Was Mark Dodds’ share sale in Elastic (ESTC) a discretionary insider trade?

No. A filing footnote clarifies the ordinary shares were sold solely to satisfy tax obligations on RSU vesting. The equity incentive plan mandates funding tax withholding through a “sell to cover” transaction, so this sale does not represent a discretionary market-timing decision.

Elastic (ESTC) CRO receives RSU/PSU awards and sells shares to cover taxes

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Elastic N.V. Chief Revenue Officer Mark Eugene Dodds reported a mix of share awards and a tax-related sale of ordinary shares. On June 8, 2026 he acquired multiple blocks of ordinary shares at no cost through performance-based and time-based RSU and PSU awards tied to Elastic’s equity incentive plans. On June 9, 2026 he sold 18,439 ordinary shares at $60.61 per share.

According to the footnotes, this sale was mandated as a “sell to cover” transaction to satisfy tax withholding obligations from RSU vesting and was not a discretionary trade. Following these transactions, Dodds directly holds 298,211 ordinary shares of Elastic.

Insights

Routine equity awards and tax-driven sale; insider retains a large position.

Mark Eugene Dodds, Elastic’s Chief Revenue Officer, reported several equity compensation awards and a related share sale. Three grants of performance-based and time-based RSUs/PSUs on June 8, 2026 increased his direct holdings at a zero acquisition price, reflecting standard executive compensation structures.

On June 9, 2026, he sold 18,439 ordinary shares at $60.61 per share. Footnotes state this was a mandated “sell to cover” trade under the company’s equity incentive plan to fund tax withholding on vesting, rather than a discretionary sale. After these transactions he still holds 298,211 ordinary shares directly, indicating the net effect is a routine compensation and tax event rather than a major shift in insider exposure.

Insider Trade Summary

Net Seller: 18,439 shares ($1,117,588)

Net Sell 4 txns

Insider Dodds Mark Eugene

Role Chief Revenue Officer

Sold 18,439 shs ($1.12M)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares	18,439	$60.61	$1.12M
Grant/Award	Ordinary Shares	48,616	$0.00	--
Grant/Award	Ordinary Shares	34,725	$0.00	--
Grant/Award	Ordinary Shares	80,463	$0.00	--

Holdings After Transaction: Ordinary Shares — 298,211 shares (Direct, null)

Footnotes (1)

Represents ordinary shares earned with respect to an award of performance-based RSUs ("PSUs") granted on June 8, 2025, as determined based on the Issuer's achievement of specified performance goals. One-third of the PSUs vest on the determination date, and thereafter one-eighth of the remaining PSUs vest in quarterly installments beginning on September 8, 2026, contingent on the Reporting Person's continued service on such vesting date. Includes 283 ordinary shares purchased under the Issuer's Employee Stock Purchase Plan on March 15, 2026. Represents ordinary shares earned with respect to an award of PSUs granted on June 8, 2025, as determined based on the Issuer's achievement of specified performance goals. 20% of the PSUs vest on the one year anniversary of the date of grant, 20% vest on the two year anniversary of the date of grant, 30% vest on the three year anniversary of the date of grant and 30% vest on the four year anniversary of the date of grant, contingent on the Reporting Person's continued service on such vesting date. The ordinary shares are represented by restricted stock units ("RSUs"), which vest in sixteen equal quarterly installments beginning on September 8, 2026. The ordinary shares were sold to satisfy the Reporting Person's tax obligations in connection with the vesting of RSUs. 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.

Key Figures

Shares sold: 18,439 shares Sale price: $60.61 per share Holdings after transactions: 298,211 shares +4 more

7 metrics

Shares sold 18,439 shares Ordinary shares sold on June 9, 2026

Sale price $60.61 per share Price for 18,439 ordinary shares sold

Holdings after transactions 298,211 shares Ordinary shares directly held after June 2026 transactions

Equity award 1 80,463 shares Ordinary shares from RSU/PSU grant on June 8, 2026

Equity award 2 34,725 shares Ordinary shares from RSU/PSU grant on June 8, 2026

Equity award 3 48,616 shares Ordinary shares from RSU/PSU grant on June 8, 2026

ESPP purchase 283 shares Ordinary shares purchased under ESPP on March 15, 2026

Key Terms

performance-based RSUs, PSUs, restricted stock units ("RSUs"), sell to cover, +1 more

5 terms

performance-based RSUs financial

"Represents ordinary shares earned with respect to an award of performance-based RSUs ("PSUs") granted on June 8, 2025"

Performance-based restricted stock units (RSUs) are promises to deliver company shares to employees only if the business meets specific goals, such as revenue, profit, stock-price targets, or strategic milestones. For investors, they matter because they change future share supply and align management incentives with company results—like a salesperson whose bonus only pays out when sales targets are hit—so they can affect earnings, dilution, and confidence in leadership.

PSUs financial

"Represents ordinary shares earned with respect to an award of PSUs granted on June 8, 2025, as determined based on the Issuer's achievement"

PSUs are company shares promised to employees or executives that only become actual stock if the business hits specific performance targets over a set period. For investors, PSUs matter because they link pay to measurable outcomes — similar to a conditional bonus that converts into ownership — which can influence management decisions, dilution of shares, and signals about confidence in future results.

restricted stock units ("RSUs") financial

"The ordinary shares are represented by restricted stock units ("RSUs"), which vest in sixteen equal quarterly installments"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

sell to cover financial

"requires the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

equity incentive plan financial

"The sales were mandated by the Issuer's equity incentive plan which requires the satisfaction of tax withholding obligations"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

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Form 4 Insider Transactions: What Each Field Means →

06/10/2026 - 04:49 PM

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^*

Dodds Mark Eugene

(Last)

(First)

(Middle)

C/O ELASTIC N.V.

88 KEARNY STREET, FLOOR 19

(Street)

SAN FRANCISCO

CALIFORNIA

94108

(City)

(State)

(Zip)

UNITED STATES

(Country)

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 Revenue Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/08/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	06/08/2026		A		48,616⁽¹⁾	A	$0	201,462⁽²⁾	D
Ordinary Shares	06/08/2026		A		34,725⁽³⁾	A	$0	236,187	D
Ordinary Shares	06/08/2026		A		80,463⁽⁴⁾	A	$0	316,650	D
Ordinary Shares	06/09/2026		S⁽⁵⁾		18,439	D	$60.61	298,211	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents ordinary shares earned with respect to an award of performance-based RSUs ("PSUs") granted on June 8, 2025, as determined based on the Issuer's achievement of specified performance goals. One-third of the PSUs vest on the determination date, and thereafter one-eighth of the remaining PSUs vest in quarterly installments beginning on September 8, 2026, contingent on the Reporting Person's continued service on such vesting date.

2. Includes 283 ordinary shares purchased under the Issuer's Employee Stock Purchase Plan on March 15, 2026.

3. Represents ordinary shares earned with respect to an award of PSUs granted on June 8, 2025, as determined based on the Issuer's achievement of specified performance goals. 20% of the PSUs vest on the one year anniversary of the date of grant, 20% vest on the two year anniversary of the date of grant, 30% vest on the three year anniversary of the date of grant and 30% vest on the four year anniversary of the date of grant, contingent on the Reporting Person's continued service on such vesting date.

4. The ordinary shares are represented by restricted stock units ("RSUs"), which vest in sixteen equal quarterly installments beginning on September 8, 2026.

5. The ordinary shares were sold to satisfy the Reporting Person's tax obligations in connection with the vesting of RSUs. 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	06/10/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Elastic (ESTC) report for Mark Eugene Dodds?

Elastic’s Chief Revenue Officer, Mark Eugene Dodds, reported several equity awards and one share sale. He received multiple blocks of ordinary shares from RSU and PSU grants, then sold 18,439 shares, mainly to cover tax obligations tied to vesting under Elastic’s equity incentive plan.

How many Elastic (ESTC) shares did Mark Dodds sell and at what price?

Mark Dodds sold 18,439 Elastic ordinary shares at a price of $60.61 per share. A filing footnote explains the sale was mandated as a “sell to cover” transaction to fund required tax withholding on recently vested RSUs, rather than a discretionary market trade.

Why did Elastic’s Chief Revenue Officer sell shares in this Form 4 filing?

The sale was to satisfy tax obligations from RSU vesting. The company’s equity incentive plan requires a “sell to cover” transaction to fund tax withholding, so the 18,439 shares sold at $60.61 reflect a mandated tax payment mechanism, not a voluntary reduction in exposure.

How many Elastic (ESTC) shares does Mark Dodds hold after these transactions?

After the reported grants and the tax-related sale, Mark Dodds directly holds 298,211 Elastic ordinary shares. This post-transaction balance reflects his remaining equity stake following the RSU and PSU awards and the associated mandated “sell to cover” sale under the equity incentive plan.

What types of equity awards did Mark Dodds receive from Elastic (ESTC)?

He received ordinary shares earned from performance-based RSU (PSU) awards and time-based RSUs. Footnotes describe PSUs granted June 8, 2025, with vesting tied to performance goals and multi-year schedules, plus RSUs vesting in sixteen equal quarterly installments starting September 8, 2026.