Elastic (ESTC) GVP & CAO discloses RSU grant and tax sell-to-cover trade

Rhea-AI Filing Summary

Elastic N.V. reported insider equity activity by its GVP & CAO on Form 4. On 12/08/2025, the officer acquired 9,133 ordinary shares through restricted stock units at a price of $0, increasing beneficial ownership to 46,766 shares. On 12/09/2025, 2,408 ordinary shares were sold at $75.05 per share, leaving 44,358 shares beneficially owned directly.

The RSUs representing the 9,133 ordinary shares vest in sixteen equal quarterly installments beginning on March 8, 2026. The company states that the 2,408 shares were sold to satisfy tax withholding obligations under its equity incentive plan through a required “sell to cover” transaction, and that this sale did not represent a discretionary trade by the reporting person.

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^*

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)
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	12/08/2025		A		9,133(1)	A	$0	46,766	D
Ordinary Shares	12/09/2025		S(2)		2,408	D	$75.05	44,358	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 are represented by restricted stock units ("RSUs"), which vest in sixteen equal quarterly installments beginning on March 8, 2026.

2. The ordinary shares were sold to satisfy the Reporting Person's tax obligations in connection with the vesting of 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	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).
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FAQ

What insider transaction did Elastic (ESTC) disclose in this Form 4?

Elastic disclosed that its GVP & CAO acquired 9,133 ordinary shares on 12/08/2025 through restricted stock units at a price of $0 and later sold 2,408 ordinary shares on 12/09/2025.

How many Elastic (ESTC) shares does the reporting officer own after these transactions?

After the reported transactions, the GVP & CAO beneficially owns 44,358 ordinary shares directly.

At what price were Elastic (ESTC) shares sold in the reported sale?

The reported sale of Elastic ordinary shares was for 2,408 shares at $75.05 per share on 12/09/2025.

Why did the Elastic (ESTC) officer sell 2,408 ordinary shares?

The 2,408 ordinary shares were sold to satisfy the reporting person’s tax obligations related to RSU vesting, as required by Elastic’s equity incentive plan through a mandated “sell to cover” transaction.

How do the Elastic (ESTC) RSUs reported in this filing vest?

The restricted stock units representing 9,133 ordinary shares vest in sixteen equal quarterly installments beginning on March 8, 2026.

Is the reported Elastic (ESTC) share sale considered a discretionary trade?

No. The filing states 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.