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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 9, 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 Applicable1
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: Not Applicable1
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:
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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 8.01. Other Events.
Effective on October 9, 2025, the Board of Directors of Elastic N.V. (the “Company”) approved a share repurchase program under which the Company is authorized to repurchase from time to time up to $500 million of the Company’s outstanding ordinary shares, exclusive of any fees, commissions or other expenses related to such repurchases. The repurchase program does not have an expiration date.
Share repurchases under the repurchase program may be made in the open market (including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934), in privately negotiated transactions, or by other methods, at the Company’s discretion. The timing and amount of shares repurchased will depend on the share price, business and market conditions, and other factors. The Company is not obligated to repurchase any specific amount of ordinary shares. The repurchase program may be modified, suspended or terminated at any time.
Shares repurchased under the repurchase program will be placed in the Company’s treasury.
On October 9, 2025, the Company issued a press release announcing the repurchase program, which is filed as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
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| Exhibit |
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Description |
| 99.1 |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 9, 2025
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| ELASTIC N.V. |
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| By: |
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/s/ Navam Welihinda |
| Name: |
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Navam Welihinda |
| Title: |
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Chief Financial Officer |
EX-99.1
2
a202510098-kex991.htm
EX-99.1
Document
October 09, 2025
Elastic Announces $500 Million Share Repurchase Program
SAN FRANCISCO – Elastic (NYSE: ESTC), the Search AI Company, today announced that its Board of Directors has approved a share repurchase program under which the Company is authorized to repurchase up to $500 million of the Company’s outstanding ordinary shares from time to time. The repurchase program does not have an expiration date.
“Our share repurchase program reflects the Board and management team’s confidence in the strength of Elastic’s business, strategy and execution,” said Navam Welihinda, Chief Financial Officer of Elastic. “Through our disciplined capital allocation approach and strong balance sheet, we are well-positioned to continue investing in our business while delivering value to our shareholders.”
The timing and amount of shares repurchased will depend on the share price, business and market conditions, and other factors. Share repurchases under the repurchase program may be made in the open market, in privately negotiated transactions, or by other methods. The repurchase program may be modified, suspended or terminated at any time.
About Elastic
Elastic (NYSE: ESTC), the Search AI Company, integrates its deep expertise in search technology with artificial intelligence to help everyone transform all of their data into answers, actions, and outcomes. Elastic's Search AI Platform — the foundation for its search, observability, and security solutions — is used by thousands of companies, including more than 50% of the Fortune 500. Learn more at elastic.co.
Elastic and associated marks are trademarks or registered trademarks of Elastic N.V. and its subsidiaries. All other company and product names may be trademarks of their respective owners.
Forward-Looking Statements
This press release contains forward-looking statements that involve substantial risks and uncertainties, which include, but are not limited to, statements relating to the amount, timing and execution of, and other details about repurchases under the repurchase program.
Actual outcomes and results may differ materially from those contemplated by these forward-looking statements as a result of uncertainties, risks, and changes in circumstances, including but not limited to risks and uncertainties related to the future conduct and growth of Elastic’s business and the markets in which Elastic operates and the market in which Elastic’s ordinary shares trade. Any additional or unforeseen effects from the evolving macroeconomic and geopolitical environments may exacerbate these risks. Risks and uncertainties that could cause actual outcomes and results to differ materially from those expressed or implied in our forward-looking statements are included in our filings with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the fiscal year ended April 30, 2025 and subsequent quarterly and current reports filed with the SEC. SEC filings are available on the Investor Relations section of Elastic’s website at ir.elastic.co and the SEC’s website at www.sec.gov. Elastic assumes no obligation to, and does not currently intend to, update any such forward-looking statements, except as required by law.
Contact Information
Eric Prengel
Elastic Investor Relations
ir@elastic.co
Alexia Russell
Elastic PR
PR-team@elastic.co
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