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

Rhea-AI Filing Summary

Elastic N.V. Chief Legal Officer Carolyn Herzog reported a non-discretionary sale of 5,143 ordinary shares on 09/09/2025 at a price of $90.12 per share. The Form 4 shows the sale was a "sell to cover" required by the issuer's equity incentive plan to satisfy tax withholding on vested performance-based restricted stock units and restricted stock units. After the transaction, Herzog beneficially owned 94,677 ordinary shares. The filing was signed by power of attorney on 09/10/2025. No derivative transactions are reported.

Positive

• Transaction aligned with company equity incentive plan and tax withholding requirements
• Reporting person complied with Section 16 disclosure by timely filing Form 4

Negative

• Sale of 5,143 ordinary shares reduced insider's beneficial ownership
• Post-transaction holdings are 94,677 ordinary shares, reflecting a decrease

Insights

Financial Analyst

TL;DR: Routine, non-discretionary sell-to-cover reduced insider holdings; no new economic signal about company operations.

The Form 4 documents a mandatory "sell to cover" of 5,143 shares at $90.12 to satisfy tax withholding related to vested equity awards. This is a common administrative action that converts vested shares to cash to cover tax obligations and does not indicate an active decision to liquidate for investment reasons. Post-transaction ownership remains material at 94,677 shares, preserving continuing insider alignment with shareholders.

Corporate Governance Expert

TL;DR: Proper disclosure of an equity-plan mandated sale; governance processes appear to have been followed.

The filing clearly states the sale resulted from the issuer's equity incentive plan requirement for tax withholding and was not a discretionary trade. The Form 4 was timely executed by power of attorney and includes explanatory language linking the sale to vested performance-based RSUs and RSUs. From a governance perspective, this meets Section 16 reporting expectations and reduces risk of non-compliance.

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
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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)
09/09/2025

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	09/09/2025		S(1)		5,143	D	$90.12	94,677	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	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).
** 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.

FAQ

What did Carolyn Herzog report on Form 4 for ESTC?

She reported a non-discretionary sale of 5,143 ordinary shares on 09/09/2025 at $90.12 per share to satisfy tax withholding.

Why were the shares sold according to the filing?

The filing states the shares were sold to satisfy the Reporting Person's tax obligations related to the vesting of performance-based restricted stock units and restricted stock units under the issuer's equity incentive plan.

How many shares does Herzog beneficially own after the transaction?

After the sale, the Form 4 reports Herzog beneficially owns 94,677 ordinary shares.

Was this a discretionary trade by the Reporting Person?

No. The sale was mandated by the issuer's equity incentive plan as a sell-to-cover transaction and is described as not representing a discretionary trade.

When was the Form 4 signed and filed?

The filing shows a signature by power of attorney on 09/10/2025 following the 09/09/2025 transaction date.