Form 4: Okta Chief Accounting Officer Reports Routine Equity Compensation Transactions Under 10b5-1 Plan

Okta's Chief Accounting Officer, Shibu Ninan, reported the acquisition and disposition of Class A Common Stock on June 15, 2025, primarily due to the vesting of Restricted Stock Units and associated tax withholdings, as part of a pre-planned trading arrangement.

Summary

• Shibu Ninan, Okta's Chief Accounting Officer, reported transactions involving Class A Common Stock on June 15, 2025.
• These transactions included the acquisition of 4,071 shares of Class A Common Stock through the exercise/conversion of Restricted Stock Units (RSUs).
• Concurrently, 2,069 shares of Class A Common Stock were disposed of to cover tax liabilities related to the RSU vesting.
• Following these transactions, Mr. Ninan beneficially owns 14,217 shares of Class A Common Stock directly.
• The transactions were executed at a price of $0, typical for RSU vesting and tax withholding.
• The reported transactions are part of pre-planned vesting schedules for various RSU grants, with vesting dates ranging from September 15, 2023, to June 15, 2025, and continuing in quarterly installments.
• The filing indicates that the transactions were made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 6

Explanation: Slightly positive. The filing indicates routine equity compensation vesting for a key executive, which is a positive for retention and alignment of interests. The transactions are pre-planned and expected, reducing any negative surprise.

Positives

• The transactions reflect the vesting of equity compensation, indicating continued employment and alignment of executive interests with shareholders.
• The transactions were conducted under a Rule 10b5-1(c) plan, indicating pre-planned and routine compensation events rather than discretionary trading.

Negatives

• A portion of the vested shares (2,069 shares) was disposed of to cover tax obligations, which is a common practice but reduces the direct shareholding.

Future Outlook

The vesting schedules for the Restricted Stock Units indicate ongoing equity compensation for the Chief Accounting Officer, with remaining shares set to vest in future quarterly installments, contingent on continuous employment with Okta, Inc.

Industry Context

The reported transactions are typical for executive compensation in the technology sector, where Restricted Stock Units (RSUs) are a common form of equity incentive used to align management interests with long-term shareholder value and promote retention. The use of a Rule 10b5-1 plan for these transactions is also standard practice for pre-planned equity compensation events.

Stakeholder Impact

• Shareholders: Minor potential dilution from the issuance of shares upon RSU vesting, but this is a standard component of executive compensation and is generally factored into valuation models.
• Employees (specifically the Reporting Person): Continued equity compensation provides a strong incentive for retention and performance, aligning the Chief Accounting Officer's financial interests with the company's success.

Next Steps

• Continued vesting of remaining Restricted Stock Units in quarterly installments, subject to the Reporting Person's continuous employment with Okta, Inc.

Key Dates

Keywords

Okta, OKTA, Form 4, Insider Trading, Restricted Stock Units, RSU, Equity Compensation, Shibu Ninan, Chief Accounting Officer, Beneficial Ownership, Rule 10b5-1