Elastic N.V. Announces Director Changes and Compensation Updates

TL;DR

Elastic N.V. swapped a director and tweaked exec pay. Board changes incoming.

AI Summary

Elastic N.V. announced on October 13, 2025, changes in its board of directors and executive compensation. Specifically, the company reported the departure of a director and the election of a new director, along with updates to the compensatory arrangements for certain officers.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing details routine corporate governance changes and compensation adjustments, which are common and typically do not represent significant operational or financial risks.

Key Players & Entities

• Elastic N.V. (company) — Registrant
• October 13, 2025 (date) — Date of earliest event reported
• 001-38675 (other) — Commission File Number

FAQ

Key Financial Figures

• $29.3 million — "CEO"), with a grant date fair value of $29.3 million (the "special equity award"). The speci
• $86.61 — measured from a baseline share price of $86.61 per share, which represents the average
• $121.69 — Goal Performance Period Tranche 1 20% $121.69 (+40%) 3-year Tranche 2 20% $152.64 (
• $152.64 — % $121.69 (+40%) 3-year Tranche 2 20% $152.64 (+76%) 5-year Tranche 3 20% $166.77 (
• $166.77 — % $152.64 (+76%) 5-year Tranche 3 20% $166.77 (+93%) Tranche 4 40% $198.15 (+129%)
• $198.15 — he 3 20% $166.77 (+93%) Tranche 4 40% $198.15 (+129%) Mr. Kulkarni will forfeit the

Filing Documents

• estc-20251013.htm (8-K) — 38KB
• 0001707753-25-000050.txt ( ) — 157KB
• estc-20251013.xsd (EX-101.SCH) — 2KB
• estc-20251013_def.xml (EX-101.DEF) — 11KB
• estc-20251013_lab.xml (EX-101.LAB) — 20KB
• estc-20251013_pre.xml (EX-101.PRE) — 12KB
• estc-20251013_htm.xml (XML) — 2KB

From the Filing

estc-20251013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 13, 2025 Elastic N.V. (Exact name of registrant as specified in its charter) The Netherlands (State or other jurisdiction of incorporation) 001-38675 (Commission File Number) 98-1756035 (I.R.S. Employer Identification Number) Not Applicable 1 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: Not Applicable 1 N/A (Former name or former address if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange of which registered Ordinary Shares, 0.01 Par Value ESTC The New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ( 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( 240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 1 We are a distributed company. Accordingly, we do not have a principal executive office. For purposes of compliance with applicable requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, any shareholder communication required to be sent to our principal executive offices may be directed to the email address ir@elastic.co or to Elastic N.V., 88 Kearny St., Floor 19, San Francisco, California 94108. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) Effective on October 13, 2025, the non-executive directors of the board of directors (the "Board") of Elastic N.V. (the "Company"), upon the recommendation of the Compensation Committee of the Board (the "Compensation Committee"), approved a special one-time performance-based equity award for Ashutosh Kulkarni, the Company's Chief Executive Officer ("CEO"), with a grant date fair value of $29.3 million (the "special equity award"). The special equity award consists of performance-based restricted stock units ("PSUs") settled in the Company's ordinary shares and granted under the Company's Amended and Restated 2012 Stock Option Plan (the "Plan"). Vesting of the award is contingent on a combination of the achievement of rigorous share price appreciation goals, relative performance of total shareholder returns, and Mr. Kulkarni's continued service as CEO over specified performance periods during the five-year term of the award. Incentive Opportunity Linked to Transformational Growth and Shareholder Value The special equity award was designed to strengthen the alignment of Mr. Kulkarni's interests with the interests of the Company's shareholders and directly incentivize Mr. Kulkarni's leadership in executing the Company's transformational growth strategy to position Elastic as a leading developer platform for Generative AI. The award is 100% at risk and will result in value to Mr. Kulkarni only upon substantial and sustained shareholder value creation. Under Mr. Kulkarni's leadership, Elastic has significantly grown both revenue and non-GAAP operating margin while transforming sales execution and strategically positioning the Elasticsearch platform to secure a leading position in Generative AI. The Board believes that Mr. Kulkarni's continued leadership is critical to realizing this long-term opportunity given his depth of expertise in AI, his experience in driving profitable growth, and his ability to advance the Company's technological capabilities to expand market share. Terms of Special Equity Award The PSUs issued under the special equity award are divided into four tranches that will be earned upon the achievement of share price goals reflecting significant appreciation, as measured during a three-year performance period in the case of the first tranche and during a five-year performance period in the case of the other three tranches.

View Full Filing

View this 8-K filing on SEC EDGAR