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

Rhea-AI Filing Summary

Ken Exner, Chief Product Officer at Elastic N.V. (ESTC), reported a non-discretionary sale of 6,290 ordinary shares on 09/09/2025 at a price of $90.12 per share. After the transaction, he beneficially owned 233,582 ordinary shares (directly held). The filing states the shares were sold to satisfy tax withholding obligations related to the vesting of performance-based restricted stock units and restricted stock units under the issuer's equity incentive plan; the sales were mandatory "sell to cover" transactions and not discretionary trades. The Form 4 was signed by a power of attorney on 09/10/2025. This disclosure documents an insider tax-related disposition rather than an elective sale.

Positive

• Clear disclosure of the transaction date, price, and post-transaction beneficial ownership
• Sale explicitly labeled as a mandatory "sell to cover" for tax withholding on vested RSUs/PSUs, reducing signalling ambiguity
• Reporting person retained meaningful stake with 233,582 shares after the transaction

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine, tax-driven insider sale; not a discretionary trade and unlikely to signal a change in insider confidence.

The reported sale of 6,290 shares at $90.12 to satisfy tax withholding on vested equity is a common insider disclosure. Because the filing explicitly characterizes the transaction as a mandatory "sell to cover" tied to RSUs/PSUs, it lacks the hallmarks of a voluntary liquidation for cash needs or reallocating holdings. The remaining direct beneficial ownership of 233,582 shares provides continuity in insider alignment with shareholders. For investors assessing signaling, mandatory withholding sales typically carry limited informational content regarding future company prospects.

Corporate Governance Expert

TL;DR: Proper procedural disclosure of a tax-withholding sale; form and explanation align with standard equity-plan mechanics.

The Form 4 clearly identifies the reporting person, relationship to the issuer (Chief Product Officer), the transaction date, price, and the post-transaction beneficial ownership, and includes an explanatory note that the sale was mandated by the equity incentive plan. The filing was executed by power of attorney, which is routine. From a governance perspective, the transparency and stated rationale fulfill Section 16 reporting obligations and reduce ambiguity about insider intent.

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^*

Exner Ken

(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 Product 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)		6,290	D	$90.12	233,582	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 Ken Exner (ESTC) report on Form 4?

He reported a sale of 6,290 ordinary shares on 09/09/2025 at $90.12 per share to satisfy tax withholding related to vested RSUs/PSUs.

How many ESTC shares does Ken Exner beneficially own after the reported transaction?

The filing shows he beneficially owned 233,582 ordinary shares following the transaction.

Was the sale by Ken Exner discretionary?

No; the filing states the sales were mandated by the issuer's equity incentive plan as a "sell to cover" to satisfy tax obligations.

When was the Form 4 signed and by whom?

The Form 4 was signed by Marielle Reints, by power of attorney on 09/10/2025.

What was the per-share price reported for the sale?

The reported sale price was $90.12 per share.