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

Rhea-AI Filing Summary

Shay Banon, Chief Technology Officer and director of Elastic N.V. (ESTC), reported multiple sales of the issuer's ordinary shares on September 8 and 9, 2025. The Form 4 shows aggregate dispositions of 204,326 ordinary shares sold at weighted-average prices reported in footnotes: $88.6689, $89.5659, $90.6262, $91.2654 and $90.3452 for the separate lots.

Following these transactions, the reporting person beneficially owns 4,363,780 shares directly and 2,054,978 shares indirectly (held by a fund for the reporting person’s three minor children, with the reporting person retaining sole control). A sale of 4,326 shares was explicitly identified as a mandatory "sell to cover" to satisfy tax withholding related to RSU vesting; other sales are reported as dispositions with the prices noted above.

Insights

Financial Analyst

TL;DR: Insider executed routine equity dispositions totaling 204,326 shares; substantial remaining direct and indirect holdings persist.

The reported transactions on September 8-9, 2025 represent multiple sales across five reported price ranges with weighted-average prices disclosed in the filing. Total shares sold amount to 204,326, reducing direct beneficial ownership to 4,363,780 shares. The filing discloses an indirect position of 2,054,978 shares held in a fund for the reporting person’s minor children, for which the reporting person retains sole control. One small lot of 4,326 shares was sold to satisfy tax withholding on RSU vesting under the issuer's equity plan. There is no disclosure in this Form 4 of any new acquisitions, option exercises, or change in board/officer status. From a financial perspective, these are routine dispositions and the remaining ownership remains material.

Corporate Governance Expert

TL;DR: Reported insider sales include mandated tax-withholding and routine open-market dispositions; control over an indirect holding is retained.

The filing identifies Shay Banon as both an officer (CTO) and a director and records multiple open-market sales plus a sell-to-cover for tax obligations tied to equity vesting. The reporting person maintains sole control over an indirect block held for minor children, which continues to be reported as indirect beneficial ownership. The Form 4 is properly signed by a POA and provides weighted-average sale prices and ranges. No other governance actions or changes in relationship to the issuer are disclosed in this filing.

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^*

Banon Shay

(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 Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

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	09/08/2025		S		33,688	D	$88.67(1)	4,534,418	D
Ordinary Shares	09/08/2025		S		35,900	D	$89.57(2)	4,498,518	D
Ordinary Shares	09/08/2025		S		23,600	D	$90.63(3)	4,474,918	D
Ordinary Shares	09/08/2025		S		6,812	D	$91.27(4)	4,468,106	D
Ordinary Shares	09/09/2025		S		100,000	D	$90.35(5)	4,368,106	D
Ordinary Shares	09/09/2025		S(6)		4,326	D	$90.12	4,363,780	D
Ordinary Shares								2,054,978	I	By fund for joint account(7)

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 price reported in Column 4 represents a weighted average sales price of $88.6689. These shares were sold in multiple transactions at prices ranging from $88.0135 to $89.0062, inclusive. The reporting person undertakes to provide to Elastic N.V., any security holder of Elastic N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in footnotes 1 through 5 to this Form 4.

2. The price reported in Column 4 represents a weighted average sales price of $89.5659. These shares were sold in multiple transactions at prices ranging from $89.0204 to $90.0041, inclusive.

3. The price reported in Column 4 represents a weighted average sales price of $90.6262. These shares were sold in multiple transactions at prices ranging from $90.0331 to $91.0235, inclusive.

4. The price reported in Column 4 represents a weighted average sales price of $91.2654. These shares were sold in multiple transactions at prices ranging from $91.0861 to $91.51, inclusive.

5. The price reported in Column 4 represents a weighted average sales price of $90.3452. These shares were sold in multiple transactions at prices ranging from $90.00 to $90.555, inclusive.

6. 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.

7. Held by a fund for joint account (the "fund") owned by the Reporting Person's three minor children. The Reporting Person continues to have sole control of such fund and remains the indirect beneficial owner of the shares owned by such fund.

	/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).
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