8-K

Elastic N.V. (ESTC)

8-K 2025-11-20 For: 2025-11-20
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): November 20, 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 November 20, 2025, Elastic N.V. (“Elastic” or the “Company”) issued a press release announcing its financial results for its second quarter ended October 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 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit Description
99.1 Press Release datedNovember20, 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: November 20, 2025

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

Document

Exhibit 99.1

Elastic Reports Second Quarter Fiscal 2026 Financial Results

Q2 Revenue of $423 million, up 16% year-over-year (15% in constant currency)

Raised full-year total revenue guidance by $18 million with strong customer commitments supporting our growth

SAN FRANCISCO, Nov 20, 2025 -- Elastic (NYSE: ESTC) (“Elastic”), the Search AI Company, announced financial results for its second quarter of fiscal 2026 ended October 31, 2025.

Second Quarter Fiscal 2026 Financial Highlights

•Total revenue was $423 million, an increase of 16% year-over-year, or 15% on a constant currency basis

•Total subscription revenue was $398 million, an increase of 17% year-over-year, or 16% on a constant currency basis

•Sales-led subscription revenue (calculated as subscription revenue excluding Monthly Elastic Cloud) was $349 million, an increase of 18% year-over-year, or 17% on a constant currency basis

•Elastic Cloud revenue was $206 million, an increase of 22% year-over-year, as reported and on a constant currency basis

•Current remaining performance obligations were $971 million, an increase of 17% year-over-year, or 15% on a constant currency basis

•GAAP operating loss was $8 million; GAAP operating margin was -2%

•Non-GAAP operating income was $70 million; non-GAAP operating margin was 16.5%

•GAAP net loss per share was $0.48; non-GAAP diluted earnings per share was $0.64

•Operating cash flow was $27 million with adjusted free cash flow of $26 million

•Cash, cash equivalents, and marketable securities were $1.396 billion as of October 31, 2025

“Q2 was an outstanding quarter for Elastic. We beat the high end of our guidance across all metrics. Our strength was driven by robust growth across the company with AI positively impacting all areas of our business,” said Ash Kulkarni, chief executive officer, Elastic. “Our deep expertise in managing unstructured data, combined with our clear product differentiation and context engineering leadership, positions Elastic as the natural leader for search, AI, observability, and security.”

Second 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 1,600 compared to over 1,550 in Q1 FY26, and over 1,420 in Q2 FY25

•Net Expansion Rate was approximately 112%

Product Innovations and Updates

•Launched Agent Builder in technical preview, a context engineering platform that helps developers create AI agents using their own data through a conversational interface

•Introduced Streams, an agentic AI capability within Elastic Observability to automatically organize, find meaning, and surface problems from logs

•Introduced Elastic Inference Service (EIS), a GPU-accelerated inference-as-a-service for Elasticsearch semantic search, vector search, and generative AI workflows

•Delivered cloud-connected AutoOps, a monitoring and management tool that allows self-managed enterprise customers to simplify cluster management through performance recommendations, resource utilization insights, and real-time issue resolution paths

•Improved vector storage and search with DiskBBQ, a new vector search algorithm that uses less memory, leading to faster, scalable searches ideal for large datasets

•Launched a fully managed OpenTelemetry Protocol endpoint in Elastic Observability

•Added new capabilities in Elastic Distribution of OpenTelemetry (EDOT) for central management, simplified configuration of SDKs and added OTel support for PHP, one of the world’s most popular programming languages

•Integrated Azure AI Foundry with Elastic Observability to provide comprehensive visibility into the performance and usage of various foundational LLMs for simplified monitoring, optimization, and troubleshooting

•Announced that the Elasticsearch Open Inference API now supports integration with Gemini through Google Vertex AI

•Introduced device control capabilities in our XDR offering, to define and enforce policies on usage of endpoint-attached storage devices

Other Business Highlights

•Acquired Jina AI, the leading developer of open source multimodal and multilingual embeddings, reranker, and small language models, deepening our search capabilities

•Launched a $500 million share repurchase program at our Financial Analyst Day

•Recognized as a Leader in The Forrester Wave™: Cognitive Search Platforms, Q4 2025 report

•Recognized as a Leader in the IDC MarketScape: Worldwide Extended Detection and Response (XDR) Software 2025 Vendor Assessment (doc #US52997325, September 2025)

•Recognized as a Leader in the IDC MarketScape: Worldwide General-Purpose Knowledge Discovery Software 2025 Vendor Assessment (doc #US53011225, November 2025)

•Recognized as a Leader in the IDC MarketScape: Worldwide Observability Platforms 2025 Vendor Assessment (doc #US53004325, November 2025)

•Achieved 99.3% effectiveness across both Active Response (automated blocking) and Passive Response (detection and alerting) in AV-Comparatives Endpoint Prevention and Response (EPR) Test 2025, outscoring top competitors

•Released Elastic’s fourth global threat report highlighting how adversaries are leveraging AI to accelerate attacks

•Engaged with thousands of customers and partners across ElasticONs in Bengaluru, New York City, San Francisco, Amsterdam, and Munich

Share Repurchase Program

In October 2025, Elastic announced a share repurchase program pursuant to which the Company may repurchase up to $500 million of the Company’s outstanding ordinary shares. As part of this program, during the second quarter of fiscal 2026, Elastic repurchased approximately

1.4 million ordinary shares at an average price per share of $84.45 on the open market, representing an aggregate value of approximately $114 million.

Financial Outlook

The Company is providing the following guidance:

For the third quarter of fiscal 2026 (ending January 31, 2026):

•Total revenue is expected to be between $437 million and $439 million, representing 15% year-over-year growth at the midpoint (13% year-over-year constant currency growth at the midpoint)

•Sales-led subscription revenue is expected to be between $364 million and $366 million, representing 17% year-over-year growth at the midpoint (16% year-over-year constant currency growth at the midpoint)

•Non-GAAP operating margin is expected to be approximately 17.5%

•Non-GAAP diluted earnings per share is expected to be between $0.63 and $0.65, assuming between 108.0 million and 109.0 million diluted weighted average ordinary shares outstanding

For fiscal 2026 (ending April 30, 2026):

•Total revenue is expected to be between $1.715 billion and $1.721 billion, representing 16% year-over-year growth at the midpoint (15% year-over-year constant currency growth at the midpoint)

•Sales-led subscription revenue is expected to be between $1.417 billion and $1.423 billion, representing 18% year-over-year growth at the midpoint (17% year-over-year constant currency growth at the midpoint)

•Non-GAAP operating margin is expected to be approximately 16.25%

•Non-GAAP diluted earnings per share is expected to be between $2.40 and $2.46, assuming between 108.0 million and 110.0 million diluted weighted average ordinary shares outstanding

The diluted weighted average ordinary shares outstanding reflect only share buybacks completed as of October 31, 2025.

The guidance assumes, among others, the following exchange rates: 1 Euro = 1.155 US Dollars; and 1 Great British Pound = 1.315 US Dollars.

See the section titled “Forward-Looking Statements” below for information on the risks and uncertainties 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 sales-led subscription revenue, 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 January 31, 2026 and fiscal year ending April 30, 2026, the expected performance or benefits of and demand for our offerings, our product strategy and innovation, and our views regarding the impact of our expertise and product differentiation on our position as a leader in the market. 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; risks affecting continuation of our share repurchase program; 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.

Sales-led Subscription Revenue

Sales-led subscription revenue is a non-GAAP financial measure that we calculate as total subscription revenue excluding Monthly Elastic Cloud. We believe sales-led subscription revenue provides management and our investors with a consistent metric with which to measure the health of our business.

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 October 31, Six Months Ended October 31,
2025 2024 2025 2024
Revenue
Subscription $ 397,699 $ 340,807 $ 786,282 $ 664,581
Services 25,782 24,554 52,487 48,200
Total revenue 423,481 365,361 838,769 712,781
Cost of revenue
Subscription 76,522 69,941 145,940 138,288
Services 25,505 23,238 52,833 46,648
Total cost of revenue 102,027 93,179 198,773 184,936
Gross profit 321,454 272,182 639,996 527,845
Operating expenses
Research and development 108,152 88,163 217,274 177,495
Sales and marketing 173,576 144,274 347,630 301,631
General and administrative 47,962 44,085 92,768 86,758
Restructuring and other related charges 86 225
Total operating expenses 329,690 276,608 657,672 566,109
Operating loss (8,236) (4,426) (17,676) (38,264)
Other income, net
Interest expense (6,292) (6,462) (12,643) (12,988)
Other income, net 15,836 9,106 31,618 20,314
Income (loss) before income taxes 1,308 (1,782) 1,299 (30,938)
Provision for income taxes 52,592 23,668 77,186 43,739
Net loss $ (51,284) $ (25,450) $ (75,887) $ (74,677)
Net loss per share attributable to ordinary shareholders, basic and diluted $ (0.48) $ (0.25) $ (0.71) $ (0.73)
Weighted-average shares used to compute net loss per share attributable to ordinary shareholders, basic and diluted 106,586,670 103,238,740 106,274,275 102,761,588

Elastic N.V.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

(unaudited)

As of<br>October 31, 2025 As of<br>April 30, 2025
Assets
Current assets:
Cash and cash equivalents $ 800,586 $ 727,543
Restricted cash 3,468 3,671
Marketable securities 595,485 669,717
Accounts receivable, net of allowance for credit losses of $5,947 and $5,510 as of October 31, 2025 and April 30, 2025, respectively 260,949 375,613
Deferred contract acquisition costs 86,795 86,205
Prepaid expenses and other current assets 78,209 68,258
Total current assets 1,825,492 1,931,007
Property and equipment, net 6,073 6,589
Goodwill 359,706 319,417
Operating lease right-of-use assets 17,682 22,334
Intangible assets, net 18,170 11,404
Deferred contract acquisition costs, non-current 118,920 117,762
Deferred tax assets 113,402 168,045
Other assets 17,125 16,295
Total assets $ 2,476,570 $ 2,592,853
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable $ 37,235 $ 17,150
Accrued expenses and other liabilities 100,926 86,347
Accrued compensation and benefits 89,501 93,714
Operating lease liabilities 6,716 8,928
Deferred revenue 692,666 802,117
Total current liabilities 927,044 1,008,256
Deferred revenue, non-current 39,845 50,340
Long-term debt, net 570,306 569,729
Operating lease liabilities, non-current 13,685 16,357
Other liabilities, non-current 34,578 20,937
Total liabilities 1,585,458 1,665,619
Shareholders’ equity:
Preference shares, €0.01 par value; 165,000,000 shares authorized, 0 shares issued and outstanding as of October 31, 2025 and April 30, 2025
Ordinary shares, par value €0.01 per share: 165,000,000 shares authorized; 107,207,662 shares issued and 105,820,073 shares outstanding as of October 31, 2025; 105,534,887 shares issued and outstanding as of April 30, 2025 1,131 1,112
Treasury stock, at cost; 1,387,589 shares held as of October 31, 2025 and 35,937 shares held as of April 30, 2025 (114,545) (369)
Additional paid-in capital 2,204,689 2,049,416
Accumulated other comprehensive loss (24,555) (23,204)
Accumulated deficit (1,175,608) (1,099,721)
Total shareholders’ equity 891,112 927,234
Total liabilities and shareholders’ equity $ 2,476,570 $ 2,592,853

Elastic N.V.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

Three Months Ended October 31, Six Months Ended October 31,
2025 2024 2025 2024
Cash flows from operating activities
Net loss $ (51,284) $ (25,450) $ (75,887) $ (74,677)
Adjustments to reconcile net loss to cash provided by operating activities:
Depreciation and amortization 2,894 3,565 5,210 7,738
Amortization of premium and accretion of discount on marketable securities, net (1,124) (1,926) (2,517) (4,126)
Amortization of deferred contract acquisition costs 27,005 23,994 53,178 47,175
Amortization of debt issuance costs 290 278 577 553
Non-cash operating lease cost 3,168 2,617 5,484 5,455
Stock-based compensation expense 72,893 64,065 142,828 127,608
Deferred income taxes 33,160 23,653 54,722 38,376
Unrealized foreign currency transaction loss (gain) 189 2,397 (175) 2,216
Other 33 (14) 33 (14)
Changes in operating assets and liabilities, net of impact of business acquisitions:
Accounts receivable, net (38,615) (59,122) 115,367 68,081
Deferred contract acquisition costs (32,877) (23,278) (55,161) (37,178)
Prepaid expenses and other current assets (4,488) 998 (9,554) 1,174
Other assets 1,990 487 915 (1,452)
Accounts payable 10,648 14,065 20,218 (2,335)
Accrued expenses and other liabilities 23,033 892 8,141 (8,136)
Accrued compensation and benefits 6,747 (3,691) (4,240) (21,480)
Operating lease liabilities (3,124) (3,033) (5,854) (6,407)
Deferred revenue (23,926) 17,880 (121,838) (51,440)
Net cash provided by operating activities 26,612 38,377 131,447 91,131
Cash flows from investing activities
Purchases of property and equipment (605) (715) (1,261) (1,462)
Business acquisitions, net of cash acquired (28,339) (36,828)
Purchases of marketable securities (40,977) (71,090) (289,573) (166,253)
Sales, maturities, and redemptions of marketable securities 279,222 86,092 366,588 178,482
Other (521) (521)
Net cash provided by investing activities 208,780 14,287 38,405 10,767
Cash flows from financing activities
Proceeds from issuance of ordinary shares under employee stock purchase plan 11,501 10,464 11,501 10,464
Proceeds from issuance of ordinary shares upon exercise of stock options 637 1,782 963 6,527
Repurchases of ordinary shares (109,175) (109,175)
Net cash (used in) provided by financing activities (97,037) 12,246 (96,711) 16,991
Effect of exchange rate changes on cash, cash equivalents, and restricted cash (291) (1,389) (301) (150)
Net increase in cash, cash equivalents, and restricted cash 138,064 63,521 72,840 118,739
Cash, cash equivalents, and restricted cash, beginning of period 665,990 598,307 731,214 543,089
Cash, cash equivalents, and restricted cash, end of period $ 804,054 $ 661,828 $ 804,054 $ 661,828

Elastic N.V.

Revenue by Type

(in thousands, except percentages)

(unaudited)

Three Months Ended October 31, Six Months Ended October 31,
2025 2024 2025 2024
Amount % of<br>Total<br>Revenue Amount % of<br>Total<br>Revenue Amount % of<br>Total<br>Revenue Amount % of<br>Total<br>Revenue
Annual Elastic Cloud $ 156,868 37 % $ 123,402 34 % $ 302,780 36 % $ 234,433 33 %
Monthly Elastic Cloud 48,783 12 % 45,433 12 % 98,645 12 % 91,683 13 %
Total Elastic Cloud 205,651 49 % 168,835 46 % 401,425 48 % 326,116 46 %
Other subscription 192,048 45 % 171,972 47 % 384,857 46 % 338,465 47 %
Total subscription 397,699 94 % 340,807 93 % 786,282 94 % 664,581 93 %
Services 25,782 6 % 24,554 7 % 52,487 6 % 48,200 7 %
Total revenue $ 423,481 100 % $ 365,361 100 % $ 838,769 100 % $ 712,781 100 %

Elastic N.V.

Reconciliation of GAAP to Non-GAAP Data Supplementary Information

(in thousands, except percentages)

(unaudited)

Three Months Ended<br>October 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 $ 156,868 27% 27% 8% 8%
Monthly Elastic Cloud 48,783 7% 7% (2)% (2)%
Total Elastic Cloud 205,651 22% 22% 5% 5%
Other subscription 192,048 12% 10% —% (1)%
Total subscription 397,699 17% 16% 2% 2%
Total revenue $ 423,481 16% 15% 2% 2%
Total sales-led subscription revenue $ 348,916 18% 17% 3% 3%
Total deferred revenue $ 732,511 13% 12% (3)% (3)%
Total remaining performance obligations $ 1,506,725 19% 17% 3% 3%
Remaining performance obligations due within 12 months $ 971,467 17% 15% 2% 1%
Six Months Ended<br>October 31, 2025 % Change Year Over Year % Change <br>Year Over Year Excluding Currency Changes
--- --- --- --- ---
Revenue
Annual Elastic Cloud $ 302,780 29% 29%
Monthly Elastic Cloud 98,645 8% 8%
Total Elastic Cloud 401,425 23% 23%
Other subscription 384,857 14% 12%
Total subscription 786,282 18% 17%
Total revenue $ 838,769 18% 17%
Total sales-led subscription revenue $ 687,637 20% 19%

Elastic N.V.

Reconciliation of GAAP to Non-GAAP Data

Adjusted Free Cash Flow

(in thousands, except percentages)

(unaudited)

Three Months Ended October 31, Six Months Ended October 31,
2025 2024 2025 2024
Net cash provided by operating activities $ 26,612 $ 38,377 $ 131,447 $ 91,131
Less: Purchases of property and equipment (605) (715) (1,261) (1,462)
Add: Interest paid on long-term debt 11,859 11,859
Adjusted free cash flow $ 26,007 $ 37,662 $ 142,045 $ 101,528
Net cash provided by investing activities $ 208,780 $ 14,287 $ 38,405 $ 10,767
Net cash (used in) provided by financing activities $ (97,037) $ 12,246 $ (96,711) $ 16,991
Net cash provided by operating activities (as a percentage of total revenue) 6 % 10 % 16 % 13 %
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) % % 1 % 1 %
Adjusted free cash flow margin 6 % 10 % 17 % 14 %

Elastic N.V.

Reconciliation of GAAP to Non-GAAP Data

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

(unaudited)

Three Months Ended October 31, Six Months Ended October 31,
2025 2024 2025 2024
Gross Profit Reconciliation:
GAAP gross profit $ 321,454 $ 272,182 $ 639,996 $ 527,845
Stock-based compensation expense and related employer taxes 6,460 5,908 13,303 12,217
Amortization of acquired intangibles 2,158 2,835 3,734 6,110
Non-GAAP gross profit $ 330,072 $ 280,925 $ 657,033 $ 546,172
Gross Margin Reconciliation(1):
GAAP gross margin 75.9 % 74.5 % 76.3 % 74.1 %
Stock-based compensation expense and related employer taxes 1.5 % 1.6 % 1.6 % 1.7 %
Amortization of acquired intangibles 0.5 % 0.8 % 0.4 % 0.9 %
Non-GAAP gross margin 77.9 % 76.9 % 78.3 % 76.6 %
Operating (Loss) Income Reconciliation:
GAAP operating loss $ (8,236) $ (4,426) $ (17,676) $ (38,264)
Stock-based compensation expense and related employer taxes 75,243 65,681 148,106 133,248
Amortization of acquired intangibles 2,158 2,835 3,734 6,110
Acquisition-related expenses 632 104 759 152
Restructuring and other related charges 86 225
Non-GAAP operating income $ 69,797 $ 64,280 $ 134,923 $ 101,471
Operating Margin Reconciliation(1):
GAAP operating margin (1.9) % (1.2) % (2.1) % (5.4) %
Stock-based compensation expense and related employer taxes 17.8 % 18.0 % 17.7 % 18.7 %
Amortization of acquired intangibles 0.5 % 0.8 % 0.4 % 0.9 %
Acquisition-related expenses 0.1 % % 0.1 % %
Restructuring and other related charges % % % %
Non-GAAP operating margin 16.5 % 17.6 % 16.1 % 14.2 %
Net (Loss) Income Reconciliation:
GAAP net loss $ (51,284) $ (25,450) $ (75,887) $ (74,677)
Stock-based compensation expense and related employer taxes 75,243 65,681 148,106 133,248
Amortization of acquired intangibles 2,158 2,835 3,734 6,110
Acquisition-related expenses 632 104 759 152
Restructuring and other related charges 86 225
Income tax effects and adjustments(2) 42,278 19,650 57,180 34,964
Non-GAAP net income $ 69,027 $ 62,906 $ 133,892 $ 100,022
Non-GAAP earnings per share attributable to ordinary<br><br>shareholders, basic(1) $ 0.65 $ 0.61 $ 1.26 $ 0.97
Non-GAAP earnings per share attributable to ordinary<br><br>shareholders, diluted(1) $ 0.64 $ 0.59 $ 1.24 $ 0.94
Weighted-average shares used to compute non-GAAP earnings per share attributable to ordinary shareholders, basic 106,586,670 103,238,740 106,274,275 102,761,588
Weighted-average shares used to compute non-GAAP earnings per share attributable to ordinary shareholders, diluted 108,402,116 105,827,936 108,230,913 106,006,894

(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, valuation allowances 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 October 31, Six Months Ended October 31,
2025 2024 2025 2024
Cost of revenue reconciliation:
GAAP subscription $ 76,522 $ 69,941 $ 145,940 $ 138,288
Stock-based compensation expense and related employer taxes (2,563) (2,361) (5,216) (4,881)
Amortization of acquired intangibles (2,158) (2,835) (3,734) (6,110)
Non-GAAP subscription $ 71,801 $ 64,745 $ 136,990 $ 127,297
GAAP services $ 25,505 $ 23,238 $ 52,833 $ 46,648
Stock-based compensation expense and related employer taxes (3,897) (3,547) (8,087) (7,336)
Non-GAAP services $ 21,608 $ 19,691 $ 44,746 $ 39,312
Operating expenses reconciliation:
GAAP research and development expense $ 108,152 $ 88,163 $ 217,274 $ 177,495
Stock-based compensation expense and related employer taxes (28,434) (24,777) (56,207) (50,499)
Acquisition-related expenses (64) (6) (72) (54)
Non-GAAP research and development expense $ 79,654 $ 63,380 $ 160,995 $ 126,942
GAAP sales and marketing expense $ 173,576 $ 144,274 $ 347,630 $ 301,631
Stock-based compensation expense and related employer taxes (24,186) (21,434) (48,255) (43,883)
Non-GAAP sales and marketing expenses $ 149,390 $ 122,840 $ 299,375 $ 257,748
GAAP general and administrative expense $ 47,962 $ 44,085 $ 92,768 $ 86,758
Stock-based compensation expense and related employer taxes (16,163) (13,562) (30,341) (26,649)
Acquisition-related expenses (568) (98) (687) (98)
Non-GAAP general and administrative expense $ 31,231 $ 30,425 $ 61,740 $ 60,011