Were the Elastic (ESTC) CEO’s share sales discretionary trades?

The filing states the CEO’s share sales were not discretionary. A footnote explains the 40,373 shares sold were mandated by Elastic’s equity incentive plan as a “sell to cover” transaction to fund tax withholding obligations associated with recently vested PSUs and RSUs.

Elastic (ESTC) CEO awarded PSUs and RSUs, sells 40,373 shares for tax cover

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Elastic N.V. Chief Executive Officer Ashutosh Kulkarni reported stock-based compensation and a related tax sale. On June 8, 2026, he received two awards of ordinary shares: 148,857 shares tied to performance-based RSUs (PSUs) and 111,123 shares represented by RSUs, both at a price of $0.00 per share.

The PSUs were earned based on specified performance goals from a grant made on June 8, 2025, with one-third vesting on the determination date and the remainder vesting quarterly starting September 8, 2026. The RSUs vest in sixteen equal quarterly installments beginning on September 8, 2026. On June 9, 2026, 40,373 ordinary shares were sold at $60.61 per share to satisfy tax withholding obligations under the company’s equity incentive plan, described as a mandated “sell to cover” rather than a discretionary trade. After these transactions, Kulkarni directly held 628,752 ordinary shares.

Insights

CEO received large equity awards and sold shares only to cover taxes.

Elastic N.V. granted CEO Ashutosh Kulkarni substantial equity compensation through performance-based RSUs and RSUs totaling 148,857 and 111,123 ordinary shares, respectively, at $0.00 per share. These awards vest over time beginning on September 8, 2026, aligning a meaningful portion of his compensation with future company performance and continued service.

The filing also shows a sale of 40,373 ordinary shares at $60.61 per share on June 9, 2026. A footnote states this sale was mandated by the company’s equity incentive plan as a “sell to cover” for tax obligations related to PSU and RSU vesting, and not a discretionary trade. After all transactions, Kulkarni held 628,752 ordinary shares directly, indicating he retains a sizeable stake. Overall, the activity appears to be routine equity compensation and tax withholding rather than a directional bet on the stock.

Insider Trade Summary

Net Seller: 40,373 shares ($2,447,008)

Net Sell 3 txns

Insider Kulkarni Ashutosh

Role Chief Executive Officer

Sold 40,373 shs ($2.45M)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares	40,373	$60.61	$2.45M
Grant/Award	Ordinary Shares	111,123	$0.00	--
Grant/Award	Ordinary Shares	148,857	$0.00	--

Holdings After Transaction: Ordinary Shares — 628,752 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. 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 PSUs and 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: 40,373 shares at $60.61 PSU shares granted: 148,857 shares RSU shares granted: 111,123 shares +3 more

6 metrics

Shares sold 40,373 shares at $60.61 Ordinary shares sold on June 9, 2026

PSU shares granted 148,857 shares Performance-based RSUs earned, reported June 8, 2026

RSU shares granted 111,123 shares RSUs granted, reported June 8, 2026

Post-transaction holdings 628,752 shares Ordinary shares held directly after June 9, 2026

PSU vesting start September 8, 2026 Quarterly vesting for remaining PSUs begins

RSU vesting schedule 16 quarterly installments RSUs vest starting September 8, 2026

Key Terms

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

5 terms

performance-based RSUs ("PSUs") financial

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

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"

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.

tax withholding obligations financial

"sold to satisfy the Reporting Person's tax obligations in connection with the vesting of PSUs and RSUs"

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Form 4 Insider Transactions: What Each Field Means →

06/10/2026 - 04:50 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^*

Kulkarni Ashutosh

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive 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		111,123⁽¹⁾	A	$0	520,268	D
Ordinary Shares	06/08/2026		A		148,857⁽²⁾	A	$0	669,125	D
Ordinary Shares	06/09/2026		S⁽³⁾		40,373	D	$60.61	628,752	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. The ordinary shares are represented by restricted stock units ("RSUs"), which vest in sixteen equal quarterly installments beginning on September 8, 2026.

3. The ordinary shares were sold to satisfy the Reporting Person's tax obligations in connection with the vesting of PSUs and 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) CEO Ashutosh Kulkarni report?

CEO Ashutosh Kulkarni reported receiving two equity awards and one share sale. He acquired 148,857 performance-based RSU shares and 111,123 RSU shares, then sold 40,373 ordinary shares primarily to cover tax obligations linked to vesting under Elastic’s equity incentive plan.

How many Elastic (ESTC) shares did the CEO sell, and at what price?

Kulkarni reported selling 40,373 Elastic ordinary shares at a price of $60.61 per share. A filing footnote explains the sale was used to satisfy tax withholding obligations tied to the vesting of PSUs and RSUs, not a discretionary market sale.

What equity awards did Elastic (ESTC) grant to its CEO in this Form 4?

Elastic granted Kulkarni 148,857 shares earned from a performance-based RSU (PSU) award and 111,123 shares represented by RSUs. Both were reported at $0.00 per share, reflecting stock-based compensation intended to vest over multiple years starting September 8, 2026.

How do the Elastic (ESTC) CEO’s new PSUs and RSUs vest over time?

One-third of the PSUs vested on the determination date, with the remaining PSUs vesting in quarterly installments beginning September 8, 2026. The RSUs vest in sixteen equal quarterly installments starting September 8, 2026, contingent on Kulkarni’s continued service with Elastic.

How many Elastic (ESTC) shares does the CEO hold after these transactions?

After the reported grant awards and the tax-related sale, Kulkarni directly holds 628,752 Elastic ordinary shares. This figure reflects his position following the June 9, 2026 transaction disclosed in the Form 4 and indicates a substantial ongoing equity stake in the company.