Elastic (ESTC) CLO Herzog sells shares to cover tax from RSU vesting

Rhea-AI Filing Summary

Elastic N.V.’s Chief Legal Officer Carolyn Herzog reported an open-market sale of 3,989 ordinary shares at $52.28 per share on March 9, 2026. According to the disclosure, the sale was mandated as a “sell to cover” transaction to satisfy tax obligations tied to vesting performance-based and time-based restricted stock units, rather than a discretionary trade. After this transaction, Herzog directly holds 85,335 ordinary shares.

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^*

Herzog Carolyn

(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 Legal 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)		3,989	D	$52.28	85,335	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 did Elastic (ESTC) insider Carolyn Herzog report in this Form 4?

Carolyn Herzog reported selling 3,989 Elastic ordinary shares at $52.28 each. The transaction was tied to tax obligations from vesting stock units, rather than a discretionary decision to reduce her investment stake in the company.

Why were Carolyn Herzog’s Elastic (ESTC) shares sold in this transaction?

The shares were sold to cover Herzog’s tax obligations from vesting performance-based and restricted stock units. The company’s equity plan mandated a “sell to cover” transaction, meaning the sale was automatic and not a voluntary market-timing decision by her.

How many Elastic (ESTC) shares does Carolyn Herzog hold after the sale?

Following the reported sale, Carolyn Herzog holds 85,335 Elastic ordinary shares directly. This figure reflects her remaining ownership after 3,989 shares were sold in the mandated transaction linked to equity award vesting and associated tax withholding requirements.

Was Carolyn Herzog’s Elastic (ESTC) share sale a discretionary trade?

No. The footnote explains the sale was mandated by Elastic’s equity incentive plan as a “sell to cover” for tax withholding. It was executed to satisfy tax liabilities from vesting stock units, not as a discretionary decision to buy or sell shares in the open market.

What type of Elastic (ESTC) securities were involved in Carolyn Herzog’s transaction?

The transaction involved Elastic ordinary shares. These shares were sold at $52.28 per share, specifically to fund required tax withholding associated with vesting performance-based restricted stock units and restricted stock units awarded to Carolyn Herzog.