OKTA Form 4: 843 RSUs Vest, 246 Shares Disposed by Director
Rhea-AI Filing Summary
Insider transactions by Okta director Jacques Kerrest: The reporting person executed transactions on 09/15/2025 resulting in an acquisition of 843 Class A shares and a disposition of 246 Class A shares, both recorded at a price of $0 for the non-derivative entries, reflecting administrative movements tied to restricted stock unit activity. The same date shows 843 restricted stock units vested and converted into 843 shares of Class A Common Stock, leaving the reporting person with 3,675 Class A shares directly beneficially owned after the transactions.
The filing lists significant indirect holdings through Class B Common Stock convertible into Class A shares, specifically 999,987, 88,776, and 157,668 Class A-equivalent shares held by trusts. Multiple outstanding employee stock options and additional RSU awards are detailed, including fully exercisable options totaling 266, (114,000; 71,547; 41,673; 13,263; 26,527) underlying Class A shares as listed in the form.
Positive
- Vesting of 843 RSUs converted to Class A shares, reflecting compensation being realized under existing awards
- Large indirect holdings remain via Class B shares (999,987; 88,776; 157,668), indicating continued alignment with shareholders
Negative
- Minor disposition of 246 Class A shares by the director, which is a sale but is small relative to total holdings
Insights
TL;DR: Routine director vesting and minor disposition; substantial indirect control remains via Class B holdings.
The filing documents routine vesting of RSUs and a small sale of Class A shares by a director. The 843 RSUs converting to 843 Class A shares and the reported disposition of 246 shares appear administrative and contractual in nature rather than opportunistic trading. Material governance point: the reporting person retains very large indirect holdings via Class B shares convertible into Class A (999,987; 88,776; 157,668), which indicates continued significant economic and voting exposure. No new pledges, loans, or dilutive transactions are disclosed here.
TL;DR: Transaction sizes are small relative to indirect holdings; limited immediate market impact.
From a market perspective, the reported acquisition of 843 shares via vested RSUs and a disposal of 246 shares at $0 are minor relative to the large indirect positions disclosed. The form also details multiple exercisable employee options and substantial convertible Class B holdings, indicating concentrated insider ownership. These facts suggest limited liquidity impact from these specific transactions; they are informative for ownership concentration analysis but do not signal material change in control or capital structure.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 843 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 843 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class A Common Stock | 246 | $0.00 | $0.00 |
| holding | Restricted Stock Units | -- | -- | -- |
| 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) | -- | -- | -- |
Footnotes (5)
- F1. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
- F2. 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.
- F3. 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.
- F4. 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.
- F5. The shares subject to the option are fully vested and exercisable by the Reporting Person.
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