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

Elastic (NYSE: ESTC) CLO receives PSU and RSU awards, sells shares for taxes

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Elastic N.V. Chief Legal Officer Carolyn Herzog reported equity awards and related tax sales. On June 8, she acquired 32,185 ordinary shares through earned performance-based RSUs and 20,140 ordinary shares through RSUs at no cost, reflecting compensation awards that will continue to vest over time starting on September 8, 2026.

On June 9, she sold 9,485 ordinary shares at an average price of $60.61 per share. According to the disclosure, these shares were sold under a mandatory “sell to cover” provision to satisfy tax obligations from PSU and RSU vesting and did not represent a discretionary trade. After these transactions, she directly holds 128,439 ordinary shares.

Positive

  • None.

Negative

  • None.
Insider Herzog Carolyn
Role Chief Legal Officer
Sold 9,485 shs ($575K)
Type Security Shares Price Value
Sale Ordinary Shares 9,485 $60.61 $575K
Grant/Award Ordinary Shares 20,140 $0.00 --
Grant/Award Ordinary Shares 32,185 $0.00 --
Holdings After Transaction: Ordinary Shares — 128,439 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. Includes 264 ordinary shares purchased under the Issuer's Employee Stock Purchase Plan on March 15, 2026. 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.
Shares sold 9,485 shares Open-market sale on June 9, 2026 at $60.61 per share
Sale price $60.61 per share Average price for 9,485 ordinary shares sold June 9, 2026
PSU shares acquired 32,185 shares Ordinary shares earned from performance-based RSUs on June 8, 2026
RSU shares acquired 20,140 shares Ordinary shares represented by RSUs granted June 8, 2026
Shares held after 128,439 shares Direct holdings after reported transactions
Net shares sold 9,485 shares Net buy/sell direction in transaction summary
performance-based RSUs ("PSUs") financial
"Represents ordinary shares earned with respect to an award of performance-based RSUs ("PSUs") granted on June 8, 2025, as determined..."
Employee Stock Purchase Plan financial
"Includes 264 ordinary shares purchased under the Issuer's Employee Stock Purchase Plan on March 15, 2026."
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
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 ordinary shares were sold to satisfy the Reporting Person's tax obligations... mandated by the Issuer's equity incentive plan..."
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
"requires the satisfaction of 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.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Herzog Carolyn
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Legal 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)
XForm 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)
CodeVAmount(A) or (D)Price
Ordinary Shares06/08/2026A20,140(1)A$0105,739(2)D
Ordinary Shares06/08/2026A32,185(3)A$0137,924D
Ordinary Shares06/09/2026S(4)9,485D$60.61128,439D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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. Includes 264 ordinary shares purchased under the Issuer's Employee Stock Purchase Plan on March 15, 2026.
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 attorney06/10/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Elastic (ESTC) report for Carolyn Herzog?

Elastic reported that Chief Legal Officer Carolyn Herzog received two equity awards and executed a related tax sale. She acquired 32,185 shares from performance-based RSUs and 20,140 shares from RSUs, then sold 9,485 shares at $60.61 to cover tax obligations.

How many Elastic (ESTC) shares did Carolyn Herzog sell and at what price?

Carolyn Herzog sold 9,485 Elastic ordinary shares at an average price of $60.61 per share. The filing states the sale was required to fund tax withholding obligations tied to PSU and RSU vesting under the company’s equity incentive plan.

Were Carolyn Herzog’s Elastic (ESTC) share sales discretionary trades?

No. The filing explains the 9,485-share sale was mandated by Elastic’s equity incentive plan as a “sell to cover” transaction. It was executed solely to satisfy tax obligations from PSU and RSU vesting, rather than a discretionary market decision by Herzog.

What equity awards did Carolyn Herzog receive from Elastic (ESTC)?

Herzog received ordinary shares tied to two types of awards: 32,185 shares from performance-based RSUs earned based on achievement of specified goals, and 20,140 shares represented by RSUs. Both sets of awards vest in scheduled quarterly installments beginning September 8, 2026.

How many Elastic (ESTC) shares does Carolyn Herzog hold after these transactions?

Following the reported transactions, Carolyn Herzog directly holds 128,439 Elastic ordinary shares. This figure reflects her position after receiving PSU and RSU-related share awards and completing the mandated sale of 9,485 shares to cover associated tax obligations.

How do Carolyn Herzog’s Elastic (ESTC) PSUs and RSUs vest over time?

For the performance-based RSUs granted in June 2025, one-third vests on the determination date, then one-eighth of the remaining units vests quarterly starting September 8, 2026. The RSUs vest in sixteen equal quarterly installments beginning on the same September 8, 2026 date.