What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-06-08 compared with 2025-06-10 · 293 added, 231 removed, 866 unchanged (38% of the section changed)

5 unchanged sentences

Consolidated Statements of Operations

Consolidated Statements of Comprehensive (Loss) Income

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Shareholders’ Equity

5 unchanged sentences

We have audited the accompanying consolidated balance sheets of Elastic N.V.

and its subsidiaries (the “Company”) as of April 30, 2025 and 2024, and the related consolidated statements of operations, of comprehensive (loss) income, of shareholders' equity and of cash flows for each of the three years in the period ended April 30, 2025, including the related notes (collectively referred to as the “consolidated financial statements”).

and its subsidiaries (the “Company”) as of April 30, 2026 and 2025, and the related consolidated statements of operations, of comprehensive income (loss), of shareholders' equity and of cash flows for each of the three years in the period ended April 30, 2026, including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of April 30, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

48 unchanged sentences

Marketable securities 601,537 669,717

Accounts receivable, net of allowance for credit losses of $ 5,510 and $ 4,979 as of April 30, 2025 and April 30, 2024, respectively

Accounts receivable, net of allowance for credit losses of $ 6,847 and $ 5,510 as of April 30, 2026 and 2025, respectively

464,413 375,613

26 unchanged sentences

Preference shares, € 0.01 par value;

165,000,000 shares authorized, 0 shares issued and outstanding as of April 30, 2025 and April 30, 2024

Ordinary shares, par value € 0.01 per share:

165,000,000 shares authorized;

105,534,887 shares issued and outstanding as of April 30, 2025 and 101,705,935 shares issued and outstanding as of April 30, 2024

Treasury stock ( 369 ) ( 369 )

no shares issued or outstanding as of April 30, 2026 and 2025

Ordinary shares, € 0.01 par value;

165,000,000 shares authorized;

108,360,340 shares issued and 104,751,470 shares outstanding as of April 30, 2026;

105,534,887 shares issued and outstanding as of April 30, 2025

Treasury stock, at cost;

3,608,870 shares held as of April 30, 2026;

35,937 shares held as of April 30, 2025

( 275,695 ) ( 369 )

Additional paid-in capital 2,310,866 2,049,416

27 unchanged sentences

Loss before income taxes ( 2,301 ) ( 31,569 ) ( 122,756 )

Provision for (benefit from) income taxes 76,545 ( 184,476 ) 19,284

Net (loss) income $ ( 108,114 ) $ 61,720 $ ( 236,161 )

Net (loss) earnings per share attributable to ordinary shareholders

(Benefit from) provision for income taxes ( 370,067 ) 76,545 ( 184,476 )

Net income (loss) $ 367,766 $ ( 108,114 ) $ 61,720

Net earnings (loss) per share attributable to ordinary shareholders

$ 3.49 $ ( 1.04 ) $ 0.62

$ 3.43 $ ( 1.04 ) $ 0.59

Weighted-average shares used to compute net (loss) earnings per share attributable to ordinary shareholders

Weighted-average shares used to compute net earnings (loss) per share attributable to ordinary shareholders

Basic 105,335,440 103,661,704 99,646,231

1 unchanged sentence

The accompanying notes are an integral part of these consolidated financial statements.

Consolidated Statements of Comprehensive (Loss) Income

Consolidated Statements of Comprehensive Income (Loss)

(in thousands)

1 unchanged sentence

2026 2025 2024

Net (loss) income $ ( 108,114 ) $ 61,720 $ ( 236,161 )

Net income (loss) $ 367,766 $ ( 108,114 ) $ 61,720

Other comprehensive loss:

Unrealized gain (loss) on available-for-sale securities, net of taxes 3,995 ( 1,728 ) ( 71 )

Unrealized (loss) gain on available-for-sale securities, net of taxes ( 2,109 ) 3,995 ( 1,728 )

Foreign currency translation adjustments ( 2,557 ) ( 5,561 ) 105

Other comprehensive loss ( 4,666 ) ( 1,566 ) ( 1,623 )

Total comprehensive (loss) income $ ( 109,680 ) $ 60,097 $ ( 238,046 )

Total comprehensive income (loss) $ 363,100 $ ( 109,680 ) $ 60,097

The accompanying notes are an integral part of these consolidated financial statements.

1 unchanged sentence

(in thousands, except share data)

Ordinary Shares Treasury

Amount Additional

Ordinary Shares Treasury Shares

Capital Accumulated

3 unchanged sentences

Shareholders'

Shares Amount

Shares Outstanding

Amount Shares Amount

Balances as of April 30, 2023 97,366,947 $ 1,024 35,937 $ ( 369 ) $ 1,471,584 $ ( 20,015 ) $ ( 1,053,327 ) $ 398,897

1 unchanged sentence

Issuance of ordinary shares upon release of restricted stock units 2,701,448 28 — — ( 28 ) — — —

Issuance of ordinary shares under employee stock purchase plan 345,165 4 — — 19,131 — — 19,135

Stock-based compensation — — — — 239,137 — — 239,137

Net loss — — — — — ( 236,161 ) ( 236,161 )

Net income — — — — — — 61,720 61,720

Other comprehensive loss — — — — — ( 1,623 ) — ( 1,623 )

4 unchanged sentences

Stock-based compensation — — — — 257,782 — — 257,782

Net income — — — — — 61,720 61,720

Net loss — — — — — — ( 108,114 ) ( 108,114 )

Other comprehensive loss — — — — — ( 1,566 ) — ( 1,566 )

3 unchanged sentences

Issuance of ordinary shares under employee stock purchase plan 462,103 5 — — 25,010 — — 25,015

Reissuance of treasury shares upon release of restricted stock units 847,733 10 ( 847,733 ) 64,762 ( 64,772 ) — — —

Repurchases of ordinary shares ( 4,420,666 ) — 4,420,666 ( 340,088 ) — — — ( 340,088 )

Stock-based compensation — — — — 298,435 — — 298,435

Net loss — — — — — ( 108,114 ) ( 108,114 )

Net income — — — — — — 367,766 367,766

Other comprehensive loss — — — — — ( 4,666 ) — ( 4,666 )

6 unchanged sentences

Cash flows from operating activities

Net (loss) income $ ( 108,114 ) $ 61,720 $ ( 236,161 )

Adjustments to reconcile net (loss) income to cash provided by operating activities:

Net income (loss) $ 367,766 $ ( 108,114 ) $ 61,720

Adjustments to reconcile net income (loss) to cash provided by operating activities:

Depreciation and amortization 11,834 12,315 17,999

3 unchanged sentences

Non-cash operating lease cost 8,870 10,040 11,010

Asset impairment charges — — 6,242

Stock-based compensation expense 298,435 257,782 239,137

Deferred income taxes ( 398,617 ) 57,431 ( 217,195 )

Unrealized foreign currency transaction loss (gain) 2,211 1,930 ( 1,386 )

Unrealized foreign currency transaction loss 790 2,211 1,930

Other 71 39 ( 34 )

15 unchanged sentences

Sales, maturities, and redemptions of marketable securities 597,397 435,251 271,423

Net cash used in investing activities ( 118,668 ) ( 287,960 ) ( 272,952 )

Other ( 521 ) — —

Net cash provided by (used in) investing activities 26,071 ( 118,668 ) ( 287,960 )

Cash flows from financing activities

3 unchanged sentences

2,804 17,854 20,919

Net cash provided by financing activities 40,947 40,054 17,471

Repurchases of ordinary shares

( 340,088 ) — —

Net cash (used in) provided by financing activities ( 312,269 ) 40,947 40,054

Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 1,412 ) ( 322 ) ( 4,407 )

20 unchanged sentences

Equity Incentive Plans

Net (Loss) Earnings Per Share Attributable to Ordinary Shareholders

Net Earnings (Loss) Per Share Attributable to Ordinary Shareholders

Employee Benefit Plans

Segment Information

S ubsequent Events

Organization and Description of Business

(individually and together with its consolidated subsidiaries, “Elastic” or the “Company”) was incorporated under the laws of the Netherlands in 2012.

The Company created Elastic’s Search AI Platform, a powerful set of software products that ingest and store data from any source and in any format, and perform search, analysis, and visualization on that data.

The Company created the Elasticsearch Platform, a powerful set of software products that ingest and store data from any source and in any format, and perform search, analysis, and visualization on that data.

Developers build on top of the Company’s platform to apply the power of search to their data and solve business problems.

The Company offers three software solutions built into its platform:

Elasticsearch, Elastic Observability, and Elastic Security.

Search & AI, Elastic Observability, and Elastic Security.

The Company’s platform and its solutions are designed to run across hybrid clouds, public or private clouds, and multi-cloud environments.

1 unchanged sentence

Basis of Presentation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

The consolidated financial statements have been prepared in accordance with U.S.

GAAP and include the financial statements of the Company and its wholly-owned subsidiaries.

4 unchanged sentences

The preparation of the consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period.

Such estimates and assumptions include, but are not limited to, the standalone selling price (“SSP”) for each distinct performance obligation included in customer contracts with multiple performance obligations, the period of benefit for deferred contract acquisition costs, allowance for credit losses, valuation of stock-based compensation, fair value of acquired intangible assets and goodwill, useful lives of acquired intangible assets and property and equipment, whether an arrangement is or contains a lease, discount rate used for operating leases, and valuation allowance for deferred income taxes.

Such estimates and assumptions include, but are not limited to, the SSP for each distinct performance obligation included in customer contracts with multiple performance obligations, the period of benefit for deferred contract acquisition costs, allowance for credit losses, valuation of stock-based compensation, fair value of acquired intangible assets and goodwill, useful lives of acquired intangible assets and property and equipment, whether an arrangement is or contains a lease, discount rate used for operating leases, and valuation allowances for deferred income taxes.

The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events.

7 unchanged sentences

Items included in the financial statements of such subsidiaries are measured using that functional currency.

The Company periodically re-assesses its operations to determine if previous conclusions are still valid.

The Company periodically reassesses its operations to determine if previous conclusions are still valid.

Changes in functional currencies are applied prospectively if the operations encounter a significant and permanent change.

For the subsidiaries where the U.S.

dollar is the functional currency, foreign currency denominated monetary assets and liabilities are re-measured into U.S.

dollars at current exchange rates and foreign currency denominated nonmonetary assets and liabilities are re-measured into U.S.

dollar is the functional currency, foreign currency denominated monetary assets and liabilities are remeasured into U.S.

dollars at current exchange rates and foreign currency denominated non-monetary assets and liabilities are remeasured into U.S.

dollars at historical exchange rates.

Gains or losses from foreign currency re-measurement and settlements are included in other income, net in the consolidated statements of operations.

For the years ended April 30, 2025, 2024, and 2023, the Company recognized re-measurement losses of $ 2.5 million, $ 3.4 million, and $ 0.4 million, respectively.

Gains or losses from foreign currency remeasurement and settlements are included in other income, net in the consolidated statements of operations.

For the years ended April 30, 2026, 2025, and 2024, the Company recognized remeasurement losses of $ 2.1 million, $ 2.5 million, and $ 3.4 million, respectively.

For subsidiaries where the functional currency is other than the U.S.

2 unchanged sentences

Other Comprehensive Loss

The Company’s other comprehensive loss includes net (loss) income, unrealized gain (loss) on available-for-sale securities, net of taxes, and foreign currency translation adjustments.

The Company’s other comprehensive loss includes net income (loss), unrealized (loss) gain on available-for-sale securities, net of taxes, and foreign currency translation adjustments.

Cash, Cash Equivalents, and Restricted Cash

52 unchanged sentences

Accounts receivables are written off against the allowance when management determines a balance is uncollectible and the Company no longer actively pursues collection of the receivable.

The Company does not typically offer right of refund in its contracts.

The Company does not typically offer a right of refund in its contracts.

The allowance for credit losses reflects the Company’s best estimate of probable losses inherent in the Company’s receivables portfolio.

30 unchanged sentences

The right-of-use asset is initially measured as the present value of the lease payments, adjusted for initial direct costs, prepaid lease payments to lessors, and lease incentives.

When the Company acquires a business, the Company allocates the purchase price, which is the sum of the consideration provided and may consist of cash, equity, or a combination of the two, in a business combination to the identifiable assets and liabilities of the acquired business at their estimated respective fair values.

When the Company acquires a business, the Company allocates the purchase price, which is the sum of the elements of consideration provided and may consist of cash, equity, or a combination of the two, in a business combination to the identifiable assets and liabilities of the acquired business at their estimated respective fair values.

The Company recognizes and measures contract assets and contract liabilities acquired in a business combination on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers.

7 unchanged sentences

If continued employment is required for vesting, the awards are treated as compensation for post- acquisition services and recognized as expense over the requisite service period.

Acquisition-related transaction costs incurred by the Company are not included as a component of consideration transferred, but are accounted for as an operating expense in the period in which the costs are incurred.

Acquisition-related transaction costs incurred by the Company are not included as a component of consideration transferred but, rather, are accounted for as an operating expense in the period in which the costs are incurred.

The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of acquisition.

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations accounted for using the acquisition method, and is not amortized.

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations accounted for using the acquisition method.

Goodwill is not amortized.

The Company tests goodwill for impairment at least annually, in the fourth quarter of each year, or more frequently if events or changes in circumstances indicate that goodwill may be impaired.

16 unchanged sentences

If such review indicates that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value.

During the year ended April 30, 2023, the Company recorded asset impairment charges comprising impairment of operating lease right-of-use assets and the associated furniture, equipment, and leasehold improvements of $ 5.1 million and $ 1.1 million, respectively, for exited leased office spaces associated with the Company’s restructuring plan.

The Company determined that there were no events or changes in circumstances that indicated that its long-lived assets were impaired during the years ended April 30, 2026, 2025, and 2024.

17 unchanged sentences

The Company’s SaaS products provide access to hosted software as well as support, which the Company considers to be a single performance obligation.

Services-related performance obligations relate to the provision of consulting and training services.

Performance obligations to provide services relate to the provision of consulting and training services.

These services are distinct from subscriptions and do not result in significant customization of the software.

(iii) Determination of the transaction price:

The transaction price is the total amount of consideration the Company expects to be entitled to in exchange for the subscriptions and services in a contract.

The transaction price is the total amount of consideration to which the Company expects to be entitled in exchange for the subscriptions and services in a contract.

Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur.

36 unchanged sentences

Cost of Revenue

Cost of revenue consists primarily of costs related to providing subscriptions and services to the Company’s customers, including personnel costs (salaries, bonuses and benefits, and stock-based compensation) and related expenses for customer support and services personnel, as well as cloud infrastructure costs, third-party contractors, depreciation of fixed assets, amortization associated with acquired intangible assets, and allocated overhead.

Cost of revenue consists primarily of costs related to providing subscriptions and services to the Company’s customers, including cloud hosting costs, personnel costs (salaries, bonuses and benefits, and stock-based compensation) and related expenses for customer support and services personnel, third-party contractors, depreciation of fixed assets, amortization associated with acquired intangible assets, and allocated overhead.

Research and Development

Research and development costs are expensed as incurred and consist primarily of personnel costs including salaries, bonuses and benefits, and stock-based compensation.

Research and development costs also include depreciation and allocated overhead.

Research and development costs also include cloud hosting costs, depreciation, and allocated overhead.

Advertising costs are charged to operations as incurred and recorded in sales and marketing expense in the consolidated statements of operations.

1 unchanged sentence

Stock-Based Compensation

Compensation expense related to stock awards issued to employees and directors, including stock options and restricted stock units (“RSUs”), which include performance share units (“PSUs”), is measured at the fair value on the date of the grant and recognized over the requisite service period.

The fair value of stock options and purchase rights issued to employees under the 2022 Employee Stock Purchase Plan (“2022 ESPP”) is estimated on the date of the grant using the Black-Scholes option-pricing model.

The fair value of RSUs is estimated on the date of the grant based on the fair value of the Company’s underlying ordinary shares.

Compensation expense for stock options and RSUs is recognized on a straight-line basis over the requisite service period, and over the six-month offering period for ordinary shares purchased under the 2022 ESPP.

Compensation expense relating to PSUs is recognized using the accelerated attribution method over the requisite service period when it is probable that the performance condition will be satisfied.

Compensation expense related to stock options and restricted stock units (“RSUs”), including those with performance or market conditions, issued to employees and directors is measured at the fair value on the date of the grant and recognized over the requisite service period.

The fair value of stock options and purchase rights issued to employees under the 2022 Employee Stock Purchase Plan (the “ESPP”) is estimated on the date of the grant using the Black-Scholes option-pricing model.

The fair value of RSUs with service or performance conditions is estimated on the date of the grant based on the fair value of the Company’s underlying ordinary shares.

The fair value of RSUs with market conditions is estimated using a Monte Carlo simulation.

Compensation expense for stock options and RSUs with only a service condition is recognized on a straight-line basis over the requisite service period, and over the six-month offering period for ordinary shares purchased under the ESPP.

Compensation expense relating to RSUs with a performance condition is recognized using the accelerated attribution method over the requisite service period when it is probable that the performance condition will be satisfied.

Compensation expense for RSUs with a market condition is recognized using the accelerated attribution method over the requisite service period of each tranche, regardless of whether the market condition is ultimately satisfied.

The Company recognizes forfeitures as they occur.

2 unchanged sentences

To the extent that the debt is outstanding, these amounts are reflected in the consolidated balance sheets as direct deductions from the carrying amount of the outstanding borrowings.

Net (Loss) Earnings Per Share Attributable to Ordinary Shareholders

The Company calculates basic net (loss) earnings per share by dividing the net (loss) income by the weighted-average number of ordinary shares outstanding during the period, less shares subject to repurchase.

Diluted net (loss) earnings per share is computed by giving effect to all potentially dilutive ordinary share equivalents outstanding for the period, including stock options, RSUs, and ESPP shares.

Net Earnings (Loss) Per Share Attributable to Ordinary Shareholders

The Company calculates basic net earnings (loss) per share by dividing the net income (loss) by the weighted-average number of ordinary shares outstanding during the period, less shares subject to repurchase.

Diluted net earnings (loss) per share is computed by giving effect to all potentially dilutive ordinary share equivalents outstanding for the period, including stock options, RSUs, and ESPP shares.

Treasury Shares

Ordinary shares of the Company that are repurchased are recorded as treasury shares at cost and are included as a component of shareholders’ equity.

As of April 30, 2025 and 2024, the Company had 35,937 treasury shares that were repurchased at an average price of $ 10.30 per share.

Treasury shares are accounted for using the cost method and recorded as a reduction to stockholders’ equity on the consolidated balance sheets.

Incremental direct costs to purchase treasury shares are included in the cost of the shares acquired.

The cost of treasury shares that are either sold or reissued is determined based on the weighted-average basis, computed in the aggregate across all shares held in treasury, regardless of the repurchase program or transaction under which they were originally acquired.

When treasury shares are reissued at a price higher than their cost, the increase is recorded in additional paid-in capital on the consolidated balance sheets.

When treasury shares are reissued at a price lower than their cost, the decrease is recorded in additional paid-in capital to the extent that there are previously recorded increases to offset the decrease.

Any decreases in excess of that amount are recorded in accumulated deficit on the consolidated balance sheets.

The Company’s Chief Executive Officer is its chief operating decision maker (“CODM”).

1 unchanged sentence

The Company operates in one operating segment and, therefore, one reportable segment.

The CODM uses consolidated net (loss) income to measure segment profit or loss to evaluate the Company's overall performance and identify any underlying trends in the business to facilitate the allocation of resources to support strategic priorities and capital allocation needs (including personnel-related and other financial or capital resources).

The CODM uses consolidated net income (loss) to measure segment profit or loss to evaluate the Company's overall performance and identify any underlying trends in the business to facilitate the allocation of resources to support strategic priorities and capital allocation needs (including personnel-related and other financial or capital resources).

Significant segment expenses that are reviewed and utilized by the CODM at the consolidated level to manage the Company’s operations include cost of revenue, research and development, sales and marketing, and general and administrative expenses, which are presented in the Company’s consolidated statements of operations.

Other segment items that impact net loss (income) include interest expense, other income, net, and the provision for (benefit from) income taxes, which are presented in the Company’s consolidated statements of operations.

The Company presents financial information about its operating segment and geographical areas in Note 15.

Other segment items that impact net income (loss) include interest expense, other income, net, and the (benefit from) provision for income taxes, which are presented in the Company’s consolidated statements of operations.

The Company presents financial information about its reportable segment and geographical areas in Note 15.

The Company is subject to income taxes in the Netherlands and numerous foreign jurisdictions.

These foreign jurisdictions may have different statutory rates than the Netherlands.

The Company records a provision for (benefit from) income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method.

The Company records a (benefit from) provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method.

Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and the tax basis of assets and liabilities, as well as for operating losses and tax credit carryforwards.

3 unchanged sentences

ASC 740, Income Taxes, provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits.

The Company has assessed its income tax positions and recorded tax benefits for all years subject to examination, based on the Company’s evaluation of the facts, circumstances and information available at each period end.

For those tax positions where the Company has determined there is a greater than 50 % likelihood that a tax benefit will be sustained, the Company has recorded the largest amount of tax benefit that may potentially be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information.

For those income tax positions where it is determined there is less than a 50% likelihood that a tax benefit will be sustained, no tax benefit has been recognized.

Although the Company believes that it has adequately reserved for its uncertain tax positions, the Company can provide no assurance that the final tax outcome of these matters will not be materially different.

As the Company expands internationally, it will face increased complexity and the Company’s unrecognized tax benefits may increase in the future.

The Company assesses its income tax positions and recorded tax benefits for all years subject to examination, based on the Company’s evaluation of the facts, circumstances, and information available at each period end.

For those tax positions where the Company determines there is a likelihood of greater than 50 % that a tax benefit will be sustained, the Company records the largest amount of tax benefit that may potentially be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information.

For those income tax positions where it is determined there is a likelihood of less than 50% that a tax benefit will be sustained, no tax benefit is recognized.

The Company makes adjustments to its reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate.

To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for (benefit from) income taxes in the period in which such determination is made.

To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the (benefit from) provision for income taxes in the period in which such determination is made.

Recently Adopted Accounting Pronouncements

Segment Reporting:

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2023-07, S egment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which provides updates to qualitative and quantitative reportable segment disclosure requirements, including enhanced disclosures about significant segment expenses and increased interim disclosure requirements, among others.

Income Taxes:

In December 2023, the Financial Accounting Standards Board (the “FASB”) issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires enhancements and further transparency for certain income tax disclosures.

The new guidance mandates consistent categories and greater disaggregation of information in the tax rate reconciliation, as well as disaggregation of income taxes paid by jurisdiction.

The Company adopted ASU No.

2023-07 during the fiscal year ended April 30, 2025 on a retrospective basis.

2023-09 during the fourth quarter of fiscal 2026 on a prospective basis.

The Company’s adoption of this ASU did not have a material impact on its consolidated financial statements.

See Note 13 for additional details.

New Accounting Pronouncements Not Yet Adopted

Income Taxes:

Financial Instruments:

In July 2025, the FASB issued ASU No.

2025-05, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606, including those assets acquired in a business combination.

The practical expedient permits an entity to assume that current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable and current contract assets.

The guidance becomes effective for the Company for fiscal years beginning after April 30, 2026, and interim periods within those fiscal years.

Early adoption is permitted.

An entity that elects the practical expedient should apply the guidance prospectively.

The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.

Codification Improvements:

In December 2025, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, requiring enhancements and further transparency to certain income tax disclosures.

The new guidance requires consistent categories and greater disaggregation of information in the tax rate reconciliation and information about income taxes paid disaggregated by jurisdiction.

The guidance becomes effective for the Company for fiscal years beginning after April 30, 2025.

2025-12, Codification Improvements, as part of an ongoing project to make non-substantive technical corrections, clarifications, and improvements that are not expected to have a significant effect on accounting practices or create a significant administrative cost to most entities.

The amendments are varied in nature and may affect the application of guidance for cases in which the original guidance may have been unclear.

The guidance becomes effective for the Company for fiscal years beginning after April 30, 2027, and interim periods within those fiscal years.

Early adoption is permitted.

Upon adoption, the guidance may be applied prospectively or retrospectively.

Upon adoption, the guidance may be applied prospectively or retrospectively on an issue-by-issue basis.

The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.

7 unchanged sentences

The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.

Internal-Use Software:

In September 2025, the FASB issued ASU No.

2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software, to modernize the accounting for software costs that are accounted for under Subtopic 350-40.

The new guidance removes all references to software development stages and allows software development costs to be capitalized once management commits to funding the project and it is probable that the project will be completed and used as intended.

The new guidance also introduces the concept of “significant development uncertainty” which, if present, precludes capitalization.

The guidance becomes effective for the Company for fiscal years beginning after April 30, 2028, and interim periods within those fiscal years.

Early adoption is permitted.

Upon adoption, the guidance may be applied prospectively, retrospectively, or using a modified prospective transition method.

The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.

Interim Reporting:

In December 2025, the FASB issued ASU No.

2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements, to enhance the existing interim reporting guidance without changing the fundamental nature or volume of required interim disclosures.

The new guidance improves the organization and accessibility of required interim disclosure requirements, clarifies when that guidance is applicable, and introduces a new principle requiring disclosure of events occurring after the end of the most recent annual reporting period that have a material impact on the entity.

The guidance becomes effective for the Company for interim periods within fiscal years beginning after April 30, 2028.

Early adoption is permitted.

Upon adoption, the guidance may be applied prospectively or retrospectively.

The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.

Disaggregation of Revenue

4 unchanged sentences

Revenue Amount % of

Elastic Cloud $ 687,619 46 % $ 547,520 43 % $ 424,053 40 %

Annual Elastic Cloud $ 640,937 37 % $ 502,320 34 % $ 364,062 29 %

Monthly Elastic Cloud 196,334 11 % 185,299 12 % 183,458 14 %

Total Elastic Cloud 837,271 48 % 687,619 46 % 547,520 43 %

Other subscription 797,184 46 % 696,901 47 % 629,086 50 %

3 unchanged sentences

Concentration of Credit Risk

One customer, a channel partner, accounted for 11 % of total revenue during the years ended April 30, 2026 and 2024, and 12 % of total revenue during the year ended April 30, 2025.

The same customer accounted for 11% of net accounts receivable as of April 30, 2026.

No customer accounted for 10% or more of net accounts receivable as of April 30, 2025.

One customer, a channel partner, accounted for 13 % of net accounts receivable as of April 30, 2024.

The same customer accounted for 12 % and 11 % of total revenue during the years ended April 30, 2025 and 2024, respectively.

No customer accounted for 10% or more of the Company’s total revenue for the year ended April 30, 2023.

Deferred Revenue

2 unchanged sentences

Unbilled accounts receivable is recorded as part of accounts receivable, net in the Company’s consolidated balance sheets.

As of April 30, 2025 and April 30, 2024, unbilled accounts receivable was $ 2.5 million.

As of April 30, 2026 and 2025, unbilled accounts receivable was $ 3.1 million and $ 2.5 million, respectively.

Remaining Performance Obligations

12 unchanged sentences

Money market funds $ 505,672 $ — $ — $ 505,672

treasury securities 90,642 — — 90,642

agency securities — 20,001 — 20,001

Commercial paper — 9,462 — 9,462

Certificates of deposit

— 6,020 — 6,020

Corporate debt securities

— 3,002 — 3,002

Municipal securities — 2,011 — 2,011

Total included in cash equivalents

6 unchanged sentences

Municipal securities — 41,679 — 41,679

Commercial paper — 17,739 — 17,739

agency securities

— 22,699 — 22,699

Commercial paper — 6,706 — 6,706

Total marketable securities 108,761 492,776 — 601,537

3 unchanged sentences

(1) Mutual fund investments are held in an irrevocable rabbi trust for payment obligations to non-qualified deferred compensation plan participants.

The investments are recorded as part of other assets in the Company’s consolidated balance sheets.

The investments are recorded as part of other assets, non-current on the Company’s consolidated balance sheets.

The following table summarizes assets that are measured at fair value on a recurring basis as of April 30, 2025 (in thousands):

5 unchanged sentences

90,642 — — 90,642

agency securities — 20,001 — 20,001

Commercial paper — 9,462 — 9,462

Certificates of deposit — 6,020 — 6,020

Corporate debt securities

— 3,128 — 3,128

Total included in cash equivalents

3 unchanged sentences

Corporate debt securities — 390,077 — 390,077

Commercial paper — 43,051 — 43,051

Certificates of deposit — 63,377 — 63,377

agency securities

International treasuries

— 40,135 — 40,135

1 unchanged sentence

— 34,966 — 34,966

International treasuries

— 12,642 — 12,642

Commercial paper — 17,739 — 17,739

agency securities — 9,983 — 9,983

Total marketable securities 113,440 556,277 — 669,717

Mutual fund investments (1)

2,646 — — 2,646

Total financial assets $ 404,438 $ 594,888 $ — $ 999,326

(1) Mutual fund investments are held in an irrevocable rabbi trust for payment obligations to non-qualified deferred compensation plan participants.

The investments are recorded as part of other assets in the Company’s consolidated balance sheets.

The investments are recorded as part of other assets, non-current on the Company’s consolidated balance sheets.

Interest income from the Company’s cash, cash equivalents, and marketable securities was $ 51.8 million, $ 48.3 million, and $ 28.1 million for the years ended April 30, 2026, 2025, and 2024, respectively, and is included in other income, net in the consolidated statements of operations.

As of April 30, 2025 and April 30, 2024, gross unrealized gains and losses on the marketable securities were insignificant.

As of April 30, 2026 and 2025, gross unrealized gains and losses on the marketable securities were not significant.

The fluctuations in market interest rates impacted the unrealized losses or gains on these securities.

6 unchanged sentences

Financial Liabilities

In July 2021, the Company issued $ 575.0 million aggregate principal amount of 4.125 % Senior Notes due July 15, 2029 (the “Senior Notes”) in a private placement.

In July 2021, the Company issued $ 575.0 million aggregate principal amount of 4.125 % Senior Notes due July 15, 2029 in a private placement.

Based on the trading prices of the Senior Notes, the fair value of the Senior Notes as of April 30, 2026 was approximately $ 545.9 million.

1 unchanged sentence

accordingly, the Senior Notes are categorized as Level 2 for purposes of the fair value measurement hierarchy.

On November 30, 2023, the Company acquired 100 % of the share capital of Opster Ltd.

(“Opster”) for a total purchase consideration of $ 23.0 million.

Conic AI Technology Limited

On October 7, 2025, the Company acquired 100 % of the share capital of Conic AI Technology Limited and its subsidiaries (collectively, “Jina AI”) for a total purchase consideration of $ 43.4 million.

The purchase consideration includes $ 6.9 million held back by the Company for indemnity obligations, which will be released upon the 24-month anniversary of the acquisition.

3 unchanged sentences

The developed technology asset is being amortized on a straight-line basis over the useful life of 2 years, which approximates the pattern in which the developed technology is utilized.

Goodwill resulted primarily from the expectation of enhancing the efficiency and management of Elastic’s Search AI Platform and is not deductible for income tax purposes.

The financial results of Opster have been included in the Company’s consolidated results of operations since the acquisition date.

Pro forma and historical results of operations for this acquisition have not been presented as they were not material to the consolidated results of operations.

Goodwill resulted primarily from the expectation of enhancing the Elastic Search AI-powered solutions and the value of the acquired workforce.

The resulting goodwill is not deductible for income tax purposes.

The financial results of Jina AI have been included in the Company’s consolidated results of operations since the acquisition date.

Pro forma and historical results of operations for this acquisition have not been presented as they were not material to the Company’s consolidated results of operations.

Paladin Data Inc.

On May 21, 2025, Elasticsearch, Inc., a wholly-owned subsidiary of the Company, acquired 100 % of the share capital of Paladin Data Inc., including its wholly-owned subsidiary, Keep Alerting Ltd.

(collectively, “Keep”), for a total purchase consideration of $ 10.9 million.

The purchase consideration includes $ 1.4 million held back by the Company for indemnity obligations, which will be released upon the 18-month anniversary of the acquisition.

The acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations, and, accordingly, the total purchase consideration was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date.

The total purchase price allocated to developed technology and goodwill was $ 4.0 million and $ 6.7 million, respectively.

The fair value assigned to developed technology was determined using the cost to recreate approach.

The developed technology asset is being amortized on a straight-line basis over the useful life of 5 years, which approximates the pattern in which the developed technology is utilized.

Goodwill resulted primarily from the expectation of enhancing the Elastic Search AI-powered solutions and the value of the acquired workforce.

The resulting goodwill is not deductible for income tax purposes.

The financial results of Keep have been included in the Company’s consolidated results of operations since the acquisition date.

Pro forma and historical results of operations for this acquisition have not been presented as they were not material to the Company’s consolidated results of operations.

Balance Sheet Components

11 unchanged sentences

Depreciation expense related to property and equipment was $ 3.0 million, $ 3.1 million, and $ 3.5 million for the years ended April 30, 2026, 2025, and 2024, respectively.

During the year ended April 30, 2023, the Company recorded asset impairment charges related to the exit from leased office space, which included $ 1.1 million of furniture, equipment, and leasehold improvements.

Intangible Assets, Net

20 unchanged sentences

Balance as of April 30, 2024 $ 319,380

Addition from acquisition

Foreign currency translation adjustment 37

Balance as of April 30, 2025 319,417

Additions from acquisitions

Foreign currency translation adjustment 109

28 unchanged sentences

Interest on the Senior Notes is payable semi-annually in arrears on January 15 and July 15 of each year.

Total debt issuance costs of $ 9.3 million are being amortized to interest expense using the effective interest method over the term of the Senior Notes.

The Company may at its election redeem all or a part of the Senior Notes, on any one or more occasions, at the redemption prices set forth in the indenture governing the Senior Notes (the “Indenture”), plus, in each case, accrued and unpaid interest thereon, if any, to, but excluding, the applicable redemption date.

26 unchanged sentences

Other Purchase Commitments

The Company has future purchase obligations related to general corporate services, subscription software, and sales and marketing contracts.

The Company has future purchase obligations primarily related to general corporate services, subscription software, and sales and marketing contracts.

As of April 30, 2026, the Company had purchase commitments of $ 96.0 million related to these contracts, primarily due within the next twelve months.

9 unchanged sentences

The complaint states that plaintiffs seek damages and attorneys’ fees and costs.

The Company intends to defend this case vigorously.

At this early state of the proceedings, the Company can neither predict the ultimate outcome of the litigation nor estimate any range of possible losses.

In May 2025, the Court appointed Lucid Alternative Fund, LP and Jeff Milan as co-lead plaintiffs in this matter.

On August 1, 2025, the plaintiffs filed an amended complaint, citing the same core theories and claims but extending the class period to cover the period June 2, 2023 to August 29, 2024.

On October 1, 2025, the Company filed a motion to dismiss the complaint.

The plaintiffs filed an opposition to the motion on November 17, 2025, and the Company filed a reply on December 17, 2025.

The motion to dismiss is pending before the Court.

At this stage of the proceedings, the Company can neither predict the ultimate outcome of the litigation nor estimate any range of possible losses.

The Company accrues estimates for resolution of legal and other contingencies when losses are probable and reasonably estimable.

6 unchanged sentences

The Company maintains commercial general liability insurance and product liability insurance to offset certain of the Company’s potential liabilities under these indemnification provisions.

In addition, the Company indemnifies its officers, directors and certain key employees against certain liabilities that may arise as a result of their affiliation with the Company.

In addition, the Company indemnifies its officers, directors and certain key employees against certain liabilities that may arise as a result of their service on behalf of the Company.

To date, there have been no claims under any indemnification provisions.

Gain Contingencies

From time to time the Company may realize a gain contingency, although recognition will not occur until cash is received or the gain is deemed as realizable.

In connection with a favorable settlement of a legal claim, the Company recognized a gain of $ 0.4 million and $ 10.4 million included in other income, net in the accompanying consolidated statements of operations for the years ended April 30, 2024 and 2023, respectively.

The Company’s leases provide for rental of corporate office space under non-cancelable operating lease agreements that expire at various dates through fiscal 2036.

12 unchanged sentences

Future minimum lease payments under non-cancelable operating leases on an undiscounted cash flow basis as of April 30, 2026 were as follows (in thousands, by fiscal year):

2026 $ 10,151

Thereafter 5,768

4 unchanged sentences

Operating lease liabilities, non-current $ 14,129

Future minimum lease payments as of April 30, 2025 include future cash payments on leases with corresponding right-of-use assets which were written down for impairment due to facilities-related cost optimization actions during the year ended April 30, 2023.

During the year ended April 30, 2023, the Company recorded an impairment charge of $ 5.1 million related to the exit from leased office space.

During the year ended April 30, 2026, the Company executed an operating lease agreement for an office space with an expected commencement date in the first quarter of fiscal 2027 and a lease term of approximately 8.5 years.

The undiscounted future minimum lease payments as of April 30, 2026 are approximately $ 7.9 million.

Ordinary Shares

4 unchanged sentences

The board of directors has been authorized by the general meeting of shareholders, on the Company’s behalf, to issue the Company’s ordinary shares and grant rights to acquire the Company’s ordinary shares in an amount up to 20 % of the issued share capital of the Company as of August 21, 2025.

This authorization is valid for a period of 18 months from October 1, 2024, the date of such general meeting of shareholders, until April 1, 2026.

Ordinary Shares Reserved for Issuance

The Company has reserved ordinary shares for issuance as follows:

As of April 30,

Stock options issued and outstanding 1,775,723 2,640,423

Restricted stock units issued and outstanding

6,523,077 7,076,836

Available for future grants

23,291,765 20,252,732

Available for 2022 ESPP

5,290,599 5,654,835

Total ordinary shares reserved

36,881,164 35,624,826

This authorization is valid for a period of 18 months from September 30, 2025, the date of such general meeting of shareholders, until March 30, 2027.

Preference Shares

3 unchanged sentences

Preference shares in the capital of the Company may currently only be issued pursuant to a resolution adopted by the general meeting of shareholders at the proposal of the board of directors.

Share Repurchase Program

In October 2025, the Company’s board of directors authorized a program to repurchase up to $ 500.0 million of the Company’s ordinary shares (the “Share Repurchase Program”).

Repurchases under the Share Repurchase Program may be effected through open market purchases, block trades, accelerated or other structured share repurchase programs, or otherwise in accordance with applicable federal securities laws, including trading arrangements conducted in accordance with Rule 10b5-1 under the Exchange Act.

The timing and actual number of shares repurchased will depend on a variety of factors, including price, general business and market conditions, the Company’s liquidity, and other factors.

The current authorization may be modified, suspended, or terminated at any time and does not have a specified expiration date.

The following table summarizes the share repurchase activity under the Company’s Share Repurchase Program (in thousands, except share and per share data):

Year Ended April 30, 2026

Number of shares repurchased

Weighted-average price per share (1)

Aggregate purchase price (1)

(1) Excludes transaction costs associated with the repurchases.

All repurchases were made in open market transactions.

As of April 30, 2026, $ 160.0 million remained available for future share repurchases under the Share Repurchase Program.

Equity Incentive Plans

2022 Employee Stock Purchase Plan

In August 2022, the Company’s board of directors adopted and, in October 2022, the Company’s shareholders approved the 2022 ESPP.

The Company reserved 6.0 million of the Company’s ordinary shares for future purchase and issuance under the 2022 ESPP in January 2023.

The Company reserved 6.0 million of its ordinary shares for purchase and issuance under the ESPP.

The ESPP allows eligible employees to acquire ordinary shares of the Company at a discount at periodic intervals through accumulated payroll deductions.

2 unchanged sentences

The Company issued 462,103 and 364,236 ordinary shares under the ESPP during the years ended April 30, 2026 and 2025, respectively.

As of April 30, 2026, there were 4,828,496 shares available for issuance under the ESPP.

Stock-based compensation expense recognized related to the ESPP was $ 9.0 million, $ 9.2 million, and $ 7.1 million for the years ended April 30, 2026, 2025, and 2024, respectively.

8 unchanged sentences

2012 Stock Option Plan

In September 2012, the Company’s board of directors adopted and the Company’s shareholders approved the 2012 Stock Option Plan, which was amended and restated in September 2018 and further amended in December 2021 (as amended and restated, the “2012 Plan”).

Under the 2012 Plan, the board of directors, the compensation committee, as administrator of the 2012 Plan, and any other duly authorized committee may grant stock options and other equity-based awards, such as RSUs (which include PSUs) to eligible employees, directors, and consultants to attract and retain talented personnel for positions of substantial responsibility, to provide additional incentive to employees, directors, and consultants, and to promote the success of the Company’s business.

Under the Company’s 2012 Stock Option Plan (as amended and restated, the “2012 Plan”), the board of directors, the compensation committee, as administrator of the 2012 Plan, and any other duly authorized committee may grant stock options and other equity-based awards, such as RSUs (including those with performance or market conditions) to eligible employees, directors, and consultants to attract and retain talented personnel for positions of substantial responsibility, to provide additional incentive to employees, directors, and consultants, and to promote the success of the Company’s business.

The Company’s board of directors, compensation committee, or other duly authorized committee determines the vesting schedule for all equity-based awards.

2 unchanged sentences

Stock options expire ten years after the date of grant.

Stock options and RSUs that are canceled under certain conditions become available for future grant or sale under the 2012 Plan unless the 2012 Plan is terminated.

The equity awards available for grant were as follows:

Year Ended April 30,

Available at beginning of fiscal year 20,252,732 17,564,133

Shares authorized

5,085,297 4,868,347

Options canceled

72,819 104,137

( 3,177,238 ) ( 3,399,494 )

RSUs canceled

1,058,155 1,115,609

Available at end of period 23,291,765 20,252,732

Shares subject to stock options and RSUs that are canceled under certain conditions become available for future grant of awards under the 2012 Plan unless the 2012 Plan is terminated.

As of April 30, 2026, there were 28,438,422 shares available for grant under the 2012 Plan.

Stock Incentive Plans Assumed in Acquisitions

11 unchanged sentences

Balance as of April 30, 2026 1,547,110 $ 46.25 3.10 $ 30,020

Stock options exercised ( 791,874 ) $ 22.54

Stock options canceled ( 72,819 ) $ 113.23

Stock options assumed in acquisition canceled ( 7 ) $ 76.82

Balance as of April 30, 2025 1,775,723 $ 42.16 3.88 $ 88,617

Exercisable as of April 30, 2026 1,539,658 $ 46.07 3.09 $ 30,020

Aggregate intrinsic value represents the difference between the exercise price of the stock options to purchase the Company’s ordinary shares and the fair value of the Company’s ordinary shares.

The intrinsic value of options exercised for the years ended April 30, 2026, 2025, and 2024 was $ 12.1 million, $ 65.6 million, and $ 95.0 million, respectively.

No stock options were granted during the years ended April 30, 2026, 2025, and 2024.

3 unchanged sentences

Outstanding and unvested at April 30, 2025 6,523,077 $ 93.95

RSUs granted 3,399,494 $ 102.23

RSUs released ( 2,701,448 ) $ 80.51

RSUs canceled ( 1,115,609 ) $ 75.60

Outstanding and unvested at April 30, 2024 7,076,836 $ 85.38

5,508,638 $ 76.67

3 unchanged sentences

Outstanding and unvested at April 30, 2026 8,162,578 $ 84.58

The total fair value of RSUs vested during the years ended April 30, 2026, 2025, and 2024 was $ 219.8 million, $ 261.0 million, and $ 248.9 million, respectively.

As of April 30, 2026, the Company had unrecognized stock-based compensation expense of $ 623.9 million related to RSUs that the Company expects to recognize over a weighted-average period of 2.70 years.

Determination of Fair Value

The determination of the fair value of stock-based options on the date of grant using an option pricing model is affected by the fair value of the Company’s ordinary shares, as well as assumptions regarding a number of complex and subjective variables.

The Company uses the Black-Scholes option pricing model to calculate the fair value of stock options, which requires the use of assumptions including actual and projected employee stock option exercise behaviors, expected price volatility of the Company’s ordinary shares, the risk-free interest rate, and expected dividends.

Fair Value of Ordinary Shares:

The fair value of the underlying ordinary shares is determined by the closing price of the Company’s ordinary shares, which are traded publicly on the New York Stock Exchange, on the date of the grant.

Expected Term:

The expected term represents the period that options are expected to be outstanding.

For option grants that are considered to be “plain vanilla,” the Company determines the expected term using the simplified method.

The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options.

Expected Volatility:

Due to the fact that the Company has limited trading history of its ordinary shares, the expected volatility is derived from the average historical stock volatilities of several unrelated public companies within the Company’s industry that the Company considers to be comparable to its own business over a period equivalent to the option’s expected term.

Risk-Free Interest Rate:

The risk-free interest rate is based on the U.S.

Treasury yield curve in effect at the time of grant for zero-coupon U.S.

Treasury notes with maturities approximately equal to the option’s expected term.

Dividend Rate:

The expected dividend is assumed to be zero as the Company has never paid dividends and has no current plans to do so.

The Company’s expected volatility and expected term involve management’s best estimates, both of which impact the fair value of the option calculated under the Black-Scholes option pricing model and, ultimately, the expense that will be recognized over the life of the option.

The fair value of stock options granted and assumed was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:

Year Ended April 30,

2025 2024 2023

Expected term (in years) N/A

Expected stock price volatility N/A

60.7 % - 62.0 %

Risk-free interest rate N/A

3.1 % - 3.4 %

Dividend yield N/A

Stock-Based Compensation Expense

9 unchanged sentences

Total stock-based compensation expense $ 298,435 $ 257,782 $ 239,137

Net (Loss) Earnings Per Share Attributable to Ordinary Shareholders

The following table sets forth the computation of basic and diluted net (loss) earnings per share attributable to ordinary shareholders (in thousands, except share and per share data):

Net Earnings (Loss) Per Share Attributable to Ordinary Shareholders

The following table sets forth the computation of basic and diluted net earnings (loss) per share attributable to ordinary shareholders (in thousands, except share and per share data):

Year Ended April 30,

2026 2025 2024

Net (loss) income $ ( 108,114 ) $ 61,720 $ ( 236,161 )

Weighted-average shares used to compute net (loss) earnings per share attributable to ordinary shareholders

Net income (loss) $ 367,766 $ ( 108,114 ) $ 61,720

Weighted-average shares used to compute net earnings (loss) per share attributable to ordinary shareholders

Basic 105,335,440 103,661,704 99,646,231

Diluted 107,220,768 103,661,704 103,980,132

Net (loss) earnings per share attributable to ordinary shareholders

Net earnings (loss) per share attributable to ordinary shareholders

Basic $ 3.49 $ ( 1.04 ) $ 0.62

Diluted $ 3.43 $ ( 1.04 ) $ 0.59

The following outstanding potentially dilutive ordinary shares were excluded from the computation of diluted net (loss) earnings per share attributable to ordinary shareholders for the periods presented because the impact of including them would have been antidilutive:

The following outstanding potentially dilutive ordinary shares were excluded from the computation of diluted net earnings (loss) per share attributable to ordinary shareholders for the periods presented because the impact of including them would have been antidilutive:

Year Ended April 30,

2 unchanged sentences

RSUs 3,798,106 6,523,077 1,496,213

147,488 4,010 197,077

ESPP 6,405 147,488 4,010

Total 4,340,879 8,446,288 2,134,742

The Company is incorporated in the Netherlands but operates in various countries with differing tax laws and rates.

The geographical breakdown of loss before provision for (benefit from) income taxes is summarized as follows (in thousands):

The geographical breakdown of loss before income taxes is summarized as follows (in thousands):

Year Ended April 30,

3 unchanged sentences

Loss before income taxes $ ( 2,301 ) $ ( 31,569 ) $ ( 122,756 )

The components of the provision for (benefit from) income taxes were as follows (in thousands):

The components of the (benefit from) provision for income taxes were as follows (in thousands):

Year Ended April 30,

5 unchanged sentences

Foreign 35,844 54,742 ( 213,374 )

Total deferred tax expense (income) 55,190 ( 213,331 ) ( 668 )

Total provision for (benefit from) income taxes

$ 76,545 $ ( 184,476 ) $ 19,284

The Company’s effective tax rate substantially differed from the Dutch statutory tax rate of 25.8% primarily due to the valuation allowance for the Netherlands and waiver of certain deductions subject to the BEAT.

A reconciliation of income taxes at the statutory income tax rate to the provision for (benefit from) income taxes included in the consolidated statements of operations is as follows (in thousands, except for rates):

Total deferred tax (income) expense ( 395,871 ) 55,190 ( 213,331 )

Total (benefit from) provision for income taxes $ ( 370,067 ) $ 76,545 $ ( 184,476 )

The Company’s effective tax rate substantially differed from the Dutch statutory tax rate of 25.8 % primarily due to recurring items, such as tax rates in jurisdictions both within and outside the Netherlands and the relative amounts of income that is earned in those jurisdictions, non-deductible stock-based compensation, BEAT legislation in the United States, and other one-time tax benefits including the release of valuation allowances against deferred tax assets in the Netherlands, the United Kingdom, and California.

Upon the adoption of ASU 2023-09, as described in Note 2, the reconciliation of taxes at the federal statutory rate to the Company’s benefit from income taxes for the fiscal year ended April 30, 2026 is as follows (in thousands, except for rates):

Year Ended April 30, 2026

2025 2024 2023

Netherlands federal statutory tax rate $ ( 594 ) 25.8 %

Foreign tax effects

Foreign withholding taxes 1,756 ( 76.3 ) %

Other 40 ( 1.7 ) %

Stock-based compensation 1,196 ( 52.0 ) %

Research and development credit ( 1,034 ) 44.9 %

Other 69 ( 3.0 ) %

State and local income taxes, net of federal income tax effect 502 ( 21.8 ) %

Stock-based compensation 1,027 ( 44.6 ) %

Other ( 1,335 ) 58.0 %

Gain on transfer of intellectual property 1,236 ( 53.7 ) %

GAAP to stat:

Book gain on transfer of intellectual property ( 1,414 ) 61.5 %

Stock-based compensation 1,449 ( 63.0 ) %

Other ( 1,191 ) 51.8 %

Research and development credit ( 1,373 ) 59.7 %

Other ( 8 ) 0.4 %

United Kingdom

Valuation allowance ( 24,535 ) 1,066.4 %

Prior-year adjustments 4,571 ( 198.7 ) %

Stock-based compensation ( 2,994 ) 130.1 %

Other 537 ( 23.4 ) %

United States

BEAT waiver election 51,231 ( 2,226.8 ) %

Current-year deferred only 3,248 ( 141.2 ) %

Foreign-Derived Intangible Income (“FDII”) ( 2,052 ) 89.2 %

Foreign rate differential ( 2,476 ) 107.6 %

Global intangible low-taxed income 1,386 ( 60.2 ) %

Prior-year tax adjustment ( 1,022 ) 44.4 %

Research and development credit ( 4,989 ) 216.9 %

162(m) limitation 5,963 ( 259.2 ) %

Stock-based compensation 5,018 ( 218.1 ) %

Other 605 ( 26.3 ) %

Year Ended April 30, 2026

State and local income taxes, net of federal income tax effect ( 14,722 ) 639.9 %

Other foreign jurisdictions 1,054 ( 45.8 ) %

Foreign tax credit ( 2,812 ) 122.2 %

Nontaxable or nondeductible items

Branch profits adjustment ( 39 ) 1.7 %

Meals and entertainment 42 ( 1.8 ) %

Non-deductible mergers and acquisitions transaction costs 223 ( 9.7 ) %

Other ( 5 ) 0.1 %

Valuation allowance ( 390,506 ) 16,973.4 %

Prior-year adjustments ( 50 ) 2.2 %

Stock-based compensation 2,200 ( 95.6 ) %

Worldwide changes in unrecognized tax benefits ( 269 ) 11.7 %

Effective tax rate $ ( 370,067 ) 16,085.0 %

A reconciliation of income taxes at the statutory income tax rate to the provision for (benefit from) income taxes included in the consolidated statements of operations for the fiscal years ended April 30, 2025 and 2024 is as follows (in thousands, except for rates):

Year Ended April 30,

Dutch statutory income tax $ ( 8,145 ) 25.8 % $ ( 31,671 ) 25.8 %

7 unchanged sentences

45,321 ( 143.6 ) % 40,141 ( 32.7 ) %

Foreign-Derived Intangible Income (“FDII”) exclusion

( 2,241 ) 7.1 % ( 2,328 ) 1.9 % — — %

FDII exclusion ( 2,241 ) 7.1 % ( 2,328 ) 1.9 %

Executive compensation

13 unchanged sentences

$ 76,545 ( 242.5 ) % $ ( 184,476 ) 150.3 %

Income Tax Payments

Cash paid for income taxes, net of refunds received, by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the year ended April 30, 2026 was as follows (in thousands):

Year Ended April 30, 2026

Netherlands $ 3,175

Germany - federal 2,237

Germany - local 1,442

United States - federal 3,572

United States - states 4,135

Cash paid for income taxes, net of refunds received $ 28,011

Deferred Income Taxes

8 unchanged sentences

Accrued compensation $ 8,476 $ 5,837

Net operating loss carryforwards

537,912 547,590

NOL carryforwards 502,126 537,912

Intangible assets

11 unchanged sentences

Right of use assets ( 3,108 ) ( 4,133 )

Other ( 89 ) —

Gross deferred tax liabilities ( 54,771 ) ( 42,762 )

2 unchanged sentences

The valuation allowance for deferred tax assets as of April 30, 2026 and 2025 was $ 4.2 million and $ 437.5 million, respectively.

As the Company has generated losses since inception in the Netherlands and is anticipated to have cumulative losses for the foreseeable future, management maintains a full valuation allowance against the net deferred tax assets in this jurisdiction.

In addition, the United Kingdom jurisdiction is also anticipated to have cumulative losses for the foreseeable future and, as such, a valuation allowance has been established for this jurisdiction.

The valuation allowance for the Netherlands deferred tax assets as of April 30, 2025 and 2024 was $ 390.5 million and $ 344.5 million, respectively, and the valuation allowance for the United Kingdom deferred tax assets as of April 30, 2025 and 2024 was $ 24.3 million and $ 19.4 million, respectively.

In addition, the Company carries a valuation allowance against certain United States state deferred tax assets, which was $ 22.7 million and $ 23.0 million as of April 30, 2025 and 2024, respectively.

To the extent sufficient positive evidence becomes available, the Company may release all or a portion of the Netherlands valuation allowance in one or more future periods.

A release of the valuation allowance, if any, would result in the recognition of certain deferred tax assets and a material income tax benefit for the period in which such release is recorded.

As of April 30, 2025, the Company had net operating loss carryforwards for Netherlands, United States (federal and state, respectively), and United Kingdom income tax purposes of $ 1.407 billion, $ 546.3 million, $ 551.2 million, and $ 97.9 million, respectively, with losses being carried forward indefinitely and beginning to expire in the year ending April 30, 2026 for the United States (federal and state, respectively), with Netherlands and United Kingdom losses being carried forward indefinitely.

The Company also has research and development tax credit carryforwards for United States (federal and state, respectively), Canada, and Spain for income tax purposes of $ 34.6 million, $ 9.3 million, $ 1.1 million, and $ 1.4 million, respectively, which begin to expire on April 30, 2039, April 30, 2026, April 30, 2042, and April 30, 2041, respectively.

The Company also has research and development tax credit carryforwards for Australia income tax purposes of $ 0.6 million being carried forward indefinitely.

The deferred tax assets associated with the net operating loss carryforwards and other tax attributes in the Netherlands and the United Kingdom are subject to a full valuation allowance.

As of April 30, 2025, the valuation allowance for the Netherlands, the United Kingdom, and California deferred tax assets was $ 390.5 million, $ 24.3 million, and $ 22.7 million, respectively.

During the year ended April 30, 2026, the Company released valuation allowances of $ 390.5 million, $ 23.7 million, and $ 20.7 million related to deferred tax assets in the Netherlands, the United Kingdom, and California, respectively.

As of April 30, 2026, the remaining valuation allowance of $ 4.2 million relates to certain U.S.

states and foreign jurisdictions.

The release of the valuation allowance in the Netherlands and California was supported by the implementation of a committed tax planning action in fiscal 2027 that is expected to generate future taxable income in each jurisdiction.

The release of the valuation allowance in the United Kingdom was attributable to achieving three years cumulative income during the three months ended April 30, 2026 as well as forecasts of future taxable income.

Based on the weight of all available positive and negative evidence, the Company determined that realization of the related deferred tax assets was more likely than not for each of these jurisdictions.

As of April 30, 2026, the Company had NOL carryforwards for Netherlands, United States (federal and state, respectively), and United Kingdom income tax purposes of $ 1.557 billion, $ 229.6 million, $ 505.4 million, and $ 68.9 million, respectively, with losses being carried forward indefinitely and beginning to expire in the year ending April 30, 2026 for the United States (federal and state, respectively), with Netherlands and United Kingdom losses being carried forward indefinitely.

The Company also has research and development tax credit carryforwards for the United States (federal and state, respectively), Canada, and Spain for income tax purposes of $ 30.0 million, $ 9.1 million, $ 0.7 million, and $ 2.3 million, respectively, which begin to expire on April 30, 2039, April 30, 2027, April 30, 2042, and April 30, 2041, respectively.

Uncertain Tax Positions

11 unchanged sentences

Balance as of beginning of year $ 29,625 $ 22,691 $ 18,157

Increase (decrease) related to tax positions taken in prior periods 1,553 1,201 ( 1,050 )

(Decrease) increase related to tax positions taken in prior periods ( 3,003 ) 1,553 1,201

Increase related to tax positions taken in the current period 4,038 5,381 3,333

Decrease related settlement with tax authorities ( 991 ) — —

Balance as of end of year $ 29,669 $ 29,625 $ 22,691

Approximately $ 1.6 million of the increase for the year ended April 30, 2025 for tax positions taken in prior periods is primarily due to the filing of tax returns during the fiscal year.

Approximately $ 5.4 million of the increase in tax positions related to the current period is primarily from research and development tax credits generated for the year ended April 30, 2025.

During the year ended April 30, 2026, the Company released approximately $ 3.0 million of prior positions upon completion of the audit and filing of tax returns in applicable jurisdictions.

The increase in tax positions related to the current period is primarily from research and development tax credits generated for the year ended April 30, 2026.

The Company’s policy is to recognize penalties and interest accrued on any unrecognized tax benefits as a component of income tax expense.

The Company recognized interest and penalties of $ 0.9 million for the year ended April 30, 2025, and $ 0.2 million for both of the years ended April 30, 2024 and 2023.

The Company recognized interest and penalties of $ 0.7 million, $ 0.9 million, and $ 0.2 million for the years ended April 30, 2026, 2025, and 2024, respectively.

The amount of accrued interest and penalties recorded on the consolidated balance sheets as of April 30, 2026 and 2025 was $ 0.7 million and $ 1.3 million, respectively.

3 unchanged sentences

The Company files tax returns in multiple jurisdictions, including the Netherlands and United States.

The Company’s tax filings for fiscal years starting with the year ended April 30, 2018 remain open in various tax jurisdictions.

The Company’s tax filings for fiscal years starting with the year ended April 30, 2019 remain open in certain tax jurisdictions.

Withholding taxes associated with the repatriation of earnings or for temporary differences related to investments in non-Dutch subsidiaries have not been provided for, as the Company intends to reinvest the earnings of such subsidiaries indefinitely.

As of April 30, 2025, there were cumulative earnings of $ 213.4 million from the non-U.S.

subsidiaries and a deficit from the U.S.

subsidiaries of $ 825.6 million.

If such earnings were to be repatriated, they would be exempt from taxation in the Netherlands and the amount of dividend withholding taxes from such foreign jurisdictions would be $ 5.7 million, due to the various income tax treaties between the Netherlands and the respective foreign jurisdictions.

In 2021, the Organization for Economic Cooperation and Development (“OECD”) published Pillar Two Model Rules defining a global minimum tax, which calls for the taxation of large corporations at a minimum rate of 15%.

As of April 30, 2026, if such earnings were to be repatriated, they would be exempt from taxation in the Netherlands and the amount of dividend withholding taxes from such foreign jurisdictions would be $ 6.5 million, due to the various income tax treaties between the Netherlands and the respective foreign jurisdictions.

In 2021, the OECD published Pillar Two Model Rules defining a global minimum tax, which calls for the taxation of large corporations at a minimum rate of 15%.

The OECD has since issued administrative guidance providing transition and safe harbor rules concerning the implementation of the Pillar Two global minimum tax.

A number of countries have proposed or enacted legislation to implement core elements of the Pillar Two proposal.

A number of countries have enacted legislation to implement core elements of the Pillar Two proposal.

Pillar Two did not have a significant impact on the Company’s consolidated financial statements for the year ended April 30, 2026.

2 unchanged sentences

The Company has a defined-contribution plan in the United States intended to qualify under Section 401 of the Internal Revenue Code (the “401(k) Plan”).

The Company has contracted with a third-party provider to act as a custodian and trustee, and to process and maintain the records of participant data.

The Company has contracted with a third-party provider to act as the 401(k) Plan’s custodian and trustee, and to process and maintain the records of participant data.

Substantially all the expenses incurred for administering the 401(k) Plan are paid by the Company.

The 401(k) Plan covers substantially all U.S.

employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis.

The Company makes contributions to the 401(k) Plan of up to 6 % of the participating employee’s W-2 earnings and wages.

employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation.

The Company makes contributions to the 401(k) Plan of up to 6 % of the participating employee’s 401(k) eligible wages.

The Company recorded $ 22.3 million, $ 19.6 million, and $ 18.4 million for the years ended April 30, 2026, 2025, and 2024, respectively, related to the 401(k) Plan.

1 unchanged sentence

Segment Information

The Company’s Chief Executive Officer is its CODM.

The Company’s CODM reviews discrete financial information at the consolidated level to make operating decisions, allocate resources, and evaluate financial performance.

The Company operates in one operating segment and, therefore, one reportable segment.

The following table summarizes the Company’s total revenue by geographic area based on the location of customers (in thousands):

9 unchanged sentences

The Netherlands

United Kingdom 2,817 3,470

Rest of world 11,142 9,585

Total long-lived assets $ 27,232 $ 28,923

Subsequent Events

On May 21, 2025, the Company acquired 100 % of the share capital of Keep Alerting Ltd., an open source AIOps company, for cash consideration of approximately $ 10.0 million.

Headquartered in Israel, Keep Alerting Ltd.

unifies alerts and automates incident remediation, helping users manage alerts to improve operational efficiency and service reliability.

The acquisition will be accounted for as a business combination and, accordingly, the purchase price will be allocated to tangible and intangible assets acquired and liabilities assumed based on their respective fair values on the acquisition date.

The Company is in the process of finalizing the purchase price allocation for the transaction.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data