Steven Schuurman sold $323m of Elastic in seven days through a Dutch holdco, after a quarter in which the filings say he sold nothing
Steven Schuurman · co-founder and Director, Elastic N.V. · record holder CMXI B.V. · sales 5 and 12 October 2026
5 October: 1,500,000 ordinary shares at $90.13 ($135.19m), holdings 6,004,600 → 4,504,600. 12 October: 2,000,000 at $94.15 ($188.30m), holdings 4,504,600 → 2,504,600. Both held of record by CMXI B.V., both brokered by Goldman Sachs, neither under a reported 10b5-1 plan. Against 104,991,280 shares outstanding, he is down to about 2.4%.
FORM 144 · ELASTIC N.V. · filed 10/02/2026 20:21 EDT · for account of CMXI B.V. (Director)
Shares to be sold 1,500,000 · Aggregate market value $140,910,000 · Broker: Goldman Sachs & Co. LLC
SECURITIES SOLD IN THE PAST 3 MONTHS: Nothing to Report
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FORM 144 · filed 10/13/2026 09:59 EDT · notice date 10/13 · approximate sale date 10/12
Remarks: intended for submission 10/12, not submitted owing to a federal holiday
Shares to be sold 2,000,000 · Aggregate market value $191,040,000
Past 3 months: CMXI B.V. · 10/02/2026 · 1,500,000 shares · gross $138,375,000
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ACQUISITION OF SECURITIES TO BE SOLD
04/28/2015 · 7,290,000 sh · sale/purchase/transfer by notarial deed from JTG Ventures B.V. · paid EUR 7,290
12/17/2020 · 5,186,000 sh · part of merger with IXII B.V. · paid EUR 0
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FORM 4 · Schuurman Steven (Dir) · 10/05/2026 · S · 1,500,000 @ $90.13 → 4,504,600 · Form: I (by CMXI)
F1: CMXI holds of record; reporting person is controlling shareholder with sole voting and dispositive power; disclaims beneficial ownership except as to pecuniary interest
A co-founder with a near-zero cost basis is diversifying a legacy stake into strength, with the stock in the mid-$90s. The holdco, the Dutch structure, the bank and the round lots are all the ordinary machinery of a long-planned wind-down. It is an overhang, not information. Nothing to read.
There is no long-planned wind-down. The filings say the decision is recent: the sales are discretionary, they follow a quarter of complete inactivity, and they arrive 7 days apart in round lots at the top of the price range. Whatever caused this — a view, a commitment, a liquidity need — was formed in roughly the last few weeks, not in 2024. The structure is old; the selling is new.
The three-month lookback field on the 2 October Form 144 reads “Nothing to Report.” This is the single fact that separates the readings, because a long-running diversification program is exactly what that field is built to show. Had he been trimming quarterly, the table would carry tranches. It is empty. Eleven days later the next 144 lists one entry: the 1.5m sale that started this.
Neither Form 4 reports a Rule 10b5-1 plan. A pre-committed program of this size — $323m from a sitting director — is almost always run under a plan, both for the affirmative defence and because that is what the structure is for. Discretionary execution means the dates were chosen with current knowledge.
What I excluded as non-discriminating: the EUR 7,290 basis for 7.29m shares and the EUR 0 merger tranche. A near-zero basis is equally compatible with selling today and with selling five years ago, so it explains the size of the gain and nothing about the timing. Same for Goldman as broker and CMXI as holder, both present for years.
A field discrepancy worth logging. The 2 October 144 gives an approximate sale date of 10/02 and the later 144’s lookback dates the executed sale 10/02, but the Form 4 reports the transaction on 10/05. Three days. Probably notice-versus-execution, but it means the 144 lookback table and the Form 4 do not agree on when the first sale happened.
Any disclosure of a 10b5-1 plan adopted before September 2026 covering CMXI B.V. — a later Form 4 checkbox with an earlier adoption date, or an Elastic proxy or 8-K naming one. That would make these tranches of an old program and the “recent decision” claim simply wrong.
Equally: if the next two or three 144s show steady equal tranches running deep into 2027, the empty lookback table was a gap in an older program rather than its absence, and consensus was right that this is mechanical.
The filings establish what and when to the day. They do not establish why, and I am not going to pretend otherwise. Three live hypotheses:
- A price view. ESTC in the low-to-mid $90s against a basis near zero. Distinguished by whether selling continues if the stock falls through the $80s — a price-driven seller stops.
- An external funding need — a foundation, fund commitment or private transaction requiring cash by a date. Distinguished by a subsequent Schedule 13D/G amendment or a foundation disclosure showing where the proceeds landed, and by the selling stopping abruptly at a round total.
- A window constraint. The two sales cluster inside what is plausibly a single open trading window between quarterly reports. Distinguished by whether the next sale waits for the next window or arrives mid-quarter. Inference — I have not verified Elastic’s blackout calendar, so this is a hypothesis about the pattern, not a reading of a document.
The lookback field is the comparison: zero sales in the three months to 1 October, then 3,500,000 shares in seven days. Of the 12,476,000 shares the 144 records him acquiring in 2015 and 2020, 2,504,600 remain.