Banon Shay 4
4 · Elastic N.V. · Filed Jun 10, 2026
Research Summary
AI-generated summary of this filing
Elastic (ESTC) CTO Banon Shay Sells Shares, Receives Awards
What Happened Banon Shay, Chief Technology Officer and director of Elastic N.V. (ESTC), received awards and executed a mandatory sell-to-cover. On 2026-06-08 she was credited with two awards totaling 71,483 ordinary shares (31,252 PSUs and 40,231 RSUs) at $0.00. On 2026-06-09 she disposed of 9,288 shares in an open-market sale at $60.61 per share, generating proceeds of approximately $562,946. The sale was to satisfy tax withholding obligations and was not a discretionary trade.
Key Details
- Transactions and prices:
- 2026-06-08: Award/acquisition of 31,252 shares (PSUs) and 40,231 shares (RSUs) at $0.00.
- 2026-06-09: Sale of 9,288 shares at $60.61, proceeds ≈ $562,946.
- Shares owned after transaction: Not specified in the filing.
- Footnotes of note:
- PSUs (31,252) were earned from a June 8, 2025 performance grant; vesting schedule: one‑third on determination date, then quarterly installments (one‑eighth of remaining) starting Sept 8, 2026, contingent on continued service.
- RSUs (40,231) vest in 16 equal quarterly installments beginning Sept 8, 2026.
- The sale was a mandatory "sell-to-cover" to meet tax withholding requirements and was not a discretionary trade by the reporting person.
- Certain shares are held in a fund for the reporting person’s three minor children; the reporting person retains sole control and indirect beneficial ownership.
- Filing timeliness: Form filed 2026-06-10 for transactions dated 2026-06-08/09 — appears timely under Form 4 rules.
Context PSUs are performance-based awards that only convert to shares if specified goals are met; RSUs are time-based restricted awards. Awards reported as acquisitions at $0 reflect issuance/vesting mechanics, not cash purchases. Sell-to-cover transactions are common when companies mandate share sales to satisfy tax obligations and do not by themselves indicate the insider’s market view.
Insider Transaction Report
- Award
Ordinary Shares
[F1]2026-06-08+31,252→ 4,386,197 total - Award
Ordinary Shares
[F2]2026-06-08+40,231→ 4,426,428 total - Sale
Ordinary Shares
[F3]2026-06-09$60.61/sh−9,288$562,946→ 4,417,140 total
- 2,054,978(indirect: By fund for joint account)
Ordinary Shares
[F4]
Footnotes (4)
- [F1]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.
- [F2]The ordinary shares are represented by restricted stock units ("RSUs"), which vest in sixteen equal quarterly installments beginning on September 8, 2026.
- [F3]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.
- [F4]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.