Form 4: Okta Director Plans Charitable Stock Gift in 2025

Okta Director Jacques Frederic Kerrest reported a planned gift of 73,000 Class A Common Stock shares from a trust to a charitable foundation in September 2025.

Summary

• Okta Director Jacques Frederic Kerrest filed a Form 4 detailing planned future transactions under a Rule 10b5-1 plan.
• On September 23, 2025, 73,000 shares of Class B Common Stock held indirectly by a Trust are planned to be converted into 73,000 shares of Class A Common Stock.
• On September 25, 2025, the Trust plans to gift these 73,000 Class A Common Stock shares to the American Endowment Foundation FBO Kerrest Johnson Family Charitable Fund, a donor-advised fund.
• Following this gift, the Trust will no longer beneficially own these specific 73,000 Class A shares.
• The director continues to beneficially own 926,987, 88,776, and 157,668 shares of Class B Common Stock (convertible to Class A) indirectly through a Trust.
• Direct beneficial ownership includes 1,685 and 2,487 Restricted Stock Units (RSUs) with specified vesting schedules.
• The director also directly holds fully vested employee stock options to purchase a total of 267,010 Class A Common Stock shares at various exercise prices and expiration dates.

Sentiment

Score: 5

Explanation: The filing reports a director's planned charitable stock gift, which is a neutral event for company operations and does not reflect on financial performance or strategic direction.

Positives

• The planned charitable gift demonstrates philanthropic engagement by a company director.
• The transaction is pre-planned under a Rule 10b5-1 plan, indicating a structured and compliant approach to insider transactions.

Negatives

• The planned disposition will reduce the beneficial ownership of Class A Common Stock by the director's associated trust by 73,000 shares.

Future Outlook

The filing details planned future transactions by Director Jacques Frederic Kerrest under a Rule 10b5-1 plan, including the conversion of 73,000 Class B shares to Class A shares on September 23, 2025, and the subsequent gift of these 73,000 Class A shares to a charitable fund on September 25, 2025. Additionally, the filing outlines vesting schedules for existing Restricted Stock Units, with some vesting quarterly and others fully vesting by June 24, 2026, or prior to the next annual stockholder meeting, subject to continuous service.

Industry Context

This Form 4 filing reports a routine insider transaction and does not provide information directly related to broader industry trends or competitive landscape analysis for Okta, Inc.

Related Party Transactions

• A planned gift of 73,000 Class A Common Stock shares from a Trust associated with the reporting person to the American Endowment Foundation FBO Kerrest Johnson Family Charitable Fund, a donor-advised fund.

Stakeholder Impact

• Shareholders: A minor reduction in the beneficial ownership of Class A Common Stock by a director's associated trust, which is a routine event and unlikely to have a material impact.
• Charitable Organizations: The American Endowment Foundation FBO Kerrest Johnson Family Charitable Fund will receive a significant stock donation.

Next Steps

• Continued vesting of the director's Restricted Stock Units according to their respective schedules.
• Execution of the planned conversion of Class B to Class A Common Stock on September 23, 2025.
• Execution of the planned gift of Class A Common Stock to the charitable fund on September 25, 2025.

Key Dates

Recommendation

This Form 4 reports a director's planned charitable gift of shares, which is a routine insider transaction and does not provide new information about the company's operational or financial performance to warrant a change in investment recommendation. The transaction is pre-planned under a 10b5-1 plan, further indicating its non-event nature for investment decisions.

Keywords

Okta, OKTA, Form 4, insider transaction, director, stock gift, charitable donation, Class A Common Stock, Class B Common Stock, RSU, stock options, 10b5-1 plan