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): ~~September~~October 309, 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:


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 8.0701. ~~Submission~~Other ~~of Matters to a Vote of Security Holders~~Events.

~~(a)~~Effective Onon ~~September 30~~October 9, 2025, the Board of Directors of Elastic N.V. (~~“Elastic” or~~ the “Company”) ~~held~~approved ana ~~annual~~share ~~general~~repurchase ~~meeting~~program ofunder ~~shareholders~~which (the ~~“Annual Meeting”) at the~~ Company’s ~~offices~~is atauthorized ~~Keizersgracht~~to ~~281,~~repurchase ~~1016~~from EDtime ~~Amsterdam,~~to ~~the~~time ~~Netherlands.~~up Atto ~~the~~$500 ~~Annual~~million ~~Meeting,~~of the Company’s ~~shareholders~~outstanding ~~voted~~ordinary onshares, ~~ten~~exclusive ~~proposals.~~of ~~The~~any ~~proposals~~fees, ~~are~~commissions ~~described~~or inother ~~the~~expenses ~~Company’s~~related ~~definitive~~to ~~proxy~~such ~~statement~~repurchases. onThe ~~Schedule~~repurchase ~~14A~~program ~~for~~does ~~the~~not ~~Annual~~have ~~Meeting~~an ~~filed~~expiration ~~with the Securities and Exchange Commission on August 28, 2025 (the “2025 proxy statement”)~~date.

~~(b)~~Share Asrepurchases ofunder the ~~close~~repurchase ofprogram ~~business~~may onbe ~~September 2,~~made ~~2025,~~in the ~~record~~open ~~date~~market ~~for~~(including ~~the~~through ~~Annual Meeting (~~the ~~“Record~~use ~~Date”), there were 106,272,440 ordinary shares~~ of ~~Elastic~~trading ~~issued~~plans ~~and~~intended ~~outstanding~~to ~~and~~qualify ~~entitled~~under toRule ~~vote~~10b5-1 atunder the ~~Annual~~Securities ~~Meeting,~~Exchange ~~which~~Act ~~excludes~~of 351934),~~937~~ ~~ordinary shares held~~ in ~~treasury~~privately ~~and~~negotiated ~~not~~transactions, ~~entitled~~or toby ~~vote.~~other Asmethods, ofat the ~~Record~~Company’s ~~Date,~~discretion. ~~there~~The ~~were~~timing noand ~~preferred~~amount of shares ofrepurchased ~~Elastic~~will ~~issued~~depend ~~and~~on ~~outstanding.~~the Atshare ~~least~~price, ~~one-third~~business ofand ~~the~~market ~~issued~~conditions, and ~~outstanding~~other ~~Elastic~~factors. ~~shares~~The ~~were~~Company ~~present~~is ornot ~~represented~~obligated atto ~~the~~repurchase ~~Annual~~any ~~Meeting~~specific ~~with~~amount ~~respect~~of toordinary ~~the~~shares. The ~~proposals~~repurchase ~~below,~~program ~~constituting~~may abe ~~quorum~~modified, ~~for~~suspended ~~purposes~~or ofterminated ~~each~~at ~~proposal~~any time.

~~The~~Shares ~~certified~~repurchased ~~final~~under ~~voting~~the ~~results~~repurchase ~~with~~program ~~respect~~will tobe ~~the~~placed ~~proposals~~in ~~voted on at~~ the ~~Annual~~Company’s ~~Meeting are set forth below~~treasury. ~~Each proposal was adopted by the shareholders.~~

~~Proposal~~On ~~No.~~October 19, –2025, ~~Appointment~~the ofCompany ~~Ashutosh~~issued ~~Kulkarni as an executive director and Steven Schuurman as~~ a ~~non-executive~~press ~~director,~~release ~~each~~announcing ~~for~~the arepurchase ~~term of three years~~program, ~~ending~~which atis ~~the~~filed ~~close~~as ofExhibit ~~the~~99.1 ~~2028~~to ~~annual~~this ~~general meeting of shareholders:~~report.

Nominee	For	Against	Abstain	Broker Non-Votes
Ashutosh Kulkarni	56,221,303	21,909,992	85,419	11,382,291
Steven Schuurman	50,528,499	27,595,580	92,635	11,382,291

Item 9.01. Financial Statements and Exhibits.

~~Less than a two-thirds majority of the votes cast were cast against such nominee, and therefore Messrs. Kulkarni and Schuurman were appointed in accordance with the Company's Articles of Association.~~(d)Exhibits

Proposal No. 2 – Adoption of the Company’s Dutch statutory annual accounts for the fiscal year ended April 30, 2025 (“Fiscal Year 2025”), which are prepared in accordance with International Financial Reporting Standards:


Exhibit						Description
99.1						Press Release dated October 9, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

For						Against						Abstain
86,410,312						2,908,583						280,110

There were no broker non-votes with respect to this proposal. The proposal received the affirmative vote of a majority of the votes cast and therefore passed.

Proposal No. 3 – Appointment of PricewaterhouseCoopers Accountants N.V. as the external auditor of the Company’s Dutch statutory annual accounts for the fiscal year ended April 30, 2026 (“Fiscal Year 2026”):

For						Against						Abstain
86,272,215						3,053,593						273,197

There were no broker non-votes with respect to this proposal. The proposal received the affirmative vote of a majority of the votes cast and therefore passed.

Proposal No. 4 – Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for Fiscal Year 2026:

For						Against						Abstain
86,259,253						3,062,853						276,899

There were no broker non-votes with respect to this proposal. The proposal received the affirmative vote of a majority of the votes cast and therefore passed.

Proposal No. 5 – Grant of full discharge to the Company’s executive directors from their liability with respect to the performance of their duties as executive directors of the Company during Fiscal Year 2025:

For						Against						Abstain						Broker Non-Votes
75,015,003						2,992,375						209,336						11,382,291

The proposal received the affirmative vote of a majority of the votes cast and therefore passed.

Proposal No. 6 – Grant of full discharge to the Company’s non-executive directors from their liability with respect to the performance of their duties as non-executive directors of the Company during Fiscal Year 2025:

For						Against						Abstain						Broker Non-Votes
75,024,067						2,986,746						205,901						11,382,291

The proposal received the affirmative vote of a majority of the votes cast and therefore passed.

Proposal No. 7 – Authorization of the Company's board of directors (the “Board”) to issue ordinary shares and grant rights to acquire ordinary shares:

For						Against						Abstain
85,666,770						3,829,506						102,729

There were no broker non-votes with respect to this proposal. The proposal received the affirmative vote of a majority of the votes cast and therefore passed.

Proposal No. 8 – Authorization of the Board to restrict or exclude pre-emptive rights for issuances of ordinary shares and grants of rights:

For						Against						Abstain
86,018,253						3,354,297						226,455

There were no broker non-votes with respect to this proposal. The proposal received the affirmative vote of a majority of the votes cast and, because more than half of the issued and outstanding ordinary shares of the Company were present or represented at the Annual Meeting, therefore passed.

Proposal No. 9 – Authorization of the Board to repurchase ordinary shares in the capital of the Company:

For						Against						Abstain
88,505,286						826,066						267,653

There were no broker non-votes with respect to this proposal. The proposal received the affirmative vote of a majority of the votes cast and therefore passed.

Proposal No. 10 – Non-binding advisory vote on the compensation of the Company's named executive officers as described in the 2025 proxy statement:

For						Against						Abstain						Broker Non-Votes
67,123,915						10,992,496						100,303						11,382,291

The shareholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers by the affirmative vote of a majority of the votes cast.

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: ~~September 30~~October 9, 2025


ELASTIC N.V.

By:						/s/ Navam Welihinda
Name:						Navam Welihinda
Title:						Chief Financial Officer

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