Elastic N.V.
For the period ended Oct 31, 2025. Filed Nov 24, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Oct 31, 2025 · Filed Nov 24, 2025
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-07-31; filed 2025-08-29.
0001707753-25-000040
Item 1A. Risk FactorsOther InformationCurrent report: 10-Q
Period ended 2025-10-31; filed 2025-11-24.
0001707753-25-000056
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsOther InformationThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 7 previous paragraphs and 12 current paragraphs.
3 unchanged; 2 reworded; 7 added; 2 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (7)
Current report
Share repurchases under our share repurchase program may not be fully consummated and could increase the volatility of the trading price of our ordinary shares and diminish our cash reserves.
Current report
In October 2025, our board of directors authorized a share repurchase program pursuant to which we may repurchase up to $500.0 million of the Company’s outstanding ordinary shares, exclusive of any fees, commissions, or other expenses related to such repurchases. The share repurchase program does not obligate us to repurchase any specific amount of ordinary shares. The actual timing and amount of repurchases remain subject to a variety of factors, including share price, trading volume, market conditions and other general business considerations, all of which may be negatively affected by macroeconomic conditions and factors. The share repurchase program may be modified, suspended, or terminated at any time and may not be fully consummated. The share repurchase program could increase the volatility of the trading price of our ordinary shares and will decrease our cash reserves, which may be needed for deployment in our business.
Current report
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Current report
Issuer Purchases of Equity Securities
Current report
The following table presents our share repurchase activity under our authorized share repurchase program for the three months ended October 31, 2025 (in thousands, except share and per share data):
Current report
(1) Weighted-average price paid per share excludes transaction costs associated with the repurchases.
Current report
(2) In October 2025, our board of directors authorized a share repurchase program of up to $500.0 million of our outstanding ordinary shares. The program has no expiration date. All repurchases during the three months ended October 31, 2025 were made in open market transactions.
Removed paragraphs (2)
Previous report
On June 2, 2025, Carolyn Herzog, our Chief Legal Officer, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of up to 17,135 of our ordinary shares. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c) and terminates on the earlier of the date that all transactions under the trading arrangement are completed and July 31, 2026, subject to termination for certain specified events set forth in the plan.
Previous report
On July 7, 2025, Navam Welihinda, our Chief Financial Officer, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of up to 27,376 of our ordinary shares, as reduced by any net share settlement, underlying 21,106 restricted stock units and 6,270 performance share units, assuming vesting and payout of the latter awards at the maximum 200% level upon satisfaction of the specified performance criteria. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c) and terminates on the earlier of the date that all transactions under the trading arrangement are completed and July 7, 2026, subject to termination for certain specified events set forth in the plan.
Reworded paragraphs (2)
Previous wording
There have been no material changes to the risk factors disclosed in “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K. The risks described in our Annual Report on Form 10-K and our subsequent SEC reports are not the only risks facing us. There are additional risks and uncertainties not currently known to us or that we currently deem to be immaterial that also may materially adversely affect our business, operating results, financial condition, or prospects.
Current wording
Except as set forth below, there have been no material changes to the risk factors disclosed in “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K. The risks described in the Company’s Annual Report on Form 10-K, this Quarterly Report on Form 10-Q, and our subsequent SEC reports are not the only risks facing us. There are additional risks and uncertainties not currently known to us or that we currently deem to be immaterial that also may materially adversely affect our business, operating results, financial condition, or prospects.
Previous wording
During the three months ended July 31, 2025, the following officers, as defined in Rule 16a-1(f) under the Exchange Act, adopted a “Rule 10b5-1 trading arrangement” as defined in Regulation S-K Item 408:
Current wording
During our last fiscal quarter, no director or officer, as defined in Rule 16a-1(f) under the Exchange Act, adopted orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined for purposes of Regulation S-K Item 408.