ESTC Form 4: CEO grant of 456,491 PSUs tied to $86.61 baseline

Rhea-AI Filing Summary

Elastic N.V. (ESTC) reported an insider equity award on a Form 4. On 10/13/2025, the Chief Executive Officer, who also serves as a director, was granted 456,491 performance share units (PSUs) under the company’s Amended and Restated 2012 Stock Option Plan. Each PSU represents the right to receive one ordinary share at settlement.

The PSUs vest in four tranches (20%, 20%, 20%, 40%) upon achieving share price goals measured from a $86.61 baseline during performance periods ending on October 13, 2028 (first tranche) and October 13, 2030 (second through fourth tranches), subject to the CEO’s continuous service through each service vesting event. Earned PSUs for any tranche are subject to a 20% reduction based on relative total shareholder return.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Kulkarni Ashutosh

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance Share Units	456,491	$0.00	--

Holdings After Transaction: Performance Share Units — 456,491 shares (Direct)

Footnotes (1)

1. Represents an award of performance-based restricted stock units ("PSUs") issued pursuant to the Company's Amended and Restated 2012 Stock Option Plan. Each PSU represents the right to receive, at settlement, one ordinary share. The PSUs will vest, if at all, in four tranches as follows: 20% will vest with respect to each of the first three tranches and 40% will vest with respect to the fourth tranche. Each tranche of PSUs will vest if the Company achieves a share price goal specified for that tranche, measured from a baseline share price of $86.61, at any time during a three-year performance period ending on October 13, 2028 for the first tranche and during a five-year performance period ending on October 13, 2030 for the second, third and fourth tranches, contingent in each case on the reporting person's continuous service as the Company's chief executive officer through the date of each applicable service vesting event. The number of PSUs earned for any tranche is subject to a 20% reduction based on the relative performance of total shareholder returns as specified in the award agreement.

Form 4 Insider Transactions: What Each Field Means →

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).

1. Name and Address of Reporting Person^*

Kulkarni Ashutosh

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/13/2025

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

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
Performance Share Units	(1)	10/13/2025		A		456,491		(2)	(2)	Ordinary Shares	456,491	$0	456,491	D

Explanation of Responses:

1. Represents an award of performance-based restricted stock units ("PSUs") issued pursuant to the Company's Amended and Restated 2012 Stock Option Plan. Each PSU represents the right to receive, at settlement, one ordinary share.

2. The PSUs will vest, if at all, in four tranches as follows: 20% will vest with respect to each of the first three tranches and 40% will vest with respect to the fourth tranche. Each tranche of PSUs will vest if the Company achieves a share price goal specified for that tranche, measured from a baseline share price of $86.61, at any time during a three-year performance period ending on October 13, 2028 for the first tranche and during a five-year performance period ending on October 13, 2030 for the second, third and fourth tranches, contingent in each case on the reporting person's continuous service as the Company's chief executive officer through the date of each applicable service vesting event. The number of PSUs earned for any tranche is subject to a 20% reduction based on the relative performance of total shareholder returns as specified in the award agreement.

	/s/ Marielle Reints, by power of attorney	10/15/2025
	** 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 Elastic (ESTC) report on this Form 4?

An award of 456,491 performance share units (PSUs) to the Chief Executive Officer, each representing one ordinary share at settlement.

How do the PSUs for ESTC’s CEO vest?

In four tranches of 20%, 20%, 20%, and 40%, contingent on achieving share price goals and continued service.

What is the baseline share price for the PSU performance goals at ESTC?

The baseline is $86.61 for measuring the share price goals for each tranche.

What are the PSU performance periods for Elastic (ESTC)?

The first tranche runs through October 13, 2028; the second, third, and fourth run through October 13, 2030.

Is there any adjustment to the number of PSUs earned at ESTC?

Yes. Earned PSUs for any tranche may be reduced by 20% based on relative total shareholder return.

What role does the reporting person hold at Elastic (ESTC)?

The reporting person is the Chief Executive Officer and a director of the company.