OKTA insider Kerrest gifts 73,000 shares; maintains large indirect stake
Rhea-AI Filing Summary
Okta director Jacques Frederic Kerrest reported transactions on Form 4 showing a gift and related holdings. On 09/23/2025 the Reporting Person acquired 73,000 shares of Class B common stock (convertible 1-for-1 into Class A) into a trust, and on 09/25/2025 the trust gifted 73,000 Class A shares to the American Endowment Foundation FBO Kerrest Johnson Family Charitable Fund for $0. After these transactions, the filings show the Reporting Person (indirectly, by trust) beneficially owns 926,987 shares of Class A common stock. The filing also reports vested employee stock options totaling 270, (sum of option share counts) 266,? (see detailed table) and multiple outstanding RSUs and options with specified exercise prices and vesting conditions.
Positive
- Transparent disclosure of acquisition and gift transactions consistent with Section 16 reporting
- Substantial retained indirect ownership of 926,987 Class A shares, indicating continued ownership stake
- Fully vested options (per filing) provide flexibility to the Reporting Person
Negative
- Gift of 73,000 Class A shares to a donor-advised fund reduced direct beneficial ownership for that tranche to 0
- Potential dilution from multiple outstanding employee stock options totaling significant share counts with exercise prices up to $274.96
Insights
TL;DR: Director made a charitable gift of 73,000 Class A shares; retains substantial indirect ownership and multiple vested options.
The Form 4 discloses a non-cash transfer: 73,000 Class A shares were moved by trust to a donor-advised fund, reducing that tranche to zero while overall indirect holdings remain material at 926,987 Class A shares. The filing lists several outstanding employee stock options with exercise prices from $39.21 to $274.96 and option share counts totaling 269,010 (114,000+71,547+41,673+13,263+26,527) which represent potential future dilution if exercised. All statements are direct disclosures from the filing.
TL;DR: Transaction is a voluntary charitable gift from a trust; reporting is routine and complies with Section 16 disclosure.
The Form 4 shows proper Section 16 reporting for acquisitions, a subsequent gift, and the nature of indirect ownership via a trust. Vesting schedules for RSUs and the statement that certain options are fully vested are disclosed, along with vesting t0ling tied to a sabbatical agreement. There are no indications in the filing of forced disposals, legal encumbrances, or insider trading anomalies based on the disclosed items alone.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Gift | Class A Common Stock | 73,000 | $0.00 | $0.00 |
| Conversion | Class B Common Stock | 73,000 | $0.00 | $0.00 |
| Conversion | Class A Common Stock | 73,000 | $0.00 | $0.00 |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Employee Stock Option (Right to Buy) | -- | -- | -- |
| holding | Employee Stock Option (Right to Buy) | -- | -- | -- |
| holding | Employee Stock Option (Right to Buy) | -- | -- | -- |
| holding | Employee Stock Option (Right to Buy) | -- | -- | -- |
| holding | Employee Stock Option (Right to Buy) | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (6)
- F1. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.
- F2. The transaction reported involved a gift by the Trust of 73,000 shares of Class A Common Stock to the American Endowment Foundation FBO Kerrest Johnson Family Charitable Fund, a donor advised fund.
- F3. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
- F4. 25% of the shares underlying the RSU vested on March 15, 2022, and the remaining shares underlying the RSU shall vest in 12 equal quarterly installments thereafter, subject to the Reporting Person's continuous service with the Issuer on each such date, and subject to tolling from November 1, 2022 through October 31, 2023 per a Sabbatical Agreement between the Reporting Person and the Issuer.
- F5. The RSUs vest in full on the earlier of June 24, 2026 or the date immediately prior to the Issuer's next regular annual stockholder meeting, subject to the Reporting Person's continued service to the Issuer through such vesting date.
- F6. The shares subject to the option are fully vested and exercisable by the Reporting Person.
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