CrowdStrike insider filing: 26 RSUs converted to Class A shares for director
Rhea-AI Filing Summary
Insider transaction disclosure: This Form 4 reports that Sameer K. Gandhi, a director of CrowdStrike Holdings, Inc. (CRWD), was granted 26 fully vested restricted stock units (RSUs) on 09/19/2025 that immediately converted into 26 shares of Class A common stock at no cash price. Following the reported acquisition, Mr. Gandhi directly beneficially owns 7,513 shares. The filing also details numerous indirect holdings across Accel-affiliated funds, trusts, and investment vehicles for which Mr. Gandhi is a co-trustee or managing member, with indirect stakes ranging from small distributions (hundreds of shares) to material positions held by Accel-managed funds. The report disclaims Section 16 beneficial ownership for many indirect holdings except for any pecuniary interest.
Positive
- Director alignment: Receipt of RSUs aligns a board member's compensation with shareholder interests by converting retainer into equity.
- Comprehensive disclosure: The filing provides detailed footnotes explaining indirect ownership, voting/dispositive powers, and distributions under Rule 16a-13.
Negative
- None.
Insights
TL;DR: Routine director compensation reported as RSUs converting to shares; disclosures clarify complex indirect holdings and disclaimers.
The filing documents a standard director compensation event: 26 RSUs issued in lieu of cash retainer and immediately converted to Class A shares. The director-level acquisition is small in absolute size but is properly reported and dated 09/19/2025. The detailed footnotes provide transparency about ownership structures — multiple Accel-related entities, trusts, and funds hold additional Class A shares with customary disclaimers of Section 16 beneficial ownership except for pecuniary interest. From a governance perspective, the disclosure meets Section 16 requirements and clarifies voting/dispositive arrangements among managing members and trustees.
TL;DR: Small non-derivative acquisition by a director; complex indirect positions disclosed but no material change to company ownership.
The transaction code indicates acquisition (A) of 26 shares via vested RSUs at $0 price, reflecting compensation mechanics rather than market trading. Direct beneficial ownership post-transaction is 7,513 shares. The filing enumerates numerous indirect holdings held by Accel funds and various trusts, and documents distributions to limited partners under Rule 16a-13. There is no derivative activity reported. Overall, the filing describes administrative ownership updates and trustee/manager disclaimers rather than a market-moving insider buy or sale.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Class A common stock | 26 | $0.00 | -- |
| holding | Class A common stock | -- | -- | -- |
| holding | Class A common stock | -- | -- | -- |
| holding | Class A common stock | -- | -- | -- |
| holding | Class A common stock | -- | -- | -- |
| holding | Class A common stock | -- | -- | -- |
| holding | Class A common stock | -- | -- | -- |
| holding | Class A common stock | -- | -- | -- |
| holding | Class A common stock | -- | -- | -- |
| holding | Class A common stock | -- | -- | -- |
Footnotes (1)
- The shares represent fully vested restricted stock units (RSUs) issued in lieu of quarterly cash retainer(s) payable under the issuer's Outsider Director Compensation Policy. The RSUs immediately converted into shares of the issuer's Class A Common Stock. Includes shares to be issued in connection with the vesting of one or more RSUs. These holdings have been updated to reflect 6,945 shares that have been distributed by various Accel-affiliated funds, in each case to the limited partners or members of the distributing entity for no consideration, representing each limited partner's or member's pro-rata interest in such shares in accordance with the exemptions afforded by Rule 16a-13 of the Securities Exchange Act of 1934, as amended. These shares are held by Potomac Investments L.P. - Fund 1. The Reporting Person disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose. These holdings have been updated to reflect 151 shares that have been distributed by various Accel-affiliated funds, in each case to the limited partners or members of the distributing entity for no consideration, representing each limited partner's or member's pro-rata interest in such shares in accordance with the exemptions afforded by Rule 16a-13 of the Securities Exchange Act of 1934, as amended. These shares are held by The Potomac Trust, dated 9/21/2001, of which the Reporting Person is a co-trustee. The Reporting Person disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section16 or any other purpose. These shares are held by The Potomac 2011 Irrevocable Trust, of which the Reporting Person is a co-trustee. The Reporting Person disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section16 or any other purpose. These shares are held by Accel Leaders Fund L.P. Accel Leaders Fund Associates L.L.C. ("Accel Leaders Fund GP") is the general partner of Accel Leaders Fund L.P. (the "Accel Leader Fund Entity").Accel Leaders Fund GP has sole voting and dispositive power with regard to the shares held by the Accel Leaders Fund Entity. The Reporting Person is one of six Managing Members of Accel LeadersFund GP, who share voting and dispositive powers over the shares held by the Accel Leaders Fund Entity. Each of such Managing Members, the Reporting Person and Accel Growth Fund II GP disclaimsSection 16 beneficial ownership over the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such ManagingMember, the Reporting Person or Accel Leaders Fund GP is the beneficial owner of such securities for Section 16 or any other purpose. These shares are held by Accel Leaders Fund Investors 2016 L.L.C. The Reporting Person is one of six Managing Members of Accel Leaders Fund Investors 2016 L.L.C. who share voting and dispositive powers over such shares. Each of such Managing Members and the Reporting Person disclaims beneficial ownership over the securities herein except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Managing Member or the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose. These shares are held by The Potomac 2011 Nonexempt Trust dated 10/31/2011, of which the Reporting Person is a co-trustee. The Reporting Person disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose. These holdings have been updated to reflect 169,520 shares that have been distributed by the Accel Growth Fund II L.P. to the limited partners or members of the distributing entity for no consideration. These shares are held by Accel Growth Fund II L.P. Accel Growth Fund II Associates L.L.C. ("Accel Growth Fund II GP") is the general partner of each of Accel Growth Fund II L.P. and Accel Growth Fund II Strategic Partners L.P. (together, the "Accel Growth Fund II Entities"). Accel Growth Fund II GP has sole voting and dispositive power with regard to the shares held by the Accel Growth Fund II Entities. The Reporting Person is one of six Managing Members of Accel Growth Fund II GP, who share voting and dispositive powers over the shares held by the Accel Growth Fund II Entities (continued in Footnote 13). (continued from Footnote 12) Each of such Managing Members, the Reporting Person and Accel Growth Fund II GP disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Managing Member, the Reporting Person or Accel Growth Fund II GP is the beneficial owner of such securities for Section 16 or any other purpose. These shares are held by Accel Growth Fund II Strategic Partners L.P. and have been updated to reflect 12,280 shares that have been distributed by the Accel Growth Fund II Strategic Partners L.P. to the limited partners or members of the distributing entity for no consideration. These shares are held by Accel Growth Fund Investors 2013 L.L.C and have been updated to reflect 18,200 shares that have been distributed by the Accel Growth Fund Investors 2013 L.L.C. to the limited partners or members of the distributing entity for no consideration. The Reporting Person is one of six Managing Members of Accel Growth Fund Investors 2013 L.L.C. who share voting and dispositive powers over such shares. Each of such Managing Members and the Reporting Person disclaims beneficial ownership over the securities herein except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Managing Member or the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
