Form 4: Okta Chief Legal Officer Reports Routine Equity Transactions, Increasing Class A Holdings

Larissa Schwartz, Okta's Chief Legal Officer, reported the acquisition of 9,886 Class A Common Stock shares through Restricted Stock Unit (RSU) vesting and the disposition of 5,022 shares for tax withholding, resulting in a net increase of 4,864 shares on June 15, 2025.

Summary

• Larissa Schwartz, Chief Legal Officer and Corporate Secretary of Okta, Inc. (OKTA), reported changes in her beneficial ownership of company securities.
• On June 15, 2025, Ms. Schwartz acquired a total of 9,886 shares of Class A Common Stock through the vesting of Restricted Stock Units (RSUs).
• Concurrently, she disposed of 5,022 shares of Class A Common Stock, likely to cover tax obligations related to the RSU vesting, as indicated by the $0 price.
• These transactions resulted in a net increase of 4,864 shares in her direct beneficial ownership of Class A Common Stock.
• Following these transactions, Ms. Schwartz directly beneficially owns 26,989 shares of Class A Common Stock.
• The filing also notes her beneficial ownership of derivative securities, including 632, 325, 13,336, 13,557, and 33,880 Restricted Stock Units, which will vest in future quarterly installments.
• Additionally, Ms. Schwartz holds fully vested employee stock options to buy 9,000 shares of Class B Common Stock at $8.73 per share, exercisable until June 1, 2026, and 5,000 shares of Class B Common Stock at $11.36 per share, exercisable until March 5, 2027.

Sentiment

Score: 5

Explanation: The sentiment is neutral as this is a routine insider transaction related to executive compensation (RSU vesting and tax withholding), which is an expected part of an executive's equity management and does not indicate any significant positive or negative operational or financial news for the company.

Positives

• The acquisition of shares through RSU vesting indicates the continued accumulation of equity by a key executive, aligning management's interests with shareholders.
• The vesting of RSUs demonstrates the company's commitment to its executive compensation plan and the executive's continued employment.

Negatives

• The disposition of 5,022 shares, while standard for tax withholding, represents a reduction in direct share ownership.

Risks

• The value of the executive's equity holdings remains subject to market fluctuations of Okta's stock price.
• Future RSU vesting is contingent upon the reporting person's continuous employment with the Issuer.

Future Outlook

The document indicates future vesting of Restricted Stock Units (RSUs) for Larissa Schwartz, contingent on her continuous employment with Okta. Specific future vesting schedules are detailed for various RSU grants, occurring in quarterly installments.

Management Comments

• Larissa Schwartz is identified as the Chief Legal Officer and Corporate Secretary of Okta, Inc.

Industry Context

This Form 4 filing details routine insider equity transactions, specifically the vesting of Restricted Stock Units and subsequent tax-related share dispositions. Such transactions are common practice in executive compensation across the technology industry, reflecting the use of equity incentives to align executive interests with long-term company performance.

Stakeholder Impact

• Shareholders: The net increase in executive ownership, albeit small, can be seen as a minor positive signal of alignment, though the overall impact on share price is negligible due to the routine nature of the transaction.
• Employees: The RSU vesting demonstrates the company's ongoing equity compensation practices, which can be a positive for employee retention and motivation.

Next Steps

• Continued vesting of remaining Restricted Stock Units in quarterly installments, subject to continuous employment.

Key Dates

Keywords

Okta, OKTA, Form 4, Insider Trading, Restricted Stock Units, RSU, Employee Stock Option, Executive Compensation, Larissa Schwartz, Stock Ownership, Equity Vesting