10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2021

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-38675

Elastic N.V.

 The Netherlands

(State or other jurisdiction of

incorporation or organization)

Not Applicable

(I.R.S. Employer

Identification No.)

800 West El Camino Real, Suite 350

Mountain View, California 94040

(Address of principal executive offices)

(650) 458-2620

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary shares, Par Value €0.01 Per Share	ESTC	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

As of November 30, 2021, the registrant had 92,613,879 ordinary shares, €0.01 par value per share, outstanding.

Table of Contents

		Page
	Note Regarding Forward-Looking Statements	3
PART I.	FINANCIAL INFORMATION	5
Item 1.	Financial Statements (Unaudited)	5
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations	6
	Condensed Consolidated Statements of Comprehensive Loss	7
	Condensed Consolidated Statements of Shareholders’ Equity	8
	Condensed Consolidated Statements of Cash Flows	10
	Notes to Condensed Consolidated Financial Statements (Unaudited)	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	40
PART II.	OTHER INFORMATION	42
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	74
Item 3.	Defaults Upon Senior Securities	74
Item 4.	Mine Safety Disclosures	74
Item 5.	Other Information	74
Item 6.	Exhibits	75
Signatures		76

2

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which statements involve substantial risk and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

•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;

•our ability to continue to deliver and improve our offerings and successfully develop new offerings, including security-related product offerings and hosted offerings;

•customer acceptance and purchase of our existing offerings and new offerings, including the expansion and adoption of our hosted offerings;

•the impact of the 2019 coronavirus disease, including any variants thereof (“COVID-19”), on our business, operations, hiring and financial results, and on the businesses of our customers and partners, including their spending priorities, the effect of governmental lockdowns, restrictions, new regulations and vaccine distribution and efficacy;

•the impact of changes to our licensing of our products, specifically Elasticsearch and Kibana;

•our assessments of the strength of our solutions and products;

•our service performance and security, including the resources and costs required to prevent, detect and remediate potential security breaches or incidents, including by bad actors;

•our ability to maintain and expand our user and customer base;

•the market for our products continuing to develop;

•competition from other products and companies with more resources, recognition and presence in our industry;

•the impact of foreign currency exchange rate and interest rate fluctuations on our results;

•the pace of change and innovation in the markets in which we participate and the competitive nature of those markets;

•our business strategy and our plan to build our business;

•our ability to effectively manage our growth, including any changes to our pace of hiring;

•our international expansion strategy;

•our operating results and cash flows;

•our strategy of acquiring complementary businesses and our ability to successfully integrate acquired businesses and technologies;

•the impact of acquisitions on our future product offerings;

•our beliefs and objectives for future operations;

•our relationships with and reliance on third parties, including partners;

•our ability to protect our intellectual property rights;

•our ability to develop our brands;

•the impact of expensing stock options and other equity awards;

•the sufficiency of our capital resources;

•our ability to successfully defend litigation brought against us;

•our ability to successfully execute our go-to-market strategy, including the positioning of our solutions and products, and expand in our existing markets and into new markets;

•sufficiency of cash to meet cash needs for at least the next 12 months;

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•our ability to comply with laws and regulations that currently apply or become applicable to our business both in the United States and internationally;

•our ability to attract and retain qualified employees and key personnel;

•our ability to onboard, provide training to and integrate new employees;

•the effect of the loss of key personnel;

•our expectations about the impact of natural disasters and public health epidemics and pandemics, on our business, results of operations and financial condition;

•expectations about seasonality;

•the future trading prices of our ordinary shares;

•our ability to service our debt obligations; and

•general market, political, economic and business conditions (including developments and volatility arising from the ongoing COVID-19 pandemic).

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. Any additional or unforeseen effect from the ongoing COVID-19 pandemic may exacerbate these risks. We cannot assure that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which such statements are made. We undertake no obligation to update any forward-looking statements after the date of this Quarterly Report on Form 10-Q or to conform such statements to actual results or revised expectations, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.

4

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Elastic N.V.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

(unaudited)

	As of October 31, 2021		As of April 30, 2021
Assets
Current assets:
Cash and cash equivalents	$	876,059	$	400,814
Restricted cash	2,939		2,894
Accounts receivable, net of allowance for credit losses of $2,896 and $2,344 as of October 31, 2021 and April 30, 2021, respectively	157,831		160,415
Deferred contract acquisition costs	38,183		36,089
Prepaid expenses and other current assets	34,896		37,002
Total current assets	1,109,908		637,214
Property and equipment, net	7,510		8,881
Goodwill	291,790		198,851
Operating lease right-of-use assets	23,667		25,464
Intangible assets, net	48,620		36,286
Deferred contract acquisition costs, non-current	57,854		50,263
Deferred tax assets	3,824		3,697
Other assets	18,528		12,516
Total assets	$	1,561,701	$	973,172
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	17,684	$	7,248
Accrued expenses and other liabilities	43,277		28,909
Accrued compensation and benefits	55,827		52,525
Operating lease liabilities	9,454		8,528
Deferred revenue	354,148		352,805
Total current liabilities	480,390		450,015
Deferred revenue, non-current	36,165		44,895
Long-term debt, net	566,045		—
Operating lease liabilities, non-current	16,746		19,649
Other liabilities, non-current	12,555		7,782
Total liabilities	1,111,901		522,341
Commitments and contingencies (Note 8 and 9)
Shareholders’ equity:
Convertible preference shares, €0.01 par value; 165,000,000 shares authorized, 0 shares issued and outstanding as of October 31, 2021 and April 30, 2021	—		—
Ordinary shares, par value €0.01 per share: 165,000,000 shares authorized; 92,566,025 and 90,533,985 shares issued and outstanding as of October 31, 2021 and April 30, 2021, respectively	972		948
Treasury stock	(369)		(369)
Additional paid-in capital	1,153,408		1,071,675
Accumulated other comprehensive loss	(9,381)		(8,105)
Accumulated deficit	(694,830)		(613,318)
Total shareholders’ equity	449,800		450,831
Total liabilities and shareholders’ equity	$	1,561,701	$	973,172

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

5

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,
	2021		2020		2021		2020
Revenue
License - self-managed	$	18,117	$	15,514	$	34,338	$	30,393
Subscription - self-managed and SaaS	172,140		118,695		333,104		225,158
Total subscription revenue	190,257		134,209		367,442		255,551
Professional services	15,723		10,685		31,633		18,213
Total revenue	205,980		144,894		399,075		273,764
Cost of revenue
Cost of license - self-managed	395		347		741		693
Cost of subscription - self-managed and SaaS	41,847		29,148		79,021		55,038
Total cost of revenue - subscription	42,242		29,495		79,762		55,731
Cost of professional services	11,642		8,953		23,784		17,548
Total cost of revenue	53,884		38,448		103,546		73,279
Gross profit	152,096		106,446		295,529		200,485
Operating expenses
Research and development	63,763		46,688		123,145		92,366
Sales and marketing	94,953		64,474		182,986		120,625
General and administrative	30,555		23,705		57,607		45,434
Total operating expenses	189,271		134,867		363,738		258,425
Operating loss	(37,175)		(28,421)		(68,209)		(57,940)
Other income (expense), net
Interest expense	(6,332)		(4)		(8,152)		(13)
Other income (expense), net	(666)		(80)		352		10,814
Loss before income taxes	(44,173)		(28,505)		(76,009)		(47,139)
Provision for income taxes	2,850		653		5,503		1,020
Net loss	$	(47,023)	$	(29,158)	$	(81,512)	$	(48,159)
Net loss per share attributable to ordinary shareholders, basic and diluted	$	(0.51)	$	(0.34)	$	(0.89)	$	(0.56)
Weighted-average shares used to compute net loss per share attributable to ordinary shareholders, basic and diluted	92,206,199		86,373,166		91,703,786		85,275,474

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

6

Elastic N.V.

Condensed Consolidated Statements of Comprehensive Loss

(in thousands)

(unaudited)

	Three Months Ended October 31,				Six Months Ended October 31,
	2021		2020		2021		2020
Net loss	$	(47,023)	$	(29,158)	$	(81,512)	$	(48,159)
Other comprehensive loss:
Foreign currency translation adjustments	588		(479)		(1,276)		(10,537)
Other comprehensive loss	588		(479)		(1,276)		(10,537)
Total comprehensive loss	$	(46,435)	$	(29,637)	$	(82,788)	$	(58,696)

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

7

Elastic N.V.

Condensed Consolidated Statements of Shareholders’ Equity

(in thousands, except share data)

(unaudited)

						Additional Paid-in Capital		Accumulated Other Comprehensive Loss				Total Shareholders' Equity
	Ordinary Shares			Treasury Shares						Accumulated Deficit
	Shares	Amount
Balances at July 31, 2021	91,770,228	$	963	$	(369)	$	1,112,845	$	(9,969)	$	(647,807)	$	455,663
Fair value of replacement equity awards attributable to pre-acquisition service	—	—		—		1,266		—		—		1,266
Issuance of ordinary shares upon exercise of stock options	690,538	8		—		9,844		—		—		9,852
Issuance of ordinary shares upon release of restricted stock units	105,259	1		—		(1)		—		—		—
Stock-based compensation	—	—		—		29,454		—		—		29,454
Net loss	—	—		—		—		—		(47,023)		(47,023)
Foreign currency translation	—	—		—		—		588		—		588
Balances at October 31, 2021	92,566,025	$	972	$	(369)	$	1,153,408	$	(9,381)	$	(694,830)	$	449,800
						Additional Paid-in Capital		Accumulated Other Comprehensive Loss				Total Shareholders' Equity
	Ordinary Shares			Treasury Shares						Accumulated Deficit
	Shares	Amount
Balances at July 31, 2020	85,737,645	$	890	$	(369)	$	946,178	$	(11,435)	$	(502,885)	$	432,379
Issuance of ordinary shares upon exercise of stock options	1,379,823	16		—		15,962		—		—		15,978
Issuance of ordinary shares upon release of restricted stock units	87,523	2		—		(2)		—		—		—
Stock-based compensation	—	—		—		21,235		—		—		21,235
Reclassification of liability-classified awards	—	—		—		2,702		—		—		2,702
Net loss	—	—		—		—		—		(29,158)		(29,158)
Foreign currency translation	—	—		—		—		(479)		—		(479)
Balances at October 31, 2020	87,204,991	$	908	$	(369)	$	986,075	$	(11,914)	$	(532,043)	$	442,657

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

8

Elastic N.V.

Condensed Consolidated Statements of Shareholders’ Equity

(in thousands, except share data)

(unaudited)

						Additional Paid-in Capital		Accumulated Other Comprehensive Loss				Total Shareholders' Equity
	Ordinary Shares			Treasury Shares						Accumulated Deficit
	Shares	Amount
Balances at April 30, 2021	90,533,985	948		(369)		1,071,675		(8,105)		(613,318)		450,831
Fair value of replacement equity awards attributable to pre-acquisition service	—	—		—		1,266		—		—		1,266
Issuance of ordinary shares upon exercise of stock options	1,530,746	18		—		20,813		—		—		20,831
Issuance of ordinary shares upon release of restricted stock units	501,294	6		—		(6)		—		—		—
Stock-based compensation	—	—		—		59,660		—		—		59,660
Net loss	—	—		—		—		—		(81,512)		(81,512)
Foreign currency translation	—	—		—		—		(1,276)		—		(1,276)
Balances at October 31, 2021	92,566,025	$	972	$	(369)	$	1,153,408	$	(9,381)	$	(694,830)	$	449,800
						Additional Paid-in Capital		Accumulated Other Comprehensive Loss				Total Shareholders' Equity
	Ordinary Shares			Treasury Shares						Accumulated Deficit
	Shares	Amount
Balances at April 30, 2020	82,856,978	$	856	$	(369)	$	898,788	$	(1,377)	$	(484,251)	$	413,647
Cumulative effect of accounting change	—	—		—		—		—		367		367
Issuance of ordinary shares upon exercise of stock options	4,035,115	47		—		45,183		—		—		45,230
Issuance of ordinary shares upon release of restricted stock units	312,898	5		—		(5)		—		—		—
Stock-based compensation	—	—		—		39,407		—		—		39,407
Reclassification of liability-classified awards	—	—		—		2,702		—		—		2,702
Net loss	—	—		—		—		—		(48,159)		(48,159)
Foreign currency translation	—	—		—		—		(10,537)		—		(10,537)
Balances at October 31, 2020	87,204,991	$	908	$	(369)	$	986,075	$	(11,914)	$	(532,043)	$	442,657

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

9

Elastic N.V.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Six Months Ended October 31,
	2021		2020
Cash flows from operating activities
Net loss	$	(81,512)	$	(48,159)
Adjustments to reconcile net loss to cash provided by operating activities:
Depreciation and amortization	9,325		8,566
Amortization of deferred contract acquisition costs	28,570		18,173
Amortization of debt issuance costs	307		—
Non-cash operating lease cost	3,842		3,434
Stock-based compensation expense, net of amounts capitalized	59,578		40,078
Deferred income taxes	(249)		(286)
Foreign currency transaction (gain) loss	4		(10,924)
Other	98		(11)
Changes in operating assets and liabilities:
Accounts receivable, net	519		63
Deferred contract acquisition costs	(39,277)		(37,872)
Prepaid expenses and other current assets	2,218		1,100
Other assets	(3,337)		4,040
Accounts payable	10,485		(2,638)
Accrued expenses and other liabilities	16,719		(1,061)
Accrued compensation and benefits	3,823		(691)
Operating lease liabilities	(3,983)		(3,535)
Deferred revenue	(3,462)		34,432
Net cash provided by operating activities	3,668		4,709
Cash flows from investing activities
Purchases of property and equipment	(751)		(1,656)
Capitalization of internal-use software	(2,713)		—
Business acquisitions, net of cash acquired	(108,104)		—
Other	—		1,320
Net cash used in investing activities	(111,568)		(336)
Cash flows from financing activities
Proceeds from the issuance of debt	575,000		—
Proceeds from issuance of ordinary shares upon exercise of stock options	20,831		45,230
Payments of debt issuance costs	(9,234)		—
Net cash provided by financing activities	586,597		45,230
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(3,407)		2,319
Net increase in cash, cash equivalents, and restricted cash	475,290		51,922
Cash, cash equivalents, and restricted cash, beginning of period	403,708		299,389
Cash, cash equivalents, and restricted cash, end of period	$	878,998	$	351,311
Supplemental disclosures of cash flow information
Cash paid (refund received) for income taxes	$	1,905	$	(1,708)
Cash paid for operating lease liabilities	$	4,829	$	4,363
Supplemental disclosures of non-cash investing and financing information
Property and equipment included in accounts payable	$	39	$	10
Debt issuance costs accrued, unpaid	$	28	$	—
Operating lease right-of-use assets for new lease obligations	$	2,330	$	575

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

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Elastic N.V.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note		Page
1.	Organization and Description of Business	12
2.	Summary of Significant Accounting Policies	12
3.	Revenue and Performance Obligations	13
4.	Fair Value Measurements	14
5.	Acquisitions	14
6.	Balance Sheet Components	15
7.	Senior Notes	15
8.	Commitments and Contingencies	19
9.	Leases	20
10.	Ordinary Shares	21
11.	Equity Incentive Plans	21
12.	Net Loss Per Share Attributable to Ordinary Shareholders	23
13.	Income Taxes	24
14.	Employee Benefit Plans	24
15.	Segment Information	24
16.	Subsequent Events	25

11

1.Organization and Description of Business

Elastic N.V. (“Elastic” or the “Company”) was incorporated under the laws of the Netherlands in 2012. Elastic is a search company. It created the Elastic Stack, a powerful set of software products that ingest and store data from any source and in any format, and perform search, analysis, and visualization in milliseconds or less. Developers build on top of the Elastic Stack to apply the power of search to their data and solve business problems. The Company also offers software solutions built on the Elastic Stack: Enterprise Search, Observability, and Security. The Elastic Stack and the Company’s solutions are designed to run in public or private clouds, in hybrid environments, or in traditional on-premises environments.

2.Summary of Significant Accounting Policies

Basis of Presentation

The accompanying interim condensed consolidated balance sheet as of October 31, 2021, the interim condensed consolidated statements of operations and of comprehensive loss, interim condensed statements of shareholders’ equity for the three and six months ended October 31, 2021 and 2020 and the interim condensed consolidated statements of cash flows for the six months ended October 31, 2021 and 2020, are unaudited. These interim condensed consolidated financial statements have been prepared on a basis consistent with the annual consolidated financial statements and, in the opinion of management, include all adjustments necessary to fairly state the Company’s financial position as of October 31, 2021, and the results of the Company’s operations, its statements of shareholders’ equity for the three and six months ended October 31, 2021 and 2020, and its statements of cash flows for the six months ended October 31, 2021 and 2020. The financial data and other financial information disclosed in the notes to these interim condensed consolidated financial statements related to the three and six month periods are also unaudited. The results for the six months ended October 31, 2021 are not necessarily indicative of the operating results expected for the fiscal year ending April 30, 2022, or any future period.

The unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the financial statements of the Company and its wholly-owned subsidiaries. All intercompany transactions and accounts have been eliminated in consolidation.

Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Therefore, these unaudited interim condensed consolidated financial statements and accompanying footnotes should be read in conjunction with the Company’s annual consolidated financial statements and related footnotes included in the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2021 filed with the SEC on June 25, 2021 (“the Company's Annual Report on Form 10-K”).

Fiscal Year

The Company’s fiscal year ends on April 30. References to fiscal 2022, for example, refer to the fiscal year ending April 30, 2022.

Use of Estimates and Judgments

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 include, but are not limited to, allocation of revenue between recognized and deferred amounts, deferred contract acquisition costs, allowance for credit losses, valuation of stock-based compensation, fair value of ordinary shares in periods prior to the Company’s initial public offering, 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, the discount rate used for operating leases and valuation allowance 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.

In March 2020, the World Health Organization declared COVID-19 a pandemic. The pandemic has resulted in a global slowdown of economic activity that is likely to decrease demand for a broad variety of goods and services, including from certain of the Company’s customers, while also disrupting sales channels and marketing activities for an unknown period of time. The full extent to which COVID-19 may impact the Company’s financial condition or results of operations is uncertain.

Estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require the exercise of judgment. As of the date of issuance of these financial statements, the Company is not aware of any

12

specific event or circumstance that would require the Company to update its estimates, judgments or revise the carrying value of the Company’s assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s financial statements.

Significant Accounting Policies

Other than as described below, there have been no changes to the Company’s significant accounting policies described in the Company’s Annual Report on Form 10-K that have had a material impact on its consolidated financial statements and related notes.

Debt Issuance Costs

Costs incurred in connection with the issuance of debt are deferred and amortized as interest expense over the term of the related debt using the effective interest method. 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.

Recently Adopted Accounting Pronouncements

Income Taxes:  In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, eliminating certain exceptions to the general principles in ASC 740 related to intra-period tax allocation, deferred tax liability and general methodology for calculating income taxes. Additionally, the ASU makes other changes for matters such as franchise taxes that are partially based on income, transactions with a government that result in a step up in the tax basis of goodwill, separate financial statements of legal entities that are not subject to tax, and enacted changes in tax laws in interim periods. The new guidance becomes effective for the Company for the fiscal year ending April 30, 2022. Early adoption is permitted. The Company’s adoption of this ASU had no material impact on the Company’s condensed consolidated financial statements.

New Accounting Pronouncements Not Yet Adopted

Acquisitions:  In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, improving consistency in accounting for acquired revenue contracts with customers in a business combination by requiring that acquirers apply ASC Topic 606 to recognize contract assets and contract liabilities as if it had originated the contracts. If the acquiree prepared its financial statements in accordance with GAAP, the resulting acquired contract assets and liabilities should generally be consistent with acquiree’s financial statements. The new guidance becomes effective for the Company for the fiscal year ending April 30, 2024. Early adoption is permitted. The Company does not expect the adoption of the new accounting standard to have a material impact on its consolidated financial statements.

3.Revenue and Remaining Performance Obligations

Disaggregation of Revenue

The following table presents revenue by product category (in thousands):

	Three Months Ended October 31,								Six Months Ended October 31,
	2021				2020				2021				2020
	Amount		% of Total Revenue		Amount		% of Total Revenue		Amount		% of Total Revenue		Amount		% of Total Revenue
Elastic Cloud	$	69,031	34	%	$	37,428	26	%	$	130,561	33	%	$	70,055	26	%
Other subscription	121,226		58	%	96,781		67	%	236,881		59	%	185,496		67	%
Total subscription revenue	190,257		92	%	134,209		93	%	367,442		92	%	255,551		93	%
Professional services	15,723		8	%	10,685		7	%	31,633		8	%	18,213		7	%
Total revenue	$	205,980	100	%	$	144,894	100	%	$	399,075	100	%	$	273,764	100	%

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During the first quarter of fiscal 2022, the Company updated its disaggregation of revenue breakdown to present revenue by product category. The prior period presentation for the three and six months ended October 31, 2020, has been updated to conform to the current period presentation.

Remaining Performance Obligations

As of October 31, 2021, the Company had $831.6 million of remaining performance obligations. As of October 31, 2021, the Company expects to recognize approximately 86% of its remaining performance obligations as revenue over the next 24 months and the remainder thereafter.

4.Fair Value Measurements

The Company measures financial assets and liabilities that are measured at fair value on a recurring basis at each reporting period using a fair value hierarchy that prioritizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Financial Assets

The following table summarizes assets that are measured at fair value on a recurring basis as of October 31, 2021 and April 30, 2021 (in thousands):

 

October 31, 2021	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash and cash equivalents:
Money market funds	$	571,829	$	—	—		$	571,829
Short-term bank deposit	—		1,800		—		1,800
Total	$	571,829	$	1,800	$	—	$	573,629

April 30, 2021	Level 1		Level 2	Level 3	Total
Financial Assets:
Cash and cash equivalents:
Money market funds	$	175,007	—	—	$	175,007

The Company considers all highly liquid investments, including money market funds with an original maturity of three months or less at the date of purchase, to be cash equivalents. The Company uses quoted prices in active markets for identical assets to determine the fair value of its Level 1 investments in money market funds. The Company classifies its short term bank deposit within Level 2 because they are valued using inputs other than quoted prices that are directly or indirectly observable in the market, including readily available pricing sources for the identical underlying security which may not be actively traded.

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. Based on the trading prices of the Senior Notes, the fair value of the Senior Notes as of October 31, 2021 was approximately $572.9 million. While the Senior Notes are recorded at cost, the fair value of the Senior Notes was determined based on quoted prices in markets that are not active; accordingly, the Senior Notes are categorized as Level 2 for purposes of the fair value measurement hierarchy.

5.Acquisitions

Six months ended October 31, 2021

cmdWatch Security Inc.

On September 17, 2021, the Company acquired 100% of the share capital of cmdWatch Security Inc. (“Cmd”) for a total purchase consideration of $77.8 million. The purchase consideration includes an amount of $13.4 million which is being held in an indemnity escrow fund for 18 months after the acquisition close date. Pursuant to the merger agreement, Cmd’s vested stock options were paid in cash and unvested stock options held by Cmd employees were assumed by the Company. The fair value of the replacement equity awards associated with pre-acquisition service period of $4.3 million, consisting of $3.0 million paid in cash to vested option holders and $1.3 million of non-cash consideration, was included in the total purchase

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consideration. Approximately $6.6 million of the fair value of replacement equity awards was allocated to post-acquisition services that will be recognized as stock-based compensation expense over the remaining service period and was excluded from the total purchase consideration. Additionally, an amount of $6.5 million for post-combination services, which is payable at future dates upon completion of the underlying required service period, has been excluded from the purchase consideration. This amount will be recorded as a post-combination expense over the requisite service period.

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 preliminary purchase price allocated to developed technology and goodwill was $15.5 million and $59.1 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 Company's current security solutions and is not deductible for income tax purposes.

The purchase price allocation is preliminary as the Company is still finalizing the allocation of the purchase price to the individual assets acquired and liabilities assumed. The allocation of the purchase price included in the current period balance sheet is based on the best estimate of management. The Company continues to collect information with regard to its estimates and assumptions, primarily related to intangible assets and certain tax-related, contingent liability and working capital items. The Company will record adjustments to the fair value of the assets acquired, liabilities assumed and goodwill within the 12 month measurement period, if necessary. Cmd has 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 because they were not material to the condensed consolidated results of operations.

Other Acquisition

On September 2, 2021, the Company acquired 100% of the share capital of Build Security Ltd. (“build.security”) for a total purchase consideration of $39.3 million. The acquisition was accounted for as a business combination. The total preliminary purchase price allocated to developed technology and goodwill was $4.2 million and $34.0 million, respectively. The developed technology intangible 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 Company's current security solutions and the value of the acquired workforce. This goodwill is not deductible for income tax purposes. The results of build.security 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 because they were not material to the condensed consolidated results of operations.

Excluded from the purchase consideration is an amount of $4.9 million, payable in equal installments at the first and the second anniversary of the acquisition, to certain employees of build.security. This amount will be recorded as a post-combination expense over the requisite service period.

6.Balance Sheet Components

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

	As of October 31, 2021		As of April 30, 2021
Prepaid hosting costs	$	11,303	$	11,122
Prepaid software subscription costs	6,863		5,636
Prepaid value added taxes	4,831		9,408
Deposits	2,672		2,410
Prepaid taxes	2,167		1,694
Other	7,060		6,732
Total prepaid expenses and other current assets	$	34,896	$	37,002

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 Property and Equipment, Net

The cost and accumulated depreciation of property and equipment were as follows (in thousands):

	Useful Life (in years)			As of October 31, 2021		As of April 30, 2021
Leasehold improvements	Lesser of estimated useful life or remaining lease term			$	10,812	$	10,342
Computer hardware and software		3		1,531		2,319
Furniture and fixtures	3	-	5	6,040		5,971
Assets under construction				203		707
Total property and equipment				18,586		19,339
Less: accumulated depreciation				(11,076)		(10,458)
Property and equipment, net				$	7,510	$	8,881

Depreciation expense related to property and equipment was $1.0 million and $0.8 million for the three months ended October 31, 2021 and 2020, respectively and $2.0 million and $1.5 million for the six months ended October 31, 2021 and 2020, respectively.

Intangible Assets, Net

Intangible assets consisted of the following as of October 31, 2021 and April 30, 2021 (in thousands):

October 31, 2021	Gross Fair Value		Accumulated Amortization		Net Book Value		Weighted Average Remaining Useful Life (in years)
Developed technology	$	64,530	$	25,360	$	39,170	3.9
Customer relationships	19,598		10,965		8,633		1.9
Trade names	2,872		2,054		818		1.9
Total	$	87,000	$	38,379	48,621		3.7
Foreign currency translation adjustment					(1)
Total					$	48,620

April 30, 2021	Gross Fair Value		Accumulated Amortization		Net Book Value		Weighted Average Remaining Useful Life (in years)
Developed technology	$	44,830	$	20,850	$	23,980	3.3
Customer relationships	19,598		8,382		11,216		2.4
Trade names	2,872		1,780		1,092		2.4
Total	$	67,300	$	31,012	36,288		3.0
Foreign currency translation adjustment					(2)
Total					$	36,286

Amortization expense for the intangible assets for the three and six months ended October 31, 2021 and 2020 was as follows (in thousands):

	Three Months Ended October 31,				Six Months Ended October 31,
	2021		2020		2021		2020
Cost of revenue—cost of license—self-managed	$	395	$	347	$	741	$	693
Cost of revenue—cost of subscription—self-managed and SaaS	2,103		1,762		3,769		3,525
Sales and marketing	1,428		1,433		2,857		2,874
Total amortization of acquired intangible assets	$	3,926	$	3,542	$	7,367	$	7,092

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The expected future amortization expense related to the intangible assets as of October 31, 2021 was as follows (in thousands, by fiscal year):

Remainder of 2022	$	8,068
2023	15,830
2024	12,656
2025	6,673
2026	3,940
2027	1,453
Total	$	48,620

Goodwill

The following table represents the changes to goodwill (in thousands):

	Carrying Amount
Balance as of April 30, 2021	$	198,851
Additions from acquisitions	93,064
Foreign currency translation adjustment	(125)
Balance as of October 31, 2021	$	291,790

There was no impairment of goodwill during the six months ended October 31, 2021 and 2020.

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following (in thousands):

	As of October 31, 2021		As of April 30, 2021
Accrued expenses	$	22,865	$	12,772
Value added taxes payable	5,936		8,493
Accrued interest on Senior Notes	7,511		—
Income taxes payable	2,083		1,596
Other	4,882		6,048
Total accrued expenses and other liabilities	$	43,277	$	28,909

Accrued Compensation and Benefits

Accrued compensation and benefits consisted of the following (in thousands):

	As of October 31, 2021		As of April 30, 2021
Accrued vacation	$	25,351	$	24,078
Accrued commissions	17,025		17,581
Accrued payroll taxes and withholding taxes	9,014		5,522
Other	4,437		5,344
Total accrued compensation and benefits	$	55,827	$	52,525

Contract Balances

The timing of revenue recognition may differ from the timing of invoicing to customers. For annual contracts, the Company typically invoices customers at the time of entering into the contract. For multi-year agreements, the Company generally invoices customers on an annual basis prior to each anniversary of the contract start date. The Company records unbilled accounts receivable related to revenue recognized in excess of amounts invoiced as the Company has an unconditional right to invoice and receive payment in the future related to those fulfilled obligations. Invoicing customers prior to performance creates a contract liability, deferred revenue, which is recognized in accordance with the Company’s revenue recognition policy.

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The following table provides information about unbilled accounts receivable, deferred contract acquisition costs and deferred revenue from contracts with customers (in thousands):

	As of October 31, 2021		As of April 30, 2021
Unbilled accounts receivable, included in accounts receivable, net	$	4,595	$	5,204
Deferred contract acquisition costs	$	96,037	$	86,352
Deferred revenue	$	390,313	$	397,700

Deferred Contract Acquisition Costs

Deferred contract acquisition costs represent costs that are incremental to the acquisition of customer contracts, which consist mainly of sales commissions and associated payroll taxes. The Company determines whether costs should be deferred based on sales compensation plans, if the commissions are in fact incremental and would not have occurred absent the customer contract.

The Company periodically reviews the carrying amount of deferred contract acquisition costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred costs. The Company did not recognize any impairment of deferred contract acquisition costs during the six months ended October 31, 2021.

The following table summarizes the activity of the deferred contract acquisition costs (in thousands):

	Six Months Ended October 31,
	2021		2020
Beginning balance	$	86,352	$	43,549
Capitalization of contract acquisition costs	38,255		39,107
Amortization of deferred contract acquisition costs	(28,570)		(18,173)
Ending balance	$	96,037	$	64,483

Deferred Revenue

Significant changes in the deferred revenue balances were as follows (in thousands):

	Six Months Ended October 31,
	2021		2020
Beginning balance	$	397,700	$	259,702
Increases due to invoices issued, excluding amounts recognized as revenue during the period	238,822		201,784
Increase from acquisition, net of revenue recognized	1,001		—
Amounts transferred to deferred revenue from accrued expenses and other liabilities upon entering into contracts with customers, net of revenue recognized during the period	—		5,424
Revenue recognized that was included in deferred revenue balance at beginning of period	(247,210)		(157,694)
Ending balance	$	390,313	$	309,216

Allowance for Credit Losses

The following is a summary of the changes in the Company’s allowance for credit losses (in thousands):

	Six Months Ended October 31,
	2021		2020
Beginning balance	$	2,344	$	1,247
Cumulative-effect adjustment from adoption of ASU 2016-13	—		(367)
Provision	2,221		1,233
Write-offs	(1,669)		(608)
Ending balance	$	2,896	$	1,505

7.Senior Notes

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.

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Interest on the Senior Notes is payable semi-annually in arrears on January 15 and July 15 of each year, commencing on January 15, 2022. The Company received net proceeds from the offering of the Senior Notes of $565.7 million after deducting underwriting commissions of $7.2 million and incurred additional issuance costs of $2.1 million. 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 redeem the Senior Notes, in whole or in part, at any time prior to July 15, 2024 at a price equal to 100% of the principal amount thereof plus a “make-whole” premium and accrued and unpaid interest, if any. The Company may at its election redeem all or a part of the Senior Notes on or after July 15, 2024, 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. In addition, at any time prior to July 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Senior Notes outstanding under the Indenture with the net cash proceeds of one or more equity offerings at a redemption price equal to 104.125% of the principal amount of the Senior Notes then outstanding, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable redemption date. The Company may also at its election redeem the Senior Notes in whole, but not in part, at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, if certain changes in tax law occur as set forth in the Indenture.

If the Company experiences a change of control triggering event (as defined in the Indenture), the Company must offer to repurchase the Senior Notes at a repurchase price equal to 101% of the principal amount of the Senior Notes to be repurchased, plus accrued and unpaid interest, if any, to the repurchase date.

The indenture governing the Senior Notes contain covenants limiting the Company’s ability and the ability of certain subsidiaries to create liens on certain assets to secure debt; grant a subsidiary guarantee of certain debt without also providing a guarantee of the Senior Notes; and consolidate or merge with or into, or sell or otherwise dispose of all or substantially all of its assets to, another person. These covenants are subject to a number of limitations and exceptions. Certain of these covenants will not apply during any period in which the notes are rated investment grade by Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services. As of October 31, 2021, the Company was in compliance with all of its financial covenants under the Indenture associated with the Senior Notes.

The net carrying amount of the Senior Notes was as follows:

	As of October 31, 2021
Principal	$	575,000
Unamortized debt issuance costs	(8,955)
Net carrying amount	$	566,045

The following table sets forth the interest expense recognized related to the Senior Notes:

	Six Months Ended October 31, 2021
Contractual interest expense	$	7,511
Amortization of debt issuance costs	307
Total interest expense related to the Senior Notes	$	7,818

8.Commitments and Contingencies

Cloud Hosting Commitments

During the six months ended October 31, 2021, there were no material changes, outside the ordinary course of business, to the Company’s contractual obligations and commitments reported in the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2021. 

Letters of Credit

The Company had a total of $2.1 million in letters of credit outstanding in favor of certain landlords for office space as of October 31, 2021.

Legal Matters

From time to time, the Company has become involved in claims and other legal matters arising in the ordinary course of business. The Company investigates these claims as they arise. Although claims are inherently unpredictable, the Company is currently not aware of any matters that, if determined adversely to the Company, would individually or taken together have a material adverse effect on its business, results of operations, financial position or cash flows.

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

Although the results of litigation and claims are inherently unpredictable, the Company does not believe that there were any matters under litigation or claims with a reasonable possibility of the Company incurring a material loss as of October 31, 2021.

Indemnification

The Company enters into indemnification provisions under its agreements with other companies in the ordinary course of business, including business partners, landlords, contractors and parties performing its research and development. Pursuant to these arrangements, the Company agrees to indemnify, hold harmless, and reimburse the indemnified party for certain losses suffered or incurred by the indemnified party as a result of the Company’s activities. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the Company believes the fair value of these agreements is not material. 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. To date, there have been no claims under any indemnification provisions.

9.Leases

The Company’s leases are composed of corporate office spaces under non-cancelable operating lease agreements that expire at various dates through 2025. The Company does not have any finance leases.

Lease Costs

Components of lease costs included in the condensed consolidated statement of operations were as follows (in thousands):

	Three Months Ended October 31,				Six Months Ended October 31,
	2021		2020		2021		2020
Operating lease cost	$	2,486	$	2,172	$	4,771	$	4,284
Short-term lease cost	449		721		990		1,352
Variable lease cost	302		(65)		507		289
Total lease cost	$	3,237	$	2,828	$	6,268	$	5,925

Lease term and discount rate information are summarized as follows:

	As of October 31, 2021
Weighted average remaining lease term (years)	3.35
Weighted average discount rate	4.77	%

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Future minimum lease payments under non-cancelable operating leases on an undiscounted cash flow basis as of October 31, 2021 were as follows (in thousands):

Years Ending April 30,
2022 (remaining six months)	$	5,038
2023	8,770
2024	6,722
2025	5,113
2026	2,803
Total minimum lease payments	28,446
Less imputed interest	(2,246)
Present value of future minimum lease payments	26,200
Less current lease liabilities	(9,454)
Operating lease liabilities, non-current	$	16,746

10.Ordinary Shares

Each holder of ordinary shares has the right to one vote per ordinary share. The holders of ordinary shares are also entitled to receive dividends whenever funds are legally available and when declared by the board of directors, subject to the prior rights of holders of all classes of shares outstanding having priority rights to dividends. No dividends have been declared by the Company’s board of directors from inception through October 31, 2021.

Ordinary Shares Reserved for Issuance

The Company had reserved ordinary shares for issuance as follows:

	As of October 31, 2021	As of April 30, 2021
Stock options issued and outstanding	5,913,745	7,611,016
RSUs issued and outstanding	3,074,014	3,301,283
Remaining shares available for future issuance under the 2012 Plan	20,206,345	15,737,819
Total ordinary shares reserved	29,194,104	26,650,118

Convertible Preference Shares

The Company's board of directors has the authority, for a period of five years from October 10, 2018, without further action by the Company's shareholders, to issue up to 165 million shares of undesignated convertible preference shares with rights and preferences, including voting rights, designated from time to time by the board of directors. As of October 31, 2021, there were no convertible preference shares issued or outstanding.  

11.Equity Incentive Plans

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 (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 a duly authorized committee may grant stock options and other equity-based awards, such as Restricted Stock Awards (“RSAs”) or Restricted Stock Units (“RSUs”), to eligible employees, directors, and consultants to attract and retain the best available 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 a duly authorized committee determines the vesting schedule for all equity-based awards. Stock options granted to new employees under the 2012 Plan generally vest over four years with 25% of the option shares vesting one year from the vesting commencement date and then ratably over the following 36 months subject to the employees’ continued service to the Company. Refresh grants to existing employees generally vest monthly over four years subject to the employees’ continued service to the Company. RSUs granted to new employees generally vest over a period of four years with 25% vesting on the one-year anniversary of the vesting start date and the remainder vesting semi-annually over the next three years, subject to the grantee’s continued service to the Company. RSUs granted to existing employees generally vest semi-annually over a period of four years, subject to the grantee’s continued service to the Company. The Company’s compensation committee may explicitly deviate from the general vesting schedules in its approval of an equity-based award, as it may deem appropriate. Stock options expire ten years after the

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date of grant. Stock options, RSAs 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:

	Six Months Ended October 31, 2021
Available at beginning of period	15,737,819
Awards authorized	4,526,699
RSUs granted	(646,434)
Stock options cancelled	229,975
RSUs cancelled	358,286
Available at end of period	20,206,345

Stock Incentive Plans Assumed in Acquisitions

In connection with its acquisitions of Cmd and build.security, the Company assumed certain unvested stock options issued under the Cmd Stock Option Plan and Build 2020 Share Incentive Plan that were outstanding on the date of the respective acquisition. The assumed stock options will continue to be outstanding and will be governed by the provisions of their respective plan and are included in the stock option activity table below.

Stock Options

The following table summarizes stock option activity (in thousands, except share and per share data):

	Stock Options Outstanding
	Number of Stock Options Outstanding	Weighted- Average Exercise Price		Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Balance as of April 30, 2021	7,611,016	$	20.34	6.66	$	768,517
Stock options assumed in acquisitions	63,846	$	10.20
Stock options exercised	(1,530,746)	$	13.55
Stock options cancelled	(229,975)	$	36.23
Stock options assumed in acquisition cancelled	(396)	$	76.82
Balance as of October 31, 2021	5,913,745	$	21.37	6.31	$	899,706
Exercisable as of October 31, 2021	4,209,605	$	16.38	6.06	$	661,456

Stock options exercisable include 41,667 stock options that were unvested as of October 31, 2021.

Aggregate intrinsic value represents the difference between the exercise price of the stock options to purchase ordinary shares and the fair value of the Company’s ordinary shares. The weighted-average grant-date fair value per share of stock options assumed related to the Cmd and build.security acquisitions was $122.13 for the three and six months ended October 31, 2021. The weighted-average grant-date fair value of stock options granted was $56.37 for the three and six months ended October 31, 2020.

As of October 31, 2021, the Company had unrecognized stock-based compensation expense of $25.3 million related to unvested stock options that the Company expects to recognize over a weighted-average period of 1.55 years.

RSUs

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The following table summarizes RSU activity for the 2012 Plan:

	Number of Awards	Weighted- Average Grant Date Fair Value
Outstanding and unvested at April 30, 2021	3,301,283	$	98.74
RSUs granted	646,434	$	144.78
RSUs released	(515,417)	$	85.72
RSUs cancelled	(358,286)	$	99.19
Outstanding and unvested at October 31, 2021	3,074,014	$	109.91

As of October 31, 2021, the Company had unrecognized stock-based compensation expense of $296.3 million related to RSUs that the Company expects to recognize over a weighted-average period of 2.81 years.

Stock-Based Compensation Expense

Total stock-based compensation expense recognized in the Company’s condensed consolidated statements of operations was as follows (in thousands):

	Three Months Ended October 31,				Six Months Ended October 31,
	2021		2020		2021		2020
Cost of revenue—cost of subscription—self-managed and SaaS	$	2,064	$	1,860	$	4,198	$	3,226
Cost of revenue—professional services	1,292		976		2,867		1,928
Research and development	13,658		7,663		25,755		14,793
Sales and marketing	8,403		7,955		18,253		14,147
General and administrative	4,565		3,033		9,087		5,984
Stock-based compensation expense, net of amounts capitalized	29,982		21,487		60,160		40,078
Capitalized stock-based compensation expense	54		—		82		—
Total stock-based compensation expense	$	30,036	$	21,487	$	60,242	$	40,078

Total stock-based compensation expense for the three and six months ended October 31, 2021 includes a charge of $0.5 million related to an expense arising from business combinations.

12.Net Loss Per Share Attributable to Ordinary Shareholders

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

	Three Months Ended October 31,				Six Months Ended October 31,
	2021		2020		2021		2020
Numerator:
Net loss	$	(47,023)	$	(29,158)	$	(81,512)	$	(48,159)
Denominator:
Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted	92,206,199		86,373,166		91,703,786		85,275,474
Net loss per share attributable to ordinary shareholders, basic and diluted	$	(0.51)	$	(0.34)	$	(0.89)	$	(0.56)

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

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	Six Months Ended October 31,
	2021	2020
Stock options	5,913,745	10,757,903
RSUs	3,074,014	2,617,676
Contingently issuable shares	—	235,031
Total	8,987,759	13,610,610

13.Income Taxes

The Company is incorporated in the Netherlands but operates in various countries with differing tax laws and rates. The Company recorded a provision for income taxes of $2.9 million and $0.7 million for the three months ended October 31, 2021 and 2020, respectively and $5.5 million and $1.0 million for the six months ended October 31, 2021 and 2020, respectively. The provision for income taxes was primarily due to foreign taxes. The calculation of income taxes is based upon the estimated annual effective tax rates for the year applied to the current period loss before tax plus the tax effect of any significant unusual items, discrete events or changes in tax law.

The Company assesses uncertain tax positions in accordance with ASC 740-10, Accounting for Uncertainties in Tax. The Company anticipates that the amount of reasonably possible unrecognized tax benefits that could decrease over the next twelve months due to the expiration of certain statutes of limitations and settlement of tax audits is not material to the Company’s interim unaudited condensed consolidated financial statements.

14.Employee Benefit Plans

The Company has a defined-contribution plan in the U.S. 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. Substantially all the expenses incurred for administering the 401(k) Plan are paid by the Company. This 401(k) Plan covers substantially all 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 up to 6% of the participating employee’s W-2 earnings and wages. The Company recorded $3.5 million and $2.6 million of expense related to the 401(k) Plan during the three months ended October 31, 2021 and 2020, respectively and $7.0 million and $5.4 million for the six months ended October 31, 2021 and 2020, respectively.

The Company also has defined-contribution plans in certain other countries for which the Company recorded $1.6 million and $1.2 million of expense during the three months ended October 31, 2021 and 2020, respectively and $3.2 million and $2.3 million for the six months ended October 31, 2021 and 2020, respectively.  

15.Segment Information

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

	Three Months Ended October 31,				Six Months Ended October 31,
	2021		2020		2021		2020
United States	$	115,509	$	80,241	$	218,649	$	152,035
Rest of world	90,471		64,653		180,426		121,729
Total revenue	$	205,980	$	144,894	$	399,075	$	273,764

Other than the United States, no other individual country exceeded 10% or more of total revenue during the periods presented.

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The following table presents the Company’s long-lived assets, including property and equipment, net, and operating lease right-of-use assets, by geographic region (in thousands):

	As of October 31, 2021		As of April 30, 2021
United States	$	21,443	$	23,443
United Kingdom	5,986		7,151
The Netherlands	2,429		2,975
Rest of world	1,319		776
Total long-lived assets	$	31,177	$	34,345

16.Subsequent Events

On November 1, 2021, the Company acquired 100% of the share capital of Optimyze.cloud Inc. (“Optimyze”) for a total consideration of $20.0 million in the form of cash and future cash payments for certain unvested stock options. Optimyze is an “always on” continuous profiling platform for infrastructure, applications and services. 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 finalizing the purchase price allocation for the transaction.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with our Management’s Discussion and Analysis of Financial Condition and Results of Operations and audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended April 30, 2021. As discussed in the section titled “Note Regarding Forward-Looking Statements,” the following discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such difference include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” under Part II, Item 1A in this Quarterly Report on Form 10-Q. Our fiscal year end is April 30, and our fiscal quarters end on July 31, October 31, January 31, and April 30. Our fiscal year ended April 30, 2021 is referred to as fiscal 2021 and our fiscal year ending April 30, 2022 is referred to as fiscal 2022.

Overview

Elastic is a search company. We deliver technology that enables users to search through massive amounts of structured and unstructured data for a wide range of use cases. Our primary offering is the Elastic Stack, a powerful set of software products that ingest and store data from any source, and in any format, and perform search, analysis, and visualization in milliseconds or less. The Elastic Stack is designed for direct use by developers to power a variety of use cases. We also offer three software solutions – Enterprise Search, Observability, and Security – built on the Elastic Stack. Our solutions are designed to be deployed everywhere: in public or private clouds, in hybrid environments, or in traditional on-premises environments. Our products are used by individual developers and organizations of all sizes across a wide range of industries.

Elasticsearch is the heart of the Elastic Stack. It is a distributed, real-time search and analytics engine and datastore for exploring all types of data including textual, numerical, geospatial, structured, and unstructured. The first public release of Elasticsearch was in 2010 by our co-founder Shay Banon as an open source project. The Company was formed in 2012. Since then, we have added new products, released new features, acquired companies, and created new solutions to expand the functionality of our products.

Our business model is based on a combination of free and paid proprietary software. We market and distribute the Elastic Stack and our solutions using a free and open distribution strategy. Developers are able to download our software directly from our website. Some features of our software can be downloaded and used free of charge. Others are only available through paid subscriptions, which include access to specific proprietary features and also include support. These paid features can be unlocked without the need to re-deploy the software. There is no free subscription tier in our cloud offerings, where all subscriptions are paid.

We believe that our free and open distribution strategy drives a number of benefits for our users, our customers, and our company. It facilitates rapid and efficient developer adoption, particularly by empowering individual developers to download and use our software without payment, registration, or the friction of a formal sales interaction. It fosters a vibrant developer community around our products and solutions, which drives adoption of our products and increased interaction among users. Further, this approach enables community review of our code and products, which allows us to improve the reliability and security of our software.

During the three months ended October 31, 2021, the Company acquired 100% of the share capital of Cmd and build.security for a total consideration of $77.8 million and $39.3 million, respectively. With these acquisitions, we will be able to extend cloud security protections for our customers from endpoint to cloud workload and provide our customers with cloud security protections from build-time, to deployment-time, to runtime.

We generate revenue primarily from sales of subscriptions for our software. We offer various paid subscription tiers that provide different levels of rights to use proprietary features and access to support. We do not sell support separately. Our subscription agreements for self-managed and Elastic Cloud deployments typically have terms of one to three years and we usually bill for them annually in advance. Elastic Cloud customers may also purchase subscriptions on a month-to-month basis without a commitment, with usage billed at the end of each month. Subscriptions accounted for 92% and 93% of total revenue in the six months ended October 31, 2021 and 2020, respectively. We also generate revenue from consulting and training services.

We had over 17,000 customers as of October 31, 2021 compared to over 12,900 as of October 31, 2020. We define a customer as an entity that generated revenue in the quarter ending on the measurement date from an annual or month-to-month subscription. Affiliated entities are typically counted as a single customer. The annual contract value (“ACV”) of a customer’s commitments is calculated based on the terms of that customer’s subscriptions, and represents the total committed annual subscription amount as of the measurement date. Month-to-month subscriptions are not included in the calculation of ACV. The

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number of customers who represented greater than $100,000 in ACV was over 830 as of October 31, 2021 compared to over 650 as of October 31, 2020.

We engage in various sales and marketing efforts to extend our free and open distribution model. We employ multi-touch marketing campaigns to nurture our users and customers and keep them engaged after they download our software. Additionally, we maintain direct sales efforts focused on users and customers who have adopted our software, as well as departmental decision-makers and senior executives who have broad purchasing power in their organizations. Our sales teams are primarily segmented by geographies and secondarily by the employee count of our customers. They focus on both initial conversion of users into customers and additional sales to existing customers. In addition to our direct sales efforts, we also maintain partnerships to further extend our reach and awareness of our products around the world.

We continue to make substantial investments in developing the Elastic Stack and our solutions and expanding our global sales and marketing footprint. With a distributed team spanning over 35 countries, we are able to recruit, hire, and retain high-quality, experienced technical and sales personnel and operate at a rapid pace to drive product releases, fix bugs, and create and market new products. We had 2,626 employees as of October 31, 2021.

In July 2021, we issued $575.0 million aggregate principal amount of 4.125% Senior Notes due July 15, 2029 (the “Senior Notes”) in a private placement. We intend to use the net proceeds from the offering of the Senior Notes for general corporate purposes, which may include capital expenditures, investments and working capital. In addition, in the past we have considered, and may continue to consider, acquisitions and strategic transactions, and we may use the net proceeds of this offering for such purposes.

COVID-19

In March 2020, the World Health Organization declared COVID-19 a pandemic. Efforts to control its spread have significantly curtailed the movement of people, goods and services worldwide, including in most or all of the regions in which we sell our products and services and conduct our business operations, negatively impacting worldwide economic activity. The ongoing impact of the COVID-19 pandemic on our operational and financial performance will depend on certain developments, including the duration and spread of the virus, success of preventative measures to contain or mitigate the spread of the virus and emerging variants, effectiveness, distribution and acceptance of COVID-19 vaccines, impact on our customers and our sales cycles, impact on our customer, employee or industry events, effect on our vendors, and the uneven impact of the COVID-19 pandemic on certain industries, all of which continue to remain uncertain and cannot be predicted.

The continuing COVID-19 pandemic has resulted in a global slowdown of economic activity and its impact has varied significantly across different industries with certain industries experiencing increased demand for their products and services, while others have struggled to maintain demand for their products and services consistent with historical levels. There have been delays in purchasing decisions from existing and prospective customers, longer sales cycles, delayed implementation of professional services, reduced renewals of subscriptions by existing customers, and changes in approaches to creating sales pipeline in the absence of in-person marketing events, resulting in headwinds for calculated billings and our Net Expansion Rate.

Notwithstanding the potential and actual adverse impacts described above, as the pandemic has caused more of our customers to shift to a virtual workforce or accelerate their digital transformation efforts, we believe the value of our solutions has become even more evident. In addition, we have benefited from lower spending on travel by our employees due to COVID-19 travel restrictions and from holding events virtually, however we expect live events and travel costs to trend back higher in the near-term.

In response to the COVID-19 pandemic and in an effort to focus on maintaining business continuity and preparing for the future and long-term success of our business, we have taken precautionary measures intended to help minimize the risk of the virus to our employees, customers, and the communities in which we operate, including modifying our business practices, such as suspending employee travel, adapting employee work locations, and holding events and trainings virtually. Further, we also temporarily reduced the pace of investments in our business in response to the COVID-19 pandemic in the first quarter of fiscal 2021 but began to gradually increase our investments in our business since then. We intend to continue to maintain a similar pace of investments in the business throughout the remainder of fiscal 2022. We continue to monitor the major impacts of the COVID-19 pandemic and make changes in our business as appropriate, in response to such impacts. See “Risk Factors” included in Part II, Item 1A of this Quarterly Report on Form 10-Q for a discussion of additional risks.

Key Factors Affecting Our Performance

We believe that the growth and future success of our business depends on many factors, including those described below. While each of these factors presents significant opportunities for our business, they also pose important challenges that we must successfully address in order to sustain our growth and improve our results of operations.

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Growing the Elastic community. Our strategy consists of providing access to source available software, on both a free and paid basis, and fostering a community of users and developers. Our strategy is designed to pursue what we believe to be significant untapped potential for the use of our technology. After developers begin to use our software and start to participate in our developer community, they become more likely to apply our technology to additional use cases and evangelize our technology within their organizations. This reduces the time required for our sales force to educate potential leads on our solutions. In order to capitalize on our opportunity, we intend to make further investments to keep the Elastic Stack accessible and well known to software developers around the world. We intend to continue to invest in our products and support and engage our user base and developer community through content, events, and conferences in the U.S. and internationally. Our results of operations may fluctuate as we make these investments.

Developing new features for the Elastic Stack. The Elastic Stack is applied to various use cases by customers, including through the solutions we offer. Our revenue is derived primarily from subscriptions of Enterprise Search, Observability and Security built into the Elastic Stack. We believe that releasing additional features of the Elastic Stack, including our solutions, drives usage of our products and ultimately drives our growth. To that end, we plan to continue to invest in building new features and solutions that expand the capabilities of the Elastic Stack. These investments may adversely affect our operating results prior to generating benefits, to the extent that they ultimately generate benefits at all.

Growing our customer base by converting users of our software to paid subscribers. Our financial performance depends on growing our paid customer base by converting free users of our software into paid subscribers. Our distribution model has resulted in rapid adoption by developers around the world. We have invested, and expect to continue to invest, heavily in sales and marketing efforts to convert additional free users to paid subscribers. Our investment in sales and marketing is significant given our large and diverse user base. The investments are likely to occur in advance of the anticipated benefits resulting from such investments, such that they may adversely affect our operating results in the near term.

Expanding within our current customer base. Our future growth and profitability depend on our ability to drive additional sales to existing customers. Customers often expand the use of our software within their organizations by increasing the number of developers using our products, increasing the utilization of our products for a particular use case, and expanding use of our products to additional use cases. We focus some of our direct sales efforts on encouraging these types of expansion within our customer base.

We believe that a useful indication of how our customer relationships have expanded over time is through our Net Expansion Rate, which is based upon trends in the rate at which customers increase their spend with us. To calculate an expansion rate as of the end of a given month, we start with the annualized spend from all such customers as of twelve months prior to that month end, or Prior Period Value. A customer’s annualized spend is measured as their ACV, or in the case of customers charged on usage-based arrangements, by annualizing the usage for that month. We then calculate the annualized spend from these same customers as of the given month end, or Current Period Value, which includes any growth in the value of their subscriptions or usage and is net of contraction or attrition over the prior twelve months. We then divide the Current Period Value by the Prior Period Value to arrive at an expansion rate. The Net Expansion Rate at the end of any period is the weighted average of the expansion rates as of the end of each of the trailing twelve months. The Net Expansion Rate includes the dollar-weighted value of our subscriptions or usage that expand, renew, contract, or attrit. For instance, if each customer had a one-year subscription and renewed its subscription for the exact same amount, then the Net Expansion Rate would be 100%. Customers who reduced their annual subscription dollar value (contraction) or did not renew their annual subscription (attrition) would adversely affect the Net Expansion Rate. Our Net Expansion Rate was slightly below 130% for the three months ended October 31, 2021. Until April 30, 2021, Net Expansion Rate was based on ACV, regardless of customers’ actual usage, and also did not include customers on month-to-month subscriptions. To better reflect actual customer behavior, we modified our Net Expansion Rate calculation to incorporate customers’ actual spending patterns and include customers on month-to-month subscriptions. The impact of this change on prior reported periods is immaterial.

As large organizations expand their use of the Elastic Stack across multiple use cases, projects, divisions and users, they often begin to require centralized provisioning, management and monitoring across multiple deployments. To satisfy these requirements, we offer the Elastic Enterprise subscription. We will continue to focus some of our direct sales efforts on driving adoption of our paid offerings.

Increasing adoption of Elastic Cloud. Elastic Cloud, our family of hosted offerings that includes Elasticsearch Service and Site Search Service, is an important growth opportunity for our business. Organizations are increasingly looking for hosted deployment alternatives with reduced administrative burdens. In some cases, users of our source available software that have been self-managing deployments of the Elastic Stack subsequently become paying subscribers of Elastic Cloud. Elastic Cloud contributed 33% and 26% to our total revenue for the six months ended October 31, 2021 and 2020, respectively. We believe that offering a hosted deployment alternative is important for achieving our long-term growth potential, and we expect Elastic Cloud’s contribution to our subscription revenue to increase over time. However, we expect that an increase in the relative contribution of Elastic Cloud to our business will have a modest adverse impact on our gross margin as a result of the associated third-party hosting costs.

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Components of Results of Operations

Revenue

Subscription. Our revenue is primarily generated through the sale of subscriptions to software, which is either self-managed by the user or hosted and managed by us in the cloud. Subscriptions provide the right to use paid proprietary software features and access to support for our paid and unpaid software.

A portion of the revenue from self-managed subscriptions is generally recognized up front at the point in time when the license is delivered. This revenue is presented as License – self-managed in our consolidated statements of operations. The remainder of revenue from self-managed subscriptions is recognized ratably over the subscription term while revenue from subscriptions that require access to the cloud or that are hosted and managed by us or by a partner on our behalf in the cloud is recognized ratably over the subscription term or on a usage basis; both are presented within Subscription – self-managed and SaaS in our consolidated statements of operations.

Professional services. Professional services is composed of consulting services as well as public and private training. Consulting services are generally time-based arrangements. Revenue for professional services is recognized as these services are performed.

Cost of Revenue

Subscription. Cost of license – self-managed consists of amortization of certain intangible assets. Cost of subscription – self-managed and SaaS consists primarily of personnel and related costs for employees associated with supporting our subscription arrangements, certain third-party expenses, and amortization of certain intangible and other assets. Personnel and related costs, or personnel costs, comprise cash compensation, benefits and stock-based compensation to employees, costs of third-party contractors, and allocated overhead costs. Third-party expenses consist of cloud hosting costs and other expenses directly associated with our customer support. We expect our cost of subscription – self-managed and SaaS to increase in absolute dollars as our subscription revenue increases.

Professional services. Cost of professional services revenue consists primarily of personnel costs directly associated with delivery of training, implementation and other professional services, costs of third-party contractors, facility rental charges and allocated overhead costs. We expect our cost of professional services revenue to increase in absolute dollars as we invest in our business and as professional services revenue increases.

Gross profit and gross margin. Gross profit represents revenue less cost of revenue. Gross margin, or gross profit as a percentage of revenue, has been and will continue to be affected by a variety of factors, including the timing of our acquisition of new customers and our renewals with existing customers, the average sales price of our subscriptions and professional services, the amount of our revenue represented by hosted services, the mix of subscriptions sold, the mix of revenue between subscriptions and professional services, the mix of professional services between consulting and training, transaction volume growth and support case volume growth. We expect our gross margin to fluctuate over time depending on the factors described above. We expect our revenue from Elastic Cloud to continue to increase as a percentage of total revenue, which we expect will adversely impact our gross margin as a result of the associated hosting costs.

Operating Expenses

Research and development. Research and development expense mainly consists of personnel costs and allocated overhead costs for employees and contractors. We expect our research and development expense to increase in absolute dollars for the foreseeable future as we continue to develop new technology and invest further in our existing products.

Sales and marketing. Sales and marketing expense mainly consists of personnel costs, commissions, allocated overhead costs and costs related to marketing programs and user events. Marketing programs consist of advertising, events, brand-building and customer acquisition and retention activities. We expect our sales and marketing expense to increase in absolute dollars as we expand our salesforce and increase our investments in marketing resources. We capitalize sales commissions and associated payroll taxes paid to internal sales personnel that are related to the acquisition of customer contracts. Sales commissions costs are amortized over the expected benefit period.

General and administrative. General and administrative expense mainly consists of personnel costs for our management, finance, legal, human resources, and other administrative employees. Our general and administrative expense also includes professional fees, accounting fees, audit fees, tax services and legal fees, as well as insurance, allocated overhead costs, and other corporate expenses. We expect our general and administrative expense to increase in absolute dollars as we

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increase the size of our general and administrative functions to support the growth of our business. We also anticipate that we will continue to incur additional costs for employees and third-party consulting services related to operating as a public company.

Other Income (Expense), Net

Other income, net primarily consists of gains and losses from transactions denominated in a currency other than the functional currency, interest income and interest expense.

Provision for Income Taxes

Provision for income taxes consists primarily of income taxes related to the Netherlands, U.S. federal, state and foreign jurisdictions in which we conduct business. Our effective tax rate is affected by recurring items, such as tax rates in jurisdictions outside the Netherlands and the relative amounts of income we earn in those jurisdictions, and non-deductible stock-based compensation.

Results of Operations

The period to period comparison of results is not necessarily indicative of results for future periods. The following tables set forth our results of operations for the periods presented in dollars:

	Three Months Ended October 31,				Six Months Ended October 31,
	2021		2020		2021		2020
	(in thousands)
Revenue
License - self-managed	$	18,117	$	15,514	$	34,338	$	30,393
Subscription - self-managed and SaaS	172,140		118,695		333,104		225,158
Total subscription revenue	190,257		134,209		367,442		255,551
Professional services	15,723		10,685		31,633		18,213
Total revenue	205,980		144,894		399,075		273,764
Cost of revenue (1)(2)(3)
Cost of license - self-managed	395		347		741		693
Cost of subscription - self-managed and SaaS	41,847		29,148		79,021		55,038
Total cost of revenue - subscription	42,242		29,495		79,762		55,731
Cost of professional services	11,642		8,953		23,784		17,548
Total cost of revenue	53,884		38,448		103,546		73,279
Gross profit	152,096		106,446		295,529		200,485
Operating expenses(1)(2)(3)(4)
Research and development	63,763		46,688		123,145		92,366
Sales and marketing	94,953		64,474		182,986		120,625
General and administrative	30,555		23,705		57,607		45,434
Total operating expenses	189,271		134,867		363,738		258,425
Operating loss (1)(2)(3)(4)	(37,175)		(28,421)		(68,209)		(57,940)
Other income (expense), net
Interest expense	(6,332)		(4)		(8,152)		(13)
Other income (expense), net	(666)		(80)		352		10,814
Loss before income taxes	(44,173)		(28,505)		(76,009)		(47,139)
Provision for income taxes	2,850		653		5,503		1,020
Net loss	$	(47,023)	$	(29,158)	$	(81,512)	$	(48,159)

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(1) Includes stock-based compensation expense as follows:

	Three Months Ended October 31,				Six Months Ended October 31,
	2021		2020		2021		2020
	(in thousands)
Cost of revenue
Cost of subscription - self managed and SaaS	$	2,064	$	1,860	$	4,198	$	3,226
Cost of professional services	1,292		976		2,867		1,928
Research and development	13,658		7,663		25,755		14,793
Sales and marketing	8,403		7,955		18,253		14,147
General and administrative	4,565		3,033		9,087		5,984
Total stock-based compensation expense	$	29,982	$	21,487	$	60,160	$	40,078

(2) Includes employer payroll taxes on employee stock transactions as follows:

	Three Months Ended October 31,				Six Months Ended October 31,
	2021		2020		2021		2020
	(in thousands)
Cost of revenue
Cost of subscription - self managed and SaaS	$	65	$	77	$	327	$	220
Cost of professional services	114		25		478		102
Research and development	655		465		2,253		1,459
Sales and marketing	1,671		614		3,362		1,771
General and administrative	87		462		571		1,199
Total employer payroll taxes on employee stock-based transactions	$	2,592	$	1,643	$	6,991	$	4,751

(3) Includes amortization of acquired intangible assets as follows:

	Three Months Ended October 31,				Six Months Ended October 31,
	2021		2020		2021		2020
	(in thousands)
Cost of revenue
Cost of license - self-managed	$	395	$	347	$	741	$	693
Cost of subscription - self-managed and SaaS	2,103		1,762		3,769		3,525
Sales and marketing	1,428		1,433		2,857		2,874
Total amortization of acquired intangibles	$	3,926	$	3,542	$	7,367	$	7,092

(4) Includes acquisition-related expenses as follows:

	Three Months Ended October 31,				Six Months Ended October 31,
	2021		2020		2021		2020
	(in thousands)
Research and development	$	982	$	—	$	982	$	—
General and administrative	1,060		—		1,286		—
Total acquisition-related expenses	$	2,042	$	—	$	2,268	$	—

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The following table sets forth selected condensed consolidated statements of operations data for each of the periods indicated as a percentage of total revenue:

	Three Months Ended October 31,				Six Months Ended October 31,
	2021		2020		2021		2020
Revenue
License - self-managed	9	%	11	%	9	%	11	%
Subscription - self-managed and SaaS	83	%	82	%	83	%	82	%
Total subscription revenue	92	%	93	%	92	%	93	%
Professional services	8	%	7	%	8	%	7	%
Total revenue	100	%	100	%	100	%	100	%
Cost of revenue (1)(2)(3)
Cost of license - self-managed	0	%	0	%	0	%	0	%
Cost of subscription - self-managed and SaaS	21	%	20	%	20	%	20	%
Total cost of revenue - subscription	21	%	20	%	20	%	20	%
Cost of professional services	5	%	7	%	6	%	7	%
Total cost of revenue	26	%	27	%	26	%	27	%
Gross profit	74	%	73	%	74	%	73	%
Operating expenses(1)(2)(3)(4)
Research and development	31	%	32	%	31	%	34	%
Sales and marketing	46	%	45	%	46	%	43	%
General and administrative	15	%	16	%	14	%	17	%
Total operating expenses	92	%	93	%	91	%	94	%
Operating loss (1)(2)(3)(4)	(18)	%	(20)	%	(17)	%	(21)	%
Other income (expense), net
Interest expense	(3)	%	0	%	(2)	%	0	%
Other income (expense), net	0	%	0	%	0	%	4	%
Loss before income taxes	(21)	%	(20)	%	(19)	%	(17)	%
Provision for income taxes	2	%	0	%	1	%	1	%
Net loss	(23)	%	(20)	%	(20)	%	(18)	%

(1) Includes stock-based compensation expense as follows:

	Three Months Ended October 31,				Six Months Ended October 31,
	2021		2020		2021		2020
Cost of revenue
Cost of subscription - self managed and SaaS	1	%	1	%	1	%	1	%
Cost of professional services	1	%	1	%	1	%	1	%
Research and development	7	%	5	%	6	%	6	%
Sales and marketing	4	%	6	%	5	%	5	%
General and administrative	2	%	2	%	2	%	2	%
Total stock-based compensation expense	15	%	15	%	15	%	15	%

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 (2) Includes employer payroll taxes on employee stock transactions as follows:

	Three Months Ended October 31,				Six Months Ended October 31,
	2021		2020		2021		2020
Cost of revenue
Cost of subscription - self managed and SaaS	0	%	0	%	0	%	0	%
Cost of professional services	0	%	0	%	0	%	0	%
Research and development	0	%	0	%	1	%	1	%
Sales and marketing	1	%	1	%	1	%	1	%
General and administrative	0	%	0	%	0	%	0	%
Total employer payroll taxes on employee stock-based transactions	1	%	1	%	2	%	2	%

(3) Includes amortization of acquired intangible assets as follows:

	Three Months Ended October 31,				Six Months Ended October 31,
	2021		2020		2021		2020
Cost of revenue
Cost of license - self-managed	0	%	0	%	0	%	0	%
Cost of subscription - self-managed and SaaS	1	%	1	%	1	%	2	%
Sales and marketing	1	%	1	%	1	%	1	%
Total amortization of acquired intangibles	2	%	2	%	2	%	3	%

 (4) Includes acquisition-related expenses as follows:

	Three Months Ended October 31,				Six Months Ended October 31,
	2021		2020		2021		2020
Research and development	0	%	0	%	0	%	0	%
General and administrative	1	%	0	%	0	%	0	%
Total acquisition-related expenses	1	%	0	%	0	%	0	%

Comparison of Three Months Ended October 31, 2021 and 2020

Revenue

	Three Months Ended October 31,				Change
	2021		2020		$		%
	(dollars in thousands)
Revenue
License - self-managed	$	18,117	$	15,514	$	2,603	17	%
Subscription - self-managed and SaaS	172,140		118,695		53,445		45	%
Total subscription revenue	190,257		134,209		56,048		42	%
Professional services	15,723		10,685		5,038		47	%
Total revenue	$	205,980	$	144,894	$	61,086	42	%

Total revenue increased by $61.1 million, or 42%, in the three months ended October 31, 2021, compared to the same period of the prior year.

Total subscription revenue increased $56.0 million, or 42%, in the three months ended October 31, 2021 compared to the same period of the prior year. The increase in revenue was primarily caused by volume-driven increases from new business, as existing customers purchased additional subscriptions, and we grew our subscription customer base to over 17,000 customers compared to over 12,900 customers in the same period of the prior year.

Professional services revenue increased by $5.0 million, or 47%, in the three months ended October 31, 2021, compared to the same period of the prior year. The increase in professional services revenue was attributable to increased adoption of our professional services offerings.

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Cost of Revenue and Gross Margin

	Three Months Ended October 31,						Change
	2021			2020			$		%
	(dollars in thousands)
Cost of revenue
Cost of license - self-managed	$	395		$	347		$	48	14	%
Cost of subscription - self-managed and SaaS	41,847			29,148			12,699		44	%
Total cost of revenue - subscription	42,242			29,495			12,747		43	%
Cost of professional services	11,642			8,953			2,689		30	%
Total cost of revenue	$	53,884		$	38,448		$	15,436	40	%
Gross profit	$	152,096		$	106,446		$	45,650	43	%
Gross margin:
License - self-managed	98		%	98		%
Subscriptions - self-managed and SaaS	76		%	75		%
Total subscription margin	78		%	78		%
Professional services	26		%	16		%
Total gross margin	74		%	73		%

Total cost of subscription revenue increased by $12.7 million, or 43%, in the three months ended October 31, 2021 compared to the same period of the prior year. This increase was primarily due to an increase of $9.5 million in cloud hosting costs, an increase of $1.7 million in personnel and related costs, and an increase of $0.6 million in partner fees. The increase in personnel and related costs includes an increase of $1.4 million in salaries and related taxes and $0.2 million in stock-based compensation.

Total subscription margin remained flat at 78% for the three months ended October 31, 2021 compared to the three months ended October 31, 2020.  

Cost of professional services revenue increased by $2.7 million, or 30%, in the three months ended October 31, 2021 compared to the same period of the prior year. This increase was primarily due to an increase of $1.3 million in personnel and related costs, mainly due to growth in headcount, and an increase in subcontractor costs of $1.1 million.

Gross margin for professional services revenue was 26% in the three months ended October 31, 2021 compared to 16% for the three months ended October 31, 2020. The increase in margin is primarily due to the increase in revenue, and a lower than proportionate increase in cost of professional services revenue. We continue to invest in headcount for our professional services organization that we believe will be needed as we continue to grow and expect travel related costs will increase in the future as COVID-19 risks and travel restrictions abate. Our gross margin for professional services may fluctuate, decline or be negative in the near-term as we seek to expand our professional services business.

Operating Expenses

Research and development

	Three Months Ended October 31,				Change
	2021		2020		$		%
	(dollars in thousands)
Research and development	$	63,763	$	46,688	$	17,075	37	%

Research and development expense increased by $17.1 million, or 37%, in the three months ended October 31, 2021 compared to the same period of the prior year as we continued to invest in the development of new and existing offerings. Personnel and related costs increased by $15.4 million primarily as a result of growth in headcount. Cloud hosting costs increased by $0.9 million and consulting expense increased by $0.7 million. The increase in personnel and related costs included an increase of $7.4 million in salaries and related taxes, an increase of $6.0 million in stock-based compensation expense, an increase of $1.0 million in acquisition-related compensation and an increase of $0.6 million in benefits expense.  

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Sales and marketing

	Three Months Ended October 31,				Change
	2021		2020		$		%
	(dollars in thousands)
Sales and marketing	$	94,953	$	64,474	$	30,479	47	%

Sales and marketing expense increased by $30.5 million, or 47%, in the three months ended October 31, 2021 compared to the same period of the prior year. This increase was primarily due to an increase of $25.7 million in personnel and related costs and a $0.9 million increase in software and equipment expense as we continued to increase our sales and marketing headcount. In addition, marketing expenses increased by $2.3 million and consulting expenses increased by $1.1 million. The increase in personnel and related costs included an increase of $16.4 million in salaries and related taxes, an increase of $6.0 million commissions expense related to the amortization of contract acquisition costs, an increase of $1.6 million in benefits expense and $0.4 million in stock-based compensation expense.  

General and administrative

	Three Months Ended October 31,				Change
	2021		2020		$		%
	(dollars in thousands)
General and administrative	$	30,555	$	23,705	$	6,850	29	%

General and administrative expense increased by $6.9 million, or 29%, in the three months ended October 31, 2021 compared to the same period of the prior year. This increase was primarily due to an increase of $2.7 million in legal and professional expenses. Personnel and related costs also increased $2.5 million due to growth in headcount. Bad debt expense increased $1.0 million and consulting expense also increased $0.4 million. The increase in personnel and related costs included increases of $1.5 million in stock-based compensation and $1.4 million in salaries and related taxes which were partially offset by a decrease in other miscellaneous employee related expenses of $0.4 million.  

Other Expense, Net

	Three Months Ended October 31,				Change
	2021		2020		$		%
	(dollars in thousands)
Other expense, net	$	(6,998)	$	(84)	$	(6,914)	8,231	%

Other expense, net was $7.0 million in the three months ended October 31, 2021 compared to $0.1 million in the same period of the prior year. This increase in other expense, net was primarily due to an increase of $6.4 million in interest expense due to issuance of long-term debt during the first quarter of the current fiscal year and an increase of $0.5 million in foreign currency loss relating to remeasurement of certain asset and liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded.

Provision for Income Taxes

	Three Months Ended October 31,				Change
	2021		2020		$		%
	(dollars in thousands)
Provision for income taxes	$	2,850	$	653	$	2,197	336	%

The provision for income taxes increased by $2.2 million in the three months ended October 31, 2021 compared to the same period of the prior year. Our effective tax rate was (6)% and (2)% of our net loss before taxes for the three months ended October 31, 2021 and 2020, respectively. Our effective tax rate is affected by recurring items, such as tax rates in jurisdictions outside the Netherlands and the relative amounts of income we earn in those jurisdictions. The increase in tax expense is driven primarily by growth in foreign jurisdictions for which are not subject to valuation allowances or net operating losses.

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Comparison of Six Months Ended October 31, 2021 and 2020

Revenue

	Six Months Ended October 31,				Change
	2021		2020		$		%
	(dollars in thousands)
Revenue
License - self-managed	$	34,338	$	30,393	$	3,945	13	%
Subscription - self-managed and SaaS	333,104		225,158		107,946		48	%
Total subscription revenue	367,442		255,551		111,891		44	%
Professional services	31,633		18,213		13,420		74	%
Total revenue	$	399,075	$	273,764	$	125,311	46	%

Total revenue increased by $125.3 million, or 46%, in the six months ended October 31, 2021, compared to the same period of the prior year.

Total subscription revenue increased $111.9 million, or 44%, in the six months ended October 31, 2021 compared to the same period of the prior year. The increase in revenue was primarily caused by volume-driven increases from new business, as existing customers purchased additional subscriptions and we grew our subscription customer base to over 17,000 customers compared to over 12,900 customers in the same period of the prior year.

Professional services revenue increased by $13.4 million, or 74%, in the six months ended October 31, 2021, compared to the same period of the prior year. The increase in professional services revenue was attributable to increased adoption of our professional services offerings.

Cost of Revenue and Gross Margin

	Six Months Ended October 31,						Change
	2021			2020			$		%
	(dollars in thousands)
Cost of revenue
Cost of license - self-managed	$	741		$	693		$	48	7	%
Cost of subscription - self-managed and SaaS	79,021			55,038			23,983		44	%
Total cost of revenue - subscription	79,762			55,731			24,031		43	%
Cost of professional services	23,784			17,548			6,236		36	%
Total cost of revenue	$	103,546		$	73,279		$	30,267	41	%
Gross profit	$	295,529		$	200,485		$	95,044	47	%
Gross margin:
License - self-managed	98		%	98		%
Subscriptions - self-managed and SaaS	76		%	76		%
Total subscription margin	78		%	78		%
Professional services	25		%	4		%
Total gross margin	74		%	73		%

Total cost of subscription revenue increased by $24.0 million, or 43%, in the six months ended October 31, 2021 compared to the same period of the prior year. This increase was primarily due to an increase of $17.0 million in cloud hosting costs and an increase of $4.1 million in personnel and related costs due to growth in headcount in our support organization. In addition, partner fees expenses increased by $1.2 million and consulting costs increased $0.5 million. The increase in personnel and related costs includes an increase of $2.9 million in salaries and related taxes, an increase of $1.0 million in stock-based compensation expense and a $0.2 million increase in employee benefits expense.  

Total subscription margin was flat at 78% for each of the six months ended October 31, 2021 compared to the six months ended October 31, 2020. 

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Cost of professional services revenue increased by $6.2 million, or 36%, in the six months ended October 31, 2021 compared to the same period of the prior year. This increase was primarily due to an increase of $3.5 million in personnel and related costs, including increases of $2.6 million in salaries and related taxes and $0.9 million in stock-based compensation. Subcontractor costs also increased $2.2 million.

Gross margin for professional services revenue was 25% in the six months ended October 31, 2021 compared to 4% in the six months ended October 31, 2020. The increase in margin is primarily due to the increase in revenue, and a lower than proportionate increase in cost of professional services revenue. We continue to invest in headcount for our professional services organization that we believe will be needed as we continue to grow and expect travel related costs will increase in the future as COVID-19 risks and travel restrictions abate. Our gross margin for professional services may fluctuate, decline or be negative in the near-term as we seek to expand our professional services business.

Operating Expenses

Research and development

	Six Months Ended October 31,				Change
	2021		2020		$		%
	(dollars in thousands)
Research and development	$	123,145	$	92,366	$	30,779	33	%

Research and development expense increased by $30.8 million, or 33%, in the six months ended October 31, 2021 compared to the same period of the prior year as we continued to invest in the development of new and existing offerings. Personnel and related costs increased $27.6 million and software and equipment expense increased $0.5 million primarily as a result of growth in headcount. Cloud hosting costs also increased $1.3 million and consulting expense increased $1.1 million. The increase in personnel and related costs includes an increase of $13.9 million in salaries and related taxes, an increase of $11.0 million in stock-based compensation expense, an increase of $1.1 million in employee benefits expense and an increase of $1.0 million in acquisition related compensation. 

Sales and marketing

	Six Months Ended October 31,				Change
	2021		2020		$		%
	(dollars in thousands)
Sales and marketing	$	182,986	$	120,625	$	62,361	52	%

Sales and marketing expense increased by $62.4 million, or 52%, in the six months ended October 31, 2021 compared to the same period of the prior year. This increase was primarily due to an increase of $49.9 million in personnel related costs and a $1.6 million increase in software and equipment charges as we continued to increase our sales and marketing headcount. In addition, marketing expenses increased $7.8 million, consulting expense increased $1.7 million and travel expense increased $1.2 million. The increase in personnel and related costs includes an increase of $29.1 million in salaries and related taxes, an increase of $12.0 million in commission expense, an increase of $4.1 million in stock-based compensation expense related to the amortization of contract acquisition costs and an increase of $2.7 million in employee benefits expense. 

General and administrative

	Six Months Ended October 31,				Change
	2021		2020		$		%
	(dollars in thousands)
General and administrative	$	57,607	$	45,434	$	12,173	27	%

General and administrative expense increased by $12.2 million, or 27%, in the six months ended October 31, 2021 compared to the same period of the prior year. This increase was primarily due to an increase of $5.1 million in legal and professional fees and a $4.2 million increase in personnel related costs. Bad debt expense also increased $1.1 million related to expected credit losses on accounts receivable and consulting expense increased $1.1 million. The increase in personnel and related costs includes an increase of $3.1 million in stock-based compensation expense and an increase of $1.8 million in salaries and related taxes which were partially offset by a decrease in other miscellaneous employee related expenses of $0.7 million.

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Other Income (Expense), Net

	Six Months Ended October 31,				Change
	2021		2020		$		%
	(dollars in thousands)
Other income (expense), net	$	(7,800)	$	10,801	$	(18,601)	(172)	%

Other expense, net was $7.8 million in the six months ended October 31, 2021 compared to net income of $10.8 million for the same period of the prior year. This was due to a decrease in foreign currency gain of $10.3 million and an increase of $8.3 million in interest expense due to issuance of long-term debt during the first quarter of the current fiscal year.

Provision for Income Taxes

	Six Months Ended October 31,				Change
	2021		2020		$		%
	(dollars in thousands)
Provision for income taxes	$	5,503	$	1,020	$	4,483	440	%

The provision for income taxes increased $4.5 million in the six months ended October 31, 2021 compared to the same period in the prior year. Our effective tax rate was (7)% and (2)% of our net loss before taxes for the six months ended October 31, 2021 and 2020, respectively. Our effective tax rate is affected by recurring items, such as tax rates in jurisdictions outside the Netherlands and the relative amounts of income we earn in those jurisdictions. The increase in tax expense from the prior year is due to increase in income in foreign jurisdictions and increase in withholding taxes.

Liquidity and Capital Resources

As of October 31, 2021, we had cash and cash equivalents and restricted cash of $876.1 million and $2.9 million, respectively, and working capital of $629.5 million. Our restricted cash consists primarily of cash on deposit with financial institutions in support of letters of credit in favor of landlords for non-cancelable lease agreements. We have generated significant operating losses from our operations as reflected in our accumulated deficit of $694.8 million as of October 31, 2021. We have historically incurred, and expect to continue to incur, operating losses and may generate negative cash flows from operations on an annual basis for the foreseeable future due to the investments we intend to make as described above, and as a result, we may require additional capital resources to execute on our strategic initiatives to grow our business.

We believe that our existing cash and cash equivalents will be sufficient to fund our operating and capital needs for at least the next 12 months, despite the uncertainty in the changing market and economic conditions related to COVID-19. Our assessment of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement and involves risks and uncertainties. Our actual results could vary as a result of, and our future capital requirements, both near-term and long-term, will depend on, many factors, including our growth rate, the timing and extent of spending to support our research and development efforts, the expansion of sales and marketing activities, the timing of new introductions of solutions or features, and the continuing market acceptance of our solutions and services. We may in the future enter into arrangements to acquire or invest in complementary businesses, services and technologies, including intellectual property rights. We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect. In July 2021, we issued long term debt of $575.0 million, and we may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, or if we cannot expand our operations or otherwise capitalize on our business opportunities because we lack sufficient capital, our business, operating results and financial condition would be adversely affected.

The following table summarizes our cash flows for the periods presented:

	Six Months Ended October 31,
	2021		2020
	(in thousands)
Net cash provided by operating activities	$	3,668	$	4,709
Net cash used in investing activities	$	(111,568)	$	(336)
Net cash provided by financing activities	$	586,597	$	45,230

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Net Cash Provided by Operating Activities

Net cash provided by operating activities during the six months ended October 31, 2021 was $3.7 million, which resulted from a net loss of $81.5 million and net cash outflow of $16.3 million from changes in operating assets and liabilities, fully offset by non-cash charges of $101.5 million. Non-cash charges primarily consisted of $59.6 million for stock-based compensation expense, $28.6 million for amortization of deferred contract acquisition costs, $9.3 million of depreciation and intangible asset amortization expense, $3.8 million in non-cash operating lease costs, amortization of debt issuance costs of $0.3 million expense and $0.1 million of other expenses which were partially offset by an increase in deferred income taxes of $0.2 million. The net cash outflow from changes in operating assets and liabilities was the result of an increase in deferred contract acquisition costs of $39.3 million as our sales commissions increased due to increased business volume, an increase of $1.1 million in prepaid expenses and other assets, a $4.0 million decrease in operating lease liabilities and a decrease of $3.5 million in deferred revenue. These outflows were partially offset by a net increase of $31.0 million in accounts payable, accrued expenses, accrued compensation and benefits and a decrease in accounts receivable of $0.5 million.

Net cash provided by operating activities during the six months ended October 31, 2020 was $4.7 million, which resulted from a net loss of $48.2 million adjusted for non-cash charges of $59.0 million and net cash outflow of $6.2 million from changes in operating assets and liabilities. Non-cash charges primarily consisted of $40.1 million for stock-based compensation expense, $18.2 million for amortization of deferred contract acquisition costs, $8.6 million of depreciation and intangible asset amortization expense and $3.4 million in non-cash operating lease costs which were partially offset by a foreign currency transaction gain of $10.9 million and a decrease in deferred income taxes of $0.3 million. The net cash outflow from changes in operating assets and liabilities was the result of an increase in deferred contract acquisition costs of $37.9 million as our sales commissions increased due to increased business volume, a net decrease of $4.4 million in accounts payable, accrued expenses, accrued compensation and benefits, and a $3.5 million decrease in operating lease liabilities. These outflows were partially offset by a $34.4 million increase in deferred revenue and a decrease of $5.1 million in prepaid expenses and other assets.

Net Cash Used in Investing Activities

Net cash used in investing activities during the six months ended October 31, 2021 was $111.6 million due to cash used in the acquisitions of $108.1 million, capitalization of $2.7 million in internal-use software costs and $0.8 million of capital expenditures.

Net cash used in investing activities during the six months ended October 31, 2020 was $0.3 million due to $1.7 million of capital expenditures which was partially offset by cash provided by other investing activities of $1.3 million during the period.

Net Cash Provided by Financing Activities

Net cash provided by financing activities during the six months ended October 31, 2021 was $586.6 million due to the proceeds of $575.0 million from debt issuance and $20.8 million of proceeds from option exercises during the period which were partially offset by $9.2 million payments of debt issuance costs.

Net cash provided by financing activities during the six months ended October 31, 2020 was $45.2 million due to proceeds from option exercises during the period.

Off Balance Sheet Arrangements

We did not have during the periods presented and we do not currently have any off balance sheet financing arrangements or any relationships with any unconsolidated entities or financial partnerships, including entities referred to as structured finance or special purpose entities, which were established for the purpose of facilitating off balance sheet arrangements or other contractually narrow or limited purposes.

Contractual Obligations and Commitments

Our principal commitments consist of obligations under our operating leases, which are primarily for office space, and purchase commitments to our cloud hosting providers. Except for those disclosed in Note 7 “Senior Notes” of our accompanying Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q, there have been no material changes to our contractual obligations and commitments discussed in our Annual Report on Form 10-K for the year ended April 30, 2021.

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Recently Issued Accounting Pronouncements

Refer to Note 2 of our accompanying Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q for recently adopted accounting pronouncements and new accounting pronouncements not yet adopted as of the date of this report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have operations both within the United States and internationally, and we are exposed to market risk in the ordinary course of our business.

Interest Rate Risk

We had cash, cash equivalents, and restricted cash of $879.0 million as of October 31, 2021. Our cash, cash equivalents, and restricted cash are held in cash deposits and money market funds. The primary objectives of our investment activities are the preservation of capital, the fulfillment of liquidity needs and the fiduciary control of cash and investments. We do not enter into investments for trading or speculative purposes. Due to the short-term nature of these instruments, we do not believe that an immediate 10% increase or decrease in interest rates would have a material effect on the fair value of our investment portfolio. Declines in interest rates, however, would reduce our future interest income.

In July 2021, we issued $575.0 million aggregate principal amount of 4.125% Senior Notes due 2029 in a private placement. The fair values of the Senior Notes are subject to market risk. In addition, the fair market value of the Senior Notes is exposed to interest rate risk. Generally, the fair market value of our fixed interest rate Senior Notes will increase as interest rates fall and decrease as interest rates rise. The interest rate and market value changes affect the fair value of the Senior Notes, but do not impact our financial position, cash flows or results of operations due to the fixed nature of the debt obligation. Additionally, we carry the Senior Notes at face value less unamortized debt issuance cost on our balance sheet, and we present the fair value for required disclosure purposes only.

Foreign Currency Risk

The majority of our revenue and expenses are denominated in U.S. dollars. To date, we have not had a formal hedging program with respect to foreign currency, but we may do so in the future if our exposure to foreign currency should become more significant. For business conducted outside of the United States, we may have both revenue and costs incurred in the local currency of the subsidiary, creating a partial natural hedge. Changes to exchange rates therefore have not had a significant impact on our operating results to date; however, we will continue to reassess our foreign exchange exposure as we continue to grow our business globally.

We have experienced and will continue to experience fluctuations in net loss as a result of transaction gains or losses related to remeasurement of certain asset and liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded. An immediate 10% increase or decrease in the relative value of the U.S. dollar to other currencies could have a material effect on our net loss. As a component of other income, net, we recognized a foreign currency transaction gain of $0.3 million and a foreign currency transaction gain of $10.6 million in the six months ended October 31, 2021 and 2020, respectively.

As of October 31, 2021, our cash, cash equivalents, and restricted cash were primarily denominated in U.S. dollars, Euros, and Great British Pounds. A 10% increase or decrease in current exchange rates would have an impact of approximately $15.9 million on our cash, cash equivalents, and restricted cash balances.

Inflation Risk

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. However, if our costs, in particular personnel, sales and marketing and hosting costs, were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, operating results and financial condition.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that

40

information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of October 31, 2021, our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act (a) is recorded, processed, summarized and reported within the time periods specified by the SEC rules and forms and (b) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information called for by this Item is incorporated herein by reference to Note 8 of our accompanying Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business, including patent, commercial, product liability, employment, class action, whistleblower and other litigation and claims, as well as governmental and other regulatory investigations and proceedings. In addition, third parties may from time to time assert claims against us in the form of letters and other communications. We are not currently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations, financial condition or cash flows. Future litigation may be necessary to defend ourselves, our partners and our customers by determining the scope, enforceability and validity of third-party proprietary rights, or to establish our proprietary rights. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

ITEM 1A. RISK FACTORS

A description of the risks and uncertainties associated with our business, industry and ownership of our ordinary shares is set forth below. You should carefully consider the following risks, together with all of the other information in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and the related notes thereto, before making a decision to invest in our ordinary shares. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that affect us. If any of the following risks occur, our business, financial condition, operating results and prospects could be materially and adversely affected. In that event, the price of our ordinary shares could decline, and you could lose part or all of your investment. In addition, the impact of the COVID-19 pandemic and any worsening of the economic environment may exacerbate the risks described below, any of which could have a material impact on us, and additional impacts may arise that we are not currently aware of.

The following is a summary of the key risks and uncertainties associated with our business, industry and ownership of our ordinary shares. The below summary does not contain all of the information that may be important to you, and you should read this summary together with the more detailed description of each risk factor contained in the subheadings below.

•If we do not appropriately manage future growth or are unable to improve our systems and processes, our business and results of operations will be adversely affected.

•We have a history of losses and may not be able to achieve profitability on a consistent basis or at all or positive cash flows on a consistent basis.

•Our future growth, business and results of operations will be harmed if we are not able to keep pace with technological and competitive developments, increase sales of our subscriptions to new and existing customers, renew existing customers’ subscriptions, increase adoption of our hosted offerings, respond effectively to evolving markets or offer high quality support services.

•Our ability to grow our business will depend, in part, on the expansion and adoption of our hosted offerings.

•The ongoing COVID-19 pandemic could harm our business and results of operations.

•Our operating results may fluctuate from quarter to quarter.

•Our decision to no longer offer Elasticsearch and Kibana under an open source license may harm the adoption of Elasticsearch and Kibana.

•We could be negatively impacted if the Elastic License or the Server Side Public License under which some of our software is licensed are not enforceable.

•Because of the permissive rights accorded to third parties under our open source and source available licenses, there are limited technological barriers to entry into the markets in which we compete.

•We may not be able to effectively develop and expand our sales and marketing capabilities.

•Because we recognize a significant portion of the revenue from subscriptions over the term of the relevant subscription period, downturns or upturns in sales are not immediately reflected in full in our results of operations.

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•A real or perceived defect, security vulnerability, error, or performance failure in our software could cause us to lose revenue, damage our reputation, and expose us to liability.

•Incorrect implementation or use of our software could negatively affect our business, operations, financial results, and growth prospects.

•Third parties may offer inadequate or defective implementations of software that we have previously made available under an open source license and our reputation could be harmed.

•Breaches of security measures or unauthorized access to private or proprietary data may result in our software being perceived as not secure, customers reducing or stopping usage of our products, and we may incur significant liabilities.

•Interruptions or performance problems, and our reliance on technologies from third parties may adversely affect our business operations and financial results.

•If our channel partners fail to perform or we are unable to maintain successful relationships with them or our other partners, our ability to market, sell and distribute our solution will be more limited, and our results of operations could be harmed.

•Failure to protect our proprietary technology and intellectual property rights could substantially harm our business and results of operations.

•We could incur substantial costs as a result of any claim of infringement, misappropriation or violation of another party’s intellectual property rights, including as a result of the indemnity provisions in various agreements.

•Our use of third-party open source software within our products could negatively affect our ability to sell our products and subject us to possible litigation.

•One of our marketing strategies is to offer some of our product features for free and to provide free trials to some of our paid features, and we may not be able to realize the benefits of this strategy.

•Our international business exposes us to several risks, and if we are not successful in sustaining and expanding our international business, we may incur additional losses and our revenue growth could be harmed.

•A portion of our revenue is generated by sales to government entities, and this creates a number of challenges and risks.

•Our business is subject to a variety of government and industry regulations, as well as other obligations, related to privacy, data protection and information security and compliance with export control, trade sanctions, anti-bribery, anti-corruption, and anti-money laundering laws.

•The market price for our ordinary shares has been and is likely to continue to be volatile.

•The concentration of our share ownership with insiders will likely limit your ability to influence corporate matters.

•We have a substantial amount of indebtedness and may not be able to generate sufficient cash to service all of our indebtedness.

•Dutch law and our articles of association include certain anti-takeover provisions.

•If industry or financial analysts do not publish research or reports about our business, or if they issue inaccurate or unfavorable research regarding our ordinary shares, our share price and trading volume could decline.

•Claims of U.S. civil liabilities may not be enforceable against us.

•We may fail to maintain an effective system of disclosure controls and internal control over financial reporting.

Risks Related to our Business and Industry

Our business and operations have experienced rapid growth, and if we do not appropriately manage future growth, if any, or are unable to improve our systems and processes, our business, financial condition, results of operations, and prospects will be adversely affected.

We have experienced rapid growth and increased demand for our offerings. Our employee headcount and number of customers have increased significantly. For example, our total number of customers has grown from over 2,800 as of April 30, 2017 to over 17,000 as of October 31, 2021. Further, our employee headcount is growing as a result of our growth plans. The growth and expansion of our business and offerings places a continuous and significant strain on our management, operational, and financial resources. In addition, as customers adopt our technology for an increasing number of use cases, we have had to

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support more complex commercial relationships. We may not be able to hire, train and retain enough qualified employees, and we may not be able to hire and train new employees fast enough, to maintain our growth plans. We must continue to improve and expand our information technology and financial infrastructure, our operating and administrative systems, our relationships with various partners and other third parties, and our ability to manage headcount and processes in an efficient manner to manage our growth to date and any future growth effectively.

We may not be able to sustain the diversity and pace of improvements to our offerings successfully or implement systems, processes, and controls in an efficient or timely manner or in a manner that does not negatively affect our results of operations. Our failure to improve our systems, processes, and controls, or their failure to operate in the intended manner, may result in our inability to manage the growth of our business and to forecast our revenue, expenses, and earnings accurately, or to prevent losses.

As we expand our business, we may find it difficult to maintain our corporate culture while managing our employee growth. Any failure to manage our anticipated growth and related organizational changes in a manner that preserves our culture could negatively impact future growth and achievement of our business objectives. Additionally, our productivity and the quality of our offerings may be adversely affected if we do not integrate and train our new employees quickly and effectively. Failure to manage any future growth effectively could result in increased costs, negatively affect our customers’ satisfaction with our offerings, and harm our results of operations.

We have a history of losses and may not be able to achieve profitability on a consistent basis or at all, and may not be able to achieve positive cash flows on a consistent basis. As a result, our business, financial condition, and results of operations may suffer.

We have incurred losses in all years since our incorporation. We incurred a net loss of $81.5 million for the six months ended October 31, 2021 and $129.4 million and $167.2 million in the years ended April 30, 2021 and 2020, respectively. As a result, we had an accumulated deficit of $694.8 million as of October 31, 2021. We anticipate that our operating expenses will increase substantially in the foreseeable future as we continue to enhance our offerings, broaden our customer base and pursue larger transactions, expand our sales and marketing activities, expand our operations, hire additional employees, and continue to develop our technology. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently, or at all, to offset these higher expenses. Revenue growth may slow or revenue may decline for a number of possible reasons, including slowing demand for our offerings, increasing competition, or economic downturns, including as a result of the COVID-19 pandemic. You should not consider our revenue growth in recent periods as indicative of our future performance. Any failure to increase our revenue or grow our business could prevent us from achieving profitability at all or on a consistent basis, which would cause our business, financial condition, and results of operations to suffer. Additionally, although we generated positive cash flow in fiscal 2021, any failure to grow our business could prevent us from achieving positive cash flow on a consistent basis, which would cause our business, financial condition, and results of operations to suffer.

We may not be able to compete successfully against current and future competitors.

The market for our products is highly competitive, quickly evolving, and subject to rapid changes in technology. We believe that our ability to compete depends upon many factors both within and beyond our control, including the following:

•product capabilities, including speed, scale, and relevance, with which to power search experiences;

•an extensible product “stack” that enables developers to build a wide variety of solutions;

•powerful and flexible technology that can manage a broad variety and large volume of data;

•ease of deployment and ease of use;

•ability to address a variety of evolving customer needs and use cases;

•strength and execution of sales and marketing strategies;

•flexible deployment model across public or private clouds, hybrid environments, or traditional on-premises environments;

•productized solutions engineered to be rapidly adopted to address specific applications;

•mindshare with developers and IT executives;

•adoption of products by many types of users and decision makers (developers, architects, DevOps personnel, IT professionals, security analysts, and departmental and organizational leaders);

•enterprise-grade technology that is secure and reliable;

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•size of customer base and level of user adoption;

•quality of training, consulting, and customer support;

•brand awareness and reputation; and

•low total cost of ownership.

We face competition from both established and emerging competitors. Our current primary competitors generally fall into the following categories:

•For Enterprise Search (app search, site search, and workplace search): incumbent offerings such as Solr (open source offering), Lucidworks Fusion, search tools including Google Custom Search Engine (an advertisement-based site search tool with limited user controls), and workplace search tools including Coveo, Endeca (owned by Oracle) and Autonomy (owned by Micro Focus).

•For Observability (logging, metrics, application performance monitoring (“APM”), and uptime monitoring): software vendors with specific observability solutions to analyze logging data, metrics, APM data, or infrastructure uptime, such as Splunk, New Relic, Dynatrace, AppDynamics (owned by Cisco Systems) and Datadog.

•For Security (SIEM and endpoint security): security analytics solutions vendors such as Splunk and Azure Sentinel (by Microsoft) and endpoint security vendors such as CrowdStrike, Carbon Black (owned by VMware), McAfee and Symantec (owned by Broadcom).

•Certain cloud hosting providers and managed service providers, including Amazon Web Services, that offer products based on a forked version of the Elastic Stack. These offerings are not supported by Elastic and come without any of Elastic’s proprietary features, whether free or paid.

Some of our current and potential competitors have longer operating histories, significantly greater financial, technical, marketing and other resources, stronger brand recognition, broader global distribution and presence, more established relationships with current or potential customers and partners, and larger customer bases than we do. These factors may allow our competitors to respond more quickly than we can to new or emerging technologies and changes in customer preferences. These competitors may engage in more extensive research and development efforts, undertake more far-reaching and successful sales and marketing campaigns, have more experienced sales professionals, execute more successfully on their go-to-market strategy and have greater access to more markets and decision makers, and adopt more aggressive pricing policies which may allow them to build larger customer bases than we have. New start-up companies that innovate and large competitors that are making significant investments in research and development may develop similar offerings that compete with our offerings or that achieve greater market acceptance than our offerings. This could attract customers away from our offerings and reduce our market share. If we are unable to anticipate or react to these competitive challenges, our competitive position would weaken, which would adversely affect our business and results of operations.

Our limited operating history makes it difficult to evaluate our current business and prospects and may increase the risks associated with your investment.

We were founded in 2012. Our limited operating history makes it difficult to evaluate our current business and our future prospects, including our ability to plan for and model future growth. We have encountered and will continue to encounter risks and difficulties frequently experienced by rapidly growing companies in constantly evolving industries, including the risks described in this Quarterly Report on Form 10-Q. If we do not address these risks successfully, our business and results of operations will be adversely affected, and the market price of our ordinary shares could decline.

Further, we have limited historical financial data, and we operate in a rapidly evolving market. As such, any predictions about our future revenue and expenses may not be as accurate as they would be if we had a longer operating history or operated in a more predictable market.

If we are not able to keep pace with technological and competitive developments, our business will be harmed.

The market for search technologies, including enterprise search, observability and security, is subject to rapid technological change, evolving industry standards, and changing regulations, as well as changing customer needs, requirements and preferences. Our success depends upon our ability to enhance existing products, expand the use cases of our products, anticipate and respond to changing customer needs, requirements and preferences, and develop and introduce in a timely manner new offerings that keep pace with technological and competitive developments. We have in the past experienced delays in releasing new products, deployment options and product enhancements and may experience similar delays in the future. As a result, in the past, some of our customers deferred purchasing our products until the next upgrade was released. Future delays or problems in the installation or implementation of our new releases may cause customers to forgo purchases of our products and purchase those of our competitors instead.

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Additionally, the success of new product introductions depends on a number of factors including, but not limited to, timely and successful product development, market acceptance, our ability to manage the risks associated with new product releases, the availability of software components for new products, the effective management of development and other spending in connection with anticipated demand for new products, the availability of newly developed products, and the risk that new products may have bugs, errors, or other defects or deficiencies in the early stages of introduction. We have in the past experienced bugs, errors, or other defects or deficiencies in new products and product updates and may have similar experiences in the future. Furthermore, our ability to increase the usage of our products depends, in part, on the development of new use cases for our products, which is typically driven by our developer community and may be outside of our control. We also have invested, and may continue to invest, in the acquisition of complementary businesses, technologies, services, products and other assets that expand the products that we can offer our customers, such as our recent acquisitions of build.security, Cmd and Optimyze and other past acquisitions. We may make these investments without being certain that they will result in products or enhancements that will be accepted by existing or prospective customers. Additionally, even if we are able to develop new products and product enhancements, we cannot ensure that they will achieve market acceptance. If we are unable to successfully enhance our existing products to meet evolving customer requirements, increase adoption and usage of our products, develop new products, or if our efforts to increase the usage of our products are more expensive than we expect, then our business, results of operations and financial condition would be adversely affected.

Our ability to grow our business will depend, in part, on the expansion and adoption of our hosted offerings.

We believe our future success will depend, in part, on the growth in the adoption of Elastic Cloud, our family of hosted offerings. We have and will continue to incur substantial costs to develop, sell and support our Elastic Cloud offerings. We believe that we must offer a family of hosted products to address the market segment that prefers a cloud-based solution to a self-managed solution and that there will be increasing demand for cloud-based offerings of our products. In the six months ended October 31, 2021 and 2020 Elastic Cloud contributed 33% and 26% of our total revenue, respectively. For the years ended April 30, 2021 and 2020, Elastic Cloud contributed 27% and 22% of our total revenue, respectively. However, as the use of cloud-based computing solutions is rapidly evolving, it is difficult to predict the potential growth, if any, of general market adoption, customer adoption and retention rates of our cloud-based offerings. There could be decreased demand for our cloud-based offerings due to reasons within or outside of our control, including, among other things, lack of customer acceptance, technological challenges with bringing cloud offerings to market and maintaining those offerings, security or privacy concerns, our inability to properly manage and support our cloud-based offerings, competing technologies and products, weakening economic conditions, and decreases in corporate spending. For example, Amazon Web Services offers hosted products based on a forked version of the Elastic Stack. As such, Amazon competes with us for potential customers, and while Amazon cannot provide our proprietary software, Amazon's offerings may reduce the demand for our offerings and the pricing of Amazon's offerings may limit our ability to adjust the price of our products. If we are not able to develop, market or deliver cloud-based offerings that satisfy customer requirements technically or commercially, or if our investments in cloud-based offerings do not yield the expected return, or if we are unable to decrease the cost of providing our cloud-based offerings, our business, competitive position, financial condition and results of operations may be harmed.

The markets for some of our products are evolving, and our future success depends on the growth and expansion of these markets and our ability to adapt and respond effectively to evolving markets.

The markets for certain of our products, such as our Enterprise Search, Observability and Security solutions, are evolving and our products are relatively new in these markets. Accordingly, it is difficult to predict continued customer adoption and renewals for these products, customers’ demand for these products, the size, growth rate, expansion, and longevity of these markets, the entry of competitive products, or the success of existing competitive products. Our ability to penetrate these evolving markets depends on a number of factors, including the cost, performance, and perceived value associated with our products. If these markets do not continue to grow as expected, or if we are unable to anticipate or react to changes in these markets, our competitive position would weaken, which would adversely affect our business and results of operations.

The ongoing COVID-19 pandemic could harm our business and results of operations.

The ongoing COVID-19 pandemic and efforts to control its spread have significantly curtailed the movement of people, goods and services worldwide, including in most or all of the regions in which we sell our products and services and conduct our business operations, negatively impacting worldwide economic activity. We have taken precautionary measures intended to help minimize the risk of the virus to our employees, our customers, and the communities in which we operate. The continued spread of the COVID-19 pandemic and the resurgence of infection rates in certain regions has caused us to continue to modify our business practices (including imposing restrictions on employee travel, adapting employee work locations, and holding events and trainings virtually), and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers, and business partners. There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus or otherwise be satisfactory to government authorities. The full extent to which COVID-19 and our precautionary measures may continue to impact our business will depend on future

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developments, which continue to be highly uncertain and cannot be predicted at this time, including but not limited to, the duration and geographic spread of the pandemic, its severity, the actions to contain the virus or treat its impact, future spikes of COVID-19 infections resulting in additional preventative measures to contain or mitigate the spread of the virus, the effectiveness, distribution and acceptance of COVID-19 vaccines, including the vaccines’ efficacy against emerging and more transmissible COVID-19 variants or mutant strains, and how quickly and to what extent normal economic and operating conditions can resume. It has been and, until the COVID-19 pandemic is contained and global economic activity stabilizes, will continue to be more difficult for us to forecast our operating results. The magnitude and duration of the disruption and resulting decline in business activity remains uncertain and could negatively impact our sales and marketing efforts, our ability to enter into customer contracts in a timely manner, our international expansion efforts, our ability to deliver professional services, our ability to recruit employees across the organization which, in turn, could have longer term effects on our sales pipeline, or create operational or other challenges, any of which could harm our business.

We are slowly moving toward normal operations on a market-by-market basis in accordance with local guidelines. Our approach may vary among geographies depending on local guidelines, and may change at any time, including in response to new or reimposed precautionary measures as the pandemic evolves. We may incorporate into our ongoing business operations certain business practice modifications implemented in response to the COVID-19 pandemic. These business modifications have and may continue to result in inefficiencies, delays and additional costs, including increased tax compliance obligations, that may adversely affect our business. In regions where we permit our employees to return to our offices and we resume in-person meetings and events, we may face additional challenges and incur additional costs, including those associated with workplace safety protocols, disparate regional safety guidelines and workplace or labor disputes or claims related to COVID-19, which could also negatively impact our business.

In addition, the COVID-19 pandemic has disrupted, and may continue to disrupt, the operations of our customers, vendors, channel partners and government entities for an indefinite period of time, including in specific regions of the world or sectors of the economy and as a result of travel restrictions and/or business shutdowns, all of which could negatively impact our business and results of operations, including cash flows. Further, the impact of the COVID-19 pandemic has varied significantly across different industries with certain industries experiencing increased demand for their products and services as the needs of the economy shift, while others have struggled to maintain demand for their products and services consistent with historical levels. Because we have a limited history in understanding these impacts, our ability to adapt our sales and marketing initiatives to such changes may be uncertain and our ability to forecast rates of customer retention and expansion may be negatively impacted.

Even after the COVID-19 pandemic has subsided, we may continue to experience materially adverse impacts to our business as a result of its global economic impact, including any recession, economic downturn, or increased unemployment that has occurred or may occur in the future. There has been increased scrutiny of business (including technology) spending by our customers and prospective customers, particularly in industries most impacted by the COVID-19 pandemic, longer sales cycles, as well as reduced demand for our solutions, customers failing to pay us under the terms of our agreements, increased cyber threats, lower renewal rates by our customers and increased competition, all of which could result in a material adverse impact on our business operations and financial condition.

While we have developed and continue to develop plans intended to help mitigate the negative impacts of the pandemic on our business, these efforts may not be effective and a protracted economic downturn may limit the effectiveness of our mitigation efforts.

Our operating results are likely to fluctuate from quarter to quarter, and our financial results in any one quarter should not be relied upon as indicative of future performance.

Our results of operations, including our revenue, cost of revenue, gross margin, operating expenses, cash flow and deferred revenue, have fluctuated from quarter-to-quarter in the past and may continue to vary significantly in the future so that period-to-period comparisons of our results of operations may not be meaningful. Accordingly, our financial results in any one quarter should not be relied upon as indicative of future performance. Our quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of our control, may be difficult to predict, and may or may not fully reflect the underlying performance of our business. Factors that may cause fluctuations in our quarterly financial results include:

•our ability to attract new and retain existing customers;

•the loss of existing customers;

•customer renewal rates;

•our ability to successfully expand our business in the U.S. and internationally;

•our ability to foster an ecosystem of developers and users to expand the use cases of our products;

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•our ability to gain new partners and retain existing partners;

•fluctuations in the growth rate of the overall market that our products address;

•fluctuations in the mix of our revenue, which may impact our gross margins and operating income;

•the amount and timing of operating expenses related to the maintenance and expansion of our business and operations, including investments in sales and marketing, research and development and general and administrative resources;

•network outages or performance degradation of Elastic Cloud;

•actual or perceived breaches of, or failures or incidents relating to, privacy, data protection or information security;

•additions or departures of key personnel;

•the impact of catastrophic events, man-made problems such as terrorism, natural disasters and public health epidemics and pandemics;

•general political, economic, industry and market conditions;

•increases or decreases in the number of elements of our subscriptions or pricing changes upon any renewals of customer agreements;

•changes in our pricing policies or those of our competitors;

•the budgeting cycles and purchasing practices of customers;

•decisions by potential customers to purchase alternative solutions;

•decisions by potential customers to develop in-house solutions as alternatives to our products;

•insolvency or credit difficulties confronting our customers, which could adversely affect their ability to purchase or pay for our offerings;

•our ability to collect timely on invoices or receivables;

•delays in our ability to fulfill our customers’ orders;

•the cost and potential outcomes of future litigation or other disputes;

•future accounting pronouncements or changes in our accounting policies;

•our overall effective tax rate, including impacts caused by any reorganization in our corporate tax structure and any new legislation or regulatory developments;

•fluctuations in stock-based compensation expense;

•fluctuations in foreign currency exchange rates;

•the timing and success of new offerings introduced by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, customers or partners;

•the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill from acquired companies; and

•other risk factors described in this Quarterly Report on Form 10-Q.

The impact of one or more of the foregoing or other factors may cause our operating results to vary significantly. For example, the full impact of the COVID-19 pandemic is unknown and continues to evolve rapidly, and could result in material adverse changes in our results of operations for an unknown period of time as the virus and its related political, social and economic impacts spread. Such fluctuations could cause us to fail to meet the expectations of investors or securities analysts, which could cause the trading price of our ordinary shares to fall substantially, and we could face costly lawsuits, including securities class action suits, which could have an adverse effect on our business.

If we are unable to increase sales of our subscriptions to new customers, sell additional subscriptions to our existing customers, or expand the value of our existing customers’ subscriptions, our future revenue and results of operations will be harmed.

We offer certain features of our products with no payment required. Customers purchase subscriptions in order to gain access to additional functionality and support. Our future success depends on our ability to sell our subscriptions to new customers, including to large enterprises, and to expand the deployment of our offerings with existing customers by selling paid subscriptions to our existing users and expanding the value and number of existing customers’ subscriptions. Our ability to sell

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new subscriptions depends on a number of factors, including the prices of our offerings, the prices of products offered by our competitors, and the budgets of our customers. We also face difficulty in displacing the products of incumbent competitors. In addition, a significant aspect of our sales and marketing focus is to expand deployments within existing customers. The rate at which our existing customers purchase additional subscriptions and expand the value of existing subscriptions depends on a number of factors, including customers’ level of satisfaction with our offerings, the nature and size of the deployments, the desire to address additional use cases, and the perceived need for additional features, as well as general economic conditions. If our existing customers do not purchase additional subscriptions or expand the value of their subscriptions, our Net Expansion Rate may decline. We rely in large part on our customers to identify new use cases for our products in order to expand such deployments and grow our business. If our customers do not recognize the potential of our offerings, our business would be materially and adversely affected. If our efforts to sell subscriptions to new customers and to expand deployments at existing customers are not successful, our total revenue and revenue growth rate may decline and our business will suffer.

If our existing customers do not renew their subscriptions, it could have an adverse effect on our business and results of operations.

We expect to derive a significant portion of our revenue from renewals of existing subscriptions. Our customers have no contractual obligation to renew their subscriptions after the completion of their subscription term. Our subscriptions for self-managed deployments typically range from one to three years, while many of our Elastic Cloud customers purchase subscriptions either on a month-to-month basis or on a committed contract of at least one year in duration.

Our customers’ renewal rates may decline or fluctuate as a result of a number of factors, including their satisfaction with our products and our customer support, our products’ ability to integrate with new and changing technologies, the frequency and severity of product outages, our product uptime or latency, and the pricing of our, or competing, products. If our customers renew their subscriptions, they may renew for shorter subscription terms or on other terms that are less economically beneficial to us. We may not accurately predict future renewal trends. If our existing customers do not renew their subscriptions, or renew on less favorable terms, our revenue may grow more slowly than expected or decline.

Our decision to no longer offer Elasticsearch and Kibana under an open source license may harm the adoption of Elasticsearch and Kibana.

In February 2021, with the release of version 7.11 of the Elastic Stack, we changed the source code of Elasticsearch and Kibana that had historically been licensed under Apache 2.0 (“Apache 2.0”), to be dual licensed under Elastic License 2.0 and the Server Side Public License Version 1.0 (“SSPL”), at the user’s election. Neither the Elastic License nor the SSPL has been approved by the Open Source Initiative or is included in the Free Software Foundation’s list of free software licenses. Further, neither has been interpreted by any court. While the vast majority of downloads of Elasticsearch and Kibana from mid-2018 through early 2021 were licensed under the Elastic License, the removal of the Apache 2.0 alternative could negatively impact certain developers for whom the availability of an open source license was important. In addition, some developers and the companies for whom they work may be hesitant to download or upgrade to new versions of Elasticsearch or Kibana under the Elastic License or SSPL because of uncertainty around how these licenses may be interpreted and enforced. Other developers, including competitors of Elastic such as Amazon, have announced that they have “forked” Elasticsearch and Kibana. For example, Amazon has launched an open source project called OpenSearch based on a forked version of the Elastic Stack, which is licensed under Apache 2.0, and rebranded their existing Elasticsearch Service to OpenSearch Service. The combination of uncertainty around our dual license model and the potential competition from the forked versions of our software may negatively impact adoption of Elasticsearch and Kibana, which in turn could lead to reduced brand and product awareness, ultimately leading to a decline in paying customers, which could harm our ability to grow our business or achieve profitability.

We could be negatively impacted if the Elastic License or SSPL under which some of our software is licensed are not enforceable.

We make the source code of our products available under Apache 2.0, the Elastic License, or dual licensed under the Elastic License and SSPL, depending on the product and version. Apache 2.0 is a permissive open source license that allows licensees to freely copy, modify and distribute Apache 2.0-licensed software provided that they meet certain conditions. The Elastic License is our proprietary source available license. The Elastic License permits licensees to use, copy, modify and distribute the licensed software provided that they do not offer access to the software as a cloud service, interfere with the license key or remove proprietary notices. SSPL is a source available license that is based on the GNU Affero General Public License (“AGPL”) open source license and permits licensees to copy, modify and distribute SSPL-licensed software, but expressly requires licensees that offer the SSPL-licensed software as a third-party service to open source all of the software that they use to offer such service. We rely upon the enforceability of the restrictions set forth in the Elastic License and SSPL to protect our proprietary interests. It is possible that a court could hold that the Elastic License or SSPL are unenforceable. If a court held that the Elastic License or SSPL or certain aspects of these licenses are unenforceable, others may be able to use our

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software to compete with us in the marketplace in a manner not subject to the restrictions set forth in the Elastic License or SSPL.

Because of the permissive rights accorded to third parties under our open source and source available licenses, there are limited technological barriers to entry into the markets in which we compete and it may be relatively easy for competitors, some of whom may have greater resources than we have, to enter our markets and compete with us.

Anyone may obtain access to source code for the features of our software that we have licensed under open source or source available licenses. Depending on the product and version of the Elastic software, this source code is either available under Apache 2.0, SSPL, or the Elastic License. Each of these licenses allow anyone, subject to compliance with the conditions of the applicable license, to redistribute our software in modified or unmodified form and use it to compete in our markets. Such competition can develop without the degree of overhead and lead time required by traditional proprietary software companies, due to the rights granted to licensees of open source and source available software. It is possible for competitors to develop their own software, including software based on our products, potentially reducing the demand for our products and putting pricing pressure on our subscriptions. For example, Amazon offers some of the features that we had previously made available under an open source license as part of its Amazon Web Services offering. As such, Amazon competes with us for potential customers, and while Amazon cannot provide our proprietary software, Amazon’s offerings may reduce the demand for our offerings and the pricing of Amazon’s offerings may limit our ability to adjust the price of our products. We cannot guarantee that we will be able to compete successfully against current and future competitors or that competitive pressure or the availability of new software will not result in price reductions, reduced operating margins and loss of market share, any one of which could harm our business, financial condition, results of operations and cash flows.

If we do not effectively develop and expand our sales and marketing capabilities, including expanding and training our sales force, we may be unable to add new customers, increase sales to existing customers or expand the value of our existing customers’ subscriptions and our business will be adversely affected.

We dedicate significant resources to sales and marketing initiatives, which require us to invest significant financial and other resources, including in markets in which we have limited or no experience. Our business and results of operations will be harmed if our sales and marketing efforts do not generate significant revenue increases or increases that are smaller than anticipated.

We may not achieve revenue growth from expanding our sales force if we are unable to hire, train, and retain talented and effective sales personnel. We depend on our sales force to obtain new customers and to drive additional sales to existing customers. We believe that there is significant competition for sales personnel, including sales representatives, sales managers, and sales engineers, with the requisite skills and technical knowledge. Our ability to achieve significant revenue growth will depend, in large part, on our success in recruiting, training and retaining sufficient sales personnel to support our growth, and as we introduce new products, solutions and marketing strategies, we may need to re-train existing sales personnel. New hires require significant training and may take significant time before they achieve full productivity. Our recent hires and planned hires may not become productive as quickly as we expect, and we may be unable to hire or retain sufficient numbers of qualified individuals in the markets where we do business or plan to do business. In addition, particularly as we continue to grow rapidly, a large percentage of our sales force will have relatively little experience working with us, our subscriptions, and our business model. If we are unable to hire and train sufficient numbers of effective sales personnel, our new and existing sales personnel are unable to achieve desired productivity levels in a reasonable period of time, our sales personnel are not successful in obtaining new customers or increasing sales to our existing customer base, or our sales and marketing programs are not effective, our growth and results of operations could be negatively impacted and our business will be harmed.

Our ability to increase sales of our offerings is highly dependent on the quality of our customer support, and our failure to offer high quality support would have an adverse effect on our business, reputation and results of operations.

After our products are deployed within our customers’ IT environments, our customers depend on our technical support services to resolve issues relating to our products. If we do not succeed in helping our customers quickly resolve post-deployment issues or provide effective ongoing support and education on our products, our ability to sell additional subscriptions to existing customers or expand the value of existing customers’ subscriptions would be adversely affected and our reputation with potential customers could be damaged. Many larger enterprise and government entity customers have more complex IT environments and require higher levels of support than smaller customers. If we fail to meet the requirements of these enterprise customers, it may be more difficult to grow sales with them.

Additionally, it can take several months to recruit, hire, and train qualified technical support employees. We may not be able to hire such resources fast enough to keep up with demand, particularly if the sales of our offerings exceed our internal forecasts. Due to the ongoing uncertainty related to the COVID-19 pandemic, there may also be more competition for qualified

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employees and delays in hiring, onboarding and training new employees. To the extent that we are unsuccessful in hiring, training, and retaining adequate support resources, our ability to provide adequate and timely support to our customers, and our customers’ satisfaction with our offerings, will be adversely affected. Our failure to provide and maintain, or a market perception that we do not provide or maintain, high-quality support services would have an adverse effect on our business, financial condition, and results of operations.

We rely significantly on revenue from subscriptions and, because we recognize a significant portion of the revenue from subscriptions over the term of the relevant subscription period, downturns or upturns in sales are not immediately reflected in full in our results of operations.

Subscription revenue accounts for the substantial majority of our revenue, comprising 92%, 93% and 92% of total revenue in the six months ended October 31, 2021 and the years ended April 30, 2021 and 2020, respectively. We recognize a significant portion of our subscription revenue monthly over the term of the relevant time period. As a result, much of the subscription revenue we report each fiscal quarter is the recognition of deferred revenue from subscription contracts entered into during previous fiscal quarters. Consequently, a decline in new or renewed subscriptions in any one fiscal quarter will not be fully or immediately reflected in revenue in that fiscal quarter and will negatively affect our revenue in future fiscal quarters. Accordingly, the effect of significant downturns in new or renewed sales of our subscriptions is not reflected in full in our results of operations until future periods.

A real or perceived defect, security vulnerability, error, or performance failure in our software could cause us to lose revenue, damage our reputation, and expose us to liability.

Our products are inherently complex and, despite extensive testing and quality control, have in the past and may in the future contain defects or errors, especially when first introduced, or otherwise not perform as contemplated. These defects, security vulnerabilities, errors or performance failures could cause damage to our reputation, loss of customers or revenue, product returns, order cancellations, service terminations, or lack of market acceptance of our software. As the use of our products, including products that were recently acquired or developed, expands to more sensitive, secure, or mission critical uses by our customers, we may be subject to increased scrutiny, potential reputational risk, or potential liability should our software fail to perform as contemplated in such deployments. We have in the past and may in the future need to issue corrective releases of our software to fix these defects, errors or performance failures, which could require us to allocate significant research and development and customer support resources to address these problems.

Any limitation of liability provisions that may be contained in our customer and partner agreements may not be effective as a result of existing or future applicable law or unfavorable judicial decisions. The sale and support of our products entail the risk of liability claims, which could be substantial in light of the use of our products in enterprise-wide environments. In addition, our insurance against this liability may not be adequate to cover a potential claim.

Incorrect implementation or use of, or our customers’ failure to update, our software could result in customer dissatisfaction and negatively affect our business, operations, financial results, and growth prospects.

Our products are often operated in large scale, complex IT environments. Our customers and some partners require training and experience in the proper use of and the benefits that can be derived from our products to maximize their potential. If our products are not implemented, configured, updated or used correctly or as intended, or in a timely manner, inadequate performance, errors, loss of data, corruptions and/or security vulnerabilities may result. For example, there have been and may in the future continue to be, reports of our customers not properly securing implementations of our products, which can result in unprotected data. Because our customers rely on our software to manage a wide range of operations, the incorrect implementation, use of, or our customers’ failure to update our software or our failure to train customers on how to use our software productively may result in customer dissatisfaction, negative publicity and may adversely affect our reputation and brand. Failure by us to effectively provide training and implementation services to our customers could result in lost opportunities for follow-on sales to these customers and decrease subscriptions by new customers, and adversely affect our business and growth prospects.

If third parties offer inadequate or defective implementations of software that we have previously made available under an open source license, our reputation could be harmed.

Certain cloud hosting providers and managed service providers, including Amazon Web Services, offer hosted products based on a forked version of the Elastic Stack. These offerings are not supported by us and come without any of our proprietary features. We do not control how these third parties may use or offer our open source technology. These third parties could inadequately or incorrectly implement our open source technology, or fail to update such technology in light of changing technological or security requirements, which could result in real or perceived defects, security vulnerabilities, errors, or performance failures with respect to their offerings. Users, customers, and potential customers could confuse these third-party products with our products, and attribute such defects, security vulnerabilities, errors, or performance failures to our products.

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Any damage to our reputation and brand from defective implementations of our open source software could result in lost sales and lack of market acceptance of our products and could adversely affect our business and growth prospects.

We rely on traditional web search engines to direct traffic to our website. If our website fails to rank prominently in unpaid search results, traffic to our website could decline and our business would be adversely affected.

Our success depends in part on our ability to attract users through unpaid Internet search results on traditional web search engines, such as Google. The number of users we attract to our website from search engines is due in large part to how and where our website ranks in unpaid search results. These rankings can be affected by a number of factors, many of which are not in our direct control, and they may change frequently. For example, a search engine may change its ranking algorithms, methodologies or design layouts. As a result, links to our website may not be prominent enough to drive traffic to our website, and we may not know how or otherwise be in a position to influence the results. Any reduction in the number of users directed to our website could reduce our revenue or require us to increase our customer acquisition expenditures.

If our security measures are breached, a security incident occurs, or unauthorized access to private or proprietary data is otherwise obtained, our software may be perceived as not being secure, customers may reduce the use of or stop using our products, and we may incur significant liabilities.

Any security breach or incident, including those resulting from a cybersecurity attack, phishing attack, or any unauthorized access, unauthorized usage, virus, malware, ransomware or similar breach or disruption to our networks and systems, or those of third parties upon which we rely, could result in the loss of confidential information, damage to our reputation, litigation, regulatory investigations or other liabilities. These attacks may come from individual hackers, criminal groups, and state-sponsored organizations, and security breaches and incidents may arise from other sources, such as employee or contractor error or malfeasance. Cyber threats are constantly evolving and becoming increasingly sophisticated and complex, increasing the difficulty of detecting and successfully defending against them. As a provider of security solutions, we may be specifically targeted by bad actors for attacks intended to circumvent our security capabilities as an entry point into customers’ endpoints, networks, or systems. If our security measures are breached or otherwise compromised as a result of third-party action, employee error, defect or bug in our products, malfeasance or otherwise and, as a result, someone obtains unauthorized access to our confidential information or personal information or the confidential information or personal information of our customers, or if any of these are perceived or reported to occur, we may suffer the loss, compromise, corruption or destruction of our or our customers’ sensitive and proprietary information, we may face a loss in intellectual property protection, our reputation may be damaged, our business may suffer and we could be subject to claims, demands, regulatory investigations and other proceedings, indemnity obligations, and otherwise incur significant liability. Even the perception of inadequate security may damage our reputation and negatively impact our ability to win new customers and retain existing customers. Further, we could be required to expend significant capital and other resources to address any data security incident or breach, and we may face difficulties or delays in identifying and responding to any security breach or incident.

In addition, many of our customers may use our software for processing their sensitive and proprietary information, including business strategies, financial and operational data, personal or identifying information and other related data. As a result, unauthorized access to or use of our software or this data could result in the loss, compromise, corruption or destruction of our customers’ sensitive and proprietary information and lead to claims, demands, litigation, regulatory investigations and claims, indemnity obligations, and other liabilities. It could also hinder our ability to obtain and maintain information security certifications that support customers’ adoption of our products and our retention of those customers. We have implemented administrative, technical and physical measures designed to protect the integrity of customer information and prevent data loss, misappropriation and other security breaches and incidents and may incur significant costs in connection with the implementation of additional preventative measures in the future.

We engage third-party vendors and service providers to store and otherwise process some of our and our customers’ data, including sensitive and personal information. There have been and may continue to be significant supply chain cyber attacks generally, and our third-party vendors and service providers may be targeted or impacted by such attacks, and they face other risks of security breaches and incidents. We cannot guarantee that our or our third-party vendors and service providers’ systems and networks have not been breached or otherwise compromised or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to our systems and networks or the systems and networks of third parties that support us and our services. Our ability to monitor our third-party vendors and service providers’ data security is limited, and, in any event, third parties may be able to circumvent those security measures, resulting in the unauthorized access to, or misuse, disclosure, loss, destruction, or other unauthorized processing of our and our customers’ data, including sensitive and personal information.

Techniques used to sabotage or obtain unauthorized access to systems or networks are constantly evolving and, in some instances, are not identified until launched against a target. We and our service providers may be unable to anticipate these techniques, react in a timely manner, or implement adequate preventative measures. Security risks are also heightened during the ongoing COVID-19 pandemic as more individuals are working remotely and utilizing home networks for

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transmitting information, and reported ransomware incidents with significant operational impacts also appear to be escalating in frequency and degree. In addition, laws, regulations, government guidance, and industry standards and practices in the United States and elsewhere are rapidly evolving to combat these threats. We may face increased compliance burdens regarding such requirements with regulators and customers regarding our products and services and also incur additional costs for oversight and monitoring of our own supply chain. We and our customers may also experience increased costs associated with security measures and increased risk of suffering cyberattacks, including ransomware. Should we or the third-party vendors upon which we rely experience such attacks, including from ransomware or other security breaches or incidents, our operations may also be hindered or interrupted due to system disruptions or otherwise, with foreseeable secondary contractual, regulatory, financial, and reputational harms that may arise from such an incident.

Further, we cannot assure that any limitations of liability provisions in our customer and user agreements, contracts with third-party vendors and service providers or other contracts would be enforceable or adequate or would otherwise protect us from any liabilities or damages with respect to any particular claim relating to a security breach or other security-related matter. We also cannot be sure that our existing insurance coverage will continue to be available on acceptable terms or will be available in sufficient amounts to cover claims related to a security incident or breach, or that the insurer will not deny coverage as to any future claim. The successful assertion of claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, including our financial condition, operating results, and reputation.

Interruptions or performance problems associated with our technology and infrastructure, and our reliance on technologies from third parties, may adversely affect our business operations and financial results.

We rely on third-party cloud platforms to host our cloud offerings. If we experience an interruption in service for any reason, our cloud offerings would similarly be interrupted. The COVID-19 pandemic could also disrupt the supply chain of hardware needed to maintain our third-party data center operations. An interruption in our services to our customers could cause our customers’ internal and consumer-facing applications to not function properly, which could have a material adverse effect on our business, results of operations, customer relationships and reputation.

In addition, our website and internal technology infrastructure may experience performance issues due to a variety of factors, including infrastructure changes, human or software errors, website or third-party hosting disruptions, capacity constraints, technical failures, natural disasters or fraud or security attacks. Our use of third-party open source software may increase this risk. If our website is unavailable or our users are unable to download our products or order subscriptions or services within a reasonable amount of time or at all, our business could be harmed. We expect to continue to make significant investments to maintain and improve website performance and to enable rapid releases of new features and applications for our products. To the extent that we do not effectively upgrade our systems as needed and continually develop our technology to accommodate actual and anticipated changes in technology, our business and results of operations may be harmed.

We rely on third-party service providers for many aspects of our business, and any failure to maintain these relationships could harm our business.

Our success depends upon our relationships with third-party service providers, including providers of cloud hosting infrastructure, customer relationship management systems, financial reporting systems, human resource management systems, credit card processing platforms, marketing automation systems, and payroll processing systems, among others. If any of these third parties experience difficulty meeting our requirements or standards, become unavailable due to extended outages or interruptions, temporarily or permanently cease operations, face financial distress or other business disruptions such as a security incident, increase their fees, if our relationships with any of these providers deteriorate, or if any of the agreements we have entered into with such third parties are terminated or not renewed without adequate transition arrangements, we could suffer liabilities, penalties, fines, increased costs and delays in our ability to provide customers with our products and services, our ability to manage our finances could be interrupted, receipt of payments from customers may be delayed, our processes for managing sales of our offerings could be impaired, our ability to generate and manage sales leads could be weakened, or our business operations could be disrupted. Any of such disruptions may adversely impact our business and our financial condition, results of operations or cash flows could be adversely affected until we replace such providers or develop replacement technology or operations. In addition, if we are unsuccessful in identifying high-quality service providers, negotiating cost-effective relationships with them or effectively managing these relationships, it could adversely affect our business and financial results.

The length of our sales cycle can be unpredictable, particularly with respect to sales through our channel partners or sales to large customers, and our sales efforts may require considerable time and expense.

Our results of operations may fluctuate, in part, because of the length and variability of the sales cycle of our subscriptions and the difficulty in making short-term adjustments to our operating expenses. Our results of operations depend in

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part on sales to new customers, including large customers, and increasing sales to existing customers. The length of our sales cycle, from initial contact with our sales team to contractually committing to our subscriptions can vary substantially from customer to customer based on deal complexity as well as whether a sale is made directly by us or through a channel partner. Our sales cycle can extend to more than a year for some customers, and the length of sales cycles may be further impacted due to the COVID-19 pandemic. Some customers have been scrutinizing their spending more carefully given a challenging economic environment associated with the pandemic, and we generally expect this to continue. This might cause sales cycles to become longer or become more unpredictable. As we target more of our sales efforts at larger enterprise customers, we may face greater costs, longer sales cycles, greater competition and less predictability in completing some of our sales. A customer’s decision to use our solutions may be an enterprise-wide decision, which may require greater levels of education regarding the use cases of our products or prolonged negotiations. In addition, larger customers may demand more configuration, integration services and features. It is difficult to predict exactly when, or even if, we will make a sale to a potential customer or if we can increase sales to our existing customers. As a result, large individual sales have, in some cases, occurred in quarters subsequent to those we anticipated, or have not occurred at all. The loss or delay of one or more large transactions in a quarter could affect our cash flows and results of operations for that quarter and for future quarters. Because a substantial proportion of our expenses are relatively fixed in the short term, our cash flows and results of operations will suffer if revenue falls below our expectations in a particular quarter, which could cause the price of our ordinary shares to decline.

We depend on our senior management and other key employees, and the loss of one or more of these employees or an inability to attract and retain highly skilled employees could harm our business.

Our future success depends, in part, on our ability to continue to attract and retain highly skilled personnel. The loss of the services of any of our key personnel, the inability to attract or retain qualified personnel, or delays in hiring required personnel, particularly in engineering and sales, may seriously harm our business, financial condition, and results of operations. Further, our ability to attract additional qualified personnel may be impacted by the economic uncertainty and insecurity caused by the COVID-19 pandemic. The loss of services of any of our key personnel also increases our dependency on other key personnel who remain with us. Although we have entered into employment offer letters with our key personnel, their employment is for no specific duration and constitutes at-will employment. We are also substantially dependent on the continued service of our existing engineering personnel because of the complexity of our products.

Our future performance also depends on the continued services and continuing contributions of our senior management, particularly our Chief Executive Officer and Chairman, Shay Banon, to execute on our business plan and to identify and pursue new opportunities and product innovations. We do not maintain key person life insurance policies on any of our employees. The loss of services of senior management could significantly delay or prevent the achievement of our development and strategic objectives, which could adversely affect our business, financial condition, and results of operations. Any search for senior management in the future or any search to replace the loss of any senior management may be prolonged, and we may not be able to attract a qualified candidate or replacement, as applicable, in a timely manner or at all, particularly as potential candidates may be wary to transition during the unstable economic conditions caused by the COVID-19 pandemic. Furthermore, the COVID-19 pandemic could make it more difficult to onboard, provide training to and integrate any senior management or key employees, which could adversely affect their productivity and our business. If we are unable to mitigate these or other similar risks as we experience management turnover, our business, results of operation and financial condition may be adversely affected.

Additionally, the industry in which we operate is generally characterized by significant competition for skilled personnel as well as high employee attrition. We may not be successful in attracting, integrating, or retaining qualified personnel to fulfill our current or future needs. We may need to invest significant amounts of cash and equity to attract and retain new employees, and we may never realize returns on these investments. Also, to the extent we hire personnel from competitors, we may be subject to allegations that they have been improperly solicited, that they have divulged proprietary or other confidential information, or that their former employers own their inventions or other work product.

If we are not able to maintain and enhance our brand, especially among developers, our ability to expand our customer base will be impaired and our business and operating results may be adversely affected.

We believe that developing and maintaining widespread awareness of our brand, especially with developers, is critical to achieving widespread acceptance of our software and attracting new users and customers. We also believe that the importance of brand recognition will increase as competition in our market increases. Successfully maintaining and enhancing our brand will depend largely on the effectiveness of our marketing efforts, our ability to maintain our customers’ trust, our ability to continue to develop new functionality and use cases, and our ability to successfully differentiate our products and platform capability from competitive products. Brand promotion activities may not generate user or customer awareness or increase revenue, and even if they do, any increase in revenue may not offset the expenses we incur in building our brand. For instance, our continued focus and investment in ElasticON and similar investments in our brand, user engagement, and customer engagement may not generate the desired customer awareness or a sufficient financial return. If we fail to successfully

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promote and maintain our brand, we may fail to attract or retain users and customers necessary to realize a sufficient return on our brand-building efforts, or to achieve the widespread brand awareness that is critical for broad customer adoption of our products, which would adversely affect our business and results of operations.

Our corporate culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the innovation, creativity and entrepreneurial spirit we have worked to foster, which could harm our business.

We believe that our culture has been and will continue to be a key contributor to our success. We expect to continue to hire as we expand. If we do not continue to maintain our corporate culture as we grow, we may be unable to foster the innovation, creativity, and entrepreneurial spirit we believe we need to support our growth. Moreover, many of our existing employees may be able to receive significant proceeds from sales of our ordinary shares in the public markets, which could lead to employee attrition and disparities of wealth among our employees that adversely affects relations among employees and our culture in general. Additional headcount growth may result in a change to our corporate culture, which could harm our business.

We rely on channel partners to execute a portion of our sales; if our channel partners fail to perform or we are unable to maintain successful relationships with our channel partners, our ability to market, sell and distribute our solution will be more limited, and our results of operations could be harmed.

A portion of our revenue is generated by sales through our channel partners, especially to U.S. federal government customers and in certain international markets, and these sales may grow and represent a larger portion of our revenues in the future. We provide certain of our channel partners with specific training and programs to assist them in selling our offerings, but there can be no assurance that these steps will be effective. In addition, our channel partners may be unsuccessful in marketing and selling our offerings, particularly in light of the effects of the COVID-19 pandemic. If we are unable to develop and maintain effective sales incentive programs for our channel partners, we may not be able to incentivize these partners to sell our offerings to customers.

Some of these partners may also market, sell, and support offerings that compete with ours, may devote more resources to the marketing, sales, and support of such competitive offerings, may have incentives to promote our competitors’ offerings to the detriment of our own or may cease selling our offerings altogether. Our agreements with our channel partners typically have a duration of one to three years, and generally may be terminated for any reason by either party with advance notice prior to each renewal date. We may not be able to retain these channel partners or secure additional or replacement channel partners. The loss of one or more of our significant channel partners or a decline in the number or size of orders from any of them could harm our results of operations. In addition, many of our new channel partners require extensive training and may take several months or more to achieve productivity. Our channel partner sales structure could subject us to lawsuits, potential liability, and reputational harm if, for example, any of our channel partners misrepresents the functionality of our offerings to customers or violates laws or our or their corporate policies. If our channel partners are unsuccessful in fulfilling the orders for our offerings, or if we are unable to enter into arrangements with and retain high quality channel partners, our ability to sell our offerings and results of operations could be harmed.

If we are unable to maintain successful relationships with our partners, our business operations, financial results and growth prospects could be adversely affected.

We maintain partnership relationships with a variety of partners, including cloud providers, systems integrators, channel partners, referral partners, OEM and MSP partners, and technology partners, to deliver offerings to our end customers and complement our broad community of users. In particular, we partner with various cloud providers to jointly market, sell and deliver our Elastic Cloud offerings, and in some instances this also involves technical integration with such cloud providers.

Our agreements with our partners are generally non-exclusive, meaning our partners may offer customers the offerings of several different companies, including offerings that compete with ours, or may themselves be or become competitors. If our partners do not effectively market and sell our offerings, choose to use greater efforts to market and sell their own offerings or those of our competitors, fail to meet the needs of our customers, or fail to deliver professional services to our customers particularly in light of the effects of the COVID-19 pandemic, our ability to grow our business and sell our offerings may be harmed. Our partners may cease marketing our offerings with limited or no notice and with little or no penalty. The loss of a substantial number of our partners, our possible inability to replace them, or the failure to recruit additional partners could harm our results of operations.

Our ability to achieve revenue growth in the future will depend in part on our success in maintaining successful relationships with our partners and in helping our partners enhance their ability to market and sell our subscriptions. If we are unable to maintain our relationships with these partners, our business, results of operations, financial condition or cash flows could be harmed.

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The sales prices of our offerings may decrease, which may reduce our gross profits and adversely affect our financial results.

The sales prices for our offerings may decline or we may introduce new pricing models for a variety of reasons, including competitive pricing pressures, discounts, in anticipation of or in conjunction with the introduction of new offerings, or promotional programs. Competition continues to increase in the market segments in which we operate, and we expect competition to further increase in the future, thereby leading to increased pricing pressures. Larger competitors with more diverse offerings may reduce the price of offerings that compete with ours or may bundle them with other offerings. Additionally, currency fluctuations in certain countries and regions may negatively impact actual prices that customers and channel partners are willing to pay in those countries and regions. Any decrease in the sales prices for our offerings, without a corresponding decrease in costs or increase in volume, would adversely impact our gross profit. Gross profit could also be adversely impacted by a shift in the mix of our subscriptions from self-managed to our cloud offering, for which we incur hosting costs, as well as any increase in our mix of professional services relative to subscriptions. We may not be able to maintain our prices and gross profits at levels that will allow us to achieve and maintain profitability.

We expect our revenue mix to vary over time, which could harm our gross margin and operating results.

We expect our revenue mix to vary over time due to a number of factors, and we expect that revenue from Elastic Cloud will continue to become a larger part of our revenue mix. Due to the differing revenue recognition policies applicable to our subscriptions and professional services, shifts in our business mix from quarter to quarter could produce substantial variation in revenue recognized. Further, our gross margins and operating results could be harmed by changes in revenue mix and costs, together with numerous other factors, including entry into new markets or growth in lower margin markets; entry into markets with different pricing and cost structures; pricing discounts; and increased price competition. Any one of these factors or the cumulative effects of certain of these factors may result in significant fluctuations in our gross margin and operating results. This variability and unpredictability could result in our failure to meet internal expectations or those of securities analysts or investors for a particular period. If we fail to meet or exceed such expectations for these or any other reasons, the market price of our ordinary shares could decline.

Failure to protect our proprietary technology and intellectual property rights could substantially harm our business and results of operations.

Our success depends to a significant degree on our ability to protect our proprietary technology, methodologies, know-how and brand. We rely on a combination of trademarks, copyrights, patents, contractual restrictions, and other intellectual property laws and confidentiality procedures to establish and protect our proprietary rights. However, the steps we take to protect our intellectual property rights may be inadequate. We will not be able to protect our intellectual property rights if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property rights. The source code of the proprietary features for the Elastic Stack is publicly available, which may enable others to replicate our proprietary technology and compete more effectively. If we fail to protect our intellectual property rights adequately, our competitors may gain access to our proprietary technology and our business may be harmed. In addition, defending our intellectual property rights might entail significant expense. Any patents, trademarks, or other intellectual property rights that we have or may obtain may be challenged by others or invalidated through administrative process or litigation. As of October 31, 2021, we had 36 issued U.S. patents, 1 issued non-U.S. patent, 56 pending U.S. patent applications, 16 pending non-U.S. filings and 8 open disclosures. There can be no assurance that our patent applications will result in issued patents. Even if we continue to seek patent protection in the future, we may be unable to obtain further patent protection for our technology. In addition, any patents issued in the future may not provide us with competitive advantages, or may be successfully challenged by third parties. Furthermore, legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights are uncertain. Despite our precautions, it may be possible for unauthorized third parties to copy our products and use information that we regard as proprietary to create offerings that compete with ours. Effective patent, trademark, copyright, and trade secret protection may not be available to us in every country in which our products are available. We may be unable to prevent third parties from acquiring domain names or trademarks that are similar to, infringe upon, or diminish the value of our trademarks and other proprietary rights. The laws of some countries may not be as protective of intellectual property rights as those in the United States, and mechanisms for enforcement of intellectual property rights may be inadequate. As we expand our international activities, our exposure to unauthorized copying and use of our products and proprietary information will likely increase. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our intellectual property.

We enter into confidentiality and invention assignment agreements with our employees and consultants and enter into confidentiality agreements with other parties. No assurance can be given that these agreements will be effective in controlling access to and distribution of our proprietary information. Further, these agreements may not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our products.

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In order to protect our intellectual property rights, we may be required to spend significant resources to monitor and protect our intellectual property rights. Litigation may be necessary in the future to enforce our intellectual property rights and to protect our trade secrets. For example, on September 4, 2019, we filed suit against floragunn GmbH in the United States District Court for the Northern District of California for copyright infringement and contributory copyright infringement, and on September 27, 2019, we filed a suit against Amazon.com, Inc. in the United States District Court for the Northern District of California for trademark infringement and false advertising. Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming, and distracting to management, and could result in the impairment or loss of portions of our intellectual property. Further, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of our intellectual property rights. Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay further sales or the implementation of our products, impair the functionality of our products, delay introductions of new products, result in our substituting inferior or more costly technologies into our products, or injure our reputation.

We could incur substantial costs as a result of any claim of infringement, misappropriation or violation of another party’s intellectual property rights.

In recent years, there has been significant litigation involving patents and other intellectual property rights in the software industry. Companies providing software are increasingly bringing and becoming subject to suits alleging infringement, misappropriation or violation of proprietary rights, particularly patent rights, and to the extent we gain greater market visibility, we face a higher risk of being the subject of intellectual property infringement, misappropriation or violation claims. We do not currently have a large patent portfolio, which could prevent us from deterring patent infringement claims through our own patent portfolio, and our competitors and others may now and in the future have significantly larger and more mature patent portfolios than we have. The risk of patent litigation has been amplified by the increase in the number of a type of patent holder, which we refer to as a non-practicing entity, whose sole or principal business is to assert such claims and against whom our own intellectual property portfolio may provide little deterrent value. We could incur substantial costs in prosecuting or defending any intellectual property litigation. If we sue to enforce our rights or are sued by a third party that claims that our products infringe, misappropriate or violate their rights, the litigation could be expensive and could divert our management resources.

Any intellectual property litigation to which we might become a party, or for which we are required to provide indemnification, may require us to do one or more of the following:

•cease selling or using products that incorporate the intellectual property rights that we allegedly infringe, misappropriate or violate;

•make substantial payments for legal fees, settlement payments or other costs or damages;

•obtain a license, which may not be available on reasonable terms or at all, to sell or use the relevant technology; or

•redesign the allegedly infringing products to avoid infringement, misappropriation or violation, which could be costly, time-consuming or impossible.

If we are required to make substantial payments or undertake any of the other actions noted above as a result of any intellectual property infringement, misappropriation or violation claims against us or any obligation to indemnify our customers for such claims, such payments or actions could harm our business.

Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement, misappropriation, violation and other losses.

Our agreements with customers and other third parties may include indemnification provisions under which we agree to indemnify them for losses suffered or incurred as a result of claims of intellectual property infringement, misappropriation or violation, damages caused by us to property or persons, or other liabilities relating to or arising from our software, services or other contractual obligations. Large indemnity payments could harm our business, results of operations and financial condition. Although we normally contractually limit our liability with respect to such indemnity obligations, we may still incur substantial liability related to them. Any dispute with a customer with respect to such obligations could have adverse effects on our relationship with that customer and other existing customers and new customers and harm our business and results of operations.

Our use of third-party open source software within our products could negatively affect our ability to sell our products and subject us to possible litigation.

Our technologies incorporate open source software from other developers, and we expect to continue to incorporate such open source software in our products in the future. Few of the licenses applicable to open source software have been

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interpreted by courts, and there is a risk that these licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to commercialize our products. Moreover, we cannot assure that we have not incorporated third-party open source software in our software in a manner that is inconsistent with the terms of the applicable license or our current policies and procedures. If we fail to comply with these licenses, we may be subject to certain requirements, including requirements that we offer our solutions that incorporate the open source software for no cost, that we make available source code for modifications or derivative works we create based upon, incorporating or using the open source software and that we license such modifications or derivative works under the terms of applicable open source licenses. If an author or other third party that distributes such open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, enjoined from the sale of our products that contained the open source software and required to comply with onerous conditions or restrictions on these products, which could disrupt the distribution and sale of these products. In addition, there have been claims challenging the ownership rights in open source software against companies that incorporate open source software into their products, and the licensors of such open source software provide no warranties or indemnities with respect to such claims. In any of these events, we and our customers could be required to seek licenses from third parties in order to continue offering our products, and to re-engineer our products or discontinue the sale of our products in the event re-engineering cannot be accomplished on a timely basis. We and our customers may also be subject to suits by parties claiming infringement, misappropriation or violation due to the reliance by our solutions on certain open source software, and such litigation could be costly for us to defend or subject us to an injunction. Some open source projects have known vulnerabilities and architectural instabilities and as provided on an “as-is” basis which, if not properly addressed, could negatively affect the performance of our product. Any of the foregoing could require us to devote additional research and development resources to re-engineer our solutions, could result in customer dissatisfaction, and may adversely affect our business, results of operations and financial condition.

One of our marketing strategies is to offer some of our product features for free and to provide free trials of some of our paid features, and we may not be able to realize the benefits of this strategy.

We are dependent upon lead generation strategies, including offering free use of some of our product features and free trials of some of our paid features. These strategies may not be successful in continuing to generate sufficient sales opportunities necessary to increase our revenue. Many users never convert from the free use model or from free trials to the paid versions of our products. To the extent that users do not become, or we are unable to successfully attract, paying customers, we will not realize the intended benefits of these marketing strategies and our ability to grow our revenue will be adversely affected.

Our international operations and expansion expose us to several risks.

As of October 31, 2021, we had customers located in over 100 countries, and our strategy is to continue to expand internationally. In addition, as a result of our strategy of leveraging a distributed workforce, as of October 31, 2021, we had employees located in over 35 countries. Our current international operations involve and future initiatives may involve a variety of risks, including:

•unexpected changes in regulatory requirements, taxes, trade laws, tariffs, export quotas, custom duties or other trade restrictions;

•different labor regulations, especially in the European Union, where labor laws are generally more advantageous to employees as compared to the United States, including deemed hourly wage and overtime regulations in these locations;

•exposure to many stringent, particularly in the European Union, and potentially inconsistent laws and regulations relating to privacy, data protection and information security;

•changes in a specific country’s or region’s political or economic conditions;

•political, economic and trade uncertainties or instability related to the United Kingdom's withdrawal from the European Union (Brexit), including the effects of the Trade and Cooperation Agreement between the European Union, the European Atomic Energy Community and the United Kingdom signed in December 2020, on the economies of, and the relationships between, the United Kingdom, European Union, United States and other countries;

•the evolving relations between the United States and China;

•changes in relations between the Netherlands and the United States;

•risks resulting from changes in currency exchange rates and inflation;

•the impact of public health epidemics or pandemics on our employees, partners and customers;

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•challenges inherent to efficiently managing an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits and compliance programs;

•risks relating to enforcement of U.S. export control laws and regulations including the Export Administration Regulations, and trade and economic sanctions, including restrictions promulgated by the OFAC, and other similar trade protection regulations and measures in the United States or in other jurisdictions;

•risks relating to our third-party vendors and service providers’ storage and processing of some of our and our customers’ data, including any supply chain cyber attacks;

•reduced ability to timely collect amounts owed to us by our customers in countries where our recourse may be more limited;

•limitations on our ability to reinvest earnings from operations derived from one country to fund the capital needs of our operations in other countries;

•limited or unfavorable intellectual property protection; and

•exposure to liabilities under anti-corruption and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended (“FCPA”), and similar applicable laws and regulations in other jurisdictions.

If we are unable to address these difficulties and challenges or other problems encountered in connection with our international operations and expansion, we might incur unanticipated liabilities or we might otherwise suffer harm to our business generally.

If we are not successful in sustaining and expanding our international business, we may incur additional losses and our revenue growth could be harmed.

Our future results depend, in part, on our ability to sustain and expand our penetration of the international markets in which we currently operate and to expand into additional international markets. We depend on direct sales and our channel partner relationships to sell our offerings in international markets. Our ability to expand internationally will depend upon our ability to deliver functionality and foreign language translations that reflect the needs of the international clients that we target. Our ability to expand internationally involves various risks, including the need to invest significant resources in such expansion, and the possibility that returns on such investments will not be achieved in the near future or at all in these less familiar competitive environments. We may also choose to conduct our international business through other partnerships. If we are unable to identify partners or negotiate favorable terms, our international growth may be limited. In addition, we have incurred and may continue to incur significant expenses in advance of generating material revenue as we attempt to establish our presence in particular international markets.

If we need to raise additional capital or generate the significant capital necessary to expand our operations and invest in new offerings, it could reduce our ability to compete and could harm our business.

We may need to raise additional funds in the future, and we may not be able to obtain additional debt or equity financing on favorable terms, if at all. If we raise additional equity financing, our shareholders may experience significant dilution of their ownership interests and the per share value of our ordinary shares could decline. Furthermore, if we engage in debt financing, the holders of debt would have priority over the holders of our ordinary shares, and we may be required to accept terms that restrict our ability to incur additional indebtedness. We may also be required to take other actions that would otherwise be in the interests of the debt holders and force us to maintain specified liquidity or other ratios, any of which could harm our business, results of operations, and financial condition. If we need additional capital and cannot raise it on acceptable terms, we may not be able to, among other things:

•develop or enhance our products;

•continue to expand our sales and marketing and research and development organizations;

•acquire complementary technologies, products or businesses;

•expand operations in the United States or internationally;

•hire, train, and retain employees; or

•respond to competitive pressures or unanticipated working capital requirements.

Our failure to have sufficient capital to do any of these things could harm our business, financial condition, and results of operations.

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A portion of our revenue is generated by sales to government entities, and this creates a number of challenges and risks.

Sales to government entities are subject to a number of risks. Selling to government entities can be highly competitive, expensive, and time-consuming, often requiring significant upfront time and expense without any assurance that these efforts will generate a sale. Government certification requirements for products like ours may change, thereby restricting our ability to sell into the U.S. federal government sector, U.S. state government sector, or government sectors of countries other than the United States until we have attained the revised certification. For example, we hold a U.S. Federal Risk and Authorization Management Program Authority to Operate at a moderate impact level; however, such authority is costly to maintain and if we were to lose our certification in the future, it would restrict our ability to sell to government customers. On May 12, 2021, the Biden Administration issued an Executive Order that will ultimately result in additional security requirements for government agencies and their contractors, for example, multifactor authentication, encryption for data at rest and in transit, and broad log creation, preservation, and production requirements. Furthermore, the Executive Order accelerates agency planning and implementation requirements for “zero trust architecture” and will establish a standards-development effort for a software bill of materials. This may increase compliance costs directly for government contracts and indirectly to the extent such requirements require changes or new efforts at an enterprise level. If we are unable to timely meet such requirements, our ability to compete for and maintain federal government contracts may be diminished, which could adversely affect our business, results of operations and financial condition.

Government demand and payment for our offerings may be affected by public sector budgetary cycles and funding authorizations, with funding reductions or delays adversely affecting public sector demand for our offerings. Sales to government agencies, including classified contracts, are subject to complex regulations. Failure to comply with such regulations could result in contract terminations or other adverse consequences, including but not limited to adversely affecting our eligibility to sell to government agencies in the future. Additionally, we rely on certain partners to provide technical support services to certain of our government entity customers to resolve any issues relating to our products. If our partners do not effectively assist our government entity customers in deploying our products, succeed in helping our government entity customers quickly resolve post-deployment issues, or provide effective ongoing support, our ability to sell additional offerings to new and existing government entity customers would be adversely affected and our reputation could be damaged.

Government entities may have statutory, contractual, or other legal rights to terminate contracts with us or our channel partners for convenience or due to a default, and any such termination may adversely affect our future results of operations. In addition, multi-year contracts with government entities are usually conditioned on annual fiscal funding actions that the relevant legislative or other decision-making body must take in order to fund each year of a contract. Such legislative or decision-making bodies may elect not to fund each year of a contract. Governments routinely investigate and audit government contractors’ administrative processes, and any unfavorable audit could result in the government refusing to continue buying our subscriptions, a reduction of revenue, or fines or civil or criminal liability if the audit uncovers improper or illegal activities, which could adversely affect our results of operations in a material way.

In addition, U.S. federal government agencies recently enacted guidelines and regulations under which we are required to ensure that all of our employees in the United States who perform work on or in connection with a federal contract or subcontract are fully vaccinated or are eligible for an exemption from the vaccination requirement. Some of our employees who fail or refuse to comply may be suspended or terminated or they may resign their employment, which could have a negative impact on our productivity, employee morale, sales, operating results and overall financial performance. If we experience difficulties or delays in complying with these guidelines, our sales to the U.S. Federal government could be negatively impacted, and if we fail to comply we could be debarred from selling to the U.S. Federal government and exposed to additional legal claims.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could expose us to greater than anticipated tax liabilities.

Our income tax obligations are based in part on our corporate structure and intercompany arrangements, including the manner in which we develop, value, and use our intellectual property and the valuations of our intercompany transactions. The tax laws applicable to our business, including the laws of the Netherlands, the United States and other jurisdictions, are subject to change and interpretation, and certain jurisdictions may aggressively interpret their laws in an effort to raise additional tax revenue. For example, recently, in the United States, the Biden administration has proposed a number of changes, including a 15% minimum tax on corporate book income for corporations with profits over $1 billion, effective for tax years beginning after December 21, 2022. In addition, other countries, as well as organizations such as the Organization for Economic Cooperation and Development, have recently proposed or recommended changes to existing tax laws or have enacted new laws that could impact our tax obligations in countries where we do business or cause us to change the way we operate our business. Any new legislation or interpretations of existing legislation could result in increased taxation of our international earnings.

The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for valuing developed technology or intercompany arrangements, which could increase our worldwide effective tax rate and harm our financial

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position and results of operations. Tax authorities examine and may audit our income tax returns and other non-income tax returns, such as payroll, sales, value-added, net worth or franchise, property, goods and services, and excise taxes, in both the United States and foreign jurisdictions. It is possible that tax authorities may disagree with certain positions we have taken, and any adverse outcome of such a review or audit could have a negative effect on our financial position and results of operations. Further, the determination of our worldwide provision for income taxes and other tax liabilities requires significant judgment by management, and there are transactions where the ultimate tax determination is uncertain. Although we believe that our estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in our consolidated financial statements and may materially affect our financial results in the period or periods for which such determination is made.

Our corporate structure and intercompany arrangements are subject to the tax laws of various jurisdictions, and we could be obligated to pay additional taxes, which would harm our results of operations.

Based on our current corporate structure, we may be subject to taxation in several jurisdictions around the world with increasingly complex tax laws, the application of which can be uncertain. The amount of taxes we pay in these jurisdictions could increase substantially as a result of changes in the applicable tax principles, including increased tax rates, new tax laws or revised interpretations of existing tax laws and precedents. In addition, the authorities in the jurisdictions in which we operate could review our tax returns or require us to file tax returns in jurisdictions in which we are not currently filing, and could impose additional tax, interest and penalties. These authorities could also claim that various withholding requirements apply to us or our subsidiaries, assert that benefits of tax treaties are not available to us or our subsidiaries, or challenge our methodologies for valuing developed technology or intercompany arrangements, including our transfer pricing. The relevant taxing authorities may determine that the manner in which we operate our business does not achieve the intended tax consequences. If such a disagreement was to occur, and our position was not sustained, we could be required to pay additional taxes, and interest and penalties. Additionally, both the COVID-19 pandemic and increased use of flexible work policies may increase the probability of payroll tax audits. Any increase in the amount of taxes we pay or that are imposed on us could increase our worldwide effective tax rate and harm our business and results of operations.

Our ability to use our net operating loss carryforwards to offset future taxable income may be subject to certain limitations.

As of April 30, 2021 and 2020, we had net operating loss carryforwards in various jurisdictions of $2.2 billion and $1.3 billion, respectively, which may be utilized against future income taxes. Limitations imposed by the applicable jurisdictions on our ability to utilize net operating loss carryforwards could cause income taxes to be paid earlier than would be paid if such limitations were not in effect and could cause such net operating loss carryforwards to expire unused, in each case reducing or eliminating the benefit of such net operating loss carryforwards. Furthermore, we may not be able to generate sufficient taxable income to utilize our net operating loss carryforwards before they expire. If any of these events occur, we may not derive some or all of the expected benefits from our net operating loss carryforwards.

We are exposed to fluctuations in currency exchange rates, which could negatively affect our financial condition and results of operations.

A portion of our subscriptions are generated and operating expenses are incurred outside the United States and denominated in foreign currencies and are subject to fluctuations due to changes in foreign currency exchange rates, particularly against the Euro. In part as a result of the COVID-19 pandemic, foreign currency exchange rates have been and could continue to be subject to increased volatility. The strengthening of the U.S. dollar increases the real cost of our offerings to our customers outside of the United States, leading to delays in the purchase of our offerings and the lengthening of our sales cycle. If the strength of the U.S. dollar increases, this could adversely affect our financial condition and results of operations. In addition, increased international sales in the future, including through our channel partners, may result in greater foreign currency denominated sales, increasing our foreign currency risk. Moreover, operating expenses incurred outside the United States and denominated in foreign currencies are increasing and are subject to fluctuations due to changes in foreign currency exchange rates. If we are not able to successfully hedge against the risks associated with currency fluctuations, our financial condition and results of operations could be adversely affected. To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedging transactions may be limited and we may not be able to successfully hedge our exposure, which could adversely affect our financial condition and results of operations.

Seasonality may cause fluctuations in our sales and results of operations.

Historically, we have experienced quarterly fluctuations and seasonality based on the timing of entering into agreements with new and existing customers and the mix between annual and monthly contracts entered in each reporting period. Trends in our business, financial condition, results of operations and cash flows are impacted by seasonality in our sales cycle which generally reflects a trend to greater sales in our second and fourth quarters and lower sales in our first and third quarters, though we believe this trend has been somewhat masked by our overall growth. We expect that this seasonality will

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continue to affect our results of operations in the future, and might become more pronounced as we continue to target larger enterprise customers.

Risks Related to Regulatory Matters

In connection with the operation of our business, we may collect, store, transfer and otherwise process certain personal data. As a result, our business is subject to a variety of government and industry regulations, as well as other obligations, related to privacy, data protection and information security.

Privacy, data protection and information security have become significant issues in various jurisdictions where we offer our products. The regulatory frameworks for these issues worldwide are rapidly evolving and are likely to remain uncertain for the foreseeable future. Federal, state, or non-U.S. government bodies or agencies have in the past adopted, and may in the future adopt, new laws and regulations or may make amendments to existing laws and regulations affecting data protection, data privacy and/or information security and/or regulating the use of the Internet as a commercial medium. For example, the California Consumer Privacy Act (the “CCPA”) provides new data privacy rights for California residents. The enforcement of the CCPA by the California Attorney General commenced July 1, 2020. We cannot fully predict the impact of the CCPA on our business or operations, but we may be required to modify our data processing practices and policies and to incur substantial costs and expenses in connection with our compliance or the compliance of our customers or vendors. The CCPA also provides for civil penalties and a private right of action for violations, which may increase our compliance costs and potential liability. Additionally, a new privacy law, the California Privacy Rights Act (“CPRA”), was approved by California voters in the November 3, 2020 election. The CPRA creates obligations relating to consumer data beginning on January 1, 2022, with implementing regulations expected on or before July 1, 2022, and enforcement beginning July 1, 2023. We will continue to monitor developments related to the CPRA and anticipate additional costs and expenses associated with CPRA compliance. Other U.S. states also are considering or have enacted omnibus privacy legislation. On March 2, 2021, Virginia enacted the Virginia Consumer Data Protection Act, which becomes effective on January 1, 2023, and on June 8, 2021, Colorado enacted the Colorado Privacy Act. Many obligations under the CCPA and these other laws and legislative proposals remain uncertain, and we cannot fully predict their impact on our business. Further, industry organizations regularly adopt and advocate for new standards in these areas. If we fail to comply with any of these laws or standards, we may be subject to investigations, enforcement actions, civil litigation, fines and other penalties, all of which may generate negative publicity and have a negative impact on our business.

Additionally, in the United States, we may be subject to investigation and/or enforcement actions brought by federal agencies and state attorneys general and consumer protection agencies. We publicly post statements and other documentation regarding our practices concerning the processing, use and disclosure of personally identifiable information. Although we endeavor to comply with our published statements and documentation, we may at times fail to do so or be alleged to have failed to do so. The publication of our privacy statement and other documentation that provide promises and assurances about privacy and security can subject us to potential state and federal action if they are found to be deceptive, unfair, or misrepresentative of our actual practices.

Internationally, most jurisdictions in which we operate have established their own privacy, data protection and information security legal frameworks with which we or our customers must comply. Within the European Union, the General Data Protection Regulation (“GDPR”) became fully effective on May 25, 2018, and applies to the processing (which includes the collection and use) of personal data. The GDPR imposes significant obligations and risk upon our business and provides for substantial penalties to which we could be subject in the event of any non-compliance. Administrative fines under the GDPR can amount up to 20 million Euros or four percent of the group’s annual global turnover, whichever is higher. Further, the United Kingdom has implemented legislation that substantially implements the GDPR in the United Kingdom, which legislation provides for penalties for violations of up to the greater of 17.5 million British pounds or four percent of the group’s annual global turnover. Following the exit of the United Kingdom from the European Union however, aspects of U.K. data protection law and the relationship of the United Kingdom and the European Union in the medium to longer term remain unclear, including with respect to how data transfers to and from the United Kingdom will be regulated. On June 28, 2021, the European Commission announced a decision of “adequacy” concluding that the United Kingdom ensures an equivalent level of data protection to the GDPR, which provides some relief regarding the legality of continued personal data flows from the European Economic Area (“EEA”) to the UK. Some uncertainty remains, however, as this adequacy determination must be renewed after four years and may be modified or revoked in the interim.

We have incurred substantial expense in complying with new data protection legal frameworks and we may be required to make additional, significant changes in our business operations, all of which may adversely affect our revenue and our business overall. Additionally, because these new regimes lack a substantial enforcement history, we are unable to predict how emerging standards may be applied to us. Despite our efforts to attempt to comply with new data protection obligations, a regulator may determine that we have not done so and subject us to fines and public censure, which could harm our company.

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Among other requirements, the GDPR regulates transfers of personal data subject to the GDPR to third countries that have not been found to provide adequate protection to such personal data, including the United States. Some countries also are considering or have passed legislation requiring local storage and processing of data, or similar requirements, which could increase the cost and complexity of delivering our services. We have undertaken certain efforts to conform transfers of personal data from the EEA, to the United States and other jurisdictions based on our understanding of current regulatory obligations and the guidance of data protection authorities, including standard contractual clauses approved by the European Commission (the “SCCs”). Despite this, we may be unsuccessful in maintaining conforming means of transferring such data from the EEA, in particular as a result of continued legal and legislative activity within the EEA that has challenged or called into question existing means of data transfers to countries that have not been found to provide adequate protection for personal data.

The regulatory environment applicable to handling of EEA residents' personal data, and our actions taken in response, may cause us to assume additional liabilities or incur additional costs. In the Schrems II decision issued by the Court of Justice of the European Union (“CJEU”) on July 16, 2020, the CJEU, among other things, imposed additional obligations on companies when relying on the SCCs. EEA regulators since have provided guidance regarding use of the SCCs, and on June 4, 2021, the European Commission issued new SCCs. We and our customers may face EEA regulators applying different standards to certain data transfers or requiring additional steps in connection with data transfers, and may be required to engage in new contract negotiations with third parties that aid in processing data on our behalf. We may be unsuccessful in maintaining legitimate means for our transfer and receipt of personal data from the EEA, and may experience hesitancy, reluctance, or refusal by European or multi-national customers to continue to use our products due to the potential risk exposure to such customers as a result of sentiment in the EEA regarding international data transfers and data protection obligations imposed on them. We may find it necessary to establish systems to maintain personal data originating from the EEA in the EEA, or may need to take other steps with respect to data handling and data transfers, including means to provide for local data processing, which may involve substantial expense and may require us to divert resources from other aspects of our business, all of which may adversely affect our business. We and our customers may face a risk of enforcement actions by European data protection authorities until the time, if any, that personal data transfers to us and by us from the EEA are legitimized under European law. These and the other risks described above could result in harm to our business, operating results and financial condition. In addition to government regulation, privacy advocates and industry groups may propose new and different self-regulatory standards that may legally or contractually apply to us. One example of such a self-regulatory standard is the Payment Card Industry Data Security Standard (“PCI DSS”), which relates to the processing of payment card information. In the event we or our payment processors fail to comply with the PCI DSS, fines and other penalties could result, and we may suffer reputational harm and damage to our business. Further, our customers increasingly expect us to comply with more stringent privacy, data protection and information security requirements than those imposed by laws, regulations or self-regulatory requirements, and we may be obligated contractually to comply with additional or different standards relating to our handling or protection of data on or by our offerings. Any failure to meet our customers’ requirements may adversely affect our revenues and prospects for growth.

We also expect that there will continue to be changes in interpretations of existing laws and regulations, or new proposed laws, regulations, and other obligations concerning privacy, data protection and information security, which could impair our or our customers’ ability to collect, use or disclose information relating to consumers, which could decrease demand for our offerings, increase our costs and impair our ability to maintain and grow our customer base and increase our revenue. Because the interpretation and application of many laws and regulations relating to privacy, data protection and information security, along with industry standards, are uncertain, it is possible that these laws and regulations may be interpreted and applied in manners that are, or are alleged to be, inconsistent with our data management practices or the features of our products, and we could face fines, lawsuits, regulatory investigations and other claims and penalties, and we could be required to fundamentally change our products or our business practices, any of which could have an adverse effect on our business. Any inability to adequately address privacy, data protection and information security concerns, even if unfounded, or any actual or perceived failure to comply with applicable privacy, data protection or information security laws, regulations and other obligations, could result in additional cost and liability to us, damage our reputation, inhibit sales and adversely affect our business. Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations and policies that are applicable to the businesses of our customers may limit the use and adoption of, and reduce the overall demand for, our products. Privacy, data protection and information security concerns, whether valid or not valid, may inhibit market adoption of our products, particularly in certain industries and countries outside of the United States. If we are not able to adjust to changing laws, regulations and standards related to the Internet, our business may be harmed.

We are subject to governmental export and import controls and economic sanctions programs that could impair our ability to compete in international markets or subject us to liability if we violate these controls.

Our software and services, in some cases, are subject to U.S. export control laws and regulations including the Export Administration Regulations (“EAR”), and trade and economic sanctions maintained by the Office of Foreign Assets Control (“OFAC”). As such, an export license may be required to export or reexport our software and services to certain countries and

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end-users for certain end-uses. If we were to fail to comply with such U.S. export controls laws and regulations, U.S. economic sanctions, or other similar laws, we could be subject to both civil and criminal penalties, including substantial fines, possible incarceration for employees and managers for willful violations, and the possible loss of our export or import privileges. Obtaining the necessary export license for a particular sale or offering may not be possible and may be time-consuming and may result in the delay or loss of sales opportunities. Furthermore, U.S. export control laws and economic sanctions in many cases prohibit the export of software and services to certain U.S. embargoed or sanctioned countries, governments and persons, as well as for prohibited end-uses. Monitoring and ensuring compliance with these complex U.S. export control laws is particularly challenging because our offerings are widely distributed throughout the world, and information available on the users of these offerings is, in some cases, limited. In addition, because we incorporate encryption functionality into our products, we are also subject to certain provisions of these laws that apply to encryption items. Even though we take precautions to ensure that we and our partners comply with all relevant export control laws and regulations, any failure by us or our partners to comply with such laws and regulations could have negative consequences for us, including reputational harm, government investigations and penalties.

In addition, various countries regulate the export and import of certain encryption software and technology, including through import permit and license requirements, and have enacted laws that could limit our ability to distribute our products and services or could limit our end-customers’ ability to implement our products in those countries. Changes in our products or changes in export and import regulations in such countries may create delays in the introduction of our products and services into international markets, prevent our end-customers with international operations from deploying our products globally or, in some cases, prevent or delay the export or import of our products and services to certain countries, governments or persons altogether. The following developments could result in decreased use of our products and services by, or in our decreased ability to export or sell our products to, existing or potential end-customers with international operations: any change in export or import laws or regulations, economic sanctions or related legislation; shift in the enforcement or scope of existing export, import or sanctions laws or regulations; or change in the countries, governments, persons, or technologies targeted by such export, import or sanctions laws or regulations. Any decreased use of our products or services or limitation on our ability to export to or sell our products or services in international markets could adversely affect our business, financial condition and operating results.

Failure to comply with anti-bribery, anti-corruption, and anti-money laundering laws could subject us to penalties and other adverse consequences.

We are subject to the FCPA, the U.K. Bribery Act and other anti-corruption, anti-bribery and anti-money laundering laws in various jurisdictions both domestic and abroad. We leverage channel partners to sell our offerings abroad and use other third parties, including recruiting firms, professional employer organizations, legal, accounting and other professional advisors, and local vendors to meet our needs associated with doing business abroad. We and these third parties may have direct or indirect interactions with officials and employees of government agencies, or state-owned or affiliated entities, and we may be held liable for the corrupt or other illegal activities of our channel partners and third-party representatives, as well as our employees, representatives, contractors, partners, and agents, even if we do not explicitly authorize such activities. While we have policies and procedures to address compliance with such laws, we cannot assure that the channel partners, third-party representatives, our employees, contractors or agents will not take actions in violation of our policies and applicable law, for which we may be ultimately held responsible. Any violation of the FCPA, U.K. Bribery Act or other applicable anti-bribery, anti-corruption laws, and anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions, or suspension or debarment from U.S. government contracts, all of which may have an adverse effect on our reputation, business, operating results and prospects.

Risks Related to Ownership of our Ordinary Shares

The market price for our ordinary shares has been and is likely to continue to be volatile or may decline regardless of our operating performance.

The stock markets, and securities of technology companies in particular, have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many technology companies. Stock prices of many technology companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. The economic impact and uncertainty of the ongoing COVID-19 pandemic have exacerbated this volatility in both the overall stock markets and the market price of our ordinary shares. In the past, shareholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and adversely affect our business. The market price of our ordinary shares may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

•actual or anticipated changes or fluctuations in our operating results;

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•the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

•announcements by us or our competitors of new offerings or new or terminated significant contracts, commercial relationships or capital commitments;

•industry or financial analyst or investor reaction to our press releases, other public announcements, and filings with the SEC;

•rumors and market speculation involving us or other companies in our industry;

•a gain or loss of investor confidence in the market for technology stocks or the stock market in general;

•future sales or expected future sales of our ordinary shares;

•investor perceptions of us, the benefits of our offerings and the industries in which we operate;

•price and volume fluctuations in the overall stock market from time to time;

•changes in operating performance and/or stock market valuations of other technology companies generally, or those in our industry in particular;

•failure of industry or financial analysts to maintain coverage of us, changes in financial estimates by any analysts who follow our company, or our failure to meet these estimates or the expectations of investors;

•actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally;

•litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors;

•developments or disputes concerning our intellectual property rights or our solutions, or third-party proprietary rights;

•announced or completed acquisitions of businesses or technologies by us or our competitors;

•breaches of, or failures relating to, privacy, data protection or information security;

•new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

•any major changes in our management or our board of directors, particularly with respect to Mr. Banon;

•general economic conditions and slow or negative growth of our markets, including as a result of the COVID-19 pandemic; and

•other events or factors, including those resulting from war, incidents of terrorism or responses to these events.

We may fail to meet our publicly announced guidance or other expectations about our business and future operating results, which would cause our stock price to decline.

We have provided and may continue to provide guidance and other expectations in our quarterly and annual earnings conference calls, quarterly and annual earnings releases, or otherwise, regarding our future performance. Guidance, as well as other expectations, are forward-looking and represent our management’s estimates as of the date of release and are based upon a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to significant business, economic and competitive uncertainties and contingencies on our business, many of which are beyond our control and are based upon specific assumptions with respect to future business decisions, some of which will change. One of those key assumptions relates to the impact of the ongoing COVID-19 pandemic and the associated economic uncertainty on our business, which is inherently difficult to predict. Furthermore, analysts and investors may develop and publish their own projections of our business, which may form a consensus about our future performance. Our actual business results may vary significantly from such guidance or other expectations or that consensus due to a number of factors, many of which are outside of our control, including due to the global economic uncertainty and financial market conditions caused by the ongoing COVID-19 pandemic, and which could adversely affect our business and future operating results. There are no comparable recent events that provide insights as to the probable effect of the ongoing COVID-19 pandemic, and, as a result, the ultimate impact of the COVID-19 outbreak is highly uncertain and subject to change. Furthermore, if we make downward revisions of our previously announced guidance or other expectations, if we withdraw our previously announced guidance or other expectations, or if our publicly announced guidance or other expectations of future operating results fail to meet expectations of securities analysts, investors or other interested parties, the price of our ordinary shares would decline. In light of the foregoing, investors are urged not to rely upon our guidance or other expectations in making an investment decision regarding our ordinary shares.

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Any failure to successfully implement our operating strategy or the occurrence of any of the events or circumstances set forth in this “Risk Factors” section in this report could result in the actual operating results being different from our guidance or other expectations, and the differences may be adverse and material.

The concentration of our share ownership with insiders will likely limit your ability to influence corporate matters, including the ability to influence the outcome of director elections and other matters requiring shareholder approval.

Our executive officers and directors together beneficially owned a significant amount of our outstanding ordinary shares. As a result, these shareholders, acting together, will have significant influence over matters that require approval by our shareholders, including matters such as adoption of the financial statements, declarations of dividends, the appointment and dismissal of directors, capital increases, amendment to our articles of association and approval of significant corporate transactions. Corporate action might be taken even if other shareholders oppose them. This concentration of ownership might also have the effect of delaying or preventing a change of control of us that other shareholders may view as beneficial.

The issuance of additional shares in connection with financings, acquisitions, investments, our share incentive plans or otherwise will dilute all other shareholders.

Our articles of association authorize us to issue up to 165 million ordinary shares and up to 165 million preference shares with such rights and preferences as included in our articles of association. On September 28, 2018, our extraordinary general meeting of shareholders (the “2018 Extraordinary Meeting”) empowered our board of directors to issue ordinary shares and preference shares up to our authorized share capital for a period of five years from October 10, 2018. Subject to compliance with applicable rules and regulations, we may issue ordinary shares or securities convertible into ordinary shares from time to time in connection with a financing, acquisition, investment, our share incentive plans or otherwise. Any such issuance could result in substantial dilution to our existing shareholders unless pre-emptive rights exist and cause the market price of our ordinary shares to decline.

Certain holders of our ordinary shares may not be able to exercise pre-emptive rights and as a result may experience substantial dilution upon future issuances of ordinary shares.

Holders of our ordinary shares in principle have a pro rata pre-emptive right with respect to any issue of ordinary shares or the granting of rights to subscribe for ordinary shares, unless Dutch law or our articles of association state otherwise or unless explicitly provided otherwise in a resolution by our general meeting of shareholders (the “General Meeting”), or—if authorized by the annual General Meeting or an extraordinary General Meeting—by a resolution of our board of directors. Our 2018 Extraordinary Meeting has empowered our board of directors to limit or exclude pre-emptive rights on ordinary shares for a period of five years from October 10, 2018, which could cause existing shareholders to experience substantial dilution of their interest in us.

Pre-emptive rights do not exist with respect to the issue of preference shares and holders of preference shares, if any, have no pre-emptive right to acquire newly issued ordinary shares. Also, pre-emptive rights do not exist with respect to the issue of shares or grant of rights to subscribe for shares to employees of the Company or contributions in kind.

Sales of substantial amounts of our ordinary shares in the public markets, or the perception that they might occur, could reduce the price that our ordinary shares might otherwise attain.

Sales of a substantial number of shares of our ordinary shares in the public market, particularly sales by our directors, executive officers and significant shareholders, or the perception that these sales could occur, could adversely affect the market price of our ordinary shares and may make it more difficult for you to sell your ordinary shares at a time and price that you deem appropriate.

In addition, holders of an aggregate of 17,339,497 ordinary shares, based on shares outstanding as of October 31, 2021, are entitled to rights with respect to registration of these shares under the Securities Act pursuant to our amended and restated investors’ rights agreement, dated July 19, 2016. If these holders of our ordinary shares, by exercising their registration rights, sell a large number of shares, they could adversely affect the market price for our ordinary shares. We have also filed registration statements on Form S-8 under the Securities Act registering all ordinary shares that we may issue under our equity compensation plans, which may in turn be sold and may adversely affect the market price for our ordinary shares.

Certain anti-takeover provisions in our articles of association and under Dutch law may prevent or could make an acquisition of our company more difficult, limit attempts by our shareholders to replace or remove members of our board of directors and may adversely affect the market price of our ordinary shares.

Our articles of association contain provisions that could delay or prevent a change in control of our company. These provisions could also make it difficult for shareholders to appoint directors that are not nominated by the current members of

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our board of directors or take other corporate actions, including effecting changes in our management. These provisions include:

•the staggered three-year terms of the members of our board of directors, as a result of which only approximately one-third of the members of our board of directors may be subject to election in any one year;

•a provision that the members of our board of directors may only be removed by a General Meeting by a two-thirds majority of votes cast representing at least 50% of our issued share capital if such removal is not proposed by our board of directors;

•a provision that the members of our board of directors may only be appointed upon binding nomination of the board of directors, which can only be overruled with a two-thirds majority of votes cast representing at least 50% of our issued share capital;

•the inclusion of a class of preference shares in our authorized share capital that may be issued by our board of directors, in such a manner as to dilute the interest of shareholders, including any potential acquirer or activist shareholder, in order to delay or discourage any potential unsolicited offer or shareholder activism;

•requirements that certain matters, including an amendment of our articles of association, may only be brought to our shareholders for a vote upon a proposal by our board of directors; and

•minimum shareholding thresholds, based on nominal value, for shareholders to call General Meetings of our shareholders or to add items to the agenda for those meetings.

We are subject to the Dutch Corporate Governance Code but do not comply with all the suggested governance provisions of the Dutch Corporate Governance Code. This may affect your rights as a shareholder.

As a Dutch company, we are subject to the Dutch Corporate Governance Code (“DCGC”). The DCGC contains both principles and suggested governance provisions for management boards, supervisory boards, shareholders and general meetings, financial reporting, auditors, disclosure, compliance and enforcement standards. The DCGC is based on a “comply or explain” principle. Accordingly, public companies are required to disclose in their annual reports, filed in the Netherlands, whether they comply with the suggested governance provisions of the DCGC. If they do not comply with those provisions (e.g., because of a conflicting requirement), the company is required to give the reasons for such noncompliance. The DCGC applies to all Dutch companies listed on a government-recognized stock exchange, whether in the Netherlands or elsewhere, including the NYSE. The principles and suggested governance provisions apply to our board of directors (in relation to role and composition, conflicts of interest and independency requirements, board committees and remuneration), shareholders and the General Meeting (for example, regarding anti-takeover protection and our obligations to provide information to our shareholders) and financial reporting (such as external auditor and internal audit requirements). We comply with all applicable provisions of the DCGC except where such provisions conflict with U.S. exchange listing requirements or with market practices in the United States or the Netherlands. This may affect your rights as a shareholder, and you may not have the same level of protection as a shareholder in a Dutch company that fully complies with the suggested governance provisions of the DCGC.

We do not intend to pay dividends in the foreseeable future. As a result, your ability to achieve a return on your investment will depend on appreciation in the price of our ordinary shares.

We have never declared or paid any cash dividends on our shares. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our ordinary shares in the foreseeable future. Were this position to change, payment of future dividends may be made only if our equity exceeds the amount of the paid-in and called-up part of the issued share capital, increased by the reserves required to be maintained by Dutch law or by our articles of association. Accordingly, investors must rely on sales of their ordinary shares after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

Claims of U.S. civil liabilities may not be enforceable against us.

We are incorporated under the laws of the Netherlands and substantial portions of our assets are located outside of the United States. In addition, two members of our board of directors and certain experts named herein reside outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or such other persons residing outside the United States, or to enforce outside the United States judgments obtained against such persons in U.S. courts in any action, including actions predicated upon the civil liability provisions of the U.S. federal securities laws. In addition, it may be difficult for investors to enforce, in original actions brought in courts in jurisdictions located outside the United States, rights predicated upon the U.S. federal securities laws.

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There is no treaty between the United States and the Netherlands for the mutual recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters. Therefore, a final judgment rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the U.S. federal securities laws, would not be enforceable in the Netherlands unless the underlying claim is re-litigated before a Dutch court of competent jurisdiction. In such proceedings, however, a Dutch court may be expected to recognize the binding effect of a judgment of a federal or state court in the United States without re-examination of the substantive matters adjudicated thereby, if (i) the jurisdiction of the U.S. federal or state court has been based on internationally accepted principles of private international law, (ii) that judgment resulted from legal proceedings compatible with Dutch notions of due process, (iii) that judgment does not contravene public policy of the Netherlands and (iv) that judgment is not incompatible with (x) an earlier judgment of a Dutch court between the same parties, or (y) an earlier judgment of a foreign court between the same parties in a dispute regarding the same subject and based on the same cause, if that earlier foreign judgment is recognizable in the Netherlands.

Based on the foregoing, there can be no assurance that U.S. investors will be able to enforce against us or members of our board of directors, officers or certain experts named herein, who are residents of the Netherlands or countries other than the United States, any judgments obtained in U.S. courts in civil and commercial matters, including judgments under the U.S. federal securities laws.

In addition, there can be no assurance that a Dutch court would impose civil liability on us, the members of our board of directors, our officers or certain experts named herein in an original action predicated solely upon the U.S. federal securities laws brought in a court of competent jurisdiction in the Netherlands against us or such members, officers or experts, respectively.

U.S. persons who hold our ordinary shares may suffer adverse tax consequences if we are characterized as a passive foreign investment company.

A non-U.S. corporation will generally be considered a passive foreign investment company (“PFIC”), for U.S. federal income tax purposes, in any taxable year if either (1) at least 75% of its gross income for such year is passive income or (2) at least 50% of the value of its assets (based on an average of the quarterly values of the assets during such year) is attributable to assets that produce or are held for the production of passive income (“the PFIC asset test”). For purposes of the PFIC asset test, the value of our assets will generally be determined by reference to our market capitalization. Based on our past and current projections of our income and assets, we do not expect to be a PFIC for the current taxable year or for the foreseeable future. Nevertheless, a separate factual determination as to whether we are or have become a PFIC must be made each year (after the close of such year). Since our projections may differ from our actual business results and our market capitalization and value of our assets may fluctuate, we cannot assure that we will not be or become a PFIC in the current taxable year or any future taxable year. If we are a PFIC for any taxable year during which a U.S. person (as defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended) holds our ordinary shares, such U.S. person may be subject to adverse tax consequences. Each U.S. person who holds our ordinary shares is strongly urged to consult his, her or its tax advisor regarding the application of these rules and the availability of any potential elections.

If a U.S. person is treated as owning at least 10% of our ordinary shares, such U.S. person may be subject to adverse U.S. federal income tax consequences.

If a U.S. person is treated as owning (directly, indirectly, or constructively) at least 10% of the total combined voting power of our shares, or of the total value of our shares, such shareholder may be treated as a “United States shareholder” with respect to each “controlled foreign corporation” in our group (if any). Under changes implemented by the legislation commonly referred to as the Tax Cuts and Jobs Act of 2017, because our group includes one or more U.S. subsidiaries, certain of our non-U.S. subsidiaries could be treated as controlled foreign corporations (regardless of whether we are treated as a controlled foreign corporation). A United States shareholder of a controlled foreign corporation may be required to report annually and include in its U.S. taxable income its pro rata share of “Subpart F income,” “global intangible low-taxed income,” and investments in U.S. property by controlled foreign corporations, regardless of whether we make any distributions. An individual that is a United States shareholder with respect to a controlled foreign corporation generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a United States shareholder that is a U.S. corporation. We cannot provide any assurances that we will assist investors in determining whether we or any of our non-U.S. subsidiaries is treated as a controlled foreign corporation or whether any investor is treated as a United States shareholder with respect to any such controlled foreign corporation or furnish to any investor who may be a United States shareholder information that may be necessary to comply with the aforementioned reporting and tax paying obligations. Failure to comply with these reporting obligations may subject a shareholder who is a United States shareholder to significant monetary penalties and may prevent from starting the statute of limitations with respect to such shareholder’s U.S. federal income tax return for the year for which reporting was due. A U.S. person should consult its advisors regarding the potential application of these rules to an investment in our ordinary shares.

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We may not be able to make distributions or repurchase shares without subjecting our shareholders to Dutch withholding tax, and dividends distributed on our ordinary shares to certain related parties in low-tax jurisdictions might in the future become subject to an additional Dutch withholding tax.

We have not paid a dividend on our ordinary shares in the past and we do not intend to pay any dividends to holders of our ordinary shares in the foreseeable future. See “Risk Factors—We do not intend to pay dividends in the foreseeable future. As a result, your ability to achieve a return on your investment will depend on appreciation in the price of our ordinary shares.” However, if we ever do pay dividends or repurchase shares, then under current Dutch tax law, the dividend paid or repurchase price paid may be subject to Dutch dividend withholding tax at a rate of 15% under the Dutch Dividend Withholding Tax Act (Wet op de dividendbelasting 1965, “Regular Dividend Withholding Tax”), unless a domestic or treaty exemption applies.

The Dutch parliament has adopted a proposal of law pursuant to which an alternative withholding tax (“Alternative Withholding Tax”) will be imposed on dividends paid to related entities in designated low-tax jurisdictions, effective January 1, 2024. An entity is considered related if (i) it has a “Qualifying Interest” in our company, (ii) our company has a “Qualifying Interest” in the entity holding the ordinary shares, or (iii) a third party has a "Qualifying Interest" in both our company and the entity holding the ordinary shares. The term “Qualifying Interest” means a direct or indirectly held interest either by an entity individually or jointly if an entity is part of a collaborating group (samenwerkende groep) that enables such entity or such collaborating group to exercise a definite influence over another entities' decisions, such as our company or an entity holding ordinary shares as the case may be, and allows it to determine the other entities' activities. The Alternative Withholding Tax will be imposed at the highest Dutch corporate income tax rate in effect at the time of the distribution (currently 25%). The Alternative Withholding Tax will be reduced, but not below zero, with any Regular Dividend Withholding Tax imposed on distributions. As such, based on currently applicable rates, the overall effective rate of withholding of Regular Dividend Withholding Tax and Alternative Withholding Tax will not exceed the highest corporate income tax rate in effect at the time of the distribution (currently 25%).

If we cease to be a Dutch tax resident for the purposes of a tax treaty concluded by the Netherlands and in certain other events, we could potentially be subject to a proposed Dutch dividend withholding tax in respect of a deemed distribution of our entire market value less paid-up capital.

Under a proposal of law currently pending before the Dutch parliament, the Emergency act conditional dividend exit tax (Spoedwet conditionele eindafrekening dividendbelasting “Dividend Exit Tax”), we will be deemed to have distributed an amount equal to our entire market capitalization less recognized paid-up capital immediately before the occurrence of certain events, including if we cease to be a Dutch tax resident for purposes of a tax treaty concluded by the Netherlands and become, for purposes of such tax treaty, a tax resident of a non-qualifying jurisdiction. This deemed distribution will be subject to a 15% tax, insofar it exceeds a franchise of EUR 50 million. A full exemption applies to qualifying entities and individuals who are resident in an EU/EEA member state or a state that has concluded a qualifying treaty for the avoidance of double taxation with the Netherlands if and to the extent we can submit a certificate confirming the satisfaction of applicable conditions by qualifying shareholders within one month following the taxable event. We will be deemed to have withheld the tax on the deemed distribution and have a statutory right to recover this from our shareholders. Qualifying exempt Dutch and foreign shareholders may be entitled to a full refund, and certain other portfolio shareholders may be entitled to a partial refund, if the tax has been actually recovered from them. If we do not recover this amount from our shareholders, we will have to pay such part of the tax ourselves.

The Dividend Exit Tax has been amended several times since the initial proposal of law and is under ongoing discussion. It is therefore not certain whether the Dividend Exit Tax will be enacted and if so, in what form. If enacted in its present form, the Dividend Exit Tax will have retroactive effect from December 8, 2021, 9:00 a.m. CET.

Risks Related to our Outstanding Senior Notes

We have a substantial amount of indebtedness, which could adversely affect our financial condition.

We have a substantial amount of indebtedness and we may incur additional indebtedness in the future. As of October 31, 2021, we had $575.0 million aggregate principal amount of Senior Notes outstanding. Our indebtedness could have important consequences, including:

•limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements;

•requiring a portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions and other general corporate purposes;

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•increasing our vulnerability to adverse changes in general economic, industry and competitive conditions; and

•increasing our cost of borrowing.

In addition, the indenture that governs the Senior Notes contains restrictive covenants that limit our ability to engage in activities that may be in our long-term best interest. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of substantially all of our indebtedness.

We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and results of operations, which in turn are subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, which could have a material adverse effect on our business, results of operations and financial condition.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness. Our ability to restructure or refinance our debt will depend on, among other things, the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments and the indenture that governs the Senior Notes may restrict us from adopting some of these alternatives. In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. In the absence of such cash flows and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. Any of these circumstances could have a material adverse effect on our business, results of operations and financial condition.

Further, any future credit facility or other debt instrument may contain provisions that will restrict our ability to dispose of assets and use the proceeds from any such disposition. We may not be able to consummate those dispositions or to obtain the proceeds that we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations and any such failure to meet our scheduled debt service obligations could have a material adverse effect on our business, results of operations and financial condition.

The indenture that governs the Senior Notes contains, and any of our future debt instruments may contain, terms which restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.

The indenture that governs the Senior Notes contains a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interest, including, among other things, restrictions on our ability to:

•create liens on certain assets to secure debt;

•grant a subsidiary guarantee of certain debt without also providing a guarantee of the Senior Notes; and

•consolidate or merge with or into, or sell or otherwise dispose of all or substantially all of our assets to, another person.

The covenants in the indenture that governs the Senior Notes are subject to important exceptions and qualifications described in such indenture.

As a result of these restrictions, we are limited as to how we conduct our business and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities. The terms of any future indebtedness we may incur could include more restrictive covenants and may require us to maintain specified financial ratios and satisfy other financial condition tests. We cannot assure that we will be able to maintain compliance with these covenants in the future and, if we fail to do so, that we will be able to obtain waivers from the relevant lenders and/or amend the covenants.

Our failure to comply with the restrictive covenants described above and/or the terms of any future indebtedness from time to time could result in an event of default, which, if not cured or waived, could result in our being required to repay these borrowings before their due date. If we are forced to refinance these borrowings on less favorable terms or cannot refinance these borrowings, our results of operations and financial condition could be adversely affected. As a result, our failure to comply with such restrictive covenants could have a material adverse effect on our business, results of operations and financial condition.

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We may be required to repurchase some of the Senior Notes upon a change of control triggering event.

Holders of the Senior Notes can require us to repurchase the Senior Notes upon a change of control (as defined in the indenture governing the Senior Notes) at a repurchase price equal to 101% of the principal amount of the Senior Notes, plus accrued and unpaid interest to, but excluding, the applicable repurchase date. Our ability to repurchase the Senior Notes may be limited by law or the terms of other agreements relating to our indebtedness. In addition, we may not have sufficient funds to repurchase the Senior Notes or have the ability to arrange necessary financing on acceptable terms, if at all. A change of control may also constitute a default under, or result in the acceleration of the maturity of, our other then-existing indebtedness. Our failure to repurchase the Senior Notes would result in a default under the Senior Notes, which may result in the acceleration of the Senior Notes and other then-existing indebtedness. We may not have sufficient funds to make any payments triggered by such acceleration, which could result in foreclosure proceedings and our seeking protection under the U.S. bankruptcy code.

General Risk Factors

Unfavorable or uncertain conditions in our industry or the global economy or reductions in information technology spending, including as a result of the COVID-19 pandemic, could limit our ability to grow our business and negatively affect our results of operations.

Our results of operations may vary based on the impact of changes in our industry or the global economy on us or our customers. Current or future economic uncertainties or downturns could adversely affect our business and results of operations. Negative conditions in the general economy both in the United States and abroad, including conditions resulting from changes in gross domestic product growth, financial and credit market fluctuations, international trade relations, political instability or unrest and new developments resulting from recent elections and changes of administration, natural catastrophes, warfare, infectious diseases and terrorist attacks on the United States, Europe, the Asia Pacific region or elsewhere, could cause a decrease in business investments by our customers and potential customers, including spending on information technology, and negatively affect the growth of our business. For example, the COVID-19 pandemic has curtailed business spending by our customers, resulted in business disruptions for us and/or our customers, restricted travel to customer sites and resulted in a quarantine of affected populations impacting our employees, partners and customers. Additionally, mitigation and containment measures adopted or reinstated by government authorities to contain the spread of COVID-19 in the U.S. and abroad may significantly impact business continuity for our partners and our customers, reduce our customers’ business operations, delay their engagement with us (including due to travel restrictions and restrictions on in-person meetings) and could thereby adversely affect our business and financial results. Further, these measures by government authorities may continue to remain in place for a significant period of time or, even if lifted, could be reinstated at any time, and additional and/or extended measures could significantly impact the ability of our employees and customers and vendors to work productively.

To the extent our offerings are perceived by customers and potential customers as discretionary, our revenue may be disproportionately affected by delays or reductions in general information technology spending. Also, customers may choose to develop in-house software as an alternative to using our products. Moreover, competitors may respond to market conditions by lowering prices. We cannot predict the timing, strength or duration of any economic slowdown, instability or recovery, generally or within any particular industry. If the economic conditions of the general economy or markets in which we operate do not improve, or worsen from present levels, our business, results of operations and financial condition could be adversely affected.

We may acquire other businesses which could require significant management attention, disrupt our business, or dilute shareholder value. We may be unable to integrate acquired businesses and technologies, and acquisitions could adversely affect our results of operations.

As part of our business strategy, we may acquire or make investments in complementary companies, products, or technologies. We have in the past acquired, and expect in the future to acquire, businesses that we believe will complement or augment our existing business, such as our recent acquisitions of Build, CMD and Optimyze. The identification of suitable acquisition candidates is difficult, and we may not be able to complete such acquisitions on favorable terms, if at all. If we do complete future acquisitions, we may not ultimately strengthen our competitive position or achieve our goals and business strategy, we may be subject to claims or liabilities assumed from an acquired company, product, or technology, and any acquisitions we complete could be viewed negatively by our customers, investors, and securities analysts. In addition, if we are unsuccessful at integrating future acquisitions, or the technologies associated with such acquisitions, into our company, the revenue and results of operations of the combined company could be adversely affected. Any integration process may require significant time and resources, which may disrupt our ongoing business and divert management’s attention, and we may not be able to manage the integration process successfully. We may not successfully evaluate or utilize acquired technology or personnel, realize anticipated synergies from acquisitions, or accurately forecast the financial impact of an acquisition transaction and integration of such acquisition, including accounting charges. We may have to pay cash, incur debt, or issue equity or equity-linked securities to pay for any future acquisitions, each of which could adversely affect our financial condition

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or the market price of our ordinary shares. The sale of equity or issuance of equity-linked debt to finance any future acquisitions could result in dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could also include covenants or other restrictions that would impede our ability to manage our operations. Additionally, we may acquire development stage companies that are not yet profitable, and that require continued investment, which could adversely affect our results of operations and liquidity. The occurrence of any of these risks could harm our business, results of operations, and financial condition.

Catastrophic events, or man-made problems such as terrorism, may disrupt our business.

A significant natural disaster, such as an earthquake, fire, flood, or significant power outage could have an adverse impact on our business, results of operations, and financial condition. The impact of climate change may increase these risks due to changes in weather patterns, such as increases in storm intensity, sea-level rise, melting of permafrost and temperature extremes in areas where we or our suppliers and customers conduct business. We have a number of our employees and executive officers located in the San Francisco Bay Area, a region known for seismic activity and wildfires. In the event our or our partners’ abilities are hindered by any of the events discussed above, sales could be delayed, resulting in missed financial targets for a particular quarter. In addition, acts of terrorism, acts of war, other geo-political unrest or health issues, such as an outbreak of pandemic or epidemic diseases, such as the COVID-19 pandemic, or fear of such events, could cause disruptions in our business or the business of our partners, customers or the economy as a whole. Any disruption in the business of our partners or customers that affects sales in a given fiscal quarter could have a significant adverse impact on our quarterly results for that and future quarters. For example, the full extent to which the COVID-19 pandemic impacts our business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted. In addition, the COVID-19 pandemic has adversely affected the economies of many countries, resulting in economic downturns that could affect demand for our products and likely impact our operating results. All of the aforementioned risks may be further increased if our disaster recovery plans prove to be inadequate. See the risk factor entitled “The ongoing COVID-19 pandemic could harm our business and results of operations.”

If our estimates or judgments relating to our critical accounting policies are based on assumptions that change or prove to be incorrect, our results of operations could fall below expectations of securities analysts and investors, resulting in a decline in the trading price of our ordinary shares.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Quarterly Report on Form 10-Q, the results of which form the basis for making judgments about the carrying values of assets, liabilities, equity, revenue, and expenses that are not readily apparent from other sources. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below our publicly announced guidance or the expectations of securities analysts and investors, resulting in a decline in the market price of our ordinary shares. Significant assumptions and estimates used in preparing our consolidated financial statements include those related to revenue recognition, measurement of stock-based compensation expense, accounting of intangible assets, goodwill impairment test, and accounting for income taxes including deferred tax assets and liabilities.

If industry or financial analysts do not publish research or reports about our business, or if they issue inaccurate or unfavorable research regarding our ordinary shares, our share price and trading volume could decline, which could adversely affect our business.

The trading market for our ordinary shares is influenced by the research and reports that industry or financial analysts publish about us or our business. We do not control these analysts, or the content and opinions included in their reports. If any of the analysts who cover us issues an inaccurate or unfavorable opinion regarding our company, our stock price would likely decline. In addition, the stock prices of many companies in the technology industry have declined significantly after those companies have failed to meet, or significantly exceed, the financial guidance publicly announced by the companies or the expectations of analysts or public investors. If our financial results fail to meet, or significantly exceed, our announced guidance or the expectations of analysts or public investors, our stock price may decline. Further, analysts could downgrade our ordinary shares or publish unfavorable research about us. If one or more of the analysts who cover our company ceases to cover us, or fails to publish reports on us regularly, our visibility in the financial markets could decrease, which in turn could cause our stock price or trading volume to decline and could adversely affect our business.

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The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain senior management and qualified board members.

As a public company, we are subject to the reporting and corporate governance requirements of the Exchange Act, the listing requirements of the NYSE and other applicable securities rules and regulations, including the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act. Compliance with these rules and regulations has increased, and we expect will continue increasing our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources.

Among other things, the Exchange Act requires that we file annual, quarterly and current reports with respect to our business and results of operations, and the Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight is required. As a result, management’s attention may be diverted from other business concerns, which could harm our business, financial condition, results of operations and prospects. Although we have already hired additional personnel to help comply with these requirements, we may need to further expand our legal and finance departments in the future or hire outside consultants, which will increase our costs and expenses.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure, including those related to climate change and other environmental, social and governance related matters, are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expense and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business and prospects may be harmed. As a result of disclosure of information in the filings required of a public company and in this Quarterly Report on Form 10-Q, our business and financial condition will become more visible, which may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business, financial condition, results of operations and prospects could be materially harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and materially harm our business, financial condition, results of operations and prospects. These factors could also make it more difficult for us to attract and retain qualified senior management or members of our board of directors, particularly to serve on our audit and compensation committees.

If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud, and investor confidence and the market price of our ordinary shares may decline, which could adversely affect our business.

As a public company in the United States, we are subject to the Sarbanes-Oxley Act, which requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended and anticipate that we will continue to expend significant resources, including accounting-related costs and significant management oversight. For example, since our IPO, we have hired additional accounting and financial staff with appropriate public company experience and technical accounting knowledge to assist in our compliance efforts. We have incurred and expect to continue to incur significant expenses and devote substantial management effort toward compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. To assist us in complying with these requirements we may need to hire more employees in the future, or engage outside consultants, which will increase our operating expenses.

Despite significant investment, our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to implement or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our results of operations or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting could also adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that are required to be included in our periodic reports that we file with the SEC.

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Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, subject us to sanctions or investigations by the NYSE, the SEC or other regulatory authorities, and would likely cause the trading price of our ordinary shares to decline, which could adversely affect our business.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

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ITEM 6. EXHIBITS

The documents listed below are incorporated by reference or are filed with this Quarterly Report on Form 10-Q, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).

Exhibit No.		Incorporated by Reference				Filed Herewith
	Description	Form	File No.	Exhibit	Filing Date
3.1	Articles of Association of Elastic N.V. (English translation).	10-Q	001-38675	3.1	12/12/2018
3.2	Deed of Amendment of the Articles of Association of Elastic N.V. (English translation).	10-Q	001-38675	3.2	12/12/2018
3.3	Deed of Conversion and Amendment of the Articles of Association of Elastic N.V. Articles of Association (English translation).	10-Q	001-38675	3.3	12/12/2018
10.1	Endgame, Inc. Amended and Restated 2010 Stock Incentive Plan, as amended, and related form agreements.					X
10.2	Build Security Ltd. 2020 Share Incentive Plan, as amended, and related form agreements.	S-8	333-261544	4.2	12/8/2021
10.3	cmdWatch Security Inc. Stock Option Plan, as amended, and related form agreements.	S-8	333-261544	4.3	12/8/2021
31.1	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					X
31.2	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.					X
32.1*	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.					X
32.2*	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.					X
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

______________________

* The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.

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SIGNATURES

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 thereunto duly authorized.

		Elastic N.V.
Date:	December 8, 2021	By:	/s/ Shay Banon
			Shay Banon
			Chief Executive Officer and Chairman (Principal Executive Officer)
Date:	December 8, 2021	By:	/s/ Janesh Moorjani
			Janesh Moorjani
			Chief Financial Officer (Principal Financial and Accounting Officer)

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EX-10.1

Exhibit 10.1

ENDGAME SYSTEMS, INC.

AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN

1.Establishment, Purpose and Types of Awards

Endgame Systems, Inc., a Delaware corporation (the “Company”), hereby establishes the Endgame Systems, Inc. Amended and Restated 2010 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to promote the long-term growth and profitability of the Company by (i) providing key people with incentives to improve stockholder value and to contribute to the growth and financial success of the Company through their future services, and (ii) enabling the Company to attract, retain and reward the best-available persons. This Plan is a continuation, and amendment and restatement, of the Company’s 2010 Stock Incentive Plan.

The Plan permits the granting of stock options (including incentive stock options qualifying under Code section 422 and nonstatutory stock options), stock appreciation rights, or other stock-based awards, or any combination of the foregoing.

2.Definitions

Under this Plan, except where the context otherwise indicates, the following definitions apply:

(a)“Administrator” means the Board or the committee(s) or officer(s) appointed by the Board that have authority to administer the Plan as provided in Section 3 hereof.

(b)“Affiliate” means any entity, whether now or hereafter existing, which controls, is controlled by, or is under common control with, the Company (including, but not limited to, joint ventures, limited liability companies, and partnerships). For this purpose, “control” shall mean ownership of 50% or more of the total combined voting power or value of all classes of stock or interests of the entity, or has the power to direct the management and policies of the entity, by contract or otherwise.

(c)“Award” means any stock option, stock appreciation right, or other stock award.

(d)“Board” means the Board of Directors of the Company.

(e)“Cause” has the meaning ascribed to such term or words of similar import in the relevant individual’s written restricted stock agreement or employment or service contract with the Company as in effect at the time at issue and, in the absence of such agreement or definition, means the (i) conviction of, or plea of nolo contendere to, a felony or crime involving moral turpitude; (ii) fraud on or misappropriation of any funds or property of the Company, any affiliate, customer or vendor; (iii) personal dishonesty, incompetence, willful misconduct, willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses) or breach of fiduciary duty which involves personal profit; (iv) willful misconduct in connection with an individual’s duties or willful failure to perform such individual’s responsibilities in the best interests of the Company; (v) illegal use or distribution of drugs; (vi) violation of any Company rule, regulation, procedure or policy; or (vii) breach of any provision of any employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by an individual for the benefit of the Company, all as determined by the Administrator, which determination will be conclusive.

(f)“Change in Control” means: (i) the acquisition (other than from the Company) in one or more transactions by any Person, as defined in this Section 2(f), of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of 50% or more of (A) the then outstanding shares of the securities of the Company, or (B) the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (the “Company Voting Stock”); (ii) the closing of a sale or other conveyance of all or substantially all of the assets of the Company; or (iii) the effective time of any merger, share exchange, consolidation, or other business combination involving the Company if immediately after such transaction persons who hold a majority of the outstanding voting securities entitled to vote generally in the election of directors of the surviving entity (or the entity owning 100% of such surviving entity) are not persons who, immediately prior to such transaction, held the Company Voting Stock; provided, however, that a Change in Control shall not include any transaction primarily for equity financing purposes or a public offering of capital stock of the Company; and provided, further, that for purposes of any Award or subplan that constitutes a “nonqualified deferred compensation plan,” within the meaning of Code section 409A, the Administrator, in its discretion, may specify a different definition of Change in Control in order to comply with the provisions of Code section 409A. For purposes of this Section

2(f), a “Person” means any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended, other than: employee benefit plans sponsored or maintained by the Company and by entities controlled by the Company or an underwriter of the Common Stock in a registered public offering.

(g)“Code” means the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder.

(h)“Common Stock” means shares of the common stock of the Company, par value of $0.001 per share.

(i)“Fair Market Value” means, with respect to a share of the Company’s Common Stock for any purpose on a particular date, the value determined by the Administrator in good faith. However, if the Common Stock is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and listed for trading on a national exchange or market, “Fair Market Value” means, as applicable, (i) the closing price quoted on the New York Stock Exchange, the American Stock Exchange, the Nasdaq Global Select Market, or the Nasdaq Global Market; (ii) the last sale price on the relevant date quoted on the Nasdaq Capital Market; (iii) the average of the high bid and low asked prices on the relevant date quoted on the Nasdaq OTC Bulletin Board Service or by the National Quotation Bureau, Inc. or a comparable service as determined in the Administrator’s discretion; or (iv) if the Common Stock is not quoted by any of the above, the average of the closing bid and asked prices on the relevant date furnished by a professional market maker for the Common Stock, or by such other source, selected by the Administrator. If no public trading of the Common Stock occurs on the relevant date but the shares are so listed, then Fair Market Value shall be determined as of the next preceding date on which trading of the Common Stock did occur. For all purposes under this Plan, the term “relevant date” as used in this Section 2(i) means either the date as of which Fair Market Value is to be determined or the next preceding date on which public trading of the Common Stock occurs, as determined in the Administrator’s discretion.

(j)“Grant Agreement” means a written document, including an electronic writing acceptable to the Administrator, memorializing the terms and conditions of an Award granted pursuant to the Plan and which shall incorporate the terms of the Plan.

3.Administration

(a)(Administration of the Plan. The Plan shall be administered by the Board or by such committee or committees as may be appointed by the Board from time to time. To the extent allowed by applicable state law, the Board by resolution may authorize an officer or officers to grant Awards (other than stock Awards) to any person eligible to participate in the Plan, and, to the extent of such authorization, such officer or officers shall be the Administrator.

(b)Powers of the Administrator. The Administrator shall have all the powers vested in it by the terms of the Plan, such powers to include authority, in its sole and absolute discretion, to grant Awards under the Plan, prescribe Grant Agreements evidencing such Awards and establish programs for granting Awards.

The Administrator shall have full power and authority to take all other actions necessary to carry out the purpose and intent of the Plan, including, but not limited to, the authority to: (i) determine the eligible persons to whom, and the time or times at which Awards shall be granted; (ii) determine the types of Awards to be granted; (iii) determine the number of shares to be covered by or used for reference purposes for each Award; (iv) impose such terms, limitations, restrictions and conditions upon any such Award as the Administrator shall deem appropriate; (v) modify, amend, extend or renew outstanding Awards, or accept the surrender of outstanding Awards and substitute new Awards; provided, however, that, except as otherwise permitted under Section 7(d) of the Plan, any modification, amendment, extension, renewal or substitution that would materially adversely affect any outstanding Award shall not be made without the consent of the holder, but if any of the foregoing actions results in a change in the tax consequences with respect to an Award such change shall not be considered to be a material adverse affect on the Award; (vi) accelerate or otherwise change the time in which an Award may be exercised or becomes payable and to waive or accelerate the lapse, in whole or in part, of any restriction or condition with respect to such Award, including, but not limited to, any restriction or condition with respect to the vesting or exercisability of an Award following termination of any grantee’s employment or other relationship with the Company; (vii) establish objectives and conditions, if any, for earning Awards and determining whether Awards will be paid with respect to a performance period; and (viii) for any purpose, including but not limited to, qualifying for preferred tax treatment under foreign tax laws or otherwise complying with the regulatory requirements of local or foreign jurisdictions, to establish, amend, modify,

administer or terminate sub-plans, and prescribe, amend and rescind rules and regulations relating to such sub-plans.

The Administrator shall have full power and authority, in its sole and absolute discretion, to administer, construe and interpret the Plan, Grant Agreements and all other documents relevant to the Plan and Awards issued thereunder, to establish, amend, rescind and interpret such rules, regulations, agreements, guidelines and instruments for the administration of the Plan and for the conduct of its business as the Administrator deems necessary or advisable, and to correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award in the manner and to the extent the Administrator shall deem it desirable to carry it into effect.

(c)Non-Uniform Determinations. The Administrator’s determinations under the Plan (including without limitation, determinations of the persons to receive Awards, the form, amount and timing of such Awards, the terms and provisions of such Awards and the Grant Agreements evidencing such Awards) need not be uniform and may be made by the Administrator selectively among persons who receive, or are eligible to receive, Awards under the Plan, whether or not such persons are similarly situated.

(d)Limited Liability. To the maximum extent permitted by law, no member of the Administrator shall be liable for any action taken or decision made in good faith relating to the Plan or any Award thereunder.

(e)Indemnification. To the maximum extent permitted by law and by the Company’s charter and by-laws, the members of the Administrator shall be indemnified by the Company in respect of all their activities under the Plan.

(f)Effect of Administrator’s Decision. All actions taken and decisions and determinations made by the Administrator on all matters relating to the Plan pursuant to the powers vested in it hereunder shall be in the Administrator’s sole and absolute discretion and shall be conclusive and binding on all parties concerned, including the Company, its stockholders, any participants in the Plan and any other employee, consultant, or director of the Company, and their respective successors in interest.

4.Shares Available for the Plan

(a)Share Reserve. Subject to adjustments as provided in Section 7(d) of the Plan, the shares of Common Stock that may be issued with respect to Awards granted under the Plan shall not exceed an aggregate of 6,065,882 shares of Common Stock. The Company shall reserve such number of shares for Awards under the Plan, subject to adjustments as provided in Section 7(d) of the Plan. If any Award, or portion of an Award, under the Plan expires or terminates unexercised, becomes unexercisable, is settled in cash without delivery of shares of Common Stock, or is forfeited or otherwise terminated, surrendered or canceled as to any shares, or if any shares of Common Stock are repurchased by or surrendered to the Company in connection with any Award (whether or not such surrendered shares were acquired pursuant to any Award), or if any shares are withheld by the Company, the shares subject to such Award and the repurchased, surrendered and withheld shares shall thereafter be available for further Awards under the Plan; provided, however, that any such shares that are surrendered to or repurchased or withheld by the Company in connection with any Award or that are otherwise forfeited after issuance shall not be available for purchase pursuant to incentive stock options intended to qualify under Code section 422.

(b)Incentive Stock Option Limit. Notwithstanding anything to the contrary in this Section 4 and subject to adjustments as provided in Section 7(d) of the Plan, the shares of Common Stock that may be issued pursuant to the exercise of incentive stock options intended to qualify under Code section 422 shall not exceed an aggregate of 6,065,882 shares of Common Stock.

5.Participation

Participation in the Plan shall be open to all employees, officers, and directors of, and other individuals (including consultants and advisors) providing bona fide services to or for, the Company, or to any Affiliate of the Company, as may be selected by the Administrator from time to time; provided, however, that nonstatutory stock options and SARs (as defined in Section 6(b) of the Plan) may not be granted to employees, officers, directors, and other individuals (including consultants and advisors) who are providing services only to any “parent” of the Company, as such term is defined in Rule 405 promulgated under the Securities Act of 1933, as amended, unless the stock underlying such Award is treated as “service recipient stock” under Code section 409A because the Awards are granted pursuant to a corporate transaction (such as a spin off transaction) or unless such Awards comply with the distribution requirements of Code section 409A.

6.Awards

The Administrator, in its sole discretion, establishes the terms of all Awards granted under the Plan. Awards may be granted individually or in tandem with other types of Awards, concurrently with or with respect to outstanding Awards. All Awards are subject to the terms and conditions provided in the Grant Agreement. The Administrator may permit or require a recipient of an Award to defer such individual’s receipt of the payment of cash or the delivery of Common Stock that would otherwise be due to such individual by virtue of the issuance of, exercise of, payment of, or lapse or waiver of restrictions respecting, any Award. If any such payment deferral is required or permitted, the Administrator shall, in its sole discretion, establish rules and procedures for such payment deferrals, subject to the provisions of Code section 409A.

(a)Stock Options. The Administrator may from time to time grant to eligible participants Awards of incentive stock options as that term is defined in Code section 422 or nonstatutory stock options; provided, however, that Awards of incentive stock options shall be limited to employees of the Company or of any current or hereafter existing “parent corporation” or “subsidiary corporation,” as defined in Code sections 424(e) and (f), respectively, of the Company and any other individuals who are eligible to receive incentive stock options under the provisions of Code section 422. Options intended to qualify as incentive stock options under Code section 422 must have an exercise price at least equal to Fair Market Value as of the date of grant, but nonstatutory stock options may be granted with an exercise price less than Fair Market Value (subject to the provisions of Code section 409A). No stock option shall be an incentive stock option unless so designated by the Administrator at the time of grant or in the Grant Agreement evidencing such stock option.

(b)Stock Appreciation Rights. The Administrator may from time to time grant to eligible participants Awards of Stock Appreciation Rights (“SAR”). A SAR entitles the grantee to receive, subject to the provisions of the Plan and the Grant Agreement, a payment having an aggregate value equal to the product of (i) the excess of (A) the Fair Market Value on the exercise date of one share of Common Stock over (B) the base price per share specified in the Grant Agreement, times (ii) the number of shares specified by the SAR, or portion thereof, which is exercised. The base price per share specified in the Grant Agreement shall not be less than the lower of the Fair Market Value on the grant date or the exercise price of any tandem stock option Award to which the SAR is related. No SAR shall have a term longer than 10 years duration. Payment by the Company of the amount receivable upon any exercise of a SAR may be made by the delivery of Common Stock or cash, or any combination of Common Stock and cash, as determined in the sole discretion of the Administrator. If upon settlement of the exercise of a SAR a grantee is to receive a portion of such payment in shares of Common Stock, the number of shares shall be determined by dividing such portion by the Fair Market Value of a share of Common Stock on the exercise date. No fractional shares shall be used for such payment and the Administrator shall determine whether cash shall be given in lieu of such fractional shares or whether such fractional shares shall be eliminated.

(c)Stock Awards. The Administrator may from time to time grant stock Awards to eligible participants in such amounts, on such terms and conditions, and for such consideration, including no consideration or such minimum consideration as may be required by law, as it shall determine. A stock Award may be denominated in Common Stock or other securities, stock-equivalent units, securities or debentures convertible into Common Stock, or any combination of the foregoing and may be paid in Common Stock or other securities, in cash, or in a combination of Common Stock or other securities and cash, all as determined in the sole discretion of the Administrator.

7.Miscellaneous

(a)Withholding of Taxes. Grantees and holders of Awards shall pay to the Company or its Affiliate, or make provision satisfactory to the Administrator for payment of, any taxes required to be withheld in respect of Awards under the Plan no later than the date of the event creating the tax liability. The Company or its Affiliate may, in its sole discretion and to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to the grantee or holder of an Award, including, but not limited to, withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the grantee or holder of such Award in connection with the Award. In the event that payment to the Company or its Affiliate of such tax obligations is made in shares of Common Stock, such shares shall be valued at Fair Market Value on the applicable date for such purposes and shall not exceed in amount the minimum statutory tax withholding obligation.

(b)Loans. To the extent otherwise permitted by law, the Company or its Affiliate may make or guarantee loans to grantees to assist grantees in exercising Awards and satisfying any withholding tax obligations.

(c)Transferability. Except as otherwise determined by the Administrator, and in any event in the case of an incentive stock option or a stock appreciation right granted with respect to an incentive stock option, no Award granted under the Plan shall be transferable by a grantee otherwise than by will or the laws of descent and distribution. Unless otherwise determined by the Administrator in accord with the provisions of the immediately preceding sentence, an Award may be exercised during the lifetime of the grantee, only by the grantee or, during the period the grantee is under a legal disability, by the grantee’s guardian or legal representative.

(d)Adjustments for Corporate Transactions and Other Events.

(i)Stock Dividend, Stock Split and Reverse Stock Split. In the event of a stock dividend of, or stock split or reverse stock split affecting, the Common Stock, (A) the maximum number of shares of such Common Stock as to which Awards may be granted under this Plan, as provided in Section 4 of the Plan, and (B) the number of shares covered by and the exercise price and other terms of outstanding Awards, shall, without further action of the Board, be adjusted to reflect such event unless the Board determines, at the time it approves such stock dividend, stock split or reverse stock split, that no such adjustment shall be made. The Administrator may make adjustments, in its discretion, to address the treatment of fractional shares and fractional cents that arise with respect to outstanding Awards as a result of the stock dividend, stock split or reverse stock split.

(ii)Non-Change in Control Transactions. Except with respect to the transactions set forth in Section 7(d)(i), in the event of any change affecting the Common Stock, the Company or its capitalization, by reason of a spin-off, split-up, dividend, recapitalization, merger, consolidation or share exchange, other than any such change that is part of a transaction resulting in a Change in Control of the Company, the Administrator, in its discretion and without the consent of the holders of the Awards, may make (A) appropriate adjustments to the maximum number and kind of shares reserved for issuance or with respect to which Awards may be granted under the Plan, as provided in Section 4 of the Plan; and (B) any adjustments in outstanding Awards, including but not limited to modifying the number, kind and price of securities subject to Awards.

(iii)Change in Control Transactions. In the event of any transaction resulting in a Change in Control of the Company, the Administrator, in its sole discretion, may take any or all of the following actions to be effective as of the date of the Change in Control (or as of some other date prior to the Change in Control, but contingent upon the consummation of the Change in Control):

(A)accelerate (in part or in whole) the vesting and/or exercisability of such option or other Award;

(B)unilaterally cancel such option in exchange for whole and/or fractional shares of Common Stock (or for whole shares and cash in lieu of any fractional share) that, in the aggregate, are equal in value to the excess of the Fair Market Value of the shares of Common Stock that could be purchased subject to such option determined as of the effective time of the Change in Control (not taking into account vesting and/or exercisability) over the aggregate exercise price for such shares of Common Stock;

(C)unilaterally cancel such option in exchange for cash or other property equal in value to the excess of the Fair Market Value of the shares of Common Stock that could be purchased subject to such option determined as of the effective time of the Change in Control (not taking into account vesting and/or exercisability) over the aggregate exercise price for such shares of Common Stock. For purposes of clarity, this payment may be zero ($0) if the value of the property is equal to or less than the exercise price. Payments under this provision may be delayed to the same extent that payment of consideration to the holders of the Common Stock in connection with the Change in Control is delayed as a result of escrows, earn outs, holdbacks, or any other contingencies;

(D)unilaterally cancel such option after providing the holder of such option with (y) an opportunity to exercise such option within a specified period prior to the effective time of the Change in Control, and (z) notice of such opportunity to exercise prior to the commencement of such specified period;

(E)unilaterally cancel such option and notify the holder of such option of such action, but only if the Fair Market Value of the shares of Common Stock that could be purchased subject to such option determined as of the effective time of the Change in Control (not taking into account vesting and/or exercisability) does not exceed the aggregate exercise price for such shares; and/or

(F)unilaterally cancel any such option which has not vested and/or which has not become exercisable as of the effective time of the Change in Control.

The Administrator need not take the same action with respect to all Awards or with respect to all holders of such Awards. The Administrator may take different actions with respect to the vested and unvested portions of an Award.

(iv)Unusual or Nonrecurring Events. The Administrator is authorized to make, in its discretion and without the consent of holders of Awards, adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events affecting the Company, or the financial statements of the Company or any Affiliate, or of changes in applicable laws, regulations, or accounting principles, whenever the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

(e)Substitution of Awards in Mergers and Acquisitions. Awards may be granted under the Plan from time to time in substitution for awards held by employees, officers, consultants or directors of entities who become or are about to become employees, officers, consultants or directors of the Company or an Affiliate as the result of a merger or consolidation of the employing entity with the Company or an Affiliate, or the acquisition by the Company or an Affiliate of the assets or stock of the employing entity. The terms and conditions of any substitute Awards so granted may vary from the terms and conditions set forth herein to the extent that the Administrator deems appropriate at the time of grant to conform the substitute Awards to the provisions of the awards for which they are substituted.

(f)Other Agreements. As a condition precedent to the grant of any Award under the Plan, the exercise pursuant to such an Award, or to the delivery of certificates for shares issued pursuant to any Award, the Administrator may require the grantee or the grantee’s successor or permitted transferee, as the case may be, to become a party to a stock restriction agreement, shareholders’ agreement, voting agreement, right of first refusal and co-sale agreement or other agreements regarding the Common Stock of the Company in such form(s) as the Administrator may determine from time to time.

(g)Termination, Amendment and Modification of the Plan. The Board may terminate, amend or modify the Plan or any portion thereof at any time. Except as otherwise determined by the Board, termination of the Plan shall not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

(h)Non-Guarantee of Employment or Service. Nothing in the Plan or in any Grant Agreement thereunder shall confer any right on an individual to continue in the service of the Company or shall interfere in any way with the right of the Company to terminate such service at any time with or without cause or notice and whether or not such termination results in (i) the failure of any Award to vest; (ii) the forfeiture of any unvested or vested portion of any Award; and/or (iii) any other adverse effect on the individual’s interests under the Plan.

(i)Compliance with Securities Laws; Listing and Registration. If at any time the Administrator determines that the delivery of Common Stock under the Plan is or may be unlawful under the laws of any applicable jurisdiction, or Federal, state or foreign securities laws, the right to exercise an Award or receive shares of Common Stock pursuant to an Award shall be suspended until the Administrator determines that such delivery is lawful. The Company shall have no obligation to effect any registration or qualification of the Common Stock under Federal, state or foreign laws. The Company may require that a grantee, as a condition to exercise of an Award, and as a condition to the delivery of any share certificate, make such written representations (including representations to the effect that such person will not dispose of the Common Stock so acquired in violation of Federal, state or foreign securities laws) and furnish such information as may, in the opinion of counsel for the Company, be appropriate to permit the Company to issue the Common Stock in compliance with applicable Federal, state or foreign securities laws. The stock certificates for any shares of Common Stock issued pursuant to this Plan may bear a legend restricting transferability of the shares of Common Stock unless such shares are registered or an exemption from registration is available under the Securities Act of 1933, as amended, and applicable state or foreign securities laws.

(j)No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a grantee or any other person. To the extent that any grantee or other person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company.

(k)Governing Law. The validity, construction and effect of the Plan, of Grant Agreements entered into pursuant to the Plan, and of any rules, regulations, determinations or decisions made by the Administrator relating to the Plan or such Grant Agreements, and the rights of any and all persons having or claiming to have any interest therein or thereunder, shall be determined exclusively in accordance with applicable federal laws and the laws of the State of Delaware, without regard to its conflict of laws principles.

(l)409A Savings Clause. The Plan and all Awards granted hereunder are intended to comply with, or otherwise be exempt from, Code section 409A. The Plan and all Awards granted under the Plan shall be administered, interpreted, and construed in a manner consistent with Code section 409A to the extent necessary to

avoid the imposition of additional taxes under Code section 409A(a)(1)(B). Should any provision of the Plan, any Award agreement, or any other agreement or arrangement contemplated by the Plan be found not to comply with, or otherwise be exempt from, the provisions of Code section 409A, such provision shall be modified and given effect (retroactively if necessary), in the sole discretion of the Administrator, and without the consent of the holder of the Award, in such manner as the Administrator determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Code section 409A. Notwithstanding anything in the Plan to the contrary, in no event shall the Administrator exercise its discretion to accelerate the payment or settlement of an Award where such payment or settlement constitutes deferred compensation within the meaning of Code section 409A unless, and solely to the extent, that such accelerated payment or settlement is permissible under Treasury Regulation section 1.409A-3(j)(4) or any successor provision.

(m)Prior Plans. This Plan is the only plan or agreement of the Company with respect to the subject matter hereof and supersedes and replaces all prior plans, agreements and undertakings, both written and oral, with respect to such subject matter.

(n)Effective Date; Termination Date. The Plan is effective as of the date on which the Plan is adopted by the Board, subject to approval of the stockholders within twelve months before or after such date. No Award shall be granted under the Plan after the close of business on the day immediately preceding the tenth anniversary of the effective date of the Plan, or if earlier, the tenth anniversary of the date this Plan is approved by the stockholders. Subject to other applicable provisions of the Plan, all Awards made under the Plan prior to such termination of the Plan shall remain in effect until such Awards have been satisfied or terminated in accordance with the Plan and the terms of such Awards.

PLAN APPROVAL

Date Original Plan Approved by the Board: October 14, 2010

Date Original Plan Approved by the Stockholders: October 14, 2010

Date Amended and Restated Plan Approved by the Board: October 17, 2012

Date Amended and Restated Plan Approved by the Stockholders: October 17, 2012

APPENDIX A

PROVISIONS FOR CALIFORNIA RESIDENTS

With respect to Awards granted to California residents prior to a public offering of capital stock of the Company that is effected pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended, and only to the extent required by applicable law, the following provisions shall apply notwithstanding anything in the Plan or a Grant Agreement to the contrary:

1.With respect to any Award granted in the form of a stock option pursuant to Section 6(a) of the Plan:

(a)The exercise period shall be no more than 120 months from the date the option is granted.

(b)The options shall be non-transferable other than by will, by the laws of descent and distribution, or, if and to the extent permitted under the Grant Agreement, to a revocable trust or as permitted by Rule 701 of the Securities Act of 1933, as amended (17 C.F.R. 230.701).

(c)Unless employment is terminated for “cause” as defined by applicable law, the terms of the Plan or Grant Agreement, or a contract of employment, the right to exercise the option in the event of termination of employment, to the extent that the Award recipient is entitled to exercise on the date employment terminates, will continue until the earlier of the option expiration date, or:

(1)At least 6 months from the date of termination if termination was caused by death or disability.

(2)At least 30 days from the date of termination if termination was caused by other than death or disability.

2.With respect to an Award, granted pursuant to Section 6(c) of the Plan, that provides the Award recipient the right to purchase stock, the Award shall be non-transferable other than by will, by the laws of descent and distribution, or, if and to the extent permitted under the Grant Agreement, to a revocable trust or as permitted by Rule 701 of the Securities Act of 1933, as amended (17 C.F.R. 230.701).

3.The Plan shall have a termination date of not more than 10 years from the date the Plan is adopted by the Board or the date the Plan is approved by the security holders, whichever is earlier.

4.Security holders representing a majority of the Company’s outstanding securities entitled to vote must approve the Plan by the later of (a) 12 months after the date the Plan is adopted or (b) 12 months after the granting of any Award to a resident of California. Any option exercised or any securities purchased before security holder approval is obtained must be rescinded if security holder approval is not obtained within the period described in the preceding sentence. Such securities shall not be counted in determining whether such approval is obtained.

5.At the discretion of the Administrator, the Company may reserve to itself and/or its assignee(s) in the Grant Agreement or any applicable stock restriction agreement a right to repurchase securities held by an Award recipient upon such Award recipient’s termination of employment at any time within six months after such Award recipient’s termination date (or in the case of securities issued upon exercise of an option after the termination date, within six months after the date of such exercise) for cash or cancellation of purchase money indebtedness, at:

(a)no less than the Fair Market Value of such securities as of the date of the Award recipient’s termination of employment, provided, that such right to repurchase securities terminates when the Company’s securities have become publicly traded; or

(b)the Award recipient’s original purchase price, provided, that such right to repurchase securities at the original purchase price lapses at the rate of at least 20% of the securities per year over 5 years from the date the option is granted (without respect to the date the option was exercised or became exercisable).

The securities held by an officer, director, manager or consultant of the Company or an affiliate may be subject to additional or greater restrictions.

6.The Company will provide financial statements to each Award recipient annually during the period such individual has Awards outstanding, or as otherwise required under Section 260.140.46 of Title 10 of the California Code of Regulations. Notwithstanding the foregoing, the Company will not be required to provide such financial statements to Award recipients when the Plan complies with all conditions of Rule 701 of the Securities Act of 1933, as amended (17 C.F.R. 230.701); provided that for purposes of determining such

compliance, any registered domestic partner shall be considered a “family member” as that term is defined in Rule 701.

7.The Plan is intended to comply with Section 25102(o) of the California Corporations Code. Any provision of this Plan which is inconsistent with Section 25102(o), including without limitation any provision of this Plan that is more restrictive than would be permitted by Section 25102(o) as amended from time to time, shall, without further act or amendment by the Board, be reformed to comply with the provisions of Section 25102(o). If at any time the Administrator determines that the delivery of Common Stock under the Plan is or may be unlawful under the laws of any applicable jurisdiction, or federal or state securities laws, the right to exercise an Award or receive shares of Common Stock pursuant to an Award shall be suspended until the Administrator determines that such delivery is lawful. The Company shall have no obligation to effect any registration or qualification of the Common Stock under federal or state laws.

FIRST AMENDMENT TO THE

ENDGAME SYSTEMS, INC. AMENDED AND RESTATED

2010 STOCK INCENTIVE PLAN

March 8, 2013

This First Amendment (this “Plan Amendment”) hereby amends the Endgame Systems, Inc. Amended and Restated 2010 Stock Incentive Plan adopted on October 17, 2012 (as amended, the “Plan”) as follows:

1.

Section 4(b) of the Plan is hereby amended such that the number “6,065,882” appearing in such section is hereby deleted and replaced with the number “11,613,864”, such number indicating the aggregate number of shares of Common Stock that shall be reserved under the Plan and available for future Awards under the Plan and issued pursuant to the exercise of incentive stock options.

2.

All capitalized terms not otherwise defined herein shall have the meaning as set forth in the Plan.

3.

To the extent anything in this Plan Amendment is in conflict with the Plan, this Plan Amendment shall control. Except as expressly set forth in this Plan Amendment, the terms and conditions of the Plan shall continue in full force and effect.

This Plan Amendment was approved by the Board of Directors and the requisite majority of the stockholders of the Company on and as of March 8, 2013 and is effective as of such date.

SECOND AMENDMENT TO THE

ENDGAME, INC. AMENDED AND RESTATED

2010 STOCK INCENTIVE PLAN

November 7, 2014

This Second Amendment (this “Plan Amendment”) hereby amends the Endgame, Inc. Amended and Restated 2010 Stock Incentive Plan adopted on October 17, 2012 (as amended, the “Plan”) as follows:

1.

Section 4 of the Plan is hereby amended and restated in its entirety as follows:

4. Shares Available for the Plan

(a) Share Reserve. Subject to adjustments as provided in Section 7(d) of the Plan, the shares of Common Stock that may be issued with respect to Awards granted under the Plan shall not exceed an aggregate of 18,141,942 shares of Common Stock. The Company shall reserve such number of shares for Awards under the Plan, subject to adjustments as provided in Section 7(d) of the Plan. If any Award, or portion of an Award, under the Plan expires or terminates unexercised, becomes unexercisable, is settled in cash without delivery of shares of Common Stock, or is forfeited or otherwise terminated, surrendered or canceled as to any shares, or if any shares of Common Stock are repurchased by or surrendered to the Company in connection with any Award (whether or not such surrendered shares were acquired pursuant to any Award), or if any shares are withheld by the Company, the shares subject to such Award and the repurchased, surrendered and withheld shares shall thereafter be available for further Awards under the Plan.

(b) Incentive Stock Option Limit. Notwithstanding anything to the contrary in this Section 4 and subject to adjustments as provided in Section 7(d) of the Plan, the shares of Common Stock that may be issued pursuant to the exercise of incentive stock options intended to qualify under Code section 422 shall not exceed an aggregate of 18,141,942 shares of Common Stock.

2.

All capitalized terms not otherwise defined herein shall have the meaning as set forth in the Plan.

3.

To the extent anything in this Plan Amendment is in conflict with the Plan, this Plan Amendment shall control. Except as expressly set forth in this Plan Amendment, the terms and conditions of the Plan shall continue in full force and effect.

This Plan Amendment was approved by the Board of Directors and the requisite majority of the stockholders of the Company on and as of November 7, 2014 and is effective as of such date.

THIRD AMENDMENT TO THE

ENDGAME, INC. AMENDED AND RESTATED

2010 STOCK INCENTIVE PLAN

March 8, 2017

This Third Amendment (this “Plan Amendment”) hereby amends the Endgame, Inc. Amended and Restated 2010 Stock Incentive Plan adopted on October 17, 2012 (as amended, the “Plan”) as follows:

1.

Section 4 of the Plan is hereby amended and restated in its entirety as follows:

4. Shares Available for the Plan

(a) Share Reserve. Subject to adjustments as provided in Section 7(d) of the Plan, the shares of Common Stock that may be issued with respect to Awards granted under the Plan shall not exceed an aggregate of 21,141,942 shares of Common Stock. The Company shall reserve such number of shares for Awards under the Plan, subject to adjustments as provided in Section 7(d) of the Plan. If any Award, or portion of an Award, under the Plan expires or terminates unexercised, becomes unexercisable, is settled in cash without delivery of shares of Common Stock, or is forfeited or otherwise terminated, surrendered or canceled as to any shares, or if any shares of Common Stock are repurchased by or surrendered to the Company in connection with any Award (whether or not such surrendered shares were acquired pursuant to any Award), or if any shares are withheld by the Company, the shares subject to such Award and the repurchased, surrendered and withheld shares shall thereafter be available for further Awards under the Plan.

(b) Incentive Stock Option Limit. Notwithstanding anything to the contrary in this Section 4 and subject to adjustments as provided in Section 7(d) of the Plan, the shares of Common Stock that may be issued pursuant to the exercise of incentive stock options intended to qualify under Code section 422 shall not exceed an aggregate of 21,141,942 shares of Common Stock.

2.

All capitalized terms not otherwise defined herein shall have the meaning as set forth in the Plan.

3.

To the extent anything in this Plan Amendment is in conflict with the Plan, this Plan Amendment shall control. Except as expressly set forth in this Plan Amendment, the terms and conditions of the Plan shall continue in full force and effect.

This Plan Amendment was approved by the Board of Directors and the requisite majority of the stockholders of the Company on and as of March 8, 2017 and is effective as of such date.

FOURTH AMENDMENT TO THE

ENDGAME, INC. AMENDED AND RESTATED

2010 STOCK INCENTIVE PLAN

November 29, 2021

This Fourth Amendment (this “Plan Amendment”) hereby amends the Endgame, Inc. Amended and Restated 2010 Stock Incentive Plan adopted on October 17, 2012 (as amended, the “Plan”) as follows:

1.

A new Section 8 of the Plan is hereby added to the Plan as follows:

8. Death Acceleration

Upon an Award holder’s death, the Award holder’s outstanding and unvested Awards will accelerate and fully vest; provided that the aggregate Fair Market Value (as such term is defined in the Elastic N.V. Amended and Restated 2012 Stock Option Plan, as amended (the “2012 Plan”)) of the shares of Common Stock covered by Awards that may accelerate and fully vest pursuant to this Section 8 and the shares and other securities covered by Company equity awards issued under other equity plans and arrangements (collectively, the “Eligible Awards”) that may accelerate and vest pursuant to comparable provisions in such other equity plans and arrangements may not exceed $1,000,000 in the aggregate, as measured on the date of the Award holder’s death (the “Death Acceleration Limit”). The order in which Eligible Awards will accelerate and vest up to the Death Acceleration Limit will be determined as follows: (a) Eligible Awards will accelerate and apply toward the Death Acceleration Limit based on their class in the following order: (1) Restricted Stock, (2) Restricted Stock Units, and (3) Options and Stock Appreciation Rights (as such terms are defined in the 2012 Plan), and (b) with respect to Eligible Awards of the same class, awards with an earlier date of grant will accelerate and apply toward the Death Acceleration Limit prior to Eligible Awards with a later date of grant. If two or more Eligible Awards of the same class are granted on the same date, each Eligible Award will accelerate and vest on a pro-rata basis. For the avoidance of doubt, the acceleration described in this Section 8 does not apply to any Eligible Awards with performance-based vesting. Notwithstanding anything in this Section 8 to the contrary, in the event an Award holder’s death results from a suicide, the acceleration and vesting described in this Section 8 will be solely at the Company’s discretion and will not occur automatically.

2.

All capitalized terms not otherwise defined herein shall have the meaning as set forth in the Plan.

3.

To the extent anything in this Plan Amendment is in conflict with the Plan, this Plan Amendment shall control. Except as expressly set forth in this Plan Amendment, the terms and conditions of the Plan shall continue in full force and effect.

This Plan Amendment was approved by the Compensation Committee of the Board of Directors of Elastic N.V. on and as of November 29, 2021 and is effective as of such date.

ENDGAME, INC.

INCENTIVE STOCK OPTION NOTICE

This Notice evidences the award of stock options (each, an “Option” or collectively, the “Options”) that have been granted to you, [ ], subject to and conditioned upon your agreement to the terms of the attached Incentive Stock Option Agreement (the “Agreement”). The Options entitle you to purchase shares of Common Stock, par value $0.001 per share (“Common Stock”), of Endgame, Inc., a Delaware corporation (the “Company”), under the Endgame, Inc. 2010 Amended and Restated Stock Incentive Plan (as may be amended from time to time, the “Plan”). The number of shares you may purchase and the exercise price at which you may purchase them are specified below. This Notice constitutes part of and is subject to the terms and provisions of the Agreement and the Plan, which are incorporated by reference herein. You must return an executed copy of this Notice to the Company within 30 days of the date hereof. If you fail to do so, the Options will be null and void.

Grant Date: [ ] (the “Grant Date”)

Number of Shares: [ ]

Exercise Price: $[ ] per share (the “Exercise Price”)

Expiration Date: The Options expire at 5:00 p.m. Eastern Time on the last business day coincident with or prior to the 10th anniversary of the Grant Date (the “Expiration Date”), unless fully exercised or terminated earlier.

Exercisability Schedule: Subject to the terms and conditions described in the Agreement, the Options become exercisable in accordance with the schedule (the “Exercisability Schedule”) below:

[insert vesting schedule]

ENDGAME, INC.

By:

Name:

Title:

Date:

I acknowledge that I have carefully read the attached Agreement and the Plan and agree to be bound by all of the provisions set forth in these documents.

Enclosures:	Incentive Stock Option Agreement Endgame, Inc. 2010 Amended and Restated Stock Incentive Plan Exercise Form	OPTIONEE
		Date:

INCENTIVE STOCK OPTION AGREEMENT

UNDER THE

ENDGAME, INC. 2010 AMENDED AND RESTATED STOCK INCENTIVE PLAN

1. Terminology. Capitalized terms used in this Agreement are defined in the correlating Stock Option Notice and/or the Glossary at the end of the Agreement. Capitalized terms used in this Agreement and not otherwise defined shall have the definitions attributed to them in the Plan.

2. Exercise of Options.

(a) Exercisability. The Options will become exercisable in accordance with the Exercisability Schedule set forth in the Stock Option Notice, so long as you are in the Service of the Company from the Grant Date through the applicable exercisability dates. Except as otherwise provided by the Administrator or in the Stock Option Notice, none of the Options will become exercisable after your Service with the Company ceases.

(b) Right to Exercise. You may exercise the Options, to the extent exercisable, at any time on or before 5:00 p.m. Eastern Time on the Expiration Date or the earlier termination of the Options, unless otherwise provided under applicable law. Section 3 below describes certain limitations on exercise of the Options that apply in the event of your death, Total and Permanent Disability, or termination of Service. The Options may be exercised only in multiples of whole Shares and may not be exercised at any one time as to fewer than one hundred Shares (or such lesser number of Shares as to which the Options are then exercisable) unless otherwise agreed to by the Administrator. No fractional Shares will be issued under the Options.

(c) Exercise Procedure. In order to exercise the Options, you must provide the following items to the Secretary of the Company or his or her delegate before the expiration or termination of the Options:

(i) notice, in such manner and form as the Administrator may require from time to time, specifying the number of Shares to be purchased under the Options; and

(ii) full payment of the Exercise Price for the Shares or properly executed, irrevocable instructions, in such manner and form as the Administrator may require from time to time, to effectuate a broker-assisted cashless exercise, each in accordance with Section 2(d) of this Agreement; and

(iii) an executed copy of any other agreements requested by the Administrator pursuant to Section 2(e) of this Agreement.

An exercise will not be effective until the Secretary of the Company or his or her delegate receives all of the foregoing items, and such exercise otherwise is permitted under and complies with all applicable federal, state and foreign securities laws.

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(d) Method of Payment. You may pay the Exercise Price by:

(i) delivery of cash, certified or cashier’s check, money order or other cash equivalent acceptable to the Administrator in its discretion;

(ii) a broker-assisted cashless exercise in accordance with Regulation T of the Board of Governors of the Federal Reserve System through a brokerage firm approved by the Administrator;

(iii) subject to such limits as the Administrator may impose from time to time, tender (via actual delivery or attestation) to the Company of other shares of Common Stock of the Company which have a Fair Market Value on the date of tender equal to the Exercise Price, providedthat tender of such shares will not result in the Company having to record a charge to earnings under United States generally accepted accounting principles then applicable to the Company;

(iv) any other method approved by the Administrator; or

(v) any combination of the foregoing.

(e) Agreement to Execute Other Agreements. You agree to execute, as a condition precedent to the exercise of the Options and at any time thereafter, any and all agreements as may be requested by the Administrator that may be common among some or all of the Company’s stockholders, including, without limitation, a stock restriction agreement, shareholders’ agreement, voting agreement, and right of first refusal and co-sale agreement.

(f) Issuance of Shares upon Exercise. As soon as practicable after exercise of the Options, the Company will deliver a share certificate to you, or deliver Shares electronically or in certificate form to your designated broker on your behalf, for the Shares issued upon exercise. Any share certificates delivered will, unless the Shares are registered or an exemption from registration is available under applicable federal and state law, bear a legend restricting transferability of such Shares and referencing any applicable agreement described in Section 2(e).

3. Termination of Service.

(a) Termination of Unexercisable Options. If your Service with the Company ceases for any reason, the Options that are then unexercisable, after giving effect to the exercise acceleration provisions set forth on the Stock Option Notice, if any, will terminate immediately upon such cessation.

(b) Exercise Period Following Termination of Service. If your Service with the Company ceases for any reason other than discharge for Cause, the Options that are then exercisable, after giving effect to the exercise acceleration provisions set forth on the Stock Option Notice, if any, will terminate upon the earliest of:

(i) the expiration of 90 days following such cessation, if your Service ceases on account of (1) your termination by the Company other than a discharge for Cause, or (2) your voluntary termination other than for Total and Permanent Disability or death;

(ii) the expiration of 12 months following such cessation, if your Service ceases on account of your Total and Permanent Disability or death;

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(iii) the expiration of 12 months following your death, if your death occurs during the periods described in clauses (i) or (ii) of this Section 3(b), as applicable; or

(iv) the Expiration Date.

In the event of your death, the exercisable Options may be exercised by your executor, personal representative, or the person(s) to whom the Options are transferred by will or the laws of descent and distribution.

(c) Misconduct. The Options will terminate in their entirety, regardless of whether the Options are then exercisable, immediately upon your discharge from Service for Cause, or upon your commission of any of the following acts during the exercise period following your termination of Service: (i) fraud on or misappropriation of any funds or property of the Company, or (ii) your breach of any provision of any employment, non-disclosure, non-competition, non-solicitation, assignment of inventions, employee covenants or other similar agreement executed by you for the benefit of the Company, as determined by the Administrator, which determination will be conclusive.

(d) Changes in Status. If you cease to be a “common law employee” of the Company but you continue to provide bona fide services to the Company following such cessation in a different capacity, including without limitation as a director, consultant or independent contractor, then a termination of Service shall not be deemed to have occurred for purposes of this Section 3 upon such change in capacity. Notwithstanding the foregoing, the Options shall not be treated as incentive stock options within the meaning of Code section 422 with respect to any exercise that occurs more than three months after such cessation of the common law employee relationship (except as otherwise permitted under Code section 421 or 422). In the event that your Service is with a business, trade or entity that, after the Grant Date, ceases for any reason to be part or an Affiliate of the Company, your Service will be deemed to have terminated for purposes of this Section 3 upon such cessation if your Service does not continue uninterrupted immediately thereafter with the Company or an Affiliate of the Company.

4. Market Stand-Off Agreement. Youagree that following the effective date of a registration statement of the Company filed under the Securities Act of 1933, you, for the duration specified by and to the extent requested by the Company and an underwriter of Common Stock or other securities of the Company, shall not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such securities, whether any such aforementioned transaction is to be settled by delivery of such securities or other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, in each case during the seven days prior to and the 180 days after the effectiveness of any underwritten offering of the Company’s equity securities (or such longer or shorter period as may be requested in writing by the managing underwriter and agreed to in writing by the Company) (the “Market Stand-Off Period”), except as part of such underwritten registration if otherwise permitted. In addition, you agree to execute any further letters, agreements and/or other documents requested by the Company or its underwriters that are consistent with the terms of this Section 4. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Stand-Off Period.

5. Nontransferability of Options. These Options are nontransferable otherwise than by will or the laws of descent and distribution and during your lifetime, the Options may be exercised only by you or, during the period you are under a legal disability, by your guardian or legal representative. Except as provided above, the Options may not be assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process.

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6. Qualified Nature of the Options.

(a) General Status. The Options are intended to qualify as incentive stock option within the meaning of Code section 422 (“Incentive Stock Option”), to the fullest extent permitted by Code section 422, and this Agreement shall be so construed. The Company, however, does not warrant any particular tax consequences of the Options. Code section 422 provides limitations, not set forth in this Agreement, respecting the treatment of the Options as Incentive Stock Options. You should consult with your personal tax advisors in this regard.

(b) Code Section 422(d) Limitation. Pursuant to Code section 422(d), the aggregate fair market value (determined as of the Grant Date) of shares of Common Stock with respect to which all Incentive Stock Options first become exercisable by you in any calendar year under the Plan or any other plan of the Company (and its parent and subsidiary corporations, within the meaning of Code section 424(e) and (f), as may exist from time to time) may not exceed $100,000 or such other amount as may be permitted from time to time under Code section 422. To the extent that such aggregate fair market value exceeds $100,000 or other applicable amount in any calendar year, such stock options will be treated as nonstatutory stock options with respect to the amount of aggregate fair market value thereof that exceeds the Code section 422(d) limit. For this purpose, the Incentive Stock Options will be taken into account in the order in which they were granted. In such case, the Company may designate the shares of Common Stock that are to be treated as stock acquired pursuant to the exercise of Incentive Stock Options and the shares of Common Stock that are to be treated as stock acquired pursuant to nonstatutory stock options by issuing separate certificates for such shares and identifying the certificates as such in the stock transfer records of the Company.

(c) Significant Stockholders. Notwithstanding anything in this Agreement or the Stock Option Notice to the contrary, if you own, directly or indirectly through attribution, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of any of its subsidiaries (within the meaning of Code section 424(f)) on the Grant Date, then the Exercise Price is the greater of (a) the Exercise Price stated on the Stock Option Notice or (b) 110% of the Fair Market Value of the Common Stock on the Grant Date, and the Expiration Date is the last business day prior to the fifth anniversary of the Grant Date.

7. Withholding of Taxes. At the time the Options are exercised, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll or any other payment of any kind due to you and otherwise agree to make adequate provision for foreign, federal, state and local taxes required by law to be withheld, if any, which arise in connection with the Options (including upon a disqualifying disposition within the meaning of Code section 421(b)). The Company may require you to make a cash payment to cover any withholding tax obligation as a condition of exercise of the Options or issuance of share certificates representing Shares.

The Administrator may, in its sole discretion, permit you to satisfy, in whole or in part, any withholding tax obligation which may arise in connection with the Options either by electing to have the Company withhold from the Shares to be issued upon exercise that number of Shares, or by electing to deliver to the Company already-owned shares, in either case having a Fair Market Value equal to the amount necessary to satisfy the statutory minimum withholding amount due.

8. Adjustments. The Administrator may make various adjustments to your Options, including adjustments to the number and type of securities subject to the Options and the Exercise Price, in accordance with the terms of the Plan. In the event of any transaction resulting in a Change in Control of the Company, (i) such Options may be terminated, and in such case

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you will be permitted, immediately before the Change in Control, to exercise or convert all such Options or you will receive Fair Market Value for any such Options as provided in the Plan, or (ii) provision may be made in connection with the transaction for the continuation or assumption of such Options by, or for the substitution of the equivalent awards of, the surviving or successor entity or a parent thereof. In the event of any transaction resulting in a Change in Control of the Company, the vesting of the outstanding Options under this Agreement shall automatically accelerate as set forth in the Plan or your Stock Option Notice.

9. Non-Guarantee of Employment or Service Relationship. Nothing in the Plan or this Agreement will alter your at-will or other employment status or other service relationship with the Company, nor be construed as a contract of employment or service relationship between you and the Company, or as a contractual right for you to continue in the employ of, or in a service relationship with, the Company for any period of time, or as a limitation of the right of the Company to discharge you at any time with or without Cause or notice and whether or not such discharge results in the failure of any of the Options to become exercisable or any other adverse effect on your interests under the Plan.

10. No Rights as a Stockholder. You shall not have any of the rights of a stockholder with respect to the Shares until such Shares have been issued to you upon the due exercise of the Options. No adjustment will be made for dividends or distributions or other rights for which the record date is prior to the date such Shares are issued.

11. The Company’s Rights. The existence of the Options shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

12. Entire Agreement. This Agreement, together with the correlating Stock Option Notice and the Plan, contain the entire agreement between you and the Company with respect to the Option. Any oral or written agreements, representations, warranties, written inducements, or other communications made prior to the execution of this Agreement with respect to the Options shall be void and ineffective for all purposes.

13. Amendment. This Agreement may be amended from time to time by the Administrator in its discretion; provided, however, that this Agreement may not be modified in a manner that would have a materially adverse effect on the Options or Shares as determined in the discretion of the Administrator, except as provided in the Plan or in a written document signed by you and the Company.

14. Conformity with Plan. This Agreement is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan. Any conflict between the terms of this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. In the event of any ambiguity in this Agreement or any matters as to which this Agreement is silent, the Plan shall govern. A copy of the Plan is provided to you with this Agreement.

{Glossary begins on next page}

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GLOSSARY

(a) “Administrator” has the meaning ascribed to such term in the Plan.

(b) “Affiliate” means any entity, whether now or hereafter existing, which controls, is controlled by, or is under common control with, Endgame, Inc. For this purpose, “control” means ownership of 50% or more of the total combined voting power or value of all classes of stock or interests of the entity, or has the power to direct the management and policies of the entity, by contract of otherwise.

(c) “Cause” has the meaning ascribed to such term in the Plan.

(d) “Company” means Endgame, Inc. and its Affiliates, except where the context otherwise requires. For purposes of determining whether a Change in Control has occurred, Company shall mean only Endgame, Inc.

(e) “Good Reason” means any material adverse change in your position (including status, offices, titles and reporting requirements), authority, duties or responsibilities (other than a change due to your Total or Permanent Disability or as an accommodation under the Americans With Disabilities Act) which results in a diminution in any material respect in your position, authority, duties, responsibilities or compensation, which diminution continues in time over at least thirty (30) days, such that it constitutes an effective demotion (provided, however, that no diminution of title, position, duties or responsibilities shall be deemed to occur solely because the Company becomes a subsidiary of another corporation or entity or because there has been a change in the reporting hierarchy incident thereto involving you); provided, however, that it shall not constitute Good Reason unless you shall have provided the Company with written notice of its alleged actions constituting Good Reason (which notice shall specify in reasonable detail the particulars of such Good Reason) and Company has not cured any such alleged Good Reason or substantially commenced its effort to cure such breach within 30 days of Company’s receipt of such written notice.

(f) “Service” means your employment or other formal service relationship with the Company.

(g) “Shares” mean the shares of Common Stock underlying the Options.

(h) “Stock Option Notice” means the written notice evidencing the award of the Options that correlates with and makes up a part of this Agreement.

(i) “Total and Permanent Disability” means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve months. The Administrator may require such proof of Total and Permanent Disability as the Administrator in its sole discretion deems appropriate and the Administrator’s good faith determination as to whether you are totally and permanently disabled will be final and binding on all parties concerned.

(j) “You”; “Your” means the recipient of the award of Options as reflected on the Stock Option Notice. Whenever the Agreement refers to “you” under circumstances where the provision should logically be construed, as determined by the Administrator, to apply to your estate, personal representative, or beneficiary to whom the Options may be transferred by will or by the laws of descent and distribution, the word “you” shall be deemed to include such person.

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EXERCISE FORM

Administrator of Endgame, Inc. 2010 Amended and Restated Stock Incentive Plan

c/o Office of the Corporate Secretary

Endgame, Inc.

[ ]

[ ]

Gentlemen:

I hereby exercise the Options granted to me on , , by Endgame, Inc. (the “Company”), subject to all the terms and provisions of the applicable grant agreement and of the Endgame, Inc. 2010 Amended and Restated Stock Incentive Plan (the “Plan”), and notify you of my desire to purchase shares of Common Stock of the Company at a price of $ per share pursuant to the exercise of said Options.

This will confirm my understanding with respect to the shares to be issued to me by reason of this exercise of the Options (the shares to be issued pursuant hereto shall be collectively referred to hereinafter as the “Shares”) as follows:

(a) I am purchasing the Shares for my own account for investment only, and not with a view to, or for sale in connection with, any distribution of the Shares in violation of the Securities Act of 1933 (the “Securities Act”), or any rule or regulation under the Securities Act.

(b) I understand that the Shares are being issued without registration under the Securities Act, in reliance upon one or more exemptions contained in the Securities Act, and such reliance is based in part on the above representation. I also understand that the Company is not obligated to comply with the registration requirements of the Securities Act or with the requirements for an exemption under Regulation A under the Securities Act for my benefit.

(c) I have had such opportunity as I deemed adequate to obtain from representatives of the Company such information as is necessary to permit me to evaluate the merits and risks of my investment in the Company.

(d) I have sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the purchase of the Shares and to make an informed investment decision with respect to such purchase.

(e) I can afford a complete loss of the value of the Shares and am able to bear the economic risk of holding such Shares for an indefinite period.

(f) I understand that (i) the Shares have not been registered under the Securities Act and are “restricted securities” within the meaning of Rule 144 under the Securities Act; (ii) the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available and, therefore, they may need to be held indefinitely; and (iii) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register the Shares under the Securities Act. As a condition to any transfer of the Shares, I understand that the Company may require an opinion of counsel satisfactory to the Company to the effect that such transfer does not require registration under the Securities Act or any state securities law.

(g) I understand that the certificates for the Shares to be issued to me will bear a legend substantially as follows:

The shares of stock represented by this certificate are subject to restrictions on transfer, an option to purchase and a market stand-off agreement set forth in one or more agreements between the corporation and the registered owner of this certificate (or his predecessor in interest), and no transfer of such shares may be made without compliance with such agreements. A copy of those agreements is available for inspection at the office of the corporation upon appropriate request and without charge.

The securities represented by this stock certificate have not been registered under the Securities Act of 1933 (the “Act”) or applicable state securities laws (the “State Acts”), and shall not be sold, pledged, hypothecated, donated, or otherwise transferred (whether or not for consideration) by the holder except upon the issuance to the corporation of a favorable opinion of its counsel and/or submission to the corporation of such other evidence as may be satisfactory to counsel for the corporation, to the effect that any such transfer shall not be in violation of the Act and the State Acts.

The Company will issue appropriate stop transfer instructions to its transfer agent.

(h) I am a party to one or more agreements with the Company, including a grant agreement, pursuant to which I have agreed to certain restrictions on the transferability of the Shares and other matters relating thereto.

Total Amount Enclosed: $

Date:
	OPTIONEE
	Received by Endgame, Inc. on
	,
	By:

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ENDGAME, INC.

NONSTATUTORY STOCK OPTION NOTICE

This Notice evidences the award of nonstatutory stock options (each, an “Option” or collectively, the “Options”) that have been granted to you, [ ], subject to and conditioned upon your agreement to the terms of the attached Nonstatutory Stock Option Agreement (the “Agreement”). The Options entitle you to purchase shares of common stock, par value $0.001 per share (“Common Stock”), of Endgame, Inc., a Delaware corporation (the “Company”), under the Endgame, Inc. 2010 Amended and Restated Stock Incentive Plan (the “Plan”). The number of shares you may purchase and the exercise price at which you may purchase them are specified below. This Notice constitutes part of and is subject to the terms and provisions of the Agreement and the Plan, which are incorporated by reference herein. You must return an executed copy of this Notice to the Company within 30 days of the date hereof. If you fail to do so, the Options will be null and void.

Grant Date: [ ]

Number of Shares: [ ]

Exercise Price: $[ ] per share

Expiration Date: The Options expire at 5:00 p.m. Eastern Time on the last business day coincident with or prior to the 10th anniversary of the Grant Date (the “Expiration Date”), unless fully exercised or terminated earlier.

Exercisability Schedule:

[insert vesting schedule]

Endgame, Inc.

By:

Name:

Title:

Date:

I acknowledge that I have carefully read the attached Agreement and the Plan and agree to be bound by all of the provisions set forth in these documents.

Enclosures:	Nonstatutory Stock Option Agreement Endgame, Inc. 2010 Amended and Restated Stock Incentive Plan Exercise Form	OPTIONEE
		Date:

NONSTATUTORY STOCK OPTION AGREEMENT

UNDER THE

ENDGAME, INC. 2010 AMENDED AND RESTATED STOCK INCENTIVE PLAN

1. Terminology. Capitalized terms used in this Agreement are defined in the correlating Stock Option Notice and/or the Glossary at the end of the Agreement. Capitalized terms used in this Agreement and not otherwise defined shall have the definitions attributed to them in the Plan.

2. Exercise of Options.

(a) Exercisability. The Options will become exercisable in accordance with the Exercisability Schedule set forth in the Stock Option Notice, so long as you are in the Service of the Company from the Grant Date through the applicable exercisability dates. Except as otherwise provided by the Administrator or in the Stock Option Notice, none of the Options will become exercisable after your Service with the Company ceases.

(b) Right to Exercise. You may exercise the Options, to the extent exercisable, at any time on or before 5:00 p.m. Eastern Time on the Expiration Date or the earlier termination of the Options, unless otherwise provided under applicable law. Section 3 below describes certain limitations on exercise of the Options that apply in the event of your death, Total and Permanent Disability, or termination of Service. The Options may be exercised only in multiples of whole Shares and may not be exercised at any one time as to fewer than one hundred Shares (or such lesser number of Shares as to which the Options are then exercisable) unless otherwise agreed to by the Administrator. No fractional Shares will be issued under the Options.

(c) Exercise Procedure. In order to exercise the Options, you must provide the following items to the Secretary of the Company or his or her delegate before the expiration or termination of the Options:

(i) notice, in such manner and form as the Administrator may require from time to time, specifying the number of Shares to be purchased under the Options; and

(ii) full payment of the Exercise Price for the Shares or properly executed, irrevocable instructions, in such manner and form as the Administrator may require from time to time, to effectuate a broker-assisted cashless exercise, each in accordance with Section 2(d) of this Agreement; and

(iii) an executed copy of any other agreements requested by the Administrator pursuant to Section 2(e) of this Agreement.

An exercise will not be effective until the Secretary of the Company or his or her delegate receives all of the foregoing items, and such exercise otherwise is permitted under and complies with all applicable federal, state and foreign securities laws.

(d) Method of Payment. You may pay the Exercise Price by:

(i) delivery of cash, certified or cashier’s check, money order or other cash equivalent acceptable to the Administrator in its discretion;

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(ii) a broker-assisted cashless exercise in accordance with Regulation T of the Board of Governors of the Federal Reserve System through a brokerage firm approved by the Administrator;

(iii) subject to such limits as the Administrator may impose from time to time, tender (via actual delivery or attestation) to the Company of other shares of Common Stock of the Company which have a Fair Market Value on the date of tender equal to the Exercise Price, providedthat tender of such shares will not result in the Company having to record a charge to earnings under United States generally accepted accounting principles then applicable to the Company;

(iv) any other method approved by the Administrator; or

(v) any combination of the foregoing.

(e) Agreement to Execute Other Agreements. You agree to execute, as a condition precedent to the exercise of the Options and at any time thereafter, any and all agreements as may be requested by the Administrator that may be common among some or all of the Company’s stockholders, including, without limitation, a stock restriction agreement, shareholders’ agreement, voting agreement, and right of first refusal and co-sale agreement.

(f) Issuance of Shares upon Exercise. As soon as practicable after exercise of the Options, the Company will deliver a share certificate to you, or deliver Shares electronically or in certificate form to your designated broker on your behalf, for the Shares issued upon exercise. Any share certificates delivered will, unless the Shares are registered or an exemption from registration is available under applicable federal and state law, bear a legend restricting transferability of such Shares and referencing any applicable agreement described in Section 2(e).

3. Termination of Service.

(a) Termination of Unexercisable Options. If your Service with the Company ceases for any reason, the Options that are then unexercisable, after giving effect to the exercise acceleration provisions set forth on the Stock Option Notice, if any, will terminate immediately upon such cessation.

(b) Exercise Period Following Termination of Service. If your Service with the Company ceases for any reason other than discharge for Cause, the Options that are then exercisable, after giving effect to the exercise acceleration provisions set forth on the Stock Option Notice, if any, will terminate upon the earliest of:

(i) the expiration of 90 days following such cessation, if your Service ceases on account of (1) your termination by the Company other than a discharge for Cause, or (2) your voluntary termination other than for Total and Permanent Disability or death;

(ii) the expiration of 12 months following such cessation, if your Service ceases on account of your Total and Permanent Disability or death;

(iii) the expiration of 12 months following your death, if your death occurs during the periods described in clauses (i) or (ii) of this Section 3(b), as applicable; or

(iv) the Expiration Date.

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In the event of your death, the exercisable Options may be exercised by your executor, personal representative, or the person(s) to whom the Options are transferred by will or the laws of descent and distribution.

(c) Misconduct. The Options will terminate in their entirety, regardless of whether the Options are then exercisable, immediately upon your discharge from Service for Cause, or upon your commission of any of the following acts during the exercise period following your termination of Service: (i) fraud on or misappropriation of any funds or property of the Company, or (ii) your breach of any provision of any employment, non-disclosure, non-competition, non-solicitation, assignment of inventions, or other similar agreement executed by you for the benefit of the Company, as determined by the Administrator, which determination will be conclusive.

(d) Change in Status. In the event that your Service is with a business, trade or entity that, after the Grant Date, ceases for any reason to be part or an Affiliate of the Company, your Service will be deemed to have terminated for purposes of this Section 3 upon such cessation if your Service does not continue uninterrupted immediately thereafter with the Company or an Affiliate of the Company.

4. Market Stand-Off Agreement. Youagree that following the effective date of a registration statement of the Company filed under the Securities Act of 1933, you, for the duration specified by and to the extent requested by the Company and an underwriter of Common Stock or other securities of the Company, shall not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such securities, whether any such aforementioned transaction is to be settled by delivery of such securities or other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, in each case during the seven days prior to and the 180 days after the effectiveness of any underwritten offering of the Company’s equity securities (or such longer or shorter period as may be requested in writing by the managing underwriter and agreed to in writing by the Company) (the “Market Stand-Off Period”), except as part of such underwritten registration if otherwise permitted. In addition, you agree to execute any further letters, agreements and/or other documents requested by the Company or its underwriters that are consistent with the terms of this Section 4. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Stand-Off Period.

5. Nontransferability of Options. These Options are nontransferable otherwise than by will or the laws of descent and distribution and during your lifetime, the Options may be exercised only by you or, during the period you are under a legal disability, by your guardian or legal representative. Except as provided above, the Options may not be assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process.

6. Nonqualified Nature of the Options. The Options are not intended to qualify as incentive stock options within the meaning of Code section 422, and this Agreement shall be so construed. You hereby acknowledge that, upon exercise of the Options, you will recognize compensation income in an amount equal to the excess of the then Fair Market Value of the Shares over the Exercise Price and must comply with the provisions of Section 7 of this Agreement with respect to any tax withholding obligations that arise as a result of such exercise.

7. Withholding of Taxes. At the time the Options are exercised, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll or any other payment of any kind due to you and otherwise agree to make adequate

- 3 -

provision for foreign, federal, state and local taxes required by law to be withheld, if any, which arise in connection with the Options. The Company may require you to make a cash payment to cover any withholding tax obligation as a condition of exercise of the Options or issuance of share certificates representing Shares.

The Administrator may, in its sole discretion, permit you to satisfy, in whole or in part, any withholding tax obligation which may arise in connection with the Options either by electing to have the Company withhold from the Shares to be issued upon exercise that number of Shares, or by electing to deliver to the Company already-owned shares, in either case having a Fair Market Value equal to the amount necessary to satisfy the statutory minimum withholding amount due.

8. Adjustments. The Administrator may make various adjustments to your Options, including adjustments to the number and type of securities subject to the Options and the Exercise Price, in accordance with the terms of the Plan. Section 7(d)(iii) of the Plan describes actions that the Administrator may take with respect to outstanding Options upon a Change in Control.

9. Non-Guarantee of Employment or Service Relationship. Nothing in the Plan or this Agreement will alter your at-will or other employment status or other service relationship with the Company, nor be construed as a contract of employment or service relationship between you and the Company, or as a contractual right for you to continue in the employ of, or in a service relationship with, the Company for any period of time, or as a limitation of the right of the Company to discharge you at any time with or without Cause or notice and whether or not such discharge results in the failure of any of the Options to become exercisable or any other adverse effect on your interests under the Plan.

10. No Rights as a Stockholder. You shall not have any of the rights of a stockholder with respect to the Shares until such Shares have been issued to you upon the due exercise of the Options. No adjustment will be made for dividends or distributions or other rights for which the record date is prior to the date such Shares are issued.

11. The Company’s Rights. The existence of the Options shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

12. Entire Agreement. This Agreement, together with the correlating Stock Option Notice and the Plan, contain the entire agreement between you and the Company with respect to the Option. Any oral or written agreements, representations, warranties, written inducements, or other communications made prior to the execution of this Agreement with respect to the Options shall be void and ineffective for all purposes.

13. Amendment. This Agreement may be amended from time to time by the Administrator in its discretion; provided, however, that this Agreement may not be modified in a manner that would have a materially adverse effect on the Options or Shares as determined in the discretion of the Administrator, except as provided in the Plan or in a written document signed by you and the Company.

14. Conformity with Plan. This Agreement is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan. Any conflict between the terms of this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. In the event of any ambiguity in this Agreement or any matters as to which this Agreement is silent, the Plan shall govern. A copy of the Plan is provided to you with this Agreement.

{Glossary begins on next page}

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GLOSSARY

(a) “Administrator” has the meaning ascribed to such term in the Plan.

(b) “Affiliate” means any entity, whether now or hereafter existing, which controls, is controlled by, or is under common control with, Endgame, Inc. For this purpose, “control” means ownership of 50% or more of the total combined voting power or value of all classes of stock or interests of the entity, or has the power to direct the management and policies of the entity, by contract or otherwise.

(c) “Cause” has the meaning ascribed to such term in the Plan.

(d) “Company” means Endgame, Inc. and its Affiliates, except where the context otherwise requires. For purposes of determining whether a Change in Control has occurred, Company shall mean only Endgame, Inc.

(e) “Service” means your employment or other formal service relationship with the Company.

(f) “Shares” mean the shares of Common Stock underlying the Options.

(g) “Stock Option Notice” means the written notice evidencing the award of the Options that correlates with and makes up a part of this Agreement.

(h) “Total and Permanent Disability” means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve months. The Administrator may require such proof of Total and Permanent Disability as the Administrator in its sole discretion deems appropriate and the Administrator’s good faith determination as to whether you are totally and permanently disabled will be final and binding on all parties concerned.

(i) “You”; “Your” means the recipient of the award of Options as reflected on the Stock Option Notice. Whenever the Agreement refers to “you” under circumstances where the provision should logically be construed, as determined by the Administrator, to apply to your estate, personal representative, or beneficiary to whom the Options may be transferred by will or by the laws of descent and distribution, the word “you” shall be deemed to include such person.

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EXERCISE FORM

Administrator of Endgame, Inc. 2010 Amended and Restated Stock Incentive Plan

c/o Office of the Corporate Secretary

Endgame, Inc.

[ ]

[ ]

Gentlemen:

I hereby exercise the Options granted to me on , 20 , by Endgame, Inc. (the “Company”), subject to all the terms and provisions of the applicable grant agreement and of the Endgame, Inc. 2010 Amended and Restated Stock Incentive Plan (the “Plan”), and notify you of my desire to purchase shares of Common Stock of the Company at a price of $ per share pursuant to the exercise of said Options.

This will confirm my understanding with respect to the shares to be issued to me by reason of this exercise of the Options (the shares to be issued pursuant hereto shall be collectively referred to hereinafter as the “Shares”) as follows:

(a) I am purchasing the Shares for my own account for investment only, and not with a view to, or for sale in connection with, any distribution of the Shares in violation of the Securities Act of 1933 (the “Securities Act”), or any rule or regulation under the Securities Act.

(b) I understand that the Shares are being issued without registration under the Securities Act, in reliance upon one or more exemptions contained in the Securities Act, and such reliance is based in part on the above representation. I also understand that the Company is not obligated to comply with the registration requirements of the Securities Act or with the requirements for an exemption under Regulation A under the Securities Act for my benefit.

(c) I have had such opportunity as I deemed adequate to obtain from representatives of the Company such information as is necessary to permit me to evaluate the merits and risks of my investment in the Company.

(d) I have sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the purchase of the Shares and to make an informed investment decision with respect to such purchase.

(e) I can afford a complete loss of the value of the Shares and am able to bear the economic risk of holding such Shares for an indefinite period.

(f) I understand that (i) the Shares have not been registered under the Securities Act and are “restricted securities” within the meaning of Rule 144 under the Securities Act; (ii) the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the

Securities Act or an exemption from registration is then available and, therefore, they may need to be held indefinitely; and (iii) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register the Shares under the Securities Act. As a condition to any transfer of the Shares, I understand that the Company may require an opinion of counsel satisfactory to the Company to the effect that such transfer does not require registration under the Securities Act or any state securities law.

(g) I understand that the certificates for the Shares to be issued to me will bear a legend substantially as follows:

The shares of stock represented by this certificate are subject to restrictions on transfer, an option to purchase and a market stand-off agreement set forth in one or more agreements between the corporation and the registered owner of this certificate (or his predecessor in interest), and no transfer of such shares may be made without compliance with such agreements. A copy of those agreements is available for inspection at the office of the corporation upon appropriate request and without charge.

The securities represented by this stock certificate have not been registered under the Securities Act of 1933 (the “Act”) or applicable state securities laws (the “State Acts”), and shall not be sold, pledged, hypothecated, donated, or otherwise transferred (whether or not for consideration) by the holder except upon the issuance to the corporation of a favorable opinion of its counsel and/or submission to the corporation of such other evidence as may be satisfactory to counsel for the corporation, to the effect that any such transfer shall not be in violation of the Act and the State Acts.

The Company will issue appropriate stop transfer instructions to its transfer agent.

(h) I am a party to one or more agreements with the Company, including a grant agreement, pursuant to which I have agreed to certain restrictions on the transferability of the Shares and other matters relating thereto.

Total Amount Enclosed: $

Date:
	OPTIONEE
	Received by Endgame, Inc. on
	,
	By:

EX-31.1

Exhibit 31.1

Certification by the Principal Executive Officer pursuant to

Securities Exchange Act Rules 13a-14(a) and 15d-14(a)

as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Shay Banon, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Elastic N.V. (the “registrant”) for the fiscal quarter ended October 31, 2021;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: December 8, 2021	By:		/s/ Shay Banon
		Name:	Shay Banon
		Title:	Chief Executive Officer and Chairman
			(Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification by the Principal Financial Officer pursuant to

Securities Exchange Act Rules 13a-14(a) and 15d-14(a)

as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Janesh Moorjani, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Elastic N.V. (the “registrant”) for the fiscal quarter ended October 31, 2021;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: December 8, 2021	By:		/s/ Janesh Moorjani
		Name:	Janesh Moorjani
		Title:	Chief Financial Officer
			(Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Shay Banon, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of Elastic N.V. for the fiscal quarter ended October 31, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Elastic N.V.

Date: December 8, 2021	By:		/s/ Shay Banon
		Name:	Shay Banon
		Title:	Chief Executive Officer and Chairman
			(Principal Executive Officer)

This certification accompanies the Quarterly Report, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Elastic N.V. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Quarterly Report on Form 10-Q), irrespective of any general incorporation language contained in such filing.

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Janesh Moorjani, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of Elastic N.V. for the fiscal quarter ended October 31, 2021 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Elastic N.V.

Date: December 8, 2021	By:		/s/ Janesh Moorjani
		Name:	Janesh Moorjani
		Title:	Chief Financial Officer
			(Principal Financial and Accounting Officer)

This certification accompanies the Quarterly Report, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Elastic N.V. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Quarterly Report on Form 10-Q), irrespective of any general incorporation language contained in such filing.

XML

Cover - shares	6 Months Ended
	Oct. 31, 2021	Nov. 30, 2021
Cover [Abstract]
Entity Central Index Key	0001707753
Current Fiscal Year End Date	--04-30
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Document Type	10-Q
Document Period End Date	Oct. 31, 2021
Entity File Number	001-38675
Entity Registrant Name	Elastic N.V.
Entity Incorporation, State or Country Code	P7
Entity Address, Address Line One	800 West El Camino Real
Entity Address, Address Line Two	Suite 350
Entity Address, City or Town	Mountain View
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94040
City Area Code	650
Local Phone Number	458-2620
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		92,613,879
Document Quarterly Report	true
Document Transition Report	false
Title of 12(b) Security	Ordinary shares, Par Value €0.01 Per Share
Trading Symbol	ESTC
Security Exchange Name	NYSE
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Oct. 31, 2021	Apr. 30, 2021
Current assets:
Cash and cash equivalents	$ 876,059	$ 400,814
Restricted cash	2,939	2,894
Accounts receivable, net of allowance for credit losses of $2,896 and $2,344 as of October 31, 2021 and April 30, 2021, respectively	157,831	160,415
Deferred contract acquisition costs	38,183	36,089
Prepaid expenses and other current assets	34,896	37,002
Total current assets	1,109,908	637,214
Property and equipment, net	7,510	8,881
Goodwill	291,790	198,851
Operating lease right-of-use assets	23,667	25,464
Intangible assets, net	48,620	36,286
Deferred contract acquisition costs, non-current	57,854	50,263
Deferred tax assets	3,824	3,697
Other assets	18,528	12,516
Total assets	1,561,701	973,172
Current liabilities:
Accounts payable	17,684	7,248
Accrued expenses and other liabilities	43,277	28,909
Accrued compensation and benefits	55,827	52,525
Operating lease liabilities	9,454	8,528
Deferred revenue	354,148	352,805
Total current liabilities	480,390	450,015
Deferred revenue, non-current	36,165	44,895
Net carrying amount	566,045	0
Operating lease liabilities, non-current	16,746	19,649
Other liabilities, non-current	12,555	7,782
Total liabilities	1,111,901	522,341
Commitments and contingencies (Note 8 and 9)
Shareholders’ equity:
Convertible preference shares, €0.01 par value; 165,000,000 shares authorized, 0 shares issued and outstanding as of October 31, 2021 and April 30, 2021	0	0
Ordinary shares, par value €0.01 per share: 165,000,000 shares authorized; 92,566,025 and 90,533,985 shares issued and outstanding as of October 31, 2021 and April 30, 2021, respectively	972	948
Treasury stock	(369)	(369)
Additional paid-in capital	1,153,408	1,071,675
Accumulated other comprehensive loss	(9,381)	(8,105)
Accumulated deficit	(694,830)	(613,318)
Total shareholders’ equity	449,800	450,831
Total liabilities and shareholders’ equity	$ 1,561,701	$ 973,172

XML

Condensed Consolidated Balance Sheets (Parenthetical) $ in Thousands	Oct. 31, 2021 USD ($) shares	Oct. 31, 2021 € / shares	Apr. 30, 2021 USD ($) shares	Apr. 30, 2021 € / shares
Statement of Financial Position [Abstract]
Allowance for credit losses | $	$ 2,896		$ 2,344
Ordinary shares, par value (€ / share) | € / shares		€ 0.01		€ 0.01
Ordinary shares, shares authorized (in shares)	165,000,000		165,000,000
Ordinary shares, shares issued (in shares)			90,533,985
Ordinary shares, shares outstanding (in shares)			90,533,985
Convertible Preference Shares
Convertible preference shares, par value (€ / share) | € / shares		€ 0.01		€ 0.01
Convertible preference shares authorized (in shares)	165,000,000		165,000,000
Convertible preference shares issued (in shares)	0		0
Convertible preference shares outstanding (in shares)	0		0

XML

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2021	Oct. 31, 2020
Revenue
Total revenue	$ 205,980	$ 144,894	$ 399,075	$ 273,764
Cost of revenue
Total cost of revenue	53,884	38,448	103,546	73,279
Gross profit	152,096	106,446	295,529	200,485
Operating expenses
Research and development	63,763	46,688	123,145	92,366
Sales and marketing	94,953	64,474	182,986	120,625
General and administrative	30,555	23,705	57,607	45,434
Total operating expenses	189,271	134,867	363,738	258,425
Operating loss	(37,175)	(28,421)	(68,209)	(57,940)
Interest Expense	(6,332)	(4)	(8,152)	(13)
Other income (expense), net	(666)	(80)	352	10,814
Loss before income taxes	(44,173)	(28,505)	(76,009)	(47,139)
Provision for income taxes	2,850	653	5,503	1,020
Net loss	$ (47,023)	$ (29,158)	$ (81,512)	$ (48,159)
Net loss per share attributable to ordinary shareholders, basic and diluted (in dollars per share)	$ (0.51)	$ (0.34)	$ (0.89)	$ (0.56)
Weighted-average shares used to compute net loss per share attributable to ordinary shareholders, basic and diluted (in shares)	92,206,199	86,373,166	91,703,786	85,275,474
Total subscription
Revenue
Total revenue	$ 190,257	$ 134,209	$ 367,442	$ 255,551
Cost of revenue
Total cost of revenue	42,242	29,495	79,762	55,731
License - self-managed
Revenue
Total revenue	18,117	15,514	34,338	30,393
Cost of revenue
Total cost of revenue	395	347	741	693
Subscription - self-managed and SaaS
Revenue
Total revenue	172,140	118,695	333,104	225,158
Cost of revenue
Total cost of revenue	41,847	29,148	79,021	55,038
Professional services
Revenue
Total revenue	15,723	10,685	31,633	18,213
Cost of revenue
Total cost of revenue	$ 11,642	$ 8,953	$ 23,784	$ 17,548

XML

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2021	Oct. 31, 2020
Statement of Comprehensive Income [Abstract]
Net loss	$ (47,023)	$ (29,158)	$ (81,512)	$ (48,159)
Foreign currency translation adjustments
Foreign currency translation adjustments	588	(479)	(1,276)	(10,537)
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent, Total	588	(479)	(1,276)	(10,537)
Total comprehensive loss	$ (46,435)	$ (29,637)	$ (82,788)	$ (58,696)

XML

Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Ordinary Shares	Treasury Shares	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment
Beginning balance (in shares) at Apr. 30, 2020			82,856,978
Beginning balance at Apr. 30, 2020	$ 413,647	$ 367	$ 856	$ (369)	$ 898,788	$ (1,377)	$ (484,251)	$ 367
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of ordinary shares upon exercise of stock options (in shares)			4,035,115
Issuance of ordinary shares upon exercise of stock options	45,230		$ 47		45,183
Issuance of ordinary shares upon release of restricted stock unit (in shares)			312,898
Issuance of ordinary shares upon release of restricted stock units	0		$ 5		(5)
Stock-based compensation	39,407				39,407
Adjustment To Additional Paid In Capital, Reclassification Of Share-based Compensation Liability	2,702
Net loss	(48,159)						(48,159)
Foreign currency translation	(10,537)					(10,537)
Ending balance (in shares) at Oct. 31, 2020			87,204,991
Ending balance at Oct. 31, 2020	442,657		$ 908	(369)	986,075	(11,914)	(532,043)
Beginning balance (in shares) at Jul. 31, 2020			85,737,645
Beginning balance at Jul. 31, 2020	432,379		$ 890	(369)	946,178	(11,435)	(502,885)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of ordinary shares upon exercise of stock options (in shares)			1,379,823
Issuance of ordinary shares upon exercise of stock options	15,978		$ 16		15,962
Issuance of ordinary shares upon release of restricted stock unit (in shares)			87,523
Issuance of ordinary shares upon release of restricted stock units	0		$ 2		(2)
Stock-based compensation	21,235				21,235
Adjustment To Additional Paid In Capital, Reclassification Of Share-based Compensation Liability	2,702
Net loss	(29,158)						(29,158)
Foreign currency translation	(479)					(479)
Ending balance (in shares) at Oct. 31, 2020			87,204,991
Ending balance at Oct. 31, 2020	442,657		$ 908	(369)	986,075	(11,914)	(532,043)
Beginning balance (in shares) at Apr. 30, 2021			90,533,985
Beginning balance at Apr. 30, 2021	$ 450,831		$ 948	(369)	1,071,675	(8,105)	(613,318)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of ordinary shares upon exercise of stock options (in shares)	1,530,746		1,530,746
Issuance of ordinary shares upon exercise of stock options	$ 20,831		$ 18		20,813
Issuance of ordinary shares upon release of restricted stock unit (in shares)			501,294
Issuance of ordinary shares upon release of restricted stock units	0		$ 6		(6)
Stock-based compensation	59,660				59,660
Net loss	(81,512)						(81,512)
Foreign currency translation	(1,276)					(1,276)
Ending balance (in shares) at Oct. 31, 2021			92,566,025
Ending balance at Oct. 31, 2021	449,800		$ 972	(369)	1,153,408	(9,381)	(694,830)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Adjustments to Additional Paid in Capital, Replacement awards - Pre-combination	1,266				1,266
Beginning balance (in shares) at Jul. 31, 2021			91,770,228
Beginning balance at Jul. 31, 2021	455,663		$ 963	(369)	1,112,845	(9,969)	(647,807)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of ordinary shares upon exercise of stock options (in shares)			690,538
Issuance of ordinary shares upon exercise of stock options	9,852		$ 8		9,844
Issuance of ordinary shares upon release of restricted stock unit (in shares)			105,259
Issuance of ordinary shares upon release of restricted stock units	0		$ 1		(1)
Stock-based compensation	29,454				29,454
Net loss	(47,023)						(47,023)
Foreign currency translation	588					588
Ending balance (in shares) at Oct. 31, 2021			92,566,025
Ending balance at Oct. 31, 2021	449,800		$ 972	$ (369)	1,153,408	$ (9,381)	$ (694,830)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Adjustments to Additional Paid in Capital, Replacement awards - Pre-combination	$ 1,266				$ 1,266

XML

Condensed Consolidated Statements of Cash Flows $ in Thousands	6 Months Ended
	Oct. 31, 2021 USD ($)	Oct. 31, 2020 USD ($)
Cash flows from operating activities
Net loss	$ (81,512)	$ (48,159)
Adjustments to reconcile net loss to cash provided by operating activities:
Depreciation and amortization	9,325	8,566
Amortization of deferred contract acquisition costs	28,570	18,173
Amortization of debt issuance costs	307	0
Non-cash operating lease cost	3,842	3,434
Share-based Payment Arrangement, Expense	59,578	40,078
Deferred income taxes	(249)	(286)
Foreign currency transaction (gain) loss	4	(10,924)
Other	98	(11)
Changes in operating assets and liabilities:
Accounts receivable, net	519	63
Deferred contract acquisition costs	(39,277)	(37,872)
Prepaid expenses and other current assets	2,218	1,100
Other assets	(3,337)	4,040
Accounts payable	10,485	(2,638)
Accrued expenses and other liabilities	16,719	(1,061)
Accrued compensation and benefits	3,823	(691)
Operating lease liabilities	(3,983)	(3,535)
Deferred revenue	(3,462)	34,432
Net cash provided by operating activities	3,668	4,709
Cash flows from investing activities
Purchases of property and equipment	(751)	(1,656)
Capitalization of internal-use software	(2,713)	0
Business acquisitions, net of cash acquired	(108,104)	0
Other	0	(1,320)
Net cash used in investing activities	(111,568)	(336)
Proceeds from the issuance of debt	575,000	0
Cash flows from financing activities
Proceeds from issuance of ordinary shares upon exercise of stock options	20,831	45,230
Payments of debt issuance costs	(9,234)	0
Net cash provided by financing activities	586,597	45,230
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(3,407)	2,319
Net increase in cash, cash equivalents, and restricted cash	475,290	51,922
Cash, cash equivalents, and restricted cash, beginning of period	403,708	299,389
Cash, cash equivalents, and restricted cash, end of period	878,998	351,311
Supplemental disclosures of cash flow information
Cash paid (refund received) for income taxes	1,905	(1,708)
Cash paid for operating lease liabilities	4,829	4,363
Supplemental disclosures of non-cash investing and financing information
Property and equipment included in accounts payable	39	10
Debt issuance costs accrued, unpaid	28	0
Operating lease right-of-use assets for new lease obligations	2,330	$ 575
Goodwill	$ 291,790

XML

Organization and Description of Business	6 Months Ended
	Oct. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Organization and Description of BusinessElastic N.V. (“Elastic” or the “Company”) was incorporated under the laws of the Netherlands in 2012. Elastic is a search company. It created the Elastic Stack, a powerful set of software products that ingest and store data from any source and in any format, and perform search, analysis, and visualization in milliseconds or less. Developers build on top of the Elastic Stack to apply the power of search to their data and solve business problems. The Company also offers software solutions built on the Elastic Stack: Enterprise Search, Observability, and Security. The Elastic Stack and the Company’s solutions are designed to run in public or private clouds, in hybrid environments, or in traditional on-premises environments.

XML

Summary of Significant Accounting Policies

6 Months Ended

Oct. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying interim condensed consolidated balance sheet as of October 31, 2021, the interim condensed consolidated statements of operations and of comprehensive loss, interim condensed statements of shareholders’ equity for the three and six months ended October 31, 2021 and 2020 and the interim condensed consolidated statements of cash flows for the six months ended October 31, 2021 and 2020, are unaudited. These interim condensed consolidated financial statements have been prepared on a basis consistent with the annual consolidated financial statements and, in the opinion of management, include all adjustments necessary to fairly state the Company’s financial position as of October 31, 2021, and the results of the Company’s operations, its statements of shareholders’ equity for the three and six months ended October 31, 2021 and 2020, and its statements of cash flows for the six months ended October 31, 2021 and 2020. The financial data and other financial information disclosed in the notes to these interim condensed consolidated financial statements related to the three and six month periods are also unaudited. The results for the six months ended October 31, 2021 are not necessarily indicative of the operating results expected for the fiscal year ending April 30, 2022, or any future period.

The unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the financial statements of the Company and its wholly-owned subsidiaries. All intercompany transactions and accounts have been eliminated in consolidation.

Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Therefore, these unaudited interim condensed consolidated financial statements and accompanying footnotes should be read in conjunction with the Company’s annual consolidated financial statements and related footnotes included in the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2021 filed with the SEC on June 25, 2021 (“the Company's Annual Report on Form 10-K”).

Fiscal Year

The Company’s fiscal year ends on April 30. References to fiscal 2022, for example, refer to the fiscal year ending April 30, 2022.

Use of Estimates and Judgments

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 include, but are not limited to, allocation of revenue between recognized and deferred amounts, deferred contract acquisition costs, allowance for credit losses, valuation of stock-based compensation, fair value of ordinary shares in periods prior to the Company’s initial public offering, 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, the discount rate used for operating leases and valuation allowance 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.

In March 2020, the World Health Organization declared COVID-19 a pandemic. The pandemic has resulted in a global slowdown of economic activity that is likely to decrease demand for a broad variety of goods and services, including from certain of the Company’s customers, while also disrupting sales channels and marketing activities for an unknown period of time. The full extent to which COVID-19 may impact the Company’s financial condition or results of operations is uncertain.

Estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require the exercise of judgment. As of the date of issuance of these financial statements, the Company is not aware of any

specific event or circumstance that would require the Company to update its estimates, judgments or revise the carrying value of the Company’s assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s financial statements.

Significant Accounting Policies

Other than as described below, there have been no changes to the Company’s significant accounting policies described in the Company’s Annual Report on Form 10-K that have had a material impact on its consolidated financial statements and related notes.

Debt Issuance Costs

Costs incurred in connection with the issuance of debt are deferred and amortized as interest expense over the term of the related debt using the effective interest method. 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.

Recently Adopted Accounting Pronouncements

Income Taxes:  In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, eliminating certain exceptions to the general principles in ASC 740 related to intra-period tax allocation, deferred tax liability and general methodology for calculating income taxes. Additionally, the ASU makes other changes for matters such as franchise taxes that are partially based on income, transactions with a government that result in a step up in the tax basis of goodwill, separate financial statements of legal entities that are not subject to tax, and enacted changes in tax laws in interim periods. The new guidance becomes effective for the Company for the fiscal year ending April 30, 2022. Early adoption is permitted. The Company’s adoption of this ASU had no material impact on the Company’s condensed consolidated financial statements.

New Accounting Pronouncements Not Yet Adopted

Acquisitions:  In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, improving consistency in accounting for acquired revenue contracts with customers in a business combination by requiring that acquirers apply ASC Topic 606 to recognize contract assets and contract liabilities as if it had originated the contracts. If the acquiree prepared its financial statements in accordance with GAAP, the resulting acquired contract assets and liabilities should generally be consistent with acquiree’s financial statements. The new guidance becomes effective for the Company for the fiscal year ending April 30, 2024. Early adoption is permitted. The Company does not expect the adoption of the new accounting standard to have a material impact on its consolidated financial statements.

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Revenue and Remaining Performance Obligations

6 Months Ended

Oct. 31, 2021

Revenue from Contract with Customer [Abstract]

Revenue and Remaining Performance Obligations

Revenue and Remaining Performance Obligations

Disaggregation of Revenue

The following table presents revenue by product category (in thousands):

	Three Months Ended October 31,								Six Months Ended October 31,
	2021				2020				2021				2020
	Amount		% of Total Revenue		Amount		% of Total Revenue		Amount		% of Total Revenue		Amount		% of Total Revenue
Elastic Cloud	$	69,031	34	%	$	37,428	26	%	$	130,561	33	%	$	70,055	26	%
Other subscription	121,226		58	%	96,781		67	%	236,881		59	%	185,496		67	%
Total subscription revenue	190,257		92	%	134,209		93	%	367,442		92	%	255,551		93	%
Professional services	15,723		8	%	10,685		7	%	31,633		8	%	18,213		7	%
Total revenue	$	205,980	100	%	$	144,894	100	%	$	399,075	100	%	$	273,764	100	%

During the first quarter of fiscal 2022, the Company updated its disaggregation of revenue breakdown to present revenue by product category. The prior period presentation for the three and six months ended October 31, 2020, has been updated to conform to the current period presentation.

Remaining Performance Obligations

As of October 31, 2021, the Company had $831.6 million of remaining performance obligations. As of October 31, 2021, the Company expects to recognize approximately 86% of its remaining performance obligations as revenue over the next 24 months and the remainder thereafter.

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Fair Value Measurements

6 Months Ended

Oct. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

The Company measures financial assets and liabilities that are measured at fair value on a recurring basis at each reporting period using a fair value hierarchy that prioritizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Financial Assets

The following table summarizes assets that are measured at fair value on a recurring basis as of October 31, 2021 and April 30, 2021 (in thousands):

 

October 31, 2021	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash and cash equivalents:
Money market funds	$	571,829	$	—	—		$	571,829
Short-term bank deposit	—		1,800		—		1,800
Total	$	571,829	$	1,800	$	—	$	573,629

April 30, 2021	Level 1		Level 2	Level 3	Total
Financial Assets:
Cash and cash equivalents:
Money market funds	$	175,007	—	—	$	175,007

The Company considers all highly liquid investments, including money market funds with an original maturity of three months or less at the date of purchase, to be cash equivalents. The Company uses quoted prices in active markets for identical assets to determine the fair value of its Level 1 investments in money market funds. The Company classifies its short term bank deposit within Level 2 because they are valued using inputs other than quoted prices that are directly or indirectly observable in the market, including readily available pricing sources for the identical underlying security which may not be actively traded.

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. Based on the trading prices of the Senior Notes, the fair value of the Senior Notes as of October 31, 2021 was approximately $572.9 million. While the Senior Notes are recorded at cost, the fair value of the Senior Notes was determined based on quoted prices in markets that are not active; accordingly, the Senior Notes are categorized as Level 2 for purposes of the fair value measurement hierarchy.

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Acquisitions

6 Months Ended

Oct. 31, 2021

Business Combinations [Abstract]

Acquisitions

Acquisitions

Six months ended October 31, 2021

cmdWatch Security Inc.

On September 17, 2021, the Company acquired 100% of the share capital of cmdWatch Security Inc. (“Cmd”) for a total purchase consideration of $77.8 million. The purchase consideration includes an amount of $13.4 million which is being held in an indemnity escrow fund for 18 months after the acquisition close date. Pursuant to the merger agreement, Cmd’s vested stock options were paid in cash and unvested stock options held by Cmd employees were assumed by the Company. The fair value of the replacement equity awards associated with pre-acquisition service period of $4.3 million, consisting of $3.0 million paid in cash to vested option holders and $1.3 million of non-cash consideration, was included in the total purchase

consideration. Approximately $6.6 million of the fair value of replacement equity awards was allocated to post-acquisition services that will be recognized as stock-based compensation expense over the remaining service period and was excluded from the total purchase consideration. Additionally, an amount of $6.5 million for post-combination services, which is payable at future dates upon completion of the underlying required service period, has been excluded from the purchase consideration. This amount will be recorded as a post-combination expense over the requisite service period.

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 preliminary purchase price allocated to developed technology and goodwill was $15.5 million and $59.1 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 Company's current security solutions and is not deductible for income tax purposes.

The purchase price allocation is preliminary as the Company is still finalizing the allocation of the purchase price to the individual assets acquired and liabilities assumed. The allocation of the purchase price included in the current period balance sheet is based on the best estimate of management. The Company continues to collect information with regard to its estimates and assumptions, primarily related to intangible assets and certain tax-related, contingent liability and working capital items. The Company will record adjustments to the fair value of the assets acquired, liabilities assumed and goodwill within the 12 month measurement period, if necessary. Cmd has 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 because they were not material to the condensed consolidated results of operations.

Other Acquisition

On September 2, 2021, the Company acquired 100% of the share capital of Build Security Ltd. (“build.security”) for a total purchase consideration of $39.3 million. The acquisition was accounted for as a business combination. The total preliminary purchase price allocated to developed technology and goodwill was $4.2 million and $34.0 million, respectively. The developed technology intangible 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 Company's current security solutions and the value of the acquired workforce. This goodwill is not deductible for income tax purposes. The results of build.security 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 because they were not material to the condensed consolidated results of operations.

Excluded from the purchase consideration is an amount of $4.9 million, payable in equal installments at the first and the second anniversary of the acquisition, to certain employees of build.security. This amount will be recorded as a post-combination expense over the requisite service period.

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Balance Sheet Components

6 Months Ended

Oct. 31, 2021

Balance Sheet Components [Abstract]

Balance Sheet Components

Balance Sheet Components

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

	As of October 31, 2021		As of April 30, 2021
Prepaid hosting costs	$	11,303	$	11,122
Prepaid software subscription costs	6,863		5,636
Prepaid value added taxes	4,831		9,408
Deposits	2,672		2,410
Prepaid taxes	2,167		1,694
Other	7,060		6,732
Total prepaid expenses and other current assets	$	34,896	$	37,002

 Property and Equipment, Net

The cost and accumulated depreciation of property and equipment were as follows (in thousands):

	Useful Life (in years)			As of October 31, 2021		As of April 30, 2021
Leasehold improvements	Lesser of estimated useful life or remaining lease term			$	10,812	$	10,342
Computer hardware and software		3		1,531		2,319
Furniture and fixtures	3	-	5	6,040		5,971
Assets under construction				203		707
Total property and equipment				18,586		19,339
Less: accumulated depreciation				(11,076)		(10,458)
Property and equipment, net				$	7,510	$	8,881

Depreciation expense related to property and equipment was $1.0 million and $0.8 million for the three months ended October 31, 2021 and 2020, respectively and $2.0 million and $1.5 million for the six months ended October 31, 2021 and 2020, respectively.

Intangible Assets, Net

Intangible assets consisted of the following as of October 31, 2021 and April 30, 2021 (in thousands):

October 31, 2021	Gross Fair Value		Accumulated Amortization		Net Book Value		Weighted Average Remaining Useful Life (in years)
Developed technology	$	64,530	$	25,360	$	39,170	3.9
Customer relationships	19,598		10,965		8,633		1.9
Trade names	2,872		2,054		818		1.9
Total	$	87,000	$	38,379	48,621		3.7
Foreign currency translation adjustment					(1)
Total					$	48,620

April 30, 2021	Gross Fair Value		Accumulated Amortization		Net Book Value		Weighted Average Remaining Useful Life (in years)
Developed technology	$	44,830	$	20,850	$	23,980	3.3
Customer relationships	19,598		8,382		11,216		2.4
Trade names	2,872		1,780		1,092		2.4
Total	$	67,300	$	31,012	36,288		3.0
Foreign currency translation adjustment					(2)
Total					$	36,286

Amortization expense for the intangible assets for the three and six months ended October 31, 2021 and 2020 was as follows (in thousands):

	Three Months Ended October 31,				Six Months Ended October 31,
	2021		2020		2021		2020
Cost of revenue—cost of license—self-managed	$	395	$	347	$	741	$	693
Cost of revenue—cost of subscription—self-managed and SaaS	2,103		1,762		3,769		3,525
Sales and marketing	1,428		1,433		2,857		2,874
Total amortization of acquired intangible assets	$	3,926	$	3,542	$	7,367	$	7,092

The expected future amortization expense related to the intangible assets as of October 31, 2021 was as follows (in thousands, by fiscal year):

Remainder of 2022	$	8,068
2023	15,830
2024	12,656
2025	6,673
2026	3,940
2027	1,453
Total	$	48,620

Goodwill

The following table represents the changes to goodwill (in thousands):

	Carrying Amount
Balance as of April 30, 2021	$	198,851
Additions from acquisitions	93,064
Foreign currency translation adjustment	(125)
Balance as of October 31, 2021	$	291,790

There was no impairment of goodwill during the six months ended October 31, 2021 and 2020.

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following (in thousands):

	As of October 31, 2021		As of April 30, 2021
Accrued expenses	$	22,865	$	12,772
Value added taxes payable	5,936		8,493
Accrued interest on Senior Notes	7,511		—
Income taxes payable	2,083		1,596
Other	4,882		6,048
Total accrued expenses and other liabilities	$	43,277	$	28,909

Accrued Compensation and Benefits

Accrued compensation and benefits consisted of the following (in thousands):

	As of October 31, 2021		As of April 30, 2021
Accrued vacation	$	25,351	$	24,078
Accrued commissions	17,025		17,581
Accrued payroll taxes and withholding taxes	9,014		5,522
Other	4,437		5,344
Total accrued compensation and benefits	$	55,827	$	52,525

Contract Balances

The timing of revenue recognition may differ from the timing of invoicing to customers. For annual contracts, the Company typically invoices customers at the time of entering into the contract. For multi-year agreements, the Company generally invoices customers on an annual basis prior to each anniversary of the contract start date. The Company records unbilled accounts receivable related to revenue recognized in excess of amounts invoiced as the Company has an unconditional right to invoice and receive payment in the future related to those fulfilled obligations. Invoicing customers prior to performance creates a contract liability, deferred revenue, which is recognized in accordance with the Company’s revenue recognition policy.

The following table provides information about unbilled accounts receivable, deferred contract acquisition costs and deferred revenue from contracts with customers (in thousands):

	As of October 31, 2021		As of April 30, 2021
Unbilled accounts receivable, included in accounts receivable, net	$	4,595	$	5,204
Deferred contract acquisition costs	$	96,037	$	86,352
Deferred revenue	$	390,313	$	397,700

Deferred Contract Acquisition Costs

Deferred contract acquisition costs represent costs that are incremental to the acquisition of customer contracts, which consist mainly of sales commissions and associated payroll taxes. The Company determines whether costs should be deferred based on sales compensation plans, if the commissions are in fact incremental and would not have occurred absent the customer contract.

The Company periodically reviews the carrying amount of deferred contract acquisition costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred costs. The Company did not recognize any impairment of deferred contract acquisition costs during the six months ended October 31, 2021.

The following table summarizes the activity of the deferred contract acquisition costs (in thousands):

	Six Months Ended October 31,
	2021		2020
Beginning balance	$	86,352	$	43,549
Capitalization of contract acquisition costs	38,255		39,107
Amortization of deferred contract acquisition costs	(28,570)		(18,173)
Ending balance	$	96,037	$	64,483

Deferred Revenue

Significant changes in the deferred revenue balances were as follows (in thousands):

	Six Months Ended October 31,
	2021		2020
Beginning balance	$	397,700	$	259,702
Increases due to invoices issued, excluding amounts recognized as revenue during the period	238,822		201,784
Increase from acquisition, net of revenue recognized	1,001		—
Amounts transferred to deferred revenue from accrued expenses and other liabilities upon entering into contracts with customers, net of revenue recognized during the period	—		5,424
Revenue recognized that was included in deferred revenue balance at beginning of period	(247,210)		(157,694)
Ending balance	$	390,313	$	309,216

Allowance for Credit Losses

The following is a summary of the changes in the Company’s allowance for credit losses (in thousands):

	Six Months Ended October 31,
	2021		2020
Beginning balance	$	2,344	$	1,247
Cumulative-effect adjustment from adoption of ASU 2016-13	—		(367)
Provision	2,221		1,233
Write-offs	(1,669)		(608)
Ending balance	$	2,896	$	1,505

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Commitments and Contingencies

6 Months Ended

Oct. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Cloud Hosting Commitments

During the six months ended October 31, 2021, there were no material changes, outside the ordinary course of business, to the Company’s contractual obligations and commitments reported in the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2021. 

Letters of Credit

The Company had a total of $2.1 million in letters of credit outstanding in favor of certain landlords for office space as of October 31, 2021.

Legal Matters

From time to time, the Company has become involved in claims and other legal matters arising in the ordinary course of business. The Company investigates these claims as they arise. Although claims are inherently unpredictable, the Company is currently not aware of any matters that, if determined adversely to the Company, would individually or taken together have a material adverse effect on its business, results of operations, financial position or cash flows.

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

Although the results of litigation and claims are inherently unpredictable, the Company does not believe that there were any matters under litigation or claims with a reasonable possibility of the Company incurring a material loss as of October 31, 2021.

Indemnification

The Company enters into indemnification provisions under its agreements with other companies in the ordinary course of business, including business partners, landlords, contractors and parties performing its research and development. Pursuant to these arrangements, the Company agrees to indemnify, hold harmless, and reimburse the indemnified party for certain losses suffered or incurred by the indemnified party as a result of the Company’s activities. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the Company believes the fair value of these agreements is not material. 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. To date, there have been no claims under any indemnification provisions.

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Leases

6 Months Ended

Oct. 31, 2021

Leases [Abstract]

Leases

Leases

The Company’s leases are composed of corporate office spaces under non-cancelable operating lease agreements that expire at various dates through 2025. The Company does not have any finance leases.

Lease Costs

Components of lease costs included in the condensed consolidated statement of operations were as follows (in thousands):

	Three Months Ended October 31,				Six Months Ended October 31,
	2021		2020		2021		2020
Operating lease cost	$	2,486	$	2,172	$	4,771	$	4,284
Short-term lease cost	449		721		990		1,352
Variable lease cost	302		(65)		507		289
Total lease cost	$	3,237	$	2,828	$	6,268	$	5,925

Lease term and discount rate information are summarized as follows:

	As of October 31, 2021
Weighted average remaining lease term (years)	3.35
Weighted average discount rate	4.77	%

Future minimum lease payments under non-cancelable operating leases on an undiscounted cash flow basis as of October 31, 2021 were as follows (in thousands):

Years Ending April 30,
2022 (remaining six months)	$	5,038
2023	8,770
2024	6,722
2025	5,113
2026	2,803
Total minimum lease payments	28,446
Less imputed interest	(2,246)
Present value of future minimum lease payments	26,200
Less current lease liabilities	(9,454)
Operating lease liabilities, non-current	$	16,746

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Ordinary Shares

6 Months Ended

Oct. 31, 2021

Equity [Abstract]

Ordinary Shares

Ordinary Shares

Each holder of ordinary shares has the right to one vote per ordinary share. The holders of ordinary shares are also entitled to receive dividends whenever funds are legally available and when declared by the board of directors, subject to the prior rights of holders of all classes of shares outstanding having priority rights to dividends. No dividends have been declared by the Company’s board of directors from inception through October 31, 2021.

Ordinary Shares Reserved for Issuance

The Company had reserved ordinary shares for issuance as follows:

	As of October 31, 2021	As of April 30, 2021
Stock options issued and outstanding	5,913,745	7,611,016
RSUs issued and outstanding	3,074,014	3,301,283
Remaining shares available for future issuance under the 2012 Plan	20,206,345	15,737,819
Total ordinary shares reserved	29,194,104	26,650,118

Convertible Preference Shares

The Company's board of directors has the authority, for a period of five years from October 10, 2018, without further action by the Company's shareholders, to issue up to 165 million shares of undesignated convertible preference shares with rights and preferences, including voting rights, designated from time to time by the board of directors. As of October 31, 2021, there were no convertible preference shares issued or outstanding.

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Equity Incentive Plans

6 Months Ended

Oct. 31, 2021

Share-based Payment Arrangement [Abstract]

Equity Incentive Plans

Equity Incentive PlansIn 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 (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 a duly authorized committee may grant stock options and other equity-based awards, such as Restricted Stock Awards (“RSAs”) or Restricted Stock Units (“RSUs”), to eligible employees, directors, and consultants to attract and retain the best available 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 a duly authorized committee determines the vesting schedule for all equity-based awards. Stock options granted to new employees under the 2012 Plan generally vest over four years with 25% of the option shares vesting one year from the vesting commencement date and then ratably over the following 36 months subject to the employees’ continued service to the Company. Refresh grants to existing employees generally vest monthly over four years subject to the employees’ continued service to the Company. RSUs granted to new employees generally vest over a period of four years with 25% vesting on the one-year anniversary of the vesting start date and the remainder vesting semi-annually over the next three years, subject to the grantee’s continued service to the Company. RSUs granted to existing employees generally vest semi-annually over a period of four years, subject to the grantee’s continued service to the Company. The Company’s compensation committee may explicitly deviate from the general vesting schedules in its approval of an equity-based award, as it may deem appropriate. Stock options expire ten years after the

date of grant. Stock options, RSAs 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:

	Six Months Ended October 31, 2021
Available at beginning of period	15,737,819
Awards authorized	4,526,699
RSUs granted	(646,434)
Stock options cancelled	229,975
RSUs cancelled	358,286
Available at end of period	20,206,345

Stock Incentive Plans Assumed in Acquisitions

In connection with its acquisitions of Cmd and build.security, the Company assumed certain unvested stock options issued under the Cmd Stock Option Plan and Build 2020 Share Incentive Plan that were outstanding on the date of the respective acquisition. The assumed stock options will continue to be outstanding and will be governed by the provisions of their respective plan and are included in the stock option activity table below.

Stock Options

The following table summarizes stock option activity (in thousands, except share and per share data):

	Stock Options Outstanding
	Number of Stock Options Outstanding	Weighted- Average Exercise Price		Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Balance as of April 30, 2021	7,611,016	$	20.34	6.66	$	768,517
Stock options assumed in acquisitions	63,846	$	10.20
Stock options exercised	(1,530,746)	$	13.55
Stock options cancelled	(229,975)	$	36.23
Stock options assumed in acquisition cancelled	(396)	$	76.82
Balance as of October 31, 2021	5,913,745	$	21.37	6.31	$	899,706
Exercisable as of October 31, 2021	4,209,605	$	16.38	6.06	$	661,456

Stock options exercisable include 41,667 stock options that were unvested as of October 31, 2021.

Aggregate intrinsic value represents the difference between the exercise price of the stock options to purchase ordinary shares and the fair value of the Company’s ordinary shares. The weighted-average grant-date fair value per share of stock options assumed related to the Cmd and build.security acquisitions was $122.13 for the three and six months ended October 31, 2021. The weighted-average grant-date fair value of stock options granted was $56.37 for the three and six months ended October 31, 2020.

As of October 31, 2021, the Company had unrecognized stock-based compensation expense of $25.3 million related to unvested stock options that the Company expects to recognize over a weighted-average period of 1.55 years.

RSUs

The following table summarizes RSU activity for the 2012 Plan:

	Number of Awards	Weighted- Average Grant Date Fair Value
Outstanding and unvested at April 30, 2021	3,301,283	$	98.74
RSUs granted	646,434	$	144.78
RSUs released	(515,417)	$	85.72
RSUs cancelled	(358,286)	$	99.19
Outstanding and unvested at October 31, 2021	3,074,014	$	109.91

As of October 31, 2021, the Company had unrecognized stock-based compensation expense of $296.3 million related to RSUs that the Company expects to recognize over a weighted-average period of 2.81 years.

Stock-Based Compensation Expense

Total stock-based compensation expense recognized in the Company’s condensed consolidated statements of operations was as follows (in thousands):

	Three Months Ended October 31,				Six Months Ended October 31,
	2021		2020		2021		2020
Cost of revenue—cost of subscription—self-managed and SaaS	$	2,064	$	1,860	$	4,198	$	3,226
Cost of revenue—professional services	1,292		976		2,867		1,928
Research and development	13,658		7,663		25,755		14,793
Sales and marketing	8,403		7,955		18,253		14,147
General and administrative	4,565		3,033		9,087		5,984
Stock-based compensation expense, net of amounts capitalized	29,982		21,487		60,160		40,078
Capitalized stock-based compensation expense	54		—		82		—
Total stock-based compensation expense	$	30,036	$	21,487	$	60,242	$	40,078

Total stock-based compensation expense for the three and six months ended October 31, 2021 includes a charge of $0.5 million related to an expense arising from business combinations.

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Net Loss Per Share Attributable to Ordinary Shareholders

6 Months Ended

Oct. 31, 2021

Earnings Per Share [Abstract]

Net Loss Per Share Attributable to Ordinary Shareholders

Net Loss Per Share Attributable to Ordinary Shareholders

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

	Three Months Ended October 31,				Six Months Ended October 31,
	2021		2020		2021		2020
Numerator:
Net loss	$	(47,023)	$	(29,158)	$	(81,512)	$	(48,159)
Denominator:
Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted	92,206,199		86,373,166		91,703,786		85,275,474
Net loss per share attributable to ordinary shareholders, basic and diluted	$	(0.51)	$	(0.34)	$	(0.89)	$	(0.56)

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

	Six Months Ended October 31,
	2021	2020
Stock options	5,913,745	10,757,903
RSUs	3,074,014	2,617,676
Contingently issuable shares	—	235,031
Total	8,987,759	13,610,610

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Income Taxes

6 Months Ended

Oct. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The Company is incorporated in the Netherlands but operates in various countries with differing tax laws and rates. The Company recorded a provision for income taxes of $2.9 million and $0.7 million for the three months ended October 31, 2021 and 2020, respectively and $5.5 million and $1.0 million for the six months ended October 31, 2021 and 2020, respectively. The provision for income taxes was primarily due to foreign taxes. The calculation of income taxes is based upon the estimated annual effective tax rates for the year applied to the current period loss before tax plus the tax effect of any significant unusual items, discrete events or changes in tax law.

The Company assesses uncertain tax positions in accordance with ASC 740-10, Accounting for Uncertainties in Tax. The Company anticipates that the amount of reasonably possible unrecognized tax benefits that could decrease over the next twelve months due to the expiration of certain statutes of limitations and settlement of tax audits is not material to the Company’s interim unaudited condensed consolidated financial statements.

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Employee Benefit Plans	6 Months Ended
	Oct. 31, 2021
Retirement Benefits [Abstract]
Employee Benefit Plans	Employee Benefit PlansThe Company has a defined-contribution plan in the U.S. 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. Substantially all the expenses incurred for administering the 401(k) Plan are paid by the Company. This 401(k) Plan covers substantially all 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 up to 6% of the participating employee’s W-2 earnings and wages. The Company recorded $3.5 million and $2.6 million of expense related to the 401(k) Plan during the three months ended October 31, 2021 and 2020, respectively and $7.0 million and $5.4 million for the six months ended October 31, 2021 and 2020, respectively.The Company also has defined-contribution plans in certain other countries for which the Company recorded $1.6 million and $1.2 million of expense during the three months ended October 31, 2021 and 2020, respectively and $3.2 million and $2.3 million for the six months ended October 31, 2021 and 2020, respectively.

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Segment Information

6 Months Ended

Oct. 31, 2021

Segment Reporting [Abstract]

Segment Information

Segment Information

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

	Three Months Ended October 31,				Six Months Ended October 31,
	2021		2020		2021		2020
United States	$	115,509	$	80,241	$	218,649	$	152,035
Rest of world	90,471		64,653		180,426		121,729
Total revenue	$	205,980	$	144,894	$	399,075	$	273,764

Other than the United States, no other individual country exceeded 10% or more of total revenue during the periods presented.

The following table presents the Company’s long-lived assets, including property and equipment, net, and operating lease right-of-use assets, by geographic region (in thousands):

	As of October 31, 2021		As of April 30, 2021
United States	$	21,443	$	23,443
United Kingdom	5,986		7,151
The Netherlands	2,429		2,975
Rest of world	1,319		776
Total long-lived assets	$	31,177	$	34,345

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Debt

6 Months Ended

Oct. 31, 2021

Debt Disclosure [Abstract]

Debt Disclosure

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

Interest on the Senior Notes is payable semi-annually in arrears on January 15 and July 15 of each year, commencing on January 15, 2022. The Company received net proceeds from the offering of the Senior Notes of $565.7 million after deducting underwriting commissions of $7.2 million and incurred additional issuance costs of $2.1 million. 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 redeem the Senior Notes, in whole or in part, at any time prior to July 15, 2024 at a price equal to 100% of the principal amount thereof plus a “make-whole” premium and accrued and unpaid interest, if any. The Company may at its election redeem all or a part of the Senior Notes on or after July 15, 2024, 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. In addition, at any time prior to July 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Senior Notes outstanding under the Indenture with the net cash proceeds of one or more equity offerings at a redemption price equal to 104.125% of the principal amount of the Senior Notes then outstanding, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable redemption date. The Company may also at its election redeem the Senior Notes in whole, but not in part, at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, if certain changes in tax law occur as set forth in the Indenture.

If the Company experiences a change of control triggering event (as defined in the Indenture), the Company must offer to repurchase the Senior Notes at a repurchase price equal to 101% of the principal amount of the Senior Notes to be repurchased, plus accrued and unpaid interest, if any, to the repurchase date.

The indenture governing the Senior Notes contain covenants limiting the Company’s ability and the ability of certain subsidiaries to create liens on certain assets to secure debt; grant a subsidiary guarantee of certain debt without also providing a guarantee of the Senior Notes; and consolidate or merge with or into, or sell or otherwise dispose of all or substantially all of its assets to, another person. These covenants are subject to a number of limitations and exceptions. Certain of these covenants will not apply during any period in which the notes are rated investment grade by Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services. As of October 31, 2021, the Company was in compliance with all of its financial covenants under the Indenture associated with the Senior Notes.

The net carrying amount of the Senior Notes was as follows:

	As of October 31, 2021
Principal	$	575,000
Unamortized debt issuance costs	(8,955)
Net carrying amount	$	566,045

The following table sets forth the interest expense recognized related to the Senior Notes:

	Six Months Ended October 31, 2021
Contractual interest expense	$	7,511
Amortization of debt issuance costs	307
Total interest expense related to the Senior Notes	$	7,818

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Subsequent Events	6 Months Ended
	Oct. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsOn November 1, 2021, the Company acquired 100% of the share capital of Optimyze.cloud Inc. (“Optimyze”) for a total consideration of $20.0 million in the form of cash and future cash payments for certain unvested stock options. Optimyze is an “always on” continuous profiling platform for infrastructure, applications and services. 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 finalizing the purchase price allocation for the transaction.

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Oct. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying interim condensed consolidated balance sheet as of October 31, 2021, the interim condensed consolidated statements of operations and of comprehensive loss, interim condensed statements of shareholders’ equity for the three and six months ended October 31, 2021 and 2020 and the interim condensed consolidated statements of cash flows for the six months ended October 31, 2021 and 2020, are unaudited. These interim condensed consolidated financial statements have been prepared on a basis consistent with the annual consolidated financial statements and, in the opinion of management, include all adjustments necessary to fairly state the Company’s financial position as of October 31, 2021, and the results of the Company’s operations, its statements of shareholders’ equity for the three and six months ended October 31, 2021 and 2020, and its statements of cash flows for the six months ended October 31, 2021 and 2020. The financial data and other financial information disclosed in the notes to these interim condensed consolidated financial statements related to the three and six month periods are also unaudited. The results for the six months ended October 31, 2021 are not necessarily indicative of the operating results expected for the fiscal year ending April 30, 2022, or any future period.

The unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the financial statements of the Company and its wholly-owned subsidiaries. All intercompany transactions and accounts have been eliminated in consolidation.

Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Therefore, these unaudited interim condensed consolidated financial statements and accompanying footnotes should be read in conjunction with the Company’s annual consolidated financial statements and related footnotes included in the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2021 filed with the SEC on June 25, 2021 (“the Company's Annual Report on Form 10-K”).

Fiscal Year

Fiscal YearThe Company’s fiscal year ends on April 30. References to fiscal 2022, for example, refer to the fiscal year ending April 30, 2022.

Use of Estimates and Judgments

Use of Estimates and Judgments

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 include, but are not limited to, allocation of revenue between recognized and deferred amounts, deferred contract acquisition costs, allowance for credit losses, valuation of stock-based compensation, fair value of ordinary shares in periods prior to the Company’s initial public offering, 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, the discount rate used for operating leases and valuation allowance 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.

In March 2020, the World Health Organization declared COVID-19 a pandemic. The pandemic has resulted in a global slowdown of economic activity that is likely to decrease demand for a broad variety of goods and services, including from certain of the Company’s customers, while also disrupting sales channels and marketing activities for an unknown period of time. The full extent to which COVID-19 may impact the Company’s financial condition or results of operations is uncertain.

Estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require the exercise of judgment. As of the date of issuance of these financial statements, the Company is not aware of any

specific event or circumstance that would require the Company to update its estimates, judgments or revise the carrying value of the Company’s assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s financial statements.

Accounts Receivable and Allowance for Credit Losses

Debt Issuance Costs

Costs incurred in connection with the issuance of debt are deferred and amortized as interest expense over the term of the related debt using the effective interest method. 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.

Recently Adopted Accounting Pronouncements and New Accounting Pronouncements Not Yet Adopted

Recently Adopted Accounting Pronouncements

Income Taxes:  In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, eliminating certain exceptions to the general principles in ASC 740 related to intra-period tax allocation, deferred tax liability and general methodology for calculating income taxes. Additionally, the ASU makes other changes for matters such as franchise taxes that are partially based on income, transactions with a government that result in a step up in the tax basis of goodwill, separate financial statements of legal entities that are not subject to tax, and enacted changes in tax laws in interim periods. The new guidance becomes effective for the Company for the fiscal year ending April 30, 2022. Early adoption is permitted. The Company’s adoption of this ASU had no material impact on the Company’s condensed consolidated financial statements.

New Accounting Pronouncements Not Yet Adopted

Acquisitions:  In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, improving consistency in accounting for acquired revenue contracts with customers in a business combination by requiring that acquirers apply ASC Topic 606 to recognize contract assets and contract liabilities as if it had originated the contracts. If the acquiree prepared its financial statements in accordance with GAAP, the resulting acquired contract assets and liabilities should generally be consistent with acquiree’s financial statements. The new guidance becomes effective for the Company for the fiscal year ending April 30, 2024. Early adoption is permitted. The Company does not expect the adoption of the new accounting standard to have a material impact on its consolidated financial statements.

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Revenue and Remaining Performance Obligations (Tables)

6 Months Ended

Oct. 31, 2021

Revenue from Contract with Customer [Abstract]

Schedule of Revenue by Category

The following table presents revenue by product category (in thousands):

	Three Months Ended October 31,								Six Months Ended October 31,
	2021				2020				2021				2020
	Amount		% of Total Revenue		Amount		% of Total Revenue		Amount		% of Total Revenue		Amount		% of Total Revenue
Elastic Cloud	$	69,031	34	%	$	37,428	26	%	$	130,561	33	%	$	70,055	26	%
Other subscription	121,226		58	%	96,781		67	%	236,881		59	%	185,496		67	%
Total subscription revenue	190,257		92	%	134,209		93	%	367,442		92	%	255,551		93	%
Professional services	15,723		8	%	10,685		7	%	31,633		8	%	18,213		7	%
Total revenue	$	205,980	100	%	$	144,894	100	%	$	399,075	100	%	$	273,764	100	%

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Fair Value Measurements (Tables)

6 Months Ended

Oct. 31, 2021

Fair Value Disclosures [Abstract]

Schedule of Assets Measured at Fair Value on Recurring Basis

The following table summarizes assets that are measured at fair value on a recurring basis as of October 31, 2021 and April 30, 2021 (in thousands):

 

October 31, 2021	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash and cash equivalents:
Money market funds	$	571,829	$	—	—		$	571,829
Short-term bank deposit	—		1,800		—		1,800
Total	$	571,829	$	1,800	$	—	$	573,629

April 30, 2021	Level 1		Level 2	Level 3	Total
Financial Assets:
Cash and cash equivalents:
Money market funds	$	175,007	—	—	$	175,007

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Balance Sheet Components (Tables)

6 Months Ended

Oct. 31, 2021

Balance Sheet Components [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

	As of October 31, 2021		As of April 30, 2021
Prepaid hosting costs	$	11,303	$	11,122
Prepaid software subscription costs	6,863		5,636
Prepaid value added taxes	4,831		9,408
Deposits	2,672		2,410
Prepaid taxes	2,167		1,694
Other	7,060		6,732
Total prepaid expenses and other current assets	$	34,896	$	37,002

Schedule of Cost and Accumulated Depreciation of Property and Equipment

The cost and accumulated depreciation of property and equipment were as follows (in thousands):

	Useful Life (in years)			As of October 31, 2021		As of April 30, 2021
Leasehold improvements	Lesser of estimated useful life or remaining lease term			$	10,812	$	10,342
Computer hardware and software		3		1,531		2,319
Furniture and fixtures	3	-	5	6,040		5,971
Assets under construction				203		707
Total property and equipment				18,586		19,339
Less: accumulated depreciation				(11,076)		(10,458)
Property and equipment, net				$	7,510	$	8,881

Schedule of Intangible Assets

Intangible assets consisted of the following as of October 31, 2021 and April 30, 2021 (in thousands):

October 31, 2021	Gross Fair Value		Accumulated Amortization		Net Book Value		Weighted Average Remaining Useful Life (in years)
Developed technology	$	64,530	$	25,360	$	39,170	3.9
Customer relationships	19,598		10,965		8,633		1.9
Trade names	2,872		2,054		818		1.9
Total	$	87,000	$	38,379	48,621		3.7
Foreign currency translation adjustment					(1)
Total					$	48,620

April 30, 2021	Gross Fair Value		Accumulated Amortization		Net Book Value		Weighted Average Remaining Useful Life (in years)
Developed technology	$	44,830	$	20,850	$	23,980	3.3
Customer relationships	19,598		8,382		11,216		2.4
Trade names	2,872		1,780		1,092		2.4
Total	$	67,300	$	31,012	36,288		3.0
Foreign currency translation adjustment					(2)
Total					$	36,286

Schedule of Amortization Expense for Intangible Assets

Amortization expense for the intangible assets for the three and six months ended October 31, 2021 and 2020 was as follows (in thousands):

	Three Months Ended October 31,				Six Months Ended October 31,
	2021		2020		2021		2020
Cost of revenue—cost of license—self-managed	$	395	$	347	$	741	$	693
Cost of revenue—cost of subscription—self-managed and SaaS	2,103		1,762		3,769		3,525
Sales and marketing	1,428		1,433		2,857		2,874
Total amortization of acquired intangible assets	$	3,926	$	3,542	$	7,367	$	7,092

Schedule of Expected Future Amortization Expense of Intangible Assets

The expected future amortization expense related to the intangible assets as of October 31, 2021 was as follows (in thousands, by fiscal year):

Remainder of 2022	$	8,068
2023	15,830
2024	12,656
2025	6,673
2026	3,940
2027	1,453
Total	$	48,620

Schedule of Changes to Goodwill

The following table represents the changes to goodwill (in thousands):

	Carrying Amount
Balance as of April 30, 2021	$	198,851
Additions from acquisitions	93,064
Foreign currency translation adjustment	(125)
Balance as of October 31, 2021	$	291,790

Schedule of Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following (in thousands):

	As of October 31, 2021		As of April 30, 2021
Accrued expenses	$	22,865	$	12,772
Value added taxes payable	5,936		8,493
Accrued interest on Senior Notes	7,511		—
Income taxes payable	2,083		1,596
Other	4,882		6,048
Total accrued expenses and other liabilities	$	43,277	$	28,909

Schedule of Accrued Compensation and Benefits

Accrued compensation and benefits consisted of the following (in thousands):

	As of October 31, 2021		As of April 30, 2021
Accrued vacation	$	25,351	$	24,078
Accrued commissions	17,025		17,581
Accrued payroll taxes and withholding taxes	9,014		5,522
Other	4,437		5,344
Total accrued compensation and benefits	$	55,827	$	52,525

Schedule of Unbilled Accounts Receivable, Deferred Contract Acquisition Costs, and Deferred Revenue from Contracts with Customers

The following table provides information about unbilled accounts receivable, deferred contract acquisition costs and deferred revenue from contracts with customers (in thousands):

	As of October 31, 2021		As of April 30, 2021
Unbilled accounts receivable, included in accounts receivable, net	$	4,595	$	5,204
Deferred contract acquisition costs	$	96,037	$	86,352
Deferred revenue	$	390,313	$	397,700

The following table summarizes the activity of the deferred contract acquisition costs (in thousands):

	Six Months Ended October 31,
	2021		2020
Beginning balance	$	86,352	$	43,549
Capitalization of contract acquisition costs	38,255		39,107
Amortization of deferred contract acquisition costs	(28,570)		(18,173)
Ending balance	$	96,037	$	64,483

Schedule of Changes in Allowance for Credit Losses

The following is a summary of the changes in the Company’s allowance for credit losses (in thousands):

	Six Months Ended October 31,
	2021		2020
Beginning balance	$	2,344	$	1,247
Cumulative-effect adjustment from adoption of ASU 2016-13	—		(367)
Provision	2,221		1,233
Write-offs	(1,669)		(608)
Ending balance	$	2,896	$	1,505

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Leases (Tables)

6 Months Ended

Oct. 31, 2021

Leases [Abstract]

Components of Lease Costs

Components of lease costs included in the condensed consolidated statement of operations were as follows (in thousands):

	Three Months Ended October 31,				Six Months Ended October 31,
	2021		2020		2021		2020
Operating lease cost	$	2,486	$	2,172	$	4,771	$	4,284
Short-term lease cost	449		721		990		1,352
Variable lease cost	302		(65)		507		289
Total lease cost	$	3,237	$	2,828	$	6,268	$	5,925

Lease Term and Discount Rate Information

Lease term and discount rate information are summarized as follows:

	As of October 31, 2021
Weighted average remaining lease term (years)	3.35
Weighted average discount rate	4.77	%

Future Minimum Lease Payments under Non-cancelable Operating Leases

Future minimum lease payments under non-cancelable operating leases on an undiscounted cash flow basis as of October 31, 2021 were as follows (in thousands):

Years Ending April 30,
2022 (remaining six months)	$	5,038
2023	8,770
2024	6,722
2025	5,113
2026	2,803
Total minimum lease payments	28,446
Less imputed interest	(2,246)
Present value of future minimum lease payments	26,200
Less current lease liabilities	(9,454)
Operating lease liabilities, non-current	$	16,746

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Ordinary Shares (Tables)

6 Months Ended

Oct. 31, 2021

Equity [Abstract]

Summary of Ordinary Shares Reserved for Issuance

The Company had reserved ordinary shares for issuance as follows:

	As of October 31, 2021	As of April 30, 2021
Stock options issued and outstanding	5,913,745	7,611,016
RSUs issued and outstanding	3,074,014	3,301,283
Remaining shares available for future issuance under the 2012 Plan	20,206,345	15,737,819
Total ordinary shares reserved	29,194,104	26,650,118

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Equity Incentive Plans (Tables)

6 Months Ended

Oct. 31, 2021

Share-based Payment Arrangement [Abstract]

Summary of Equity Awards Available for Grant

The equity awards available for grant were as follows:

	Six Months Ended October 31, 2021
Available at beginning of period	15,737,819
Awards authorized	4,526,699
RSUs granted	(646,434)
Stock options cancelled	229,975
RSUs cancelled	358,286
Available at end of period	20,206,345

Summary of Stock Option Activity

The following table summarizes stock option activity (in thousands, except share and per share data):

	Stock Options Outstanding
	Number of Stock Options Outstanding	Weighted- Average Exercise Price		Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Balance as of April 30, 2021	7,611,016	$	20.34	6.66	$	768,517
Stock options assumed in acquisitions	63,846	$	10.20
Stock options exercised	(1,530,746)	$	13.55
Stock options cancelled	(229,975)	$	36.23
Stock options assumed in acquisition cancelled	(396)	$	76.82
Balance as of October 31, 2021	5,913,745	$	21.37	6.31	$	899,706
Exercisable as of October 31, 2021	4,209,605	$	16.38	6.06	$	661,456

Summary of RSU Activity

The following table summarizes RSU activity for the 2012 Plan:

	Number of Awards	Weighted- Average Grant Date Fair Value
Outstanding and unvested at April 30, 2021	3,301,283	$	98.74
RSUs granted	646,434	$	144.78
RSUs released	(515,417)	$	85.72
RSUs cancelled	(358,286)	$	99.19
Outstanding and unvested at October 31, 2021	3,074,014	$	109.91

Summary of Stock-based Compensation Expense Recognized in Consolidated Statements of Operations

Total stock-based compensation expense recognized in the Company’s condensed consolidated statements of operations was as follows (in thousands):

	Three Months Ended October 31,				Six Months Ended October 31,
	2021		2020		2021		2020
Cost of revenue—cost of subscription—self-managed and SaaS	$	2,064	$	1,860	$	4,198	$	3,226
Cost of revenue—professional services	1,292		976		2,867		1,928
Research and development	13,658		7,663		25,755		14,793
Sales and marketing	8,403		7,955		18,253		14,147
General and administrative	4,565		3,033		9,087		5,984
Stock-based compensation expense, net of amounts capitalized	29,982		21,487		60,160		40,078
Capitalized stock-based compensation expense	54		—		82		—
Total stock-based compensation expense	$	30,036	$	21,487	$	60,242	$	40,078

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Net Loss Per Share Attributable to Ordinary Shareholders (Tables)

6 Months Ended

Oct. 31, 2021

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted Net Loss Per Share Attributable to Ordinary Shareholders

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

	Three Months Ended October 31,				Six Months Ended October 31,
	2021		2020		2021		2020
Numerator:
Net loss	$	(47,023)	$	(29,158)	$	(81,512)	$	(48,159)
Denominator:
Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted	92,206,199		86,373,166		91,703,786		85,275,474
Net loss per share attributable to ordinary shareholders, basic and diluted	$	(0.51)	$	(0.34)	$	(0.89)	$	(0.56)

Schedule of Outstanding Potentially Dilutive Ordinary Shares Excluded from Computation of Diluted Net Loss Per Share Attributable to Ordinary Shareholders

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

	Six Months Ended October 31,
	2021	2020
Stock options	5,913,745	10,757,903
RSUs	3,074,014	2,617,676
Contingently issuable shares	—	235,031
Total	8,987,759	13,610,610

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Segment Information (Tables)

6 Months Ended

Oct. 31, 2021

Segment Reporting [Abstract]

Schedule of Revenue by Geographic Area

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

	Three Months Ended October 31,				Six Months Ended October 31,
	2021		2020		2021		2020
United States	$	115,509	$	80,241	$	218,649	$	152,035
Rest of world	90,471		64,653		180,426		121,729
Total revenue	$	205,980	$	144,894	$	399,075	$	273,764

Schedule of Long-Lived Assets, Including Property and Equipment, Net and Operating Lease Right-of-Use Assets

The following table presents the Company’s long-lived assets, including property and equipment, net, and operating lease right-of-use assets, by geographic region (in thousands):

	As of October 31, 2021		As of April 30, 2021
United States	$	21,443	$	23,443
United Kingdom	5,986		7,151
The Netherlands	2,429		2,975
Rest of world	1,319		776
Total long-lived assets	$	31,177	$	34,345

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Debt (Tables)

6 Months Ended

Oct. 31, 2021

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

The net carrying amount of the Senior Notes was as follows:

	As of October 31, 2021
Principal	$	575,000
Unamortized debt issuance costs	(8,955)
Net carrying amount	$	566,045

Interest Income and Interest Expense Disclosure

The following table sets forth the interest expense recognized related to the Senior Notes:

	Six Months Ended October 31, 2021
Contractual interest expense	$	7,511
Amortization of debt issuance costs	307
Total interest expense related to the Senior Notes	$	7,818

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Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands	Oct. 31, 2021	Jul. 31, 2021	Apr. 30, 2021	Oct. 31, 2020	Jul. 31, 2020	Apr. 30, 2020
Summary Of Significant Accounting Policies [Line Items]
Decrease in accumulated deficit, from ASU 2016-13 adoption	$ (449,800)	$ (455,663)	$ (450,831)	$ (442,657)	$ (432,379)	$ (413,647)
Short-term deferred revenue, adjustment	354,148		352,805
Long-term deferred revenue, adjustment	(36,165)		(44,895)
Accumulated Deficit
Summary Of Significant Accounting Policies [Line Items]
Decrease in accumulated deficit, from ASU 2016-13 adoption	$ 694,830	$ 647,807	$ 613,318	$ 532,043	$ 502,885	484,251
Cumulative Effect, Period of Adoption, Adjustment
Summary Of Significant Accounting Policies [Line Items]
Decrease in accumulated deficit, from ASU 2016-13 adoption						(367)
Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit
Summary Of Significant Accounting Policies [Line Items]
Decrease in accumulated deficit, from ASU 2016-13 adoption						$ (367)

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Revenue and Remaining Performance Obligations - Schedule of Revenue by Category (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2021	Oct. 31, 2020
Disaggregation of Revenue [Line Items]
Amount	$ 205,980	$ 144,894	$ 399,075	$ 273,764
Revenue | Product
Disaggregation of Revenue [Line Items]
% of Total Revenue	100.00%	100.00%	100.00%	100.00%
Total subscription
Disaggregation of Revenue [Line Items]
Amount	$ 190,257	$ 134,209	$ 367,442	$ 255,551
Total subscription | Revenue | Product
Disaggregation of Revenue [Line Items]
% of Total Revenue	92.00%	93.00%	92.00%	93.00%
Elastic Cloud
Disaggregation of Revenue [Line Items]
Amount	$ 69,031	$ 37,428	$ 130,561	$ 70,055
Elastic Cloud | Revenue | Product
Disaggregation of Revenue [Line Items]
% of Total Revenue	34.00%	26.00%	33.00%	26.00%
Other subscription
Disaggregation of Revenue [Line Items]
Amount	$ 121,226	$ 96,781	$ 236,881	$ 185,496
Other subscription | Revenue | Product
Disaggregation of Revenue [Line Items]
% of Total Revenue	58.00%	67.00%	59.00%	67.00%
Professional services
Disaggregation of Revenue [Line Items]
Amount	$ 15,723	$ 10,685	$ 31,633	$ 18,213
Professional services | Revenue | Product
Disaggregation of Revenue [Line Items]
% of Total Revenue	8.00%	7.00%	8.00%	7.00%

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Revenue and Remaining Performance Obligations - Additional Information (Details) $ in Millions	Oct. 31, 2021 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation	$ 831.6
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-02-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation (in percentage)	86.00%
Revenue, remaining performance obligation, expected timing of satisfaction, period	24 months

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Fair Value Measurements - Schedule of Assets are Measured at Fair Value on Recurring Basis (Details) - USD ($)	6 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Jul. 31, 2021	Apr. 30, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Proceeds from the issuance of debt	$ 575,000,000	$ 0
Interest rate	4.125%		4.125%
Fair value of debt	$ 572,900,000
Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial assets	573,629,000
Recurring | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial assets	571,829,000
Recurring | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial assets	1,800,000
Recurring | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial assets	0
Money market funds | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial assets	571,829,000			$ 175,007,000
Money market funds | Recurring | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial assets	571,829,000			175,007,000
Money market funds | Recurring | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial assets	0			0
Money market funds | Recurring | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial assets	0			$ 0
Interest-bearing Deposits | Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial assets	1,800,000
Interest-bearing Deposits | Recurring | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial assets	0
Interest-bearing Deposits | Recurring | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial assets	1,800,000
Interest-bearing Deposits | Recurring | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial assets	$ 0

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Acquisitions - Additional Information (Details) - USD ($) $ in Thousands	Sep. 17, 2021	Sep. 02, 2021	Oct. 31, 2021	Apr. 30, 2021
Business Acquisition [Line Items]
Goodwill			$ 291,790	$ 198,851
cmdWatch Security Inc.
Business Acquisition [Line Items]
Goodwill	$ 59,100
Business Combination, Consideration transferred, held in Escrow	13,400
Business Combination, Founders Holdback excluded from consideration	6,500
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill	15,500
Business Combination, Consideration Transferred	77,800
Business Combination, Consideration Transferred, Assumed Options	4,300
business combination, assumed options post-acquisition expense	6,600
business combination, Fair Value of replacement awards attributable to pre-combination consideration, paid in cash	3,000
business combination, Fair Value of replacement awards attributable to pre-combination consideration, non-cash	$ 1,300
cmdWatch Security Inc. | Developed Technology Rights [Member]
Business Acquisition [Line Items]
Estimated useful lives of assets	5 years
Build Security Ltd.
Business Acquisition [Line Items]
Goodwill		$ 34,000
Business Combination, Founders Holdback excluded from consideration		4,900
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill		4,200
Business Combination, Consideration Transferred		$ 39,300
Build Security Ltd. | Developed Technology Rights [Member]
Business Acquisition [Line Items]
Estimated useful lives of assets		5 years

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Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Oct. 31, 2021	Apr. 30, 2021
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid hosting costs	$ 11,303	$ 11,122
Prepaid value added taxes	4,831	9,408
Prepaid software subscription costs	6,863	5,636
Deposits	2,672	2,410
Prepaid taxes	2,167	1,694
Other	7,060	6,732
Total prepaid expenses and other current assets	$ 34,896	$ 37,002

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Balance Sheet Components - Schedule of Cost and Accumulated Depreciation of Property and Equipment (Details) - USD ($) $ in Thousands	6 Months Ended
	Oct. 31, 2021	Apr. 30, 2021
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 18,586	$ 19,339
Less: accumulated depreciation	(11,076)	(10,458)
Property and equipment, net	7,510	8,881
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 10,812	10,342
Computer hardware and software
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	3 years
Total property and equipment	$ 1,531	2,319
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 6,040	5,971
Furniture and fixtures | Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	3 years
Furniture and fixtures | Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	5 years
Assets under construction
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 203	$ 707

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Balance Sheet Components - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2021	Oct. 31, 2020
Balance Sheet Components [Abstract]
Depreciation expense	$ 1,000,000	$ 800,000	$ 2,000,000	$ 1,500,000
Goodwill impairment			0	$ 0
Impairment of deferred contract acquisition costs recognized			$ 0

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Balance Sheet Components - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	6 Months Ended	9 Months Ended
	Oct. 31, 2021	Jan. 31, 2021	Apr. 30, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Fair Value	$ 87,000		$ 67,300
Accumulated Amortization	38,379		31,012
Total	$ 48,621		36,288
Weighted Average Remaining Useful Life (in years)	3 years 8 months 12 days	3 years
Finite Lived Intangible Assets, Foreign Currency Translation Adjustment	$ 1		2
Finite Lived Intangible Assets, Foreign Currency Translation Adjustment	48,620		36,286
Developed Technology Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Fair Value	64,530		44,830
Accumulated Amortization	25,360		20,850
Total	$ 39,170		23,980
Weighted Average Remaining Useful Life (in years)	3 years 10 months 24 days	3 years 3 months 18 days
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Fair Value	$ 19,598		19,598
Accumulated Amortization	10,965		8,382
Total	$ 8,633		11,216
Weighted Average Remaining Useful Life (in years)	1 year 10 months 24 days	2 years 4 months 24 days
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Fair Value	$ 2,872		2,872
Accumulated Amortization	2,054		1,780
Total	$ 818		$ 1,092
Weighted Average Remaining Useful Life (in years)	1 year 10 months 24 days	2 years 4 months 24 days

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Balance Sheet Components - Schedule of Amortization Expense For Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2021	Oct. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Total amortization of acquired intangible assets	$ 3,926	$ 3,542	$ 7,367	$ 7,092
Cost of revenue | License - self-managed
Finite-Lived Intangible Assets [Line Items]
Total amortization of acquired intangible assets	395	347	741	693
Cost of revenue | Subscription - self-managed and SaaS
Finite-Lived Intangible Assets [Line Items]
Total amortization of acquired intangible assets	2,103	1,762	3,769	3,525
Sales and marketing
Finite-Lived Intangible Assets [Line Items]
Total amortization of acquired intangible assets	$ 1,428	$ 1,433	$ 2,857	$ 2,874

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Balance Sheet Components - Schedule of Expected Future Amortization Expense of the Intangible Assets (Details) - USD ($) $ in Thousands	Oct. 31, 2021	Apr. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2022	$ 8,068
2023	15,830
2024	12,656
2025	6,673
Finite-Lived Intangible Asset, Expected Amortization, Year Four	3,940
Finite-Lived Intangible Asset, Expected Amortization, Year Five	1,453
Finite Lived Intangible Assets, Foreign Currency Translation Adjustment	$ 48,620	$ 36,286

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Balance Sheet Components - Schedule of Changes to Goodwill (Details) $ in Thousands	6 Months Ended
	Oct. 31, 2021 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 198,851
Foreign currency translation adjustment	(125)
Ending balance	291,790
Goodwill, Acquired During Period	$ 93,064

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Balance Sheet Components - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands	Oct. 31, 2021	Apr. 30, 2021	Oct. 31, 2020
Balance Sheet Components [Abstract]
Accrued expenses	$ 22,865		$ 12,772
Value added taxes payable	5,936		8,493
Accrued interest on Senior Notes	7,511		0
Income taxes payable	2,083		1,596
Other	4,882		6,048
Total accrued expenses and other liabilities	$ 43,277	$ 28,909	$ 28,909

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Balance Sheet Components - Schedule of Accrued Compensation and Benefits (Details) - USD ($) $ in Thousands	Oct. 31, 2021	Apr. 30, 2021
Balance Sheet Components [Abstract]
Accrued vacation	$ 25,351	$ 24,078
Accrued commissions	17,025	17,581
Accrued payroll taxes and withholding taxes	9,014	5,522
Other	4,437	5,344
Total accrued compensation and benefits	$ 55,827	$ 52,525

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Balance Sheet Components - Schedule of Information About Contracts with Customers (Details)) - USD ($) $ in Thousands	Oct. 31, 2021	Apr. 30, 2021	Oct. 31, 2020	Apr. 30, 2020
Contract Balances [Line Items]
Deferred revenue	$ 390,313	$ 397,700	$ 309,216	$ 259,702
Contracts with Customers
Contract Balances [Line Items]
Unbilled accounts receivable, included in accounts receivable, net	4,595	5,204
Deferred contract acquisition costs	96,037	86,352
Deferred revenue	$ 390,313	$ 397,700

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Balance Sheet Components - Schedule of Significant Changes in Deferred Revenue (Details) - USD ($) $ in Thousands	6 Months Ended
	Oct. 31, 2021	Oct. 31, 2020
Movement in Deferred Revenue [Roll Forward]
Contract with Customer, Liability	$ 397,700	$ 259,702
Contract With Customer Increases Due To Invoices Issued Excluding Amounts Recognized As Revenue	238,822	201,784
Contract with Customer, Liability, Increase (Decrease) for Contract Acquired in Business Combination	1,001	0
Contract with Customer, Transfer From Customer Deposits	0	5,424
Contract with Customer, Liability, Revenue Recognized	(247,210)	(157,694)
Contract with Customer, Liability	$ 390,313	$ 309,216

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Balance Sheet Components - Schedule of Activity of Deferred Contract Acquisition Costs (Details) - USD ($) $ in Thousands	6 Months Ended
	Oct. 31, 2021	Oct. 31, 2020
Contract Acquisition Cost [Roll Forward]
Beginning balance	$ 86,352	$ 43,549
Capitalization of contract acquisition costs	38,255	39,107
Amortization of deferred contract acquisition costs	(28,570)	(18,173)
Ending balance	$ 96,037	$ 64,483

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Balance Sheet Components - Schedule of Changes in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	6 Months Ended
	Oct. 31, 2021	Oct. 31, 2020
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ 2,344	$ 1,247
Provision	2,221	1,233
Write-offs	(1,669)	(608)
Accounts Receivable, Allowance for Credit Loss, Ending Balance	2,896	1,505
Cumulative Effect, Period of Adoption, Adjustment
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ 0	$ (367)

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Commitments and Contingencies - Additional Information (Details)	6 Months Ended
	Oct. 31, 2021 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Letters of credit outstanding amount	$ 2,100,000
Provision for indemnification claims	$ 0

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Leases - Additional Information (Details)	Oct. 31, 2021 USD ($)
Leases [Abstract]
Finance lease, liability	$ 0

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Leases - Components of Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2021	Oct. 31, 2020
Leases [Abstract]
Operating lease cost	$ 2,486	$ 2,172	$ 4,771	$ 4,284
Short-term lease cost	449	721	990	1,352
Variable lease cost	302	(65)	507	289
Total lease cost	$ 3,237	$ 2,828	$ 6,268	$ 5,925

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Leases - Lease Term and Discount Rate Information (Details)	Oct. 31, 2021
Leases [Abstract]
Weighted average remaining lease term (years)	3 years 4 months 6 days
Weighted average discount rate	4.77%

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Leases - Future Minimum Lease Payments under Non-cancelable Operating Leases (Details) - USD ($) $ in Thousands	Oct. 31, 2021	Apr. 30, 2021
Leases [Abstract]
2022 (remaining six months)	$ 5,038
2023	8,770
2024	6,722
2025	5,113
2026	2,803
Total minimum lease payments	28,446
Less imputed interest	(2,246)
Present value of future minimum lease payments	26,200
Less current lease liabilities	(9,454)	$ (8,528)
Operating lease liabilities, non-current	$ 16,746	$ 19,649

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Ordinary Shares - Additional Information (Details)	3 Months Ended	6 Months Ended
	Oct. 31, 2021 USD ($) vote shares	Oct. 31, 2021 USD ($) shares	Apr. 30, 2021 shares
Class of Stock [Line Items]
Common stock, voting rights, number of votes per share | vote	1
Dividends declared | $	$ 0	$ 0
Preferred Stock, share authorized, period in force		5 years
Convertible Preference Shares
Class of Stock [Line Items]
Convertible preference shares authorized (in shares)	165,000,000	165,000,000	165,000,000
Convertible preference shares issued (in shares)	0	0	0
Convertible preference shares outstanding (in shares)	0	0	0

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Ordinary Shares - Summary of Ordinary Shares Reserved for Issuance (Details) - shares	Oct. 31, 2021	Apr. 30, 2021
Class of Stock [Line Items]
Total ordinary shares reserved (in shares)	29,194,104	26,650,118
Stock options
Class of Stock [Line Items]
Total ordinary shares reserved (in shares)	5,913,745	7,611,016
RSUs
Class of Stock [Line Items]
Total ordinary shares reserved (in shares)	3,074,014	3,301,283
2012 Plan
Class of Stock [Line Items]
Total ordinary shares reserved (in shares)	20,206,345	15,737,819

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Equity Incentive Plans - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	3 Months Ended	6 Months Ended
	Sep. 30, 2018	Oct. 31, 2021	Oct. 31, 2021	Oct. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested stock options exercisable (in shares)		41,667	41,667
Unrecognized over a weighted-average period			1 year 6 months 18 days
Weighted average grant date fair value (in dollars per share)		$ 122.13	$ 122.13	$ 56.37
Stock based compensation expense related to business combinations			$ 0.5
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation expense related to unvested stock options		$ 296.3	$ 296.3
RSUs cancelled (in shares)			358,286
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized over a weighted-average period			2 years 9 months 21 days
Equity Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation expense related to unvested stock options		$ 25.3	$ 25.3
2012 Plan | Existing Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation payment vesting period	4 years
2012 Plan | Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation payment vesting period	4 years
Share-based compensation arrangement by share-based payment award expiration period	10 years
2012 Plan | RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSUs granted (in shares)			646,434
Grant date fair value (in dollars per share)			$ 144.78
RSUs cancelled (in shares)			358,286
2012 Plan | RSUs | New Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation payment vesting period	4 years
2012 Plan | RSUs | Existing Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation payment vesting period	4 years
2012 Plan | Tranche One | New Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award vesting rights percentage	25.00%
2012 Plan | Tranche One | Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation payment vesting period	1 year
Share-based compensation arrangement by share-based payment award vesting rights percentage	25.00%
2012 Plan | Tranche One | RSUs | New Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award current year vesting period	1 year
2012 Plan | Tranche Two | Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation payment vesting period	36 months
2012 Plan | Tranche Two | RSUs | New Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation payment vesting period	3 years

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Equity Incentive Plans - Summary of Equity Awards Available For Grant (Details)	6 Months Ended
	Oct. 31, 2021 shares
Equity Awards, Outstanding [Roll Forward]
Available at beginning of period (in shares)	15,737,819
Award authorized (in shares)	4,526,699
Stock options granted (in shares)	(646,434)
Stock options cancelled (in shares)	229,975
Available at end of period (in shares)	20,206,345
RSUs
Equity Awards, Outstanding [Roll Forward]
RSUs cancelled (in shares)	358,286

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Equity Incentive Plans - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands	6 Months Ended	9 Months Ended
	Oct. 31, 2021 USD ($) $ / shares shares	Jan. 31, 2021
Number of Stock Options Outstanding
Balance as of April 30, 2020 (in shares)	7,611,016
Stock options granted (in shares)	646,434
Stock options exercised (in shares)	(1,530,746)
Stock options cancelled (in shares)	(229,975)
Stock options assumed in acquisition cancelled (in shares)	(396)
Balance as of October 31, 2020 (in shares)	5,913,745
Stock options assumed in acquisition (in shares) | $ / shares	$ 10.20
Stock options assumed in acquisition (in shares)	(63,846)
Exercisable as of October 31, 2020 (in shares)	4,209,605
Weighted- Average Exercise Price
Balance as of April 30, 2021 (in dollars per share) | $ / shares	$ 20.34
Stock options exercised (in dollars per share) | $ / shares	13.55
Stock options cancelled (in dollars per share) | $ / shares	36.23
Stock options assumed in acquisition cancelled (in dollars per share) | $ / shares	76.82
Balance as of April 30, 2021 (in dollars per share) | $ / shares	21.37
Exercisable as of July 31, 2020 (in dollars per share) | $ / shares	$ 16.38
Remaining Contractual Term (in years)
Remaining contract term	6 years 3 months 21 days	6 years 7 months 28 days
Exercisable, remaining contractual term	6 years 21 days
Aggregate Intrinsic Value
Balance as of April 30, 2020 | $	$ 768,517
Balance as of October 31, 2020 | $	899,706
Exercisable as of October 31, 2020 | $	$ 661,456

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Equity Incentive Plans - Summary of RSU Activity (Details) - RSUs	6 Months Ended
	Oct. 31, 2021 $ / shares shares
Number of Awards
RSUs cancelled (in shares)	(358,286)
2012 Plan
Number of Awards
Outstanding and unvested at April 30, 2020 (in shares)	3,301,283
RSUs granted (in shares)	646,434
RSUs released (in shares)	(515,417)
RSUs cancelled (in shares)	(358,286)
Outstanding and unvested at October 31, 2020 (in shares)	3,074,014
Weighted- Average Grant Date Fair Value
Weighted-average grant date fair value, outstanding and unvested at April 30, 2020 (in dollars per share) | $ / shares	$ 98.74
Weighted-average grant date fair value, RSUs granted (in dollars per share) | $ / shares	144.78
Weighted-average grant date fair value, RSUs released (in dollars per share) | $ / shares	85.72
Weighted-average grant date fair value, RSUs cancelled (in dollars per share) | $ / shares	99.19
Weighted-average grant date fair value, outstanding and unvested at October 31, 2020 (in dollars per share) | $ / shares	$ 109.91

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Equity Incentive Plans - Summary of Stock-based Compensation Expense Recognized in Consolidated Statements of Operations (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2021	Oct. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense, net of amounts capitalized	$ 29,982	$ 21,487	$ 60,160	$ 40,078
Capitalized stock-based compensation expense	54	0	82	0
Total stock-based compensation expense	30,036	21,487	60,242	40,078
Cost of revenue—cost of subscription—self-managed and SaaS
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense, net of amounts capitalized	2,064	1,860	4,198	3,226
Cost of revenue—professional services
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense, net of amounts capitalized	1,292	976	2,867	1,928
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense, net of amounts capitalized	13,658	7,663	25,755	14,793
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense, net of amounts capitalized	8,403	7,955	18,253	14,147
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense, net of amounts capitalized	$ 4,565	$ 3,033	$ 9,087	$ 5,984

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Net Loss Per Share Attributable to Ordinary Shareholders - Schedule of Computation of Basic and Diluted Net Loss Per Share Attributable to Ordinary Shareholders (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2021	Oct. 31, 2020
Numerator:
Net loss	$ (47,023)	$ (29,158)	$ (81,512)	$ (48,159)
Denominator:
Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted (in shares)	92,206,199	86,373,166	91,703,786	85,275,474
Net loss per share attributable to ordinary shareholders, basic and diluted (in dollars per share)	$ (0.51)	$ (0.34)	$ (0.89)	$ (0.56)

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Net Loss Per Share Attributable to Ordinary Shareholders - Schedule of Outstanding Potentially Dilutive Ordinary Shares Excluded from Computation of Diluted Net Loss Per Share Attributable to Ordinary Shareholders (Details) - shares	6 Months Ended
	Oct. 31, 2021	Oct. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	8,987,759	13,610,610
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	5,913,745	10,757,903
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	3,074,014	2,617,676
Contingently issuable shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	0	235,031

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Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2021	Oct. 31, 2020
Income Tax Disclosure [Abstract]
Provision for income taxes	$ 2,850	$ 653	$ 5,503	$ 1,020

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Employee Benefit Plans - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2021	Oct. 31, 2020
United States
Defined Contribution Plan Disclosure [Line Items]
Defined contribution expense related to plan	$ 3.5	$ 2.6	$ 7.0	$ 5.4
United States | Maximum
Defined Contribution Plan Disclosure [Line Items]
Percentage of defined contribution to participating employees			6.00%
Other Countries
Defined Contribution Plan Disclosure [Line Items]
Defined contribution expense related to plan	$ 1.6	$ 1.2	$ 3.2	$ 2.3

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Segment Information - Schedule of Revenue by Geographic Area (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2021	Oct. 31, 2020
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	$ 205,980	$ 144,894	$ 399,075	$ 273,764
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	115,509	80,241	218,649	152,035
Rest of world
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	$ 90,471	$ 64,653	$ 180,426	$ 121,729

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Segment Information - Schedule of Long-Lived Assets, Including Property and Equipment, Net and Operating Lease Right-of-Use Assets (Details) - USD ($) $ in Thousands	Oct. 31, 2021	Apr. 30, 2021
Revenues from External Customers and Long-Lived Assets [Line Items]
Total long-lived assets	$ 31,177	$ 34,345
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Total long-lived assets	21,443	23,443
United Kingdom
Revenues from External Customers and Long-Lived Assets [Line Items]
Total long-lived assets	5,986	7,151
The Netherlands
Revenues from External Customers and Long-Lived Assets [Line Items]
Total long-lived assets	2,429	2,975
Rest of world
Revenues from External Customers and Long-Lived Assets [Line Items]
Total long-lived assets	$ 1,319	$ 776

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Debt (Details) - USD ($)	3 Months Ended	6 Months Ended
	Oct. 31, 2021	Dec. 31, 2021	Oct. 31, 2021	Oct. 31, 2020	Jul. 31, 2021	Apr. 30, 2021
Debt Disclosure [Abstract]
Proceeds from the issuance of debt			$ 575,000,000	$ 0
Interest rate	4.125%		4.125%		4.125%
Other issuance cost					$ 2,100,000
underwriting commissions					7,200,000
Debt Issuance Costs, Gross					9,300,000
Principal	$ 575,000,000		$ 575,000,000
Unamortized debt issuance costs	(8,955,000)		(8,955,000)
Net carrying amount	566,045,000		566,045,000		$ 565,700,000	$ 0
Contractual interest expense	7,511,000
Amortization of debt issuance costs	307,000		307,000	0
Total interest expense related to the Senior Notes	$ 7,818,000
Debt Instrument, Redemption [Line Items]
Proceeds from the issuance of debt			$ 575,000,000	$ 0
Subsequent Event | Forecast
Debt Disclosure [Abstract]
Proceeds from the issuance of debt		$ 575,000,000
Debt Instrument, Redemption [Line Items]
Proceeds from the issuance of debt		$ 575,000,000
Debt Instrument, Redemption, Period One | Subsequent Event | Forecast
Debt Instrument, Redemption [Line Items]
Redemption price percentage		100.00%
Debt Instrument, Redemption, Period Two | Subsequent Event | Forecast
Debt Instrument, Redemption [Line Items]
Redemption price percentage		104.125%
Redemption price redeemed (as a percent)		40.00%
Debt Instrument, Redemption, Period Three | Subsequent Event | Forecast
Debt Instrument, Redemption [Line Items]
Redemption price percentage		100.00%
Debt Instrument, Redemption, Period Four | Subsequent Event | Forecast
Debt Instrument, Redemption [Line Items]
Redemption price percentage		101.00%

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Subsequent Events (Details) - USD ($) $ in Millions	Nov. 01, 2021	Sep. 17, 2021	Sep. 02, 2021
Build Security Ltd.
Subsequent Event [Line Items]
Business acquisition, share capital acquired (in percentage)			100.00%
cmdWatch Security Inc.
Subsequent Event [Line Items]
Business acquisition, share capital acquired (in percentage)		100.00%
Optimyze cloud Inc. | Subsequent Event
Subsequent Event [Line Items]
Business acquisition, share capital acquired (in percentage)	100.00%
Business Combination, Price of Acquisition, Expected	$ 20.0