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

Filing Impact
(High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Elastic N.V. (ESTC) Form 4 summary: Shay Banon, Elastic's Chief Technology Officer and a director, reported multiple sales of ordinary shares on 09/04/2025 and 09/05/2025. The filing shows four specified sale transactions totaling 200,000 ordinary shares sold across those two dates at weighted-average prices of $84.102, $84.7183, $86.3691, and $86.7828. After each reported sale the filing lists beneficial ownership balances of 2,170,744, 2,154,978, 2,062,679, and 2,054,978 shares respectively. The form also states the Reporting Person retains indirect ownership via a fund held for the reporting person’s three minor children, for which the reporting person has sole control. The filing includes a separate line showing 4,568,106 shares disposed (as reported in the form).

Positive

  • None.

Negative

  • Insider sales: The reporting person sold 200,000 ordinary shares in open-market transactions on 09/04/2025 and 09/05/2025 at weighted-average prices between $84.10 and $86.78.
  • Significant disclosed disposition line: The form also contains a line reporting 4,568,106 shares disposed, as stated in the filing, without additional context in the document.

Insights

TL;DR: Insider sales of 200,000 shares over two days; reporting person retains indirect holdings via a family fund.

The Form 4 documents open-market sales executed by Shay Banon on 09/04/2025 and 09/05/2025. The four explicit transactions total 200,000 shares sold at weighted-average prices between $84.10 and $86.78, with step-downs in the reported beneficial ownership after each trade. The filing also discloses indirect holdings through a fund for the reporting person’s three minor children, over which the reporting person retains sole control. The presence of an additional line reporting 4,568,106 shares disposed should be noted as stated in the form; the filing provides no further breakdown or context for that line.

TL;DR: Multi-day insider sales disclosed; control of family fund preserved, and POA signature appears on the filing.

The filing is compliant in format: it identifies the reporting person’s roles (Director and Chief Technology Officer), lists transaction dates and weighted-average prices, and includes an explanatory footnote about indirect ownership held by a fund for minor children. The signature block shows the Form was filed by a power of attorney, which is disclosed. The document contains explicit transaction-level pricing ranges and an undertaking to provide more granular sales data on request.

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*
Banon Shay

(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 Technology Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025
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 09/04/2025 S 84,234 D $84.1(1) 2,170,744 I By fund for joint account(5)
Ordinary Shares 09/04/2025 S 15,766 D $84.72(2) 2,154,978 I By fund for joint account(5)
Ordinary Shares 09/05/2025 S 92,299 D $86.37(3) 2,062,679 I By fund for joint account(5)
Ordinary Shares 09/05/2025 S 7,701 D $86.78(4) 2,054,978 I By fund for joint account(5)
Ordinary Shares 4,568,106 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 price reported in Column 4 represents a weighted average sales price of $ 84.102. These shares were sold in multiple transactions at prices ranging from $83.52 to $84.5186, inclusive. The reporting person undertakes to provide to Elastic N.V., any security holder of Elastic N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in footnotes 1 through 4 to this Form 4.
2. The price reported in Column 4 represents a weighted average sales price of $ 84.7183. These shares were sold in multiple transactions at prices ranging from $84.52 to $84.92, inclusive.
3. The price reported in Column 4 represents a weighted average sales price of $ 86.3691. These shares were sold in multiple transactions at prices ranging from $85.74 to $86.73, inclusive.
4. The price reported in Column 4 represents a weighted average sales price of $ 86.7828. These shares were sold in multiple transactions at prices ranging from $86.74 to $86.89, inclusive.
5. Held by a fund for joint account (the "fund") owned by the Reporting Person's three minor children. The Reporting Person continues to have sole control of such fund and remains the indirect beneficial owner of the shares owned by such fund.
/s/ Marielle Reints, by power of attorney 09/08/2025
** 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 insider transactions did Shay Banon report on Form 4 for ESTC?

The filing reports four sales on 09/04/2025 and 09/05/2025 totaling 200,000 shares and additional reported disposition of 4,568,106 shares as shown in the form.

At what prices were the ESTC shares sold by Shay Banon?

Weighted-average sale prices reported were $84.102, $84.7183, $86.3691, and $86.7828 for the four listed transactions.

Does Shay Banon retain any ownership after the reported sales?

Yes. The filing lists post-transaction beneficial ownership balances of 2,170,744, 2,154,978, 2,062,679, and 2,054,978 shares following each reported sale, and discloses indirect ownership via a fund for the reporting person’s three minor children.

What is the nature of the indirect ownership disclosed in the Form 4?

The Form states the shares are held by a fund for a joint account owned by the reporting person’s three minor children and that the reporting person maintains sole control, remaining the indirect beneficial owner.

Who signed the Form 4 filing for Shay Banon?

The filing is signed by /s/ Marielle Reints, by power of attorney dated 09/08/2025.
Elastic N.V.

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