Form 4: Okta Director Reports Stock Sales and RSU Vesting Under Pre-Arranged 10b5-1 Plan

Okta, Inc. Director Jacques Frederic Kerrest reported the sale of Class A Common Stock and the vesting and acquisition of Restricted Stock Units, primarily under a pre-arranged Rule 10b5-1 trading plan.

Summary

• Okta, Inc. Director Jacques Frederic Kerrest reported multiple transactions involving the company's Class A Common Stock and Restricted Stock Units (RSUs).
• On June 20, 2025, Mr. Kerrest sold 163 shares of Class A Common Stock at a weighted average price of $99.7341 per share, with prices ranging from $99.09 to $100.06.
• On the same date, June 20, 2025, he sold an additional 418 shares of Class A Common Stock at a weighted average price of $100.5106 per share, with prices ranging from $100.09 to $101.025.
• These sales were conducted pursuant to a Rule 10b5-1 trading plan adopted on September 19, 2024.
• Also on June 20, 2025, 2,832 Restricted Stock Units (RSUs) vested in full, resulting in the acquisition of 2,832 shares of Class A Common Stock.
• On June 24, 2025, Mr. Kerrest acquired 2,487 new Restricted Stock Units.
• As of the filing, Mr. Kerrest directly owns 2,832 shares of Class A Common Stock following the reported transactions.
• He also holds significant indirect ownership of Class B Common Stock through a trust, totaling 1,246,431 shares (999,987 + 88,776 + 157,668), which are convertible into Class A Common Stock.
• Additionally, Mr. Kerrest holds fully vested employee stock options to purchase a total of 266,010 shares of Class A Common Stock at various exercise prices ranging from $39.21 to $274.96.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While there are sales of common stock, these are explicitly stated to be part of a pre-arranged 10b5-1 trading plan, which mitigates negative interpretation. The director also received new RSU grants and had existing RSUs vest, indicating continued equity compensation and long-term alignment. The substantial indirect holdings via trust and vested options further support a neutral to slightly positive view on the director's overall commitment and belief in the company.

Positives

• Acquisition of 2,487 new Restricted Stock Units on June 24, 2025, indicating continued equity compensation and alignment with company performance.
• Vesting of 2,832 Restricted Stock Units on June 20, 2025, converting into Class A Common Stock, increasing direct share ownership from equity awards.
• Significant indirect ownership of Class B Common Stock (convertible to Class A) through a trust, totaling 1,246,431 shares, demonstrating substantial long-term interest in the company's success.
• Holding of fully vested employee stock options for 266,010 shares, providing potential future upside based on stock price appreciation.

Negatives

• Sale of 581 shares of Class A Common Stock (163 + 418) by a director, which reduces direct beneficial ownership, although mitigated by being part of a pre-arranged plan.

Future Outlook

The document indicates future vesting of 2,487 Restricted Stock Units on the earlier of June 24, 2026, or the date immediately prior to the Issuer's next regular annual stockholder meeting, subject to continued service. Additionally, remaining portions of 2,528 RSUs will vest in 12 equal quarterly installments after March 15, 2022, with a tolling period from November 1, 2022, through October 31, 2023.

Industry Context

NA

Stakeholder Impact

• Shareholders: The sale of shares by a director, even under a 10b5-1 plan, could be perceived as a slight negative signal regarding insider confidence, though the pre-arranged nature lessens this impact. The vesting and new RSU grants indicate ongoing alignment with shareholder interests through equity compensation.
• Employees: The details on RSU vesting and employee stock options are relevant to employees, particularly those with similar equity compensation structures, as they illustrate how such plans are executed for senior management.

Next Steps

• Continued vesting of 2,528 Restricted Stock Units in 12 equal quarterly installments after March 15, 2022, subject to continuous service and a sabbatical tolling period.
• Vesting of 2,487 Restricted Stock Units on the earlier of June 24, 2026, or the date immediately prior to Okta's next regular annual stockholder meeting.

Key Dates

Keywords

Okta, OKTA, SEC Form 4, Insider Trading, Stock Sales, Restricted Stock Units, RSU Vesting, Employee Stock Options, Director Transactions, Rule 10b5-1 Plan, Equity Compensation