-market trade, and Exner continues to hold 360,037 shares afterward.

Insider Trade Summary

Net Seller: 18,449 shares ($1,118,194)

Net Sell 4 txns

Insider Exner Ken

Role Chief Product Officer

Sold 18,449 shs ($1.12M)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares	18,449	$60.61	$1.12M
Grant/Award	Ordinary Shares	48,616	$0.00	--
Grant/Award	Ordinary Shares	34,725	$0.00	--
Grant/Award	Ordinary Shares	72,417	$0.00	--

Holdings After Transaction: Ordinary Shares — 360,037 shares (Direct, null)

Footnotes (1)

1. Represents ordinary shares earned with respect to an award of performance-based RSUs ("PSUs") granted on June 8, 2025, as determined based on the Issuer's achievement of specified performance goals. One-third of the PSUs vest on the determination date, and thereafter one-eighth of the remaining PSUs vest in quarterly installments beginning on September 8, 2026, contingent on the Reporting Person's continued service on such vesting date. Represents ordinary shares earned with respect to an award of PSUs granted on June 8, 2025, as determined based on the Issuer's achievement of specified performance goals. 20% of the PSUs vest on the one year anniversary of the date of grant, 20% vest on the two year anniversary of the date of grant, 30% vest on the three year anniversary of the date of grant and 30% vest on the four year anniversary of the date of grant, contingent on the Reporting Person's continued service on such vesting date. The ordinary shares are represented by restricted stock units ("RSUs"), which vest in sixteen equal quarterly installments beginning on September 8, 2026. The ordinary shares were sold to satisfy the Reporting Person's tax obligations in connection with the vesting of PSUs and 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

Tax-related sale: 18,449 shares at $60.61 Post-transaction holdings: 360,037 shares PSU/RSU vesting block 1: 72,417 shares at $0.00 +3 more

6 metrics

Tax-related sale 18,449 shares at $60.61 Ordinary shares sold on June 9, 2026 to cover taxes

Post-transaction holdings 360,037 shares Ordinary shares held directly after reported transactions

PSU/RSU vesting block 1 72,417 shares at $0.00 Ordinary shares acquired on June 8, 2026 from earned PSUs

PSU/RSU vesting block 2 34,725 shares at $0.00 Ordinary shares acquired on June 8, 2026 from PSUs

RSU grant vesting block 48,616 shares at $0.00 Ordinary shares represented by RSUs vesting over 16 quarters

Net share change -18,449 shares Net buy/sell direction reported as net-sell in summary

Key Terms

performance-based RSUs ("PSUs"), restricted stock units ("RSUs"), equity incentive plan, sell to cover, +1 more

5 terms

performance-based RSUs ("PSUs") financial

"Represents ordinary shares earned with respect to an award of performance-based RSUs ("PSUs") granted on June 8, 2025..."

restricted stock units ("RSUs") financial

"The ordinary shares are represented by restricted stock units ("RSUs"), which vest in sixteen equal quarterly installments..."

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.

equity incentive plan financial

"The sales were mandated by the Issuer's equity incentive plan which requires the satisfaction of tax withholding obligations..."

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 and does not represent a discretionary trade..."

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.

tax withholding obligations financial

"The ordinary shares were sold to satisfy the Reporting Person's tax obligations in connection with the vesting of PSUs and RSUs."

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Form 4 Insider Transactions: What Each Field Means →

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^*

Exner Ken

(Last) (First) (Middle)

C/O ELASTIC N.V.

88 KEARNY STREET, FLOOR 19

(Street)

SAN FRANCISCO CALIFORNIA 94108

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2026

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	06/08/2026		A		48,616(1)	A	$0	271,344	D
Ordinary Shares	06/08/2026		A		34,725(2)	A	$0	306,069	D
Ordinary Shares	06/08/2026		A		72,417(3)	A	$0	378,486	D
Ordinary Shares	06/09/2026		S(4)		18,449	D	$60.61	360,037	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. Represents ordinary shares earned with respect to an award of performance-based RSUs ("PSUs") granted on June 8, 2025, as determined based on the Issuer's achievement of specified performance goals. One-third of the PSUs vest on the determination date, and thereafter one-eighth of the remaining PSUs vest in quarterly installments beginning on September 8, 2026, contingent on the Reporting Person's continued service on such vesting date.

2. Represents ordinary shares earned with respect to an award of PSUs granted on June 8, 2025, as determined based on the Issuer's achievement of specified performance goals. 20% of the PSUs vest on the one year anniversary of the date of grant, 20% vest on the two year anniversary of the date of grant, 30% vest on the three year anniversary of the date of grant and 30% vest on the four year anniversary of the date of grant, contingent on the Reporting Person's continued service on such vesting date.

3. The ordinary shares are represented by restricted stock units ("RSUs"), which vest in sixteen equal quarterly installments beginning on September 8, 2026.

4. The ordinary shares were sold to satisfy the Reporting Person's tax obligations in connection with the vesting of PSUs and 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	06/10/2026
	** 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)