8-K

Elastic N.V. (ESTC)

8-K 2025-08-28 For: 2025-08-28
View Original
Added on April 10, 2026

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): August 28, 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

Not Applicable

(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, CA 94108.

Item 2.02. Results of Operations and Financial Condition.

On August 28, 2025, Elastic N.V. (“Elastic” or the “Company”) issued a press release announcing its financial results for its first quarter ended July 31, 2025. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information above, including Exhibit 99.1, is “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On August 22, 2025, Sohaib Abbasi notified the board of directors (the “Board”) of the Company that he will not be standing for re-election as a non-executive director following the expiration of his term at the annual general shareholders meeting in September 2025. Mr. Abbasi has served on our board of directors since July 2022, and we are grateful for his dedication and contributions to our company during this period.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit Description
99.1 Press Release datedAugust28, 2025
104 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: August 28, 2025

ELASTIC N.V.
By: /s/ Navam Welihinda
Name: Navam Welihinda
Title: Chief Financial Officer

Document

Exhibit 99.1

Elastic Reports First Quarter Fiscal 2026 Financial Results

Q1 Revenue of $415 million, up 20% year-over-year (18% in constant currency)

SAN FRANCISCO, Aug 28, 2025 -- Elastic (NYSE: ESTC) (“Elastic”), the Search AI Company, announced financial results for its first quarter of fiscal 2026 ended July 31, 2025.

First Quarter Fiscal 2026 Financial Highlights

•Total revenue was $415 million, an increase of 20% year-over-year, or 18% on a constant currency basis

•Total subscription revenue was $389 million, an increase of 20% year-over-year, or 19% on a constant currency basis

•Sales-led subscription revenue (calculated as subscription revenue excluding monthly Elastic Cloud) was $339 million, an increase of 22% year-over-year, or 20% on a constant currency basis

•Elastic Cloud revenue was $196 million, an increase of 24% year-over-year, as reported and on a constant currency basis

•Current remaining performance obligations were $956 million, an increase of 18% year-over-year, or 17% on a constant currency basis

•GAAP operating loss was $9 million; GAAP operating margin was -2%

•Non-GAAP operating income was $65 million; non-GAAP operating margin was 16%

•GAAP net loss per share was $0.23; non-GAAP diluted earnings per share was $0.60

•Operating cash flow was $105 million with adjusted free cash flow of $116 million

•Cash, cash equivalents, and marketable securities were $1.494 billion as of July 31, 2025

“Elastic had an excellent Q1 and a strong start to the fiscal year surpassing the high end of our guidance across all metrics,” said Ash Kulkarni, Chief Executive Officer, Elastic. “Our growth was supported by the ongoing demand for our highly differentiated technology, and our sales team’s solid execution. With AI now clearly shaping technology decisions, our strong performance directly demonstrates the value that the Elastic Search AI platform delivers to our customers.”

First Quarter Fiscal 2026 Key Metrics and Recent Business Highlights

Key Customer Metrics

•Total customer count with Annual Contract Value (ACV) greater than $100,000 was over 1,550 compared to over 1,510 in Q4 FY25, and over 1,370 in Q1 FY25

•Net Expansion Rate was approximately 112%

Product Innovations and Updates

•Expanded Elastic Cloud Serverless, now generally available in 1 region on Microsoft Azure, 3 regions on Google Cloud, and 6 regions on AWS

•Launched Elastic AI SOC Engine (EASE), a new serverless security package that uses AI to enhance threat detection, triage, and investigation in existing SIEM and EDR tools

•Introduced Logs Essentials, a new observability tier within Elastic Cloud Serverless, which enables critical log capabilities powered by Elasticsearch without operational overhead

•Improved vector search with faster query performance and ranking quality through default availability of Better Binary Quantization (BBQ) and algorithm ACORN-1 in Elasticsearch

•Delivered the general availability of Cross Cluster Search in Elasticsearch Query Language (ES|QL) with major enhancements in data enrichment, resilience, monitoring, observability, and scaling capabilities

Other Business Highlights

•Recognized as a Leader in 2025 Gartner® Magic Quadrant™ for Observability Platforms

•Recognized as a Leader in The Forrester Wave™: Security Analytics Platforms, Q2 2025

•Ranked #1 in AV-Comparatives Business Security Test (March - April 2025) with a perfect score in both the real-world protection and malware protection tests

•Collaborated with Dell and Nvidia to power the Dell AI Data Platform with Elasticsearch as the unstructured data engine

•Forged a strategic partnership with the U.S. General Services Administration (GSA) to enable federal agencies to modernize IT infrastructure using the Elastic Search AI platform

•Achieved the Federal Risk and Authorization Management Program (FedRAMP) High “In Process” status on AWS GovCloud (US)

•Awarded the 2025 Google Cloud DORA Award for Architecting for the Future with AI

Financial Outlook

The Company is providing the following guidance:

For the second quarter of fiscal 2026 (ending October 31, 2025):

•Total revenue is expected to be between $415 million and $417 million, representing 14% year-over-year growth at the midpoint (14% year-over-year constant currency growth at the midpoint)

•Non-GAAP operating margin is expected to be approximately 16%

•Non-GAAP diluted earnings per share is expected to be between $0.56 and $0.58, assuming between 108.5 million and 109.5 million diluted weighted average ordinary shares outstanding

For fiscal 2026 (ending April 30, 2026):

•Total revenue is expected to be between $1.679 billion and $1.689 billion, representing 14% year-over-year growth at the midpoint (13% year-over-year constant currency growth at the midpoint)

•Non-GAAP operating margin is expected to be approximately 16%

•Non-GAAP diluted earnings per share is expected to be between $2.29 and $2.35, assuming between 109.0 million and 111.0 million diluted weighted average ordinary shares outstanding

The guidance assumes, among others, the following exchange rates: 1 Euro = 1.16 US Dollars; and 1 Great British Pound = 1.35 US Dollars.

See the section titled “Forward-Looking Statements” below for information on the factors that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. We present historical and forward-looking non-GAAP financial measures in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. See the section entitled “Statement Regarding Use of Non-GAAP Financial Measures” below for an explanation of these non-GAAP measures. A reconciliation of forward-looking non-GAAP measures to the corresponding GAAP measures for operating margin and net (loss)/earnings per share is not available without unreasonable effort due to the uncertainty regarding, and the potential variability of, many of the costs and expenses that may be incurred in the future. These items necessary to reconcile such non-GAAP measures could be material and have a significant impact on the Company’s results computed in accordance with GAAP.

Conference Call and Webcast

As previously announced, Elastic’s executive management team will host a conference call today at 2:00 p.m. PT / 5:00 p.m. ET to discuss the Company’s financial results and business outlook. A live audio webcast of the conference call will be available through Elastic’s Investor Relations website at ir.elastic.co. A presentation containing financial and operating information will be available at the same website. The replay of the webcast will also be available on the investor relations website.

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 regarding our expected financial results for the fiscal quarter ending October 31, 2025 and fiscal year ending April 30, 2026, the expected performance or benefits of and demand for our offerings, our product strategy and innovation, our views on the impacts of AI in technology decision-making, and the value of our products. Actual outcomes and results may differ materially from those contemplated by these forward-looking statements due to uncertainties, risks, and changes in circumstances, including but not limited to, those related to: our future financial performance, including our expectations regarding our revenue, cost of revenue, gross profit or gross margin, operating expenses (which include changes in sales and marketing, research and development and general and administrative expenses), and our ability to achieve and maintain future profitability; the impact of the evolving macroeconomic and geopolitical environments on our business, operations, hiring and financial results, and on businesses and spending priorities of our customers and partners; the impact of our pricing model strategies on our business; the impact of foreign currency exchange rate fluctuations, the uncertain inflation and interest rate environment, and tariffs and other international trade policies on our results; our ability to continue to deliver and improve our offerings and develop new offerings (including innovations around AI use cases); customer acceptance and purchase of our new and existing offerings; the expansion and adoption of our Elastic Cloud offerings; our ability to realize value from investments in the business; our ability to maintain and expand our user and customer base; our international expansion strategy; the impact of our licensing model on the use and adoption of our software; our operating results and cash flows; the sufficiency of our capital resources; our ability to successfully execute our go-to-market strategy; our forecasts regarding our business; and general market, political, economic and business conditions.

Any additional or unforeseen effects from the evolving macroeconomic and geopolitical environments may exacerbate these risks. Additional 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.

Statement Regarding Use of Non-GAAP Financial Measures

In addition to our results determined in accordance with U.S. generally accepted accounting principles (“GAAP”), we believe the non-GAAP measures discussed below are useful in evaluating our operating performance. We use these non-GAAP financial measures to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate similarly-titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. Investors are cautioned that there are a number of limitations associated with the use of non-GAAP financial measures and key metrics as analytical tools. Investors are encouraged to review the differences between GAAP financial measures and the corresponding non-GAAP financial measures, and not to rely on any single financial measure to evaluate our business and financial results.

Reconciliations of historical GAAP financial measures to their respective historical non-GAAP financial measures are included below. In relation to constant currency non-GAAP financial measures, the only reconciling item between GAAP financial measures and non-GAAP financial measures is the effect of foreign currency rate fluctuations. Further details on how we calculate such effects can be found in the definition of “Constant Currency” below.

Non-GAAP Gross Profit and Non-GAAP Gross Margin

We define non-GAAP gross profit and non-GAAP gross margin as GAAP gross profit and GAAP gross margin, respectively, excluding stock-based compensation expense and related employer taxes, and amortization of acquired intangible assets. We believe non-GAAP gross profit and non-GAAP gross margin provide our management and investors consistency and comparability with our past financial performance and facilitate period-to-period comparisons of operations, as these metrics generally eliminate the effects of certain variables from period to period for reasons unrelated to overall operating performance.

Non-GAAP Operating Income and Non-GAAP Operating Margin

We define non-GAAP operating income and non-GAAP operating margin as GAAP operating loss and GAAP operating margin, respectively, excluding stock-based compensation expense and related employer taxes, amortization of acquired intangible assets, acquisition-related expenses, and restructuring and other related charges. We believe non-GAAP operating income and non-GAAP operating margin provide our management and investors consistency and comparability with our past financial performance and facilitate period-to-period comparisons of operations, as these metrics generally eliminate the effects of certain variables from period to period for reasons unrelated to overall operating performance.

Non-GAAP Net Income and Non-GAAP Earnings Per Share

We define non-GAAP net income as GAAP loss, excluding stock-based compensation expense and related employer taxes, amortization of acquired intangible assets, acquisition-related expenses, and restructuring and other related charges. Additionally, non-GAAP net income and non-GAAP earnings per share are adjusted for an assumed provision for income taxes based on a projected non-GAAP annual effective tax rate of 13%. We define non-GAAP earnings per share, basic, as non-GAAP net income divided by weighted average shares outstanding and non-GAAP earnings per share, diluted, as non-GAAP net income divided by weighted average diluted shares outstanding, which includes the potentially dilutive effect of the company’s employee equity incentive plan awards. We believe non-GAAP earnings per share provides our management and investors consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations, as this metric generally eliminates the effects of certain variables from period to period for reasons unrelated to overall operating performance.

Adjusted Free Cash Flow and Adjusted Free Cash Flow Margin

Adjusted free cash flow is a non-GAAP financial measure that we define as net cash provided by operating activities adjusted for cash paid for interest on long-term debt less cash used for investing activities for purchases of property and equipment. Adjusted free cash flow margin is calculated as adjusted free cash flow divided by total revenue. Adjusted free cash flow does not represent residual cash flow available for discretionary expenditures since, among other things, we have mandatory debt service requirements.

Constant Currency

We compare the percent change in certain results from one period to another period using constant currency information to provide a framework for assessing how our business performed excluding the effect of foreign currency rate fluctuations. In presenting this information, current and comparative prior period results are converted into United States dollars at the exchange rates in effect on the last day of our prior fiscal year, rather than the actual exchange rates in effect during the respective periods.

Contact Information

Elastic Investor Relations

ir@elastic.co

Elastic Corporate Communications

PR-Team@elastic.co

Elastic N.V.

Condensed Consolidated Statements of Operations

(in thousands, except share and per share data)

(unaudited)

Three Months Ended July 31,
2025 2024
Revenue
Subscription $ 388,583 $ 323,774
Services 26,705 23,646
Total revenue 415,288 347,420
Cost of revenue
Subscription 69,418 68,347
Services 27,328 23,410
Total cost of revenue 96,746 91,757
Gross profit 318,542 255,663
Operating expenses
Research and development 109,122 89,332
Sales and marketing 174,054 157,357
General and administrative 44,806 42,673
Restructuring and other related charges 139
Total operating expenses 327,982 289,501
Operating loss (9,440) (33,838)
Other income, net
Interest expense (6,351) (6,526)
Other income, net 15,782 11,208
Loss before income taxes (9) (29,156)
Provision for income taxes 24,594 20,071
Net loss $ (24,603) $ (49,227)
Net loss per share attributable to ordinary shareholders, basic and diluted $ (0.23) $ (0.48)
Weighted-average shares used to compute net loss per share attributable to ordinary shareholders, basic and diluted 105,961,879 102,284,435

Elastic N.V.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

(unaudited)

As of<br>July 31, 2025 As of<br>April 30, 2025
Assets
Current assets:
Cash and cash equivalents $ 662,338 $ 727,543
Restricted cash 3,652 3,671
Marketable securities 832,000 669,717
Accounts receivable, net of allowance for credit losses of $5,238 and $5,510 as of July 31, 2025 and April 30, 2025, respectively 221,989 375,613
Deferred contract acquisition costs 85,009 86,205
Prepaid expenses and other current assets 73,323 68,258
Total current assets 1,878,311 1,931,007
Property and equipment, net 6,335 6,589
Goodwill 326,081 319,417
Operating lease right-of-use assets 21,582 22,334
Intangible assets, net 13,828 11,404
Deferred contract acquisition costs, non-current 114,868 117,762
Deferred tax assets 146,506 168,045
Other assets 16,491 16,295
Total assets $ 2,524,002 $ 2,592,853
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable $ 26,513 $ 17,150
Accrued expenses and other liabilities 73,295 86,347
Accrued compensation and benefits 82,826 93,714
Operating lease liabilities 8,043 8,928
Deferred revenue 710,136 802,117
Total current liabilities 900,813 1,008,256
Deferred revenue, non-current 44,519 50,340
Long-term debt, net 570,016 569,729
Operating lease liabilities, non-current 16,112 16,357
Other liabilities, non-current 21,186 20,937
Total liabilities 1,552,646 1,665,619
Shareholders’ equity:
Preference shares, €0.01 par value; 165,000,000 shares authorized, 0 shares issued and outstanding as of July 31, 2025 and April 30, 2025
Ordinary shares, par value €0.01 per share: 165,000,000 shares authorized; 106,268,106 shares issued and outstanding as of July 31, 2025 and 105,534,887 shares issued and outstanding as of April 30, 2025 1,120 1,112
Treasury stock (369) (369)
Additional paid-in capital 2,119,669 2,049,416
Accumulated other comprehensive loss (24,740) (23,204)
Accumulated deficit (1,124,324) (1,099,721)
Total shareholders’ equity 971,356 927,234
Total liabilities and shareholders’ equity $ 2,524,002 $ 2,592,853

Elastic N.V.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

Three Months Ended July 31,
2025 2024
Cash flows from operating activities
Net loss $ (24,603) $ (49,227)
Adjustments to reconcile net loss to cash provided by operating activities:
Depreciation and amortization 2,316 4,173
Amortization of premium and accretion of discount on marketable securities, net (1,393) (2,200)
Amortization of deferred contract acquisition costs 26,173 23,181
Amortization of debt issuance costs 287 275
Non-cash operating lease cost 2,316 2,838
Stock-based compensation expense 69,935 63,543
Deferred income taxes 21,562 14,723
Unrealized foreign currency transaction gain (364) (181)
Changes in operating assets and liabilities, net of impact of business acquisitions:
Accounts receivable, net 153,982 127,203
Deferred contract acquisition costs (22,284) (13,900)
Prepaid expenses and other current assets (5,066) 176
Other assets (1,075) (1,939)
Accounts payable 9,570 (16,400)
Accrued expenses and other liabilities (14,892) (9,028)
Accrued compensation and benefits (10,987) (17,789)
Operating lease liabilities (2,730) (3,374)
Deferred revenue (97,912) (69,320)
Net cash provided by operating activities 104,835 52,754
Cash flows from investing activities
Purchases of property and equipment (656) (747)
Business acquisitions, net of cash acquired (8,489)
Purchases of marketable securities (248,596) (95,163)
Sales, maturities, and redemptions of marketable securities 87,366 92,390
Net cash used in investing activities (170,375) (3,520)
Cash flows from financing activities
Proceeds from issuance of ordinary shares upon exercise of stock options 326 4,745
Net cash provided by financing activities 326 4,745
Effect of exchange rate changes on cash, cash equivalents, and restricted cash (10) 1,239
Net (decrease) increase in cash, cash equivalents, and restricted cash (65,224) 55,218
Cash, cash equivalents, and restricted cash, beginning of period 731,214 543,089
Cash, cash equivalents, and restricted cash, end of period $ 665,990 $ 598,307

Elastic N.V.

Revenue by Type

(in thousands, except percentages)

(unaudited)

Three Months Ended July 31,
2025 2024
Amount % of<br>Total<br>Revenue Amount % of<br>Total<br>Revenue
Annual Elastic Cloud $ 145,912 35 % $ 111,031 32 %
Monthly Elastic Cloud 49,862 12 % 46,250 13 %
Total Elastic Cloud 195,774 47 % 157,281 45 %
Other subscription 192,809 47 % 166,493 48 %
Total subscription 388,583 94 % 323,774 93 %
Services 26,705 6 % 23,646 7 %
Total revenue $ 415,288 100 % $ 347,420 100 %

Elastic N.V.

Reconciliation of GAAP to Non-GAAP Data Supplementary Information

(in thousands, except percentages)

(unaudited)

Three Months Ended<br>July 31, 2025 % Change Year Over Year % Change <br>Year Over Year Excluding Currency Changes % Change Quarter Over Quarter % Change <br>Quarter Over Quarter Excluding Currency Changes
Revenue
Annual Elastic Cloud $ 145,912 31% 31% 8% 8%
Monthly Elastic Cloud 49,862 8% 8% 6% 6%
Total Elastic Cloud 195,774 24% 24% 8% 7%
Other subscription 192,809 16% 14% 7% 4%
Total subscription 388,583 20% 19% 7% 6%
Total revenue $ 415,288 20% 18% 7% 5%
Total sales-led subscription revenue $ 338,721 22% 20% 8% 6%
Total deferred revenue $ 754,655 20% 19% (11)% (11)%
Total remaining performance obligations $ 1,460,676 16% 15% (5)% (6)%
Remaining performance obligations due within 12 months $ 956,494 18% 17% (4)% (4)%

Elastic N.V.

Reconciliation of GAAP to Non-GAAP Data

Adjusted Free Cash Flow

(in thousands, except percentages)

(unaudited)

Three Months Ended July 31,
2025 2024
Net cash provided by operating activities $ 104,835 $ 52,754
Less: Purchases of property and equipment (656) (747)
Add: Interest paid on long-term debt 11,859 11,859
Adjusted free cash flow (1) $ 116,038 $ 63,866
Net cash used in investing activities $ (170,375) $ (3,520)
Net cash provided by financing activities $ 326 $ 4,745
Net cash provided by operating activities (as a percentage of total revenue) 25 % 15 %
Less: Purchases of property and equipment (as a percentage of total revenue) % %
Add: Interest paid on long-term debt (as a percentage of total revenue) 3 % 3 %
Adjusted free cash flow margin 28 % 18 %

(1) Adjusted free cash flow includes cash paid for restructuring and other charges of $3.0 million during the three months ended July 31, 2024. There were no cash payments for restructuring and other charges during the three months ended July 31, 2025.

Elastic N.V.

Reconciliation of GAAP to Non-GAAP Data

(in thousands, except percentages, share and per share data)

(unaudited)

Three Months Ended July 31,
2025 2024
Gross Profit Reconciliation:
GAAP gross profit $ 318,542 $ 255,663
Stock-based compensation expense and related employer taxes 6,843 6,309
Amortization of acquired intangibles 1,576 3,275
Non-GAAP gross profit $ 326,961 $ 265,247
Gross Margin Reconciliation(1):
GAAP gross margin 76.7 % 73.6 %
Stock-based compensation expense and related employer taxes 1.6 % 1.8 %
Amortization of acquired intangibles 0.4 % 0.9 %
Non-GAAP gross margin 78.7 % 76.3 %
Operating (Loss) Income Reconciliation:
GAAP operating loss $ (9,440) $ (33,838)
Stock-based compensation expense and related employer taxes 72,863 67,567
Amortization of acquired intangibles 1,576 3,275
Acquisition-related expenses 127 48
Restructuring and other related charges 139
Non-GAAP operating income $ 65,126 $ 37,191
Operating Margin Reconciliation(1):
GAAP operating margin (2.3) % (9.7) %
Stock-based compensation expense and related employer taxes 17.5 % 19.4 %
Amortization of acquired intangibles 0.4 % 0.9 %
Acquisition-related expenses % %
Restructuring and other related charges % %
Non-GAAP operating margin 15.7 % 10.7 %
Net (Loss) Income Reconciliation:
GAAP net loss $ (24,603) $ (49,227)
Stock-based compensation expense and related employer taxes 72,863 67,567
Amortization of acquired intangibles 1,576 3,275
Acquisition-related expenses 127 48
Restructuring and other related charges 139
Income tax effects and adjustments(2) 14,902 15,314
Non-GAAP net income $ 64,865 $ 37,116
Non-GAAP earnings per share attributable to ordinary<br><br>shareholders, basic(1) $ 0.61 $ 0.36
Non-GAAP earnings per share attributable to ordinary<br><br>shareholders, diluted(1) $ 0.60 $ 0.35
Weighted-average shares used to compute non-GAAP earnings per share attributable to ordinary shareholders, basic 105,961,879 102,284,435
Weighted-average shares used to compute non-GAAP earnings per share attributable to ordinary shareholders, diluted 107,891,810 105,964,740

(1) Totals may not sum, due to rounding. Gross margin, operating margin, and earnings per share are calculated based upon the respective underlying, non-rounded data.

(2) Effective May 1, 2025, we use a projected non-GAAP annual effective tax rate of 13% for the purpose of determining non-GAAP net income and non-GAAP earnings per share, basic and diluted, across the interim period. We believe this approach provides investors with a more consistent view of our underlying operating performance. Our annual projected non-GAAP tax rate excludes the impact from stock-based compensation expense and related employer taxes, amortization of acquired intangible assets, acquisition-related expenses, restructuring and other related charges, discrete tax items, releases of valuation allowance against deferred tax assets, and other non-recurring tax adjustments, which may vary in size and frequency. Our annual projected non-GAAP tax rate may change due to factors such as new tax legislation, shifts in the geographic mix of earnings, or other significant business developments. We assess this rate as needed to ensure it reflects current conditions. Applying a consistent annual rate improves comparability across reporting periods by excluding the effects of discrete or non-recurring tax items.

Elastic N.V.

Reconciliation of GAAP to Non-GAAP Data

(in thousands)

(unaudited)

Three Months Ended July 31,
2025 2024
Cost of revenue reconciliation:
GAAP subscription $ 69,418 $ 68,347
Stock-based compensation expense and related employer taxes (2,653) (2,520)
Amortization of acquired intangibles (1,576) (3,275)
Non-GAAP subscription $ 65,189 $ 62,552
GAAP services $ 27,328 $ 23,410
Stock-based compensation expense and related employer taxes (4,190) (3,789)
Non-GAAP services $ 23,138 $ 19,621
Operating expenses reconciliation:
GAAP research and development expense $ 109,122 $ 89,332
Stock-based compensation expense and related employer taxes (27,773) (25,722)
Acquisition-related expenses (8) (48)
Non-GAAP research and development expense $ 81,341 $ 63,562
GAAP sales and marketing expense $ 174,054 $ 157,357
Stock-based compensation expense and related employer taxes (24,069) (22,449)
Non-GAAP sales and marketing expenses $ 149,985 $ 134,908
GAAP general and administrative expense $ 44,806 $ 42,673
Stock-based compensation expense and related employer taxes (14,178) (13,087)
Acquisition-related expenses (119)
Non-GAAP general and administrative expense $ 30,509 $ 29,586