Form 4: Okta Director Reports Stock Transactions

Okta Director Jacques Frederic Kerrest reported the acquisition and disposition of Class A Common Stock and changes in derivative holdings, including RSU vesting and stock option details, effective December 15, 2025.

Summary

• Jacques Frederic Kerrest, a Director at Okta, Inc. (OKTA), reported changes in his beneficial ownership of the company's securities.
• The transactions occurred on December 15, 2025, and were made pursuant to a Rule 10b5-1 plan.
• Kerrest acquired 842 shares of Class A Common Stock through the vesting/exercise of derivative securities at a price of $0.
• Concurrently, 233 shares of Class A Common Stock were disposed of, also at a price of $0, likely for tax withholding purposes.
• Following these transactions, Kerrest directly owns 4,038 shares of Class A Common Stock.
• He also indirectly holds 500 shares of Class A Common Stock through a trust.
• Derivative holdings include 843 directly owned Restricted Stock Units (RSUs) and 2,487 directly owned RSUs with future vesting dates.
• A significant portion of RSUs vested on March 15, 2022, with remaining shares vesting quarterly, subject to continuous service and a sabbatical tolling period from November 1, 2022, to October 31, 2023.
• Other RSUs are set to vest in full on the earlier of June 24, 2026, or the date prior to the next annual stockholder meeting.
• Kerrest holds several tranches of fully vested and exercisable employee stock options with exercise prices ranging from $39.21 to $274.96 and expiration dates between March 21, 2028, and April 21, 2031.
• Indirectly, through a trust, Kerrest beneficially owns 1,089,931 shares of Class B Common Stock (843,487 + 88,776 + 157,668), each convertible into one share of Class A Common Stock at the holder's option with no expiration date.

Sentiment

Score: 5

Explanation: Neutral, as this is a routine insider transaction report detailing changes in beneficial ownership and compensation realization, not financial performance or strategic updates.

Positives

• Vesting of Restricted Stock Units (RSUs) indicates compensation realization.
• All reported employee stock options are fully vested and exercisable, providing flexibility for the director.
• Significant indirect beneficial ownership of Class B Common Stock (1,089,931 shares convertible to Class A) through a trust demonstrates substantial long-term alignment with shareholder interests.

Negatives

• Disposition of 233 Class A Common Stock shares, likely for tax withholding, reduces direct beneficial ownership.

Future Outlook

Remaining Restricted Stock Units (RSUs) will vest in 12 equal quarterly installments after March 15, 2022, subject to continuous service and a sabbatical tolling period from November 1, 2022, through October 31, 2023. Additional RSUs are set to vest in full on the earlier of June 24, 2026, or the date immediately prior to Okta's next regular annual stockholder meeting, contingent on continued service.

Industry Context

This filing is a routine disclosure of insider stock transactions and does not provide information relevant to broader industry trends or competitors.

Stakeholder Impact

• Shareholders: Provides transparency regarding a director's holdings and compensation structure, which can inform investment decisions.
• Employees: The mention of a sabbatical agreement in the RSU vesting explanation offers a glimpse into potential employee benefits or arrangements for key personnel.

Next Steps

• Continued vesting of remaining Restricted Stock Units (RSUs) in 12 equal quarterly installments after March 15, 2022.
• Full vesting of certain RSUs on the earlier of June 24, 2026, or the date immediately prior to the Issuer's next regular annual stockholder meeting.

Key Dates

Keywords

Okta, OKTA, Form 4, insider trading, stock transactions, director, RSU, stock options, beneficial ownership, Class A Common Stock, Class B Common Stock