STOCK TITAN

Okta (OKTA) director awarded RSUs while trust gifts 6,800 shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Okta, Inc. director Jacques Frederic Kerrest reported two main insider moves. A trust associated with him made a bona fide gift of 6,800 shares of Class A Common Stock to the American Endowment Foundation FBO Kerrest Johnson Family Charitable Fund, a donor advised fund. Separately, he received a grant of 2,080 Restricted Stock Units, each representing one share of Class A Common Stock, which vest in full on the earlier of June 18, 2027 or immediately before Okta’s next regular annual stockholder meeting, subject to his continued service. He now directly holds 7,123 Class A shares and several fully vested employee stock options, including 114,000 underlying shares at $39.21 expiring in 2028 and 71,547 shares at $82.16 expiring in 2029. Trusts also hold Class B Common Stock that is convertible into Class A on a one-for-one basis with no expiration date.

Positive

  • None.

Negative

  • None.
Insider Kerrest Jacques Frederic
Role null
Type Security Shares Price Value
Grant/Award Restricted Stock Units 2,080 $0.00 --
Gift Class A Common Stock 6,800 $0.00 --
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
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 -- -- --
Holdings After Transaction: Restricted Stock Units — 2,080 shares (Direct, null); Class A Common Stock — 0 shares (Indirect, By Trust); Class B Common Stock — 837,187 shares (Indirect, By Trust); Employee Stock Option (Right to Buy) — 114,000 shares (Direct, null); Class A Common Stock — 7,123 shares (Direct, null)
Footnotes (1)
  1. 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. The transaction reported involved a gift by the Trust of 6,800 shares of Class A Common Stock to the American Endowment Foundation FBO Kerrest Johnson Family Charitable Fund, a donor advised fund. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock. The RSUs vest in full on the earlier of June 18, 2027 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. The shares subject to the option are fully vested and exercisable by the Reporting Person.
Gifted Class A shares 6,800 shares Bona fide gift by trust to donor advised fund
RSU grant 2,080 units RSUs representing Class A shares awarded to director
Direct Class A holdings 7,123 shares Class A Common Stock held directly after transactions
Option at $39.21 114,000 underlying shares Employee stock option, exercise price $39.21, expires 2028-03-21
Option at $82.16 71,547 underlying shares Employee stock option, exercise price $82.16, expires 2029-03-24
Option at $142.47 41,673 underlying shares Employee stock option, exercise price $142.47, expires 2030-04-14
Option at $274.96 26,527 underlying shares Employee stock option, exercise price $274.96, expires 2031-04-21
Convertible Class B holdings 157,668 underlying shares Class B held indirectly by trust, convertible 1:1 into Class A
Restricted Stock Unit financial
"Each Restricted Stock Unit ("RSU") represents the right to receive one share"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
bona fide gift financial
"transaction_code_description": "Bona fide gift""
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
donor advised fund financial
"a donor advised fund."
A donor advised fund is a charitable savings account you fund with cash or assets (including stocks) that lets you take an immediate tax benefit while recommending when and which charities receive grants over time. Think of it like a dedicated piggy bank for giving: you get tax relief when you put money in, can avoid selling appreciated securities and triggering capital gains, and still control the timing and recipients of donations, which affects tax planning, portfolio decisions, and public giving signals.
Class B Common Stock financial
"Each share of Class B Common Stock is convertible into one share"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Employee Stock Option financial
"Employee Stock Option (Right to Buy)"
An employee stock option is a promise that lets a worker buy company shares later at a predetermined price, often after they stay for a certain period or meet performance goals — think of it like a coupon that locks in today's price for a future purchase. It matters to investors because options align employees’ incentives with company performance, can increase the number of shares outstanding (dilution) when exercised, and represent a compensation cost that affects reported profits and shareholder value.
vesting financial
"The RSUs vest in full on the earlier of June 18, 2027"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
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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).
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*
Kerrest Jacques Frederic

(Last)(First)(Middle)
100 FIRST ST, SUITE 600

(Street)
SAN FRANCISCO CALIFORNIA 94105

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Okta, Inc. [ OKTA ]
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)
06/18/2026
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 Stock06/18/2026G(2)6,800D$00IBy Trust
Class A Common Stock7,123D
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
Restricted Stock Units(3)06/18/2026A2,080 (4) (4)Class A Common Stock2,080$02,080D
Class B Common Stock(1) (1) (1)Class A Common Stock837,187837,187IBy Trust
Class B Common Stock(1) (1) (1)Class A Common Stock88,77688,776IBy Trust
Class B Common Stock(1) (1) (1)Class A Common Stock157,668157,668IBy Trust
Employee Stock Option (Right to Buy)$39.21 (5)03/21/2028Class A Common Stock114,000114,000D
Employee Stock Option (Right to Buy)$82.16 (5)03/24/2029Class A Common Stock71,54771,547D
Employee Stock Option (Right to Buy)$142.47 (5)04/14/2030Class A Common Stock41,67341,673D
Employee Stock Option (Right to Buy)$274.96 (5)04/21/2031Class A Common Stock13,26313,263D
Employee Stock Option (Right to Buy)$274.96 (5)04/21/2031Class A Common Stock26,52726,527D
Explanation of Responses:
1. 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.
2. The transaction reported involved a gift by the Trust of 6,800 shares of Class A Common Stock to the American Endowment Foundation FBO Kerrest Johnson Family Charitable Fund, a donor advised fund.
3. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
4. The RSUs vest in full on the earlier of June 18, 2027 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.
5. The shares subject to the option are fully vested and exercisable by the Reporting Person.
Remarks:
/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person06/22/2026
** 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 transactions did Jacques Frederic Kerrest report at Okta (OKTA)?

Jacques Frederic Kerrest reported a gift of 6,800 Class A shares by a trust to a charitable donor advised fund and the award of 2,080 Restricted Stock Units. The remaining entries mainly describe his post-transaction holdings in Class A shares, options, and convertible Class B shares.

How many Okta shares were gifted and to whom were they donated?

A trust associated with Jacques Frederic Kerrest gifted 6,800 shares of Okta Class A Common Stock to the American Endowment Foundation FBO Kerrest Johnson Family Charitable Fund. This donor advised fund structure means the shares support charitable giving connected to the Kerrest Johnson family.

What Restricted Stock Units did Jacques Frederic Kerrest receive from Okta (OKTA)?

He received 2,080 Restricted Stock Units, each representing one share of Okta Class A Common Stock. These RSUs vest in full on the earlier of June 18, 2027 or immediately before Okta’s next regular annual stockholder meeting, contingent on his continued service with the company.

What Okta stock and options does Jacques Frederic Kerrest hold after these transactions?

After the reported transactions, he directly holds 7,123 Okta Class A shares and several fully vested employee stock options. These include options over 114,000 underlying shares at $39.21 and 71,547 shares at $82.16, plus additional option grants and indirect Class B holdings via trusts.

How are Okta Class B Common Stock holdings reported in this Form 4?

Class B Common Stock is held indirectly through trusts and is reported with an indirect ownership code. Each Class B share is convertible into one Okta Class A share at the holder’s option and has no expiration date, giving long-term flexibility to convert into publicly traded Class A stock.

When do Jacques Frederic Kerrest’s new Okta RSUs vest?

The 2,080 Okta Restricted Stock Units vest in full on the earlier of June 18, 2027 or the date immediately before Okta’s next regular annual stockholder meeting. Vesting is conditioned on Jacques Frederic Kerrest continuing to provide service to Okta through the applicable vesting date.