Form 4: Okta Director Jacques Kerrest Gifts 130,000 Class A Shares to Charitable Fund

Okta, Inc. Director Jacques Frederic Kerrest reported a gift of 130,000 Class A Common Stock shares to a charitable fund following a conversion from Class B shares.

Summary

• Jacques Frederic Kerrest, a Director at Okta, Inc. (OKTA), reported changes in his beneficial ownership of company stock.
• On June 11, 2025, Kerrest's Trust converted 130,000 shares of Class B Common Stock into Class A Common Stock.
• On June 13, 2025, the Trust gifted these 130,000 Class A Common Stock shares to the American Endowment Foundation FBO Kerrest Johnson Family Charitable Fund, a donor-advised fund.
• Both the conversion and the gift transactions were reported with a $0 price.
• Following these transactions, the Trust's beneficial ownership of Class A Common Stock from this specific transaction is 0 shares, though Kerrest retains other Class B shares convertible to Class A, as well as various Restricted Stock Units (RSUs) and Employee Stock Options.
• Certain RSUs vested 25% on March 15, 2022, with remaining shares vesting in 12 equal quarterly installments, subject to continuous service and a tolling period from November 1, 2022, through October 31, 2023, due to a Sabbatical Agreement.
• Other RSUs are set to vest in full on the earlier of June 20, 2025, or the date immediately prior to the Issuer's next regular annual stockholders meeting, contingent on continued service.
• Several employee stock options held by Kerrest are fully vested and exercisable, with expiration dates ranging from March 21, 2028, to April 21, 2031.

Sentiment

Score: 5

Explanation: The document is a neutral, factual disclosure of insider stock transactions. It contains no positive or negative news about the company's operations or financial performance, nor does it suggest any significant change in insider confidence beyond a routine charitable gift.

Positives

• The gift to a charitable fund demonstrates philanthropic activity by a company director.

Negatives

• A reduction in the director's indirect beneficial ownership of Class A shares, although it is a gift to a charitable fund rather than a sale for cash.

Future Outlook

The document primarily reports past transactions and current holdings, with no explicit forward-looking statements or guidance regarding the company's future performance or strategy. It does mention future vesting dates for RSUs and expiration dates for stock options, which are standard for equity compensation.

Industry Context

This Form 4 filing is a routine disclosure of insider stock transactions for Okta, a leading identity and access management company. Such transactions are common among executives and directors and do not inherently reflect broader industry trends or competitive positioning, unless they indicate a significant shift in insider confidence (which a charitable gift typically does not).

Corporate Governance

Related Party Transactions

• The gift of 130,000 shares of Class A Common Stock by the Reporting Person's Trust to the American Endowment Foundation FBO Kerrest Johnson Family Charitable Fund, a donor-advised fund, can be considered a related party transaction due to the family's association with the charitable fund.

Stakeholder Impact

• Shareholders: The gift reduces the director's indirect beneficial ownership of Class A shares, but it is a charitable act rather than a market sale, so direct market impact is minimal.
• Charitable Fund: The American Endowment Foundation FBO Kerrest Johnson Family Charitable Fund benefits from the receipt of 130,000 Class A shares.

Next Steps

• Continued vesting of remaining Restricted Stock Units (RSUs) in 12 equal quarterly installments after March 15, 2022, subject to continuous service.
• Full vesting of other RSUs on the earlier of June 20, 2025, or the date immediately prior to the Issuer's next regular annual stockholders meeting, subject to continuous service.
• Potential exercise of fully vested employee stock options by the Reporting Person prior to their respective expiration dates.

Key Dates

Keywords

Okta, OKTA, SEC Form 4, Insider Trading, Beneficial Ownership, Stock Gift, Class A Common Stock, Class B Common Stock, Restricted Stock Units, Employee Stock Options, Corporate Governance