Form 4: CrowdStrike Director Denis Oleary Acquires Shares Through RSU Grants Under Pre-Arranged Plan

CrowdStrike Holdings, Inc. Director Denis Oleary acquired 584 shares of Class A common stock through restricted stock unit grants, including unvested and fully vested units, as part of a Rule 10b5-1(c) plan.

Summary

• Denis Oleary, a Director at CrowdStrike Holdings, Inc. (CRWD), acquired a total of 584 shares of Class A common stock through Restricted Stock Unit (RSU) grants.
• On June 18, 2025, Mr. Oleary acquired 561 unvested RSUs, which are set to vest on the earlier of the one-year anniversary of the grant date or the date of the Issuer's next annual meeting of stockholders held after the grant date.
• On June 20, 2025, an additional 23 fully vested RSUs were acquired. These units were issued in lieu of quarterly cash retainers under the company's Outsider Director Compensation Policy and immediately converted into Class A Common Stock.
• All acquisitions were made at a price of $0 per share, indicating they are compensation-related grants.
• Following these transactions, Mr. Oleary directly beneficially owns 37,490 shares of Class A common stock.
• Additionally, Mr. Oleary indirectly beneficially owns 64,383 shares through various entities: 19,582 shares via a charitable remainder trust, 14,691 shares via Hohnco, LLC, 17,292 shares via Ryderco, LLC, and 12,818 shares via a 2022 grantor retained annuity trust. The reporting person disclaims beneficial ownership of these indirect shares except to the extent of his pecuniary interest.
• The transactions were 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).

Sentiment

Score: 7

Explanation: The sentiment is positive as a director is acquiring shares, which aligns their interests with shareholders. The acquisitions are compensation-related (RSUs at $0 price), which is a standard and expected practice, rather than open market purchases, but still indicates commitment and belief in the company's future. The use of a 10b5-1 plan adds transparency.

Positives

• Director Denis Oleary acquired 584 shares of CrowdStrike Class A common stock, increasing his direct beneficial ownership to 37,490 shares.
• The acquisition of shares, including unvested RSUs, aligns the director's interests with those of shareholders.
• The fully vested RSUs were issued in lieu of cash retainers, indicating a preference for equity-based compensation.
• The transactions were conducted under a Rule 10b5-1(c) plan, demonstrating pre-planned and transparent insider trading activity.

Future Outlook

The document indicates future vesting of 561 Restricted Stock Units, which will occur on the earlier of the one-year anniversary of the grant date (June 18, 2026) or the date of CrowdStrike's next annual meeting of stockholders held after the grant date.

Management Comments

• The document is signed by Remie Solano, Attorney-in-Fact for Denis Oleary, indicating the filing was made on behalf of the reporting person.

Industry Context

This Form 4 filing reflects a standard practice of compensating corporate directors with equity, aligning their financial interests with the long-term performance of the company. Such equity grants are common across the technology and cybersecurity sectors, where companies often use stock-based compensation to attract and retain top talent and board members.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a form of director compensation, including both unvested and immediately vested units in lieu of cash, is a common practice among publicly traded companies, particularly in the high-growth technology sector.
• Companies like Microsoft, Google (Alphabet), and Salesforce frequently utilize similar equity compensation structures for their executives and board members to incentivize long-term value creation and align interests with shareholders.
• The specific amounts granted are typically determined by the company's compensation policy, board size, and market benchmarks for director compensation in the cybersecurity industry.

Corporate Governance

Related Party Transactions

• Indirect beneficial ownership of 19,582 shares through a charitable remainder trust UAD 3/15/22.
• Indirect beneficial ownership of 14,691 shares through Hohnco, LLC.
• Indirect beneficial ownership of 17,292 shares through Ryderco, LLC.
• Indirect beneficial ownership of 12,818 shares through a 2022 grantor retained annuity trust.
• The reporting person disclaims beneficial ownership of these indirect shares except to the extent of his pecuniary interest.

Stakeholder Impact

• Shareholders: The acquisition of shares by a director, particularly through equity compensation, generally aligns the director's interests with those of shareholders, potentially fostering long-term value creation. The issuance of new shares for RSUs may result in minor dilution.
• Employees: No direct impact mentioned, but the compensation structure for directors might reflect broader company compensation philosophies.

Next Steps

• Vesting of 561 unvested RSUs on the earlier of June 18, 2026 (one-year anniversary of grant) or the date of CrowdStrike's next annual meeting of stockholders held after June 18, 2025.

Key Dates

Keywords

CrowdStrike Holdings Inc., CRWD, SEC Form 4, Insider Trading, Denis Oleary, Director, Stock Acquisition, Restricted Stock Units, RSUs, Equity Compensation, Rule 10b5-1, Corporate Governance