Shay Banon, Chief Technology Officer and Director of Elastic N.V. (NASDAQ:ESTC), filed a Form 4 on September 11, 2026, disclosing the sale of ordinary shares on September 9 and September 10, 2026.

Key Highlights

  • Tax-driven sales: 6,577 shares were sold on September 9, 2026 at $87.78 per share to satisfy tax obligations tied to the vesting of RSUs and performance-based RSUs, as mandated by the issuer's equity incentive plan.
  • Additional sales on September 9: 127,892 shares were sold at a weighted average price of $86.5511 (range: $86.17 to $87.1278); 14,991 shares at a weighted average of $88.0774 (range: $87.18 to $88.17); and 6,126 shares at a weighted average of $88.2797 (range: $88.18 to $88.455).
  • September 10 sales: 6,101 shares were sold at a weighted average price of $85.1560 (range: $85.00 to $85.5831), and 100 shares were sold at $87.00.
  • Direct beneficial ownership following transactions: 4,000,971 ordinary shares directly owned after September 9 transactions; reduced to 3,994,770 after September 10 transactions.
  • Indirect ownership: 1,554,978 ordinary shares are held indirectly by a fund for joint account owned by the reporting person's three minor children, over which Banon retains sole control.

Elastic N.V. CTO Share Sales: Vesting-Related Transactions and Resulting Ownership

According to the filing, Shay Banon, who serves as both Chief Technology Officer and Director of Elastic N.V., disposed of a total of 161,787 ordinary shares across two trading days. The filing states that the initial tranche of 6,577 shares sold on September 9, 2026 "were sold to satisfy the Reporting Person's tax obligations in connection with the vesting of restricted stock units ('RSUs') and performance-based RSUs," and that 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."

The remaining September 9 sales totaled 148,009 shares across three separate tranches at weighted average prices of $86.5511, $88.0774, and $88.2797, respectively. On September 10, 2026, an additional 6,101 shares were sold at a weighted average of $85.1560, and 100 shares were sold at $87.00. The filing notes that full information on per-price share counts within the reported ranges is available upon request to Elastic N.V., any security holder, or SEC staff.

Following all reported transactions, Banon directly held 3,994,770 ordinary shares. An additional 1,554,978 ordinary shares are held indirectly through a fund for joint account owned by his three minor children, with the filing indicating the reporting person "continues to have sole control of such fund and remains the indirect beneficial owner of the shares owned by such fund." The Form 4 was signed by Marielle Reints under power of attorney and filed on September 11, 2026.

What Was Disclosed

The filing reports the disposition of 161,787 ordinary shares of Elastic N.V. by CTO Shay Banon on September 9-10, 2026, primarily in connection with RSU and performance-based RSU vesting, with direct post-transaction beneficial ownership of 3,994,770 shares and indirect ownership of 1,554,978 shares.