Banon Shay 4

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.