Form 4: Okta Director's Stock Conversion and Charitable Gift

Sentiment:

Insider Transaction Report 10 December 2025 5:10 PM

Okta Director Jacques Kerrest reported a conversion of Class B to Class A common stock and a significant charitable gift of Class A shares.

Summary

Okta, Inc. Director Jacques Frederic Kerrest reported changes in beneficial ownership of company stock.
On December 8, 2025, Mr. Kerrest converted 83,500 shares of Class B Common Stock into Class A Common Stock.
On December 10, 2025, a Trust associated with Mr. Kerrest gifted 83,000 shares of Class A Common Stock to the American Endowment Foundation FBO Kerrest Johnson Family Charitable Fund.
Following these transactions, Mr. Kerrest's indirect beneficial ownership of Class A Common Stock held by Trust increased by 500 shares, resulting in 500 shares beneficially owned indirectly by Trust.
The filing also details existing holdings of Class B Common Stock (843,487 shares indirectly by Trust, 88,776 shares indirectly by Trust, 157,668 shares indirectly by Trust), Restricted Stock Units (1,685 and 2,487 shares directly), and Employee Stock Options (totaling 266,500 shares directly exercisable).

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions (conversion and charitable gift) and does not indicate a significant positive or negative sentiment for the company's operational performance or future prospects.

Positives

The charitable gift of 83,000 Class A Common Stock shares by a Trust associated with Director Jacques Kerrest demonstrates philanthropic engagement.

Negatives

No direct negative implications for the company's operations or financial health are indicated by these insider transactions.

Future Outlook

Industry Context

This filing is an insider transaction report (Form 4) and does not provide information related to broader industry trends or competitive landscape for Okta, Inc. It focuses solely on changes in beneficial ownership for a director.

Related Party Transactions

A Trust associated with Director Jacques Frederic Kerrest gifted 83,000 shares of Class A Common Stock to the American Endowment Foundation FBO Kerrest Johnson Family Charitable Fund.

Stakeholder Impact

Shareholders: The transactions represent a minor change in the indirect beneficial ownership of Class A Common Stock by a director, which is generally not considered material to the overall share structure or value.
Philanthropic Organizations: The American Endowment Foundation FBO Kerrest Johnson Family Charitable Fund received a significant charitable gift of 83,000 Class A Common Stock shares.

Key Dates

Date	Description
03/15/2022	Vesting date for 25% of shares underlying certain Restricted Stock Units (RSUs).
11/01/2022	Start date of sabbatical period tolling RSU vesting.
10/31/2023	End date of sabbatical period tolling RSU vesting.
12/08/2025	Transaction date for conversion of Class B Common Stock to Class A Common Stock.
12/10/2025	Transaction date for gift of Class A Common Stock.
06/24/2026	Full vesting date for certain Restricted Stock Units (RSUs).
03/21/2028	Expiration date for employee stock option with a strike price of $39.21.
03/24/2029	Expiration date for employee stock option with a strike price of $82.16.
04/14/2030	Expiration date for employee stock option with a strike price of $142.47.
04/21/2031	Expiration date for employee stock options with a strike price of $274.96.

Recommendation

hold

This Form 4 reports a director's conversion of Class B to Class A common stock and a charitable gift of Class A shares. These are routine insider transactions and do not provide sufficient information to alter an investment recommendation for Okta, Inc. The transactions do not reflect a change in the company's operational performance or strategic outlook.

Keywords

Okta, OKTA, Form 4, insider transaction, director stock, stock conversion, charitable gift, beneficial ownership

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