ESTC Form 4: CFO Sells 3,489 Shares at $90.12 in Sell-to-Cover

Rhea-AI Filing Summary

Elastic N.V. (ESTC) reporting person Navam Welihinda, Chief Financial Officer, completed a non-discretionary sale of ordinary shares related to equity vesting tax withholding. On 09/09/2025 the reporting person disposed of 3,489 ordinary shares at a price of $90.12 each to satisfy tax obligations arising from vested restricted stock units under the issuer's equity incentive plan. The sale was a mandatory "sell-to-cover" transaction and not a voluntary trade. Following the transaction the reporting person beneficially owned 130,436 ordinary shares. The Form 4 is executed by power of attorney on 09/10/2025.

Insights

Corporate Governance Expert

Routine, plan-mandated sale to satisfy tax withholding; no governance red flags.

The reported sale of 3,489 shares at $90.12 was executed as a "sell-to-cover" tied to RSU vesting and mandated by the company plan, which typically indicates the insider did not make a discretionary decision to liquidate holdings. The filer remains an executive (CFO) with 130,436 shares outstanding after the transaction, preserving alignment with shareholders. There is no indication of unusual timing or pattern in this single reported transaction that would suggest governance concerns.

Securities Analyst

Small, non-material insider sale; impact on ownership and float is negligible.

Disposal of 3,489 shares represents a modest reduction in the reporting person's stake and appears solely for tax settlement of vested RSUs. At $90.12 per share, the transaction value is approximately $314,000, which is limited relative to typical market capitalization for a public software company. The insider retains 130,436 shares, maintaining economic exposure to the issuer. This single, plan-driven sale is unlikely to be material to valuation or signal a change in insider conviction.

Insider Trade Summary

Net Seller: 3,489 shares

Net Sell 1 txn

Insider Welihinda Navam

Role Chief Financial Officer

Sold 3,489 shs ($314K)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares	3,489	$90.12	$314K

Holdings After Transaction: Ordinary Shares — 130,436 shares (Direct)

Footnotes (1)

1. F1. The ordinary shares were sold to satisfy the Reporting Person's tax obligations in connection with the vesting of 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did Elastic N.V. (ESTC) insider Navam Welihinda report?

The reporting person reported a sale of 3,489 ordinary shares on 09/09/2025 at a price of $90.12 per share.

Why were the shares sold by the reporting person on the Form 4?

The shares were sold to satisfy tax withholding obligations arising from the vesting of restricted stock units under the issuer's equity incentive plan; it was a mandatory "sell-to-cover."

How many shares does the reporting person own after the reported transaction?

Following the sale the reporting person beneficially owned 130,436 ordinary shares.

Was the sale a discretionary trade by the insider?

No. The Form 4 states the sale was mandated by the issuer's equity incentive plan and does not represent a discretionary trade by the reporting person.

Who signed the Form 4 and when was it signed?

The form was signed by Marielle Reints by power of attorney on 09/10/2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/10/2025 - 04:41 PM Learn about SEC filing dates

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
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^*

Welihinda Navam

(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 Financial 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)		3,489	D	$90.12	130,436	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 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.