STOCK TITAN

CrowdStrike (CRWD) fund affiliate sells 5,429 shares, keeps large stake

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

CrowdStrike Holdings, Inc. reported an insider-related sale by an affiliated investment entity. Potomac Investments L.P. - Fund 1, an entity associated with director Sameer K. Gandhi, sold 5,429 shares of Class A common stock in multiple open-market trades. Sale prices ranged from about $625 to $634 per share, with weighted-average prices reported for each trade. Some of these sales were made under a pre-arranged Rule 10b5-1 trading plan, indicating they were scheduled in advance. After these transactions, Potomac Investments L.P. - Fund 1 still holds 734,594 shares indirectly, and the filing also lists additional direct and indirect holdings through various funds and trusts, over which Gandhi generally disclaims beneficial ownership beyond any pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider GANDHI SAMEER K
Role null
Sold 5,429 shs ($3.41M)
Type Security Shares Price Value
Sale Class A common stock 862 $625.53 $539K
Sale Class A common stock 930 $626.50 $583K
Sale Class A common stock 781 $627.48 $490K
Sale Class A common stock 537 $628.60 $338K
Sale Class A common stock 568 $629.68 $358K
Sale Class A common stock 699 $630.60 $441K
Sale Class A common stock 692 $631.66 $437K
Sale Class A common stock 223 $632.70 $141K
Sale Class A common stock 137 $633.65 $87K
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 -- -- --
Holdings After Transaction: Class A common stock — 734,594 shares (Indirect, Potomac Investments L.P. - Fund 1); Class A common stock — 7,580 shares (Direct, null)
Footnotes (1)
  1. Includes shares sold pursuant to a 10b5-1 plan adopted on June 27, 2025. This transaction was executed in multiple trades at prices ranging from $625.05 to $626.01. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. 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. This transaction was executed in multiple trades at prices ranging from $626.08 to $627.05. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $627.07 to $627.99. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $628.13 to $629.09. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $629.25 to $630.10. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $630.25 to $631.21. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $631.28 to $632.25. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $632.35 to $633.21. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction was executed in multiple trades at prices ranging from $633.58 to $633.73. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. 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 five Managing Members of Accel Leaders Fund 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 Leaders Fund 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 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 five 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 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 five 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 on Footnote 18). (continued from Footnote 17) 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. The Reporting Person is one of five 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. Includes shares to be issued in connection with the vesting of one or more RSUs.
Shares sold 5,429 shares Net open-market sales on Class A common stock
Price range of sales $625.05–$633.73/share Execution ranges from multiple trades on the sale date
Shares held by Potomac Investments L.P. - Fund 1 734,594 shares Indirect holdings after reported sales
Direct holdings 7,580 shares Direct Class A common stock reported for Sameer K. Gandhi
Accel Leaders Fund L.P. holdings 3,483,559 shares Indirect Class A common stock in Accel Leaders Fund L.P.
Accel Growth Fund II L.P. holdings 169,519 shares Indirect Class A common stock in Accel Growth Fund II L.P.
Accel Growth Fund II Strategic Partners L.P. holdings 12,281 shares Indirect Class A common stock position
Accel Growth Fund Investors 2013 L.L.C. holdings 18,200 shares Indirect Class A common stock position
10b5-1 plan financial
"Includes shares sold pursuant to a 10b5-1 plan adopted on June 27, 2025."
A 10b5-1 plan is a pre-arranged strategy that allows company insiders to buy or sell their shares at predetermined times and prices, even while they are aware of confidential information. It acts like a scheduled appointment for trading, helping ensure transactions happen transparently and legally, which can reassure investors that trades are not based on insider knowledge.
Section 16 beneficial ownership regulatory
"The Reporting Person disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of his pecuniary interest."
weighted average sale price financial
"The price reported above reflects the weighted average sale price."
pecuniary interest financial
"except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission."
co-trustee other
"The Potomac Trust, dated 9/21/2001, of which the Reporting Person is a co-trustee."
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
GANDHI SAMEER K

(Last)(First)(Middle)
C/O CROWDSTRIKE HOLDINGS, INC.
206 E. 9TH ST., STE. 1400

(Street)
AUSTIN TEXAS 78701

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
CrowdStrike Holdings, Inc. [ CRWD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A common stock05/19/2026S862(1)D$625.53(2)734,594(3)IPotomac Investments L.P. - Fund 1
Class A common stock05/19/2026S930(1)D$626.5(4)733,664(3)IPotomac Investments L.P. - Fund 1(3)
Class A common stock05/19/2026S781(1)D$627.48(5)732,883(3)IPotomac Investments L.P. - Fund 1
Class A common stock05/19/2026S537(1)D$628.6(6)732,346(3)IPotomac Investments L.P. - Fund 1
Class A common stock05/19/2026S568(1)D$629.68(7)731,778(3)IPotomac Investments L.P. - Fund 1
Class A common stock05/19/2026S699(1)D$630.6(8)731,079(3)IPotomac Investments L.P. - Fund 1
Class A common stock05/19/2026S692(1)D$631.66(9)730,387(3)IPotomac Investments L.P. - Fund 1
Class A common stock05/19/2026S223(1)D$632.7(10)730,164(3)IPotomac Investments L.P. - Fund 1
Class A common stock05/19/2026S137(1)D$633.65(11)730,027(3)IPotomac Investments L.P. - Fund 1
Class A common stock29,189(12)IThe Potomac Trust, dated 9/21/2001
Class A common stock29,868(13)IThe Potomac 2011 Irrevocable Trust
Class A common stock3,483,559(14)IAccel Leaders Fund L.P.
Class A common stock166,441(15)IAccel Leaders Fund Investors 2016 L.L.C.
Class A common stock8,132(16)IThe Potomac 2011 Nonexempt Trust dated 10/31/2011
Class A common stock169,519(17)(18)IAccel Growth Fund II L.P.
Class A common stock12,281(19)IAccel Growth Fund II Strategic Partners L.P.
Class A common stock18,200(20)IAccel Growth Fund Investors 2013 L.L.C.
Class A common stock7,580(21)D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Includes shares sold pursuant to a 10b5-1 plan adopted on June 27, 2025.
2. This transaction was executed in multiple trades at prices ranging from $625.05 to $626.01. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
3. 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.
4. This transaction was executed in multiple trades at prices ranging from $626.08 to $627.05. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
5. This transaction was executed in multiple trades at prices ranging from $627.07 to $627.99. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
6. This transaction was executed in multiple trades at prices ranging from $628.13 to $629.09. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
7. This transaction was executed in multiple trades at prices ranging from $629.25 to $630.10. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
8. This transaction was executed in multiple trades at prices ranging from $630.25 to $631.21. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
9. This transaction was executed in multiple trades at prices ranging from $631.28 to $632.25. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
10. This transaction was executed in multiple trades at prices ranging from $632.35 to $633.21. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
11. This transaction was executed in multiple trades at prices ranging from $633.58 to $633.73. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
12. 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.
13. 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.
14. 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 five Managing Members of Accel Leaders Fund 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 Leaders Fund 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 Leaders Fund GP is the beneficial owner of such securities for Section 16 or any other purpose.
15. These shares are held by Accel Leaders Fund Investors 2016 L.L.C. The Reporting Person is one of five 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.
16. 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.
17. 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 five 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 on Footnote 18).
18. (continued from Footnote 17) 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.
19. These shares are held by Accel Growth Fund II Strategic Partners L.P.
20. The Reporting Person is one of five 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.
21. Includes shares to be issued in connection with the vesting of one or more RSUs.
/s/ Remie Solano, Attorney-in-Fact05/20/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider activity did CrowdStrike (CRWD) disclose in this Form 4?

CrowdStrike disclosed that Potomac Investments L.P. - Fund 1, an entity associated with director Sameer K. Gandhi, sold 5,429 shares of Class A common stock in open-market trades, while retaining a sizable remaining position and other indirect holdings through funds and trusts.

How many CrowdStrike (CRWD) shares were sold and at what prices?

Potomac Investments L.P. - Fund 1 sold 5,429 CrowdStrike Class A shares. Individual trades used weighted-average prices, with execution ranges generally between about $625.05 and $633.73 per share, reflecting multiple transactions across that price band on the same trading date.

Did the CrowdStrike (CRWD) insider sales involve a Rule 10b5-1 plan?

Yes. The filing states that the transactions include shares sold under a Rule 10b5-1 trading plan adopted on June 27, 2025. Such plans pre-schedule trades, suggesting these sales were part of a predetermined program rather than discretionary timing decisions.

How many CrowdStrike (CRWD) shares does Potomac Investments L.P. - Fund 1 hold after the sales?

After selling 5,429 shares, Potomac Investments L.P. - Fund 1 holds 734,594 CrowdStrike Class A shares indirectly. This remaining position indicates that, despite the open-market sales, the affiliated entity continues to maintain a substantial stake in the company’s equity.

What other CrowdStrike (CRWD) holdings are reported for Sameer K. Gandhi?

The filing lists 7,580 shares held directly and additional indirect holdings through several Accel-branded funds and Potomac trusts, including positions like 3,483,559 shares in Accel Leaders Fund L.P., with Gandhi generally disclaiming beneficial ownership except for any pecuniary interest.

Does Sameer K. Gandhi claim full beneficial ownership of these CrowdStrike (CRWD) shares?

No. The footnotes repeatedly state that Gandhi disclaims Section 16 beneficial ownership of many indirect holdings, including shares in Potomac entities, Accel funds, and trusts, except to the extent of his pecuniary interest, if any, in those investment vehicles.