10-K: Elastic N.V. Reports Fiscal 2025 Financials: Revenue Growth Continues Amidst Return to Net Loss and Strategic AI Investments
Annual Report
Elastic N.V. reported total revenue of $1.483 billion for fiscal year 2025, a 17% increase year-over-year, despite returning to a net loss of $108.1 million, as the company continues to invest heavily in its Search AI Platform and expand its global customer base.
Summary
- Elastic N.V. reported total revenue of $1.483 billion for the fiscal year ended April 30, 2025, representing a 17% year-over-year growth from $1.267 billion in fiscal 2024.
- Subscription revenue constituted 93% of total revenue for fiscal 2025, amounting to $1.384 billion.
- Elastic Cloud, the company's cloud-based offering, contributed 46% of total revenue in fiscal 2025, growing 26% over the prior year.
- The company reported a net loss of $108.1 million for fiscal 2025, compared to a net income of $61.7 million in fiscal 2024 and a net loss of $236.2 million in fiscal 2023.
- Net cash provided by operating activities significantly increased to $266.2 million in fiscal 2025, up from $148.8 million in fiscal 2024.
- As of April 30, 2025, Elastic had approximately 21,500 customers, an increase from 21,000 in fiscal 2024.
- The number of customers with greater than $100,000 in annual contract value (ACV) grew to over 1,510 in fiscal 2025 from over 1,330 in fiscal 2024.
- The Net Expansion Rate was approximately 112% as of April 30, 2025, indicating existing customers are increasing their spending.
- Revenue from customers outside the United States accounted for 44% of total revenue in fiscal 2025.
- The company had an accumulated deficit of $1.100 billion as of April 30, 2025.
- Research and development expenses increased by 7% to $365.8 million, and sales and marketing expenses increased by 10% to $617.2 million in fiscal 2025.
- On May 21, 2025, Elastic acquired Keep Alerting Ltd., an open source AIOps company, for approximately $10.0 million in cash.
Sentiment
Score: 5
Explanation: The company demonstrates strong revenue growth and operational cash flow, driven by increasing customer adoption and strategic investments in AI and cloud offerings. However, the return to a net loss for the fiscal year and the expectation of continued losses in the foreseeable future, coupled with significant competitive pressures and macroeconomic uncertainties, temper the overall positive outlook. The financial performance is mixed, indicating a company in a high-growth, high-investment phase with inherent risks.
Positives
- Total revenue grew by 17% year-over-year to $1.483 billion in fiscal 2025, demonstrating continued business expansion.
- Subscription revenue remains strong, accounting for 93% of total revenue, indicating a stable and recurring revenue base.
- Elastic Cloud's contribution to total revenue increased to 46% in fiscal 2025, with a 26% growth rate, highlighting successful cloud adoption.
- The number of customers with over $100,000 in annual contract value (ACV) increased to over 1,510, showing growth in high-value enterprise relationships.
- A Net Expansion Rate of approximately 112% indicates that existing customers are expanding their usage and spending with Elastic.
- Net cash provided by operating activities significantly improved to $266.2 million in fiscal 2025, up from $148.8 million in fiscal 2024, reflecting stronger operational cash generation.
- Strategic investments in Artificial Intelligence (AI) and machine learning capabilities, including vector search and Large Language Model (LLM) integration, position the company for future innovation.
- The acquisition of Opster Ltd. and Keep Alerting Ltd. enhances the company's Security and Observability offerings.
- The company maintains a commitment to an open software development model and community engagement, which drives product adoption and innovation.
- Management concluded that internal control over financial reporting was effective as of April 30, 2025, indicating sound financial governance.
Negatives
- The company returned to a net loss of $108.1 million in fiscal 2025, after achieving a net income of $61.7 million in fiscal 2024, indicating a decline in profitability.
- An accumulated deficit of $1.100 billion as of April 30, 2025, reflects a history of operating losses.
- The company expects to incur net losses in the foreseeable future due to substantial ongoing investments in product development and sales/marketing.
- Services gross margin decreased significantly to 2% in fiscal 2025 from 8% in fiscal 2024, primarily due to personnel and subcontractor costs growing at a higher rate than services revenue.
- Operating expenses, including research and development, sales and marketing, and general and administrative, continued to increase in absolute dollars.
- The company has a substantial amount of indebtedness, with $575.0 million aggregate principal amount of Senior Notes outstanding.
- A shareholder class action lawsuit was filed in February 2025 alleging materially false and misleading statements, which could result in significant costs and reputational harm.
Risks
- Failure to appropriately manage future growth or improve systems and processes could adversely affect business and results of operations.
- The company has a history of losses and may not achieve consistent profitability in the future.
- Unfavorable macroeconomic conditions, including declining economic growth, inflationary pressures, and increased interest rates, could negatively impact IT spending and demand for offerings.
- Geopolitical conflicts, such as those in the Middle East and Russia's war with Ukraine, could negatively impact customer spending.
- Uncertainty and potential failure in artificial intelligence initiatives could adversely affect business, reputation, or financial results.
- Ethical and regulatory issues related to AI use may result in new governmental scrutiny, reputational harm, or liability.
- Vulnerability to cybersecurity risks and incidents could lead to loss of confidential information, operational disruption, significant remediation costs, and reputational damage.
- Existing customers may not renew subscriptions or may renew on less favorable terms, adversely affecting revenue.
- Inability to increase sales to new customers or expand within the existing customer base could slow revenue growth.
- Failure to expand adoption of Elastic Cloud offerings or realize expected returns on investments could harm the business.
- Operating results are likely to fluctuate quarter to quarter, making future performance unpredictable.
- Limited history with consumption-based arrangements for Elastic Cloud makes long-term adoption, renewal rates, and revenue impact difficult to predict.
- Sales prices of offerings may decrease due to competitive pressures, reducing revenue and gross profits.
- Changes in revenue mix, particularly increased Elastic Cloud contribution, could unfavorably impact gross margins due to associated third-party hosting costs.
- Inability to attract and retain key employees or effectively develop and expand sales, marketing, and customer support capabilities could harm the business.
- Failure to realize benefits from marketing strategies, such as offering free product features and trials, could adversely affect revenue growth.
- International operations expose the company to various risks, including political/economic instability, regulatory changes, currency fluctuations, and compliance with trade laws.
- Sales to government entities are subject to specific risks, including competitive bidding, changing requirements, and budgetary cycles.
- Inability to maintain successful relationships with partners (cloud providers, systems integrators, channel partners, OEM/MSP, technology partners) could limit market reach.
- The decision to no longer offer Elasticsearch and Kibana under an open source license (Apache 2.0) may harm adoption and increase competition from forked versions (e.g., Amazon's OpenSearch).
- Uncertainty regarding the enforceability of source code licenses (Elastic License 2.0 and SSPL) could negatively impact proprietary interests.
- Reputational harm and lost sales could result if third parties offer inadequate or defective implementations of previously open-source software.
- Limited technological barriers to entry may facilitate competition from other enterprises.
- Real or perceived defects, security vulnerabilities, errors, or performance failures in software could lead to revenue loss, reputational damage, and financial liability.
- Interruptions or performance problems with technology and infrastructure, or reliance on third-party technologies, may adversely affect business operations.
- Incorrect implementation or use of software by customers, or failure to update, could result in dissatisfaction and reputational harm.
- Failure to establish, maintain, and protect proprietary technology and intellectual property rights could substantially harm the business.
- Substantial costs could be incurred from claims of infringement, misappropriation, or violation of another party's intellectual property rights.
- Use of third-party open source software within products could negatively affect the ability to sell products and subject the company to litigation.
- Unanticipated changes in effective tax rates or adverse outcomes from tax examinations could expose the company to greater than anticipated tax liabilities.
- Potential for Dutch withholding tax on distributions or share repurchases, and a proposed Dutch dividend withholding tax on a deemed distribution if the company ceases to be a Dutch tax resident.
- The market price for ordinary shares has been and is likely to continue to be volatile.
- Failure to meet publicly announced guidance or other expectations about business and future operating results could cause stock price to decline.
- Concentration of share ownership with insiders may limit the ability of other shareholders to influence corporate matters.
- Issuance of additional ordinary shares in connection with financings, acquisitions, or equity incentive plans will dilute all other shareholders.
- Certain anti-takeover provisions in articles of association and Dutch law may prevent or make an acquisition more difficult.
- The company does not intend to pay cash dividends in the foreseeable future.
- Claims of U.S. civil liabilities may not be enforceable against the company due to its Dutch incorporation and international operations.
- If industry or financial analysts do not publish research or issue unfavorable research, share price and trading volume could decline.
- The substantial amount of indebtedness could adversely affect financial condition and ability to generate sufficient cash to service obligations.
- The company may not benefit from its acquisition strategy due to integration challenges or failure to realize anticipated synergies.
- Reputation or business could be negatively impacted by Environmental, Social, and Governance (ESG) matters and reporting.
- Failure to maintain an effective system of disclosure controls and internal control over financial reporting could adversely affect the business.
Future Outlook
Elastic N.V. anticipates incurring net losses in the foreseeable future due to substantial ongoing investments in developing its Search AI Platform and expanding its global sales and marketing footprint. The company expects Elastic Cloud's contribution to total revenue to continue increasing, which may lead to a modest unfavorable impact on gross margins due to associated third-party hosting costs. Elastic plans to continue investing in new features and solutions, particularly in AI, and to grow its user community and customer base, including converting free users to paid subscribers. The company also expects seasonality in sales, with the fourth fiscal quarter typically being the strongest, to continue and potentially become more pronounced as it targets larger enterprise customers. Management will continue to closely monitor the macroeconomic environment and its effects on business and customer spending behavior.
Management Comments
- "Elastic, the Search AI Company, enables its customers to transform data into answers, actions, and outcomes with Search AI."
- "We believe that every company must incorporate search AI capabilities across IT and line-of-business organizations to find the answers that matter from all of its data in real time and at scale."
- "We believe in the importance of an open software development model, and we develop the majority of our software in public repositories under an open source GNU Affero General Public License v3 (AGPL) license, as well as under a proprietary license."
- "Unlike some companies, we do not build an enterprise version that is separate from our free distribution. We maintain a single code base across both our self-managed software and Elastic-hosted services. All of these actions help us build a powerful commercial business model that we believe is optimized for product-driven growth."
- "Elastic has always been committed to open source and an open development process with transparent and direct engagement with our community."
- "We view our Search AI capabilities as a major competitive differentiator for our products and intend to continue to invest in additional features and functionality related to AI."
- "We believe that our existing cash, cash equivalents, and marketable securities and cash from our future operations 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 macroeconomic conditions."
- "Our management, including our Chief Executive Officer and our 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."
Industry Context
Elastic N.V. operates in a highly competitive, rapidly evolving, and fragmented market for search technologies, encompassing search, observability, and security solutions. The industry is characterized by continuous technological change, innovation (especially in AI), and shifting customer needs. Key trends include the ongoing digital transformation driving business functions to the cloud and the increasing demand for integrated AI capabilities. Elastic faces competition from a diverse set of vendors, including open-source offerings (e.g., Apache Solr), specialized software vendors (e.g., Datadog, Splunk for observability; CrowdStrike, Palo Alto Networks for security), and major cloud providers (e.g., AWS, Google, Microsoft) that offer their own solutions, some of which are based on forked versions of Elastic's previously open-source platform. While Elastic believes its products compare favorably on factors like speed, scale, relevance, and ease of use, many competitors possess greater financial, technical, and marketing resources, broader distribution, and more established customer relationships. The company emphasizes its unique position in combining search with AI to address real-time business problems at scale.
Comparison to Industry Standards
- Elastic believes its products compare favorably to competitors based on product capabilities, including speed, scale, and relevance, which are critical for Search AI experiences.
- The company highlights its extensible product stack that enables developers to build a wide variety of solutions, a key competitive factor in the software industry.
- Elastic emphasizes its powerful and flexible technology capable of managing a broad variety and large volume of data, which is essential for modern data platforms.
- The company's focus on ease of deployment and ease of use is presented as a competitive advantage, facilitating rapid adoption by developers.
- Elastic's ability to address a variety of evolving customer needs and use cases, along with its flexible deployment model across public, private, and hybrid clouds, is noted as a strength.
- The company acknowledges that many competitors, such as Cisco Systems (AppDynamics, Splunk), Datadog, Dynatrace, New Relic, Google, Microsoft, and Palo Alto Networks, have substantially greater financial, technical, and other resources, stronger brand recognition, and larger sales forces.
- Elastic's shift in licensing for Elasticsearch and Kibana to Elastic License 2.0 and SSPL, while aiming to protect proprietary features, has led to competitors like Amazon launching forked versions (e.g., OpenSearch), which could impact adoption and market share.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| interim Chief Financial Officer | NA | Eric Prengel | December 14, 2024 | Job change within the company to an interim role. |
| Chief Financial Officer | Eric Prengel (interim) | Navam Welihinda | February 28, 2025 | New hire for the permanent CFO role. |
| Principal Accounting Officer | Navam Welihinda | Jane Bone | June 9, 2025 | Appointment to succeed the previous officer in this specific role. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Policy Amendment | The Non-Executive Director Compensation Policy was amended to formalize cash and equity compensation, including annual cash retainers and committee fees, and to establish automatic, non-discretionary restricted stock unit awards (Initial and Annual Awards) with specific vesting terms. Eligibility criteria for equity awards were also defined. | June 5, 2025 | Aims to attract, retain, and reward Non-Executive Directors by providing a structured compensation framework, ensuring automatic, non-discretionary equity grants, and defining vesting and change of control provisions for equity. It also specifies eligibility based on share ownership thresholds. |
| Policy Amendment | The Elastic N.V. Insider Trading Policy and Guidelines with Respect to Certain Transactions in Securities were amended and restated. | April 2, 2025 | Reinforces prohibitions on insider trading, establishes quarterly and special blackout periods, mandates pre-clearance for directors, executive officers, and certain employees, and imposes additional restrictions on short sales, derivative securities, pledging, margin accounts, and open orders. This aims to enhance compliance with securities laws and prevent misuse of material nonpublic information. |
| Authorization Renewal | The general meeting of shareholders empowered the board of directors to issue ordinary shares up to 20% of the issued share capital as of August 21, 2024, for a period of 18 months until April 1, 2026. This authorization includes the ability to restrict or exclude pre-emptive rights for up to 10% of the issued share capital. | October 1, 2024 | Provides the company with flexibility for future capital raises or acquisitions, but also carries the risk of substantial dilution for existing shareholders if pre-emptive rights are excluded. |
| Compliance Statement | The company states it aims to comply with all applicable provisions of the Dutch Corporate Governance Code (DCGC) except where such provisions conflict with U.S. exchange listing requirements or with market practices in the United States or the Netherlands. | NA | Shareholders may not have the same level of protection as a shareholder in a Dutch company that fully complies with all suggested DCGC provisions, as the company prioritizes alignment with U.S. market practices where conflicts arise. |
Legal Proceedings
- On February 11, 2025, a purported class action lawsuit, captioned 'In re Elastic N.V. Securities Litigation,' was filed in the United States District Court for the Eastern District of New York against the company and two executive officers (Ashutosh Kulkarni and former officer Janesh Moorjani).
- The complaint alleges that the defendants made materially false and misleading statements and omitted material information about the company's business and financial results during the period from May 31, 2024, to August 29, 2024, which allegedly resulted in artificially inflated share prices.
- The plaintiffs are seeking damages and attorneys' fees and costs.
- The company intends to vigorously defend the case but cannot predict the ultimate outcome or estimate any range of possible losses at this early stage of the proceedings.
- The company is also subject to other claims and legal matters arising in the ordinary course of business, but none are currently deemed to have a material adverse effect.
Stakeholder Impact
- Shareholders face potential dilution from future equity issuances, volatility in share price, and the impact of ongoing legal proceedings. The concentration of share ownership with insiders may limit the influence of other shareholders, and there is no intention to pay cash dividends in the foreseeable future.
- Employees are impacted by the company's human capital management efforts focused on attracting, engaging, and retaining talent, as well as continuous learning and development. The distributed workforce model offers flexibility, but employee attrition is a risk, particularly given the potential for significant proceeds from public market share sales.
- Customers benefit from continued investment in the Search AI Platform, new features, and solutions, including AI capabilities, and the expansion of Elastic Cloud offerings. However, they may be impacted by potential product defects, security vulnerabilities, or issues with customer support.
- Partners (cloud providers, systems integrators, channel partners, OEM/MSP, technology partners) are crucial for market reach and product delivery, but their failure to perform or promotion of competitive offerings could negatively impact Elastic's business.
- Creditors, particularly holders of the Senior Notes, are exposed to the company's ability to generate sufficient cash flow to service its substantial indebtedness, which is subject to economic and competitive conditions.
Next Steps
- Continue to invest in the Search AI Platform, solutions, and services to extend into new use cases, industries, geographies, and customers, with a focus on enhanced AI technology.
- Increase product adoption by improving ease of use and growing the user community through various engagement touch points like meetups, conferences (ElasticON), and online forums.
- Expand the customer base by acquiring new customers, leveraging free trials on Elastic Cloud and direct software downloads, and through sales and marketing campaigns.
- Drive expansion within the existing customer base by encouraging new use cases, larger deployments, and adoption of higher subscription tiers, including the Enterprise tier.
- Increase usage of Elastic Cloud, including the recently launched Elastic Cloud Serverless offering, by investing resources in innovation and adoption.
- Expand strategic and regional partnerships with major cloud providers (AWS, Google Cloud, Microsoft Azure), systems integrators, channel partners, OEM/MSP partners, and technology partners.
- Selectively pursue strategic acquisitions to enhance technology, particularly for Security and Observability offerings, as demonstrated by the recent acquisition of Keep Alerting Ltd.
- Continue to devote significant resources to research and development to enhance existing products and develop new features.
- Monitor the macroeconomic environment and its effects on business, including customer spending behavior.
- File the definitive proxy statement for the 2025 annual general meeting of shareholders within 120 days after April 30, 2025.
- Renew the board's authorization for share issuance annually at the general meeting.
- Continue to refine and update data transfer risk assessments and comply with evolving privacy regulations, including the EU-U.S. Data Privacy Framework.
Key Dates
| Date | Description |
|---|---|
| 2021-07-01 | Issuance of $575.0 million aggregate principal amount of Senior Notes in a private placement. |
| 2022-08-01 | Adoption of the 2022 Employee Stock Purchase Plan (ESPP) by the board of directors. |
| 2022-10-01 | Approval of the 2022 Employee Stock Purchase Plan (ESPP) by shareholders. |
| 2023-11-30 | Acquisition of 100% of the share capital of Opster Ltd. for $23.0 million. |
| 2024-10-01 | General meeting of shareholders empowered the board of directors to issue ordinary shares up to 20% of issued share capital. |
| 2024-12-11 | Eric Prengel appointed interim Chief Financial Officer. |
| 2025-02-11 | Purported class action lawsuit 'In re Elastic N.V. Securities Litigation' filed against the company and executive officers. |
| 2025-02-14 | Navam Welihinda offered the position of Chief Financial Officer. |
| 2025-04-02 | Amendment and restatement of the Elastic N.V. Insider Trading Policy and Guidelines. |
| 2025-04-30 | End of fiscal year 2025. |
| 2025-05-21 | Acquisition of 100% of the share capital of Keep Alerting Ltd. for approximately $10.0 million. |
| 2025-05-31 | Number of ordinary shares outstanding was 105,534,887. |
| 2025-06-05 | Jane Bone appointed Principal Accounting Officer; Non-Executive Director Compensation Policy amended. |
| 2025-06-09 | Navam Welihinda ceased to act as Principal Accounting Officer. |
| 2026-04-01 | Expiration of the 2024 share issuance authorization. |
| 2026-04-30 | Earliest expiration of U.S. federal and state net operating loss carryforwards. |
| 2029-07-15 | Maturity date of the 4.125% Senior Notes. |
| 2039-04-30 | Earliest expiration of U.S. federal research and development tax credit carryforwards. |
| 2041-04-30 | Earliest expiration of Spain research and development tax credit carryforwards. |
| 2042-04-30 | Earliest expiration of Canada research and development tax credit carryforwards. |
Recommendation
holdKeywords
Search AI, Elasticsearch, Elastic Observability, Elastic Security, Cloud Computing, SaaS, Software, Data Analytics, Machine Learning, Artificial Intelligence, Enterprise Software, Cybersecurity, Open Source, SEC Filing, 10-K, Financial Results, Vector Database, RAG, SIEM, XDR, APM
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