Form 4: Okta CRO's Routine Stock Vesting & Tax Withholding

Okta's Chief Revenue Officer, Jonathan James Addison, reported the vesting of Restricted Stock Units and subsequent tax-related share dispositions on September 15, 2025.

Summary

• Jonathan James Addison, Okta's Chief Revenue Officer, reported transactions involving Class A Common Stock and Restricted Stock Units (RSUs).
• On September 15, 2025, Addison acquired a total of 13,359 shares of Class A Common Stock through the vesting of RSUs.
• Concurrently, 7,268 shares of Class A Common Stock were disposed of to cover tax obligations related to the RSU vesting.
• Following these transactions, Addison directly beneficially owns 13,158 shares of Class A Common Stock.
• Addison also holds 66,871 unvested Restricted Stock Units, which represent the right to receive one share of Class A Common Stock each, subject to continuous employment and future vesting schedules.

Sentiment

Score: 5

Explanation: The filing reports routine executive compensation events (RSU vesting and tax withholding), which are neutral in terms of company performance or strategic shifts. It reflects standard operational procedures for executive equity plans.

Positives

• The vesting of Restricted Stock Units indicates ongoing compensation for the Chief Revenue Officer, aligning executive incentives with company performance.
• The net increase of 6,091 shares in direct beneficial ownership (13,359 acquired 7,268 disposed for tax) demonstrates continued insider equity holding.

Negatives

• A portion of vested shares (7,268 shares) was disposed of to cover tax liabilities, which is a common practice but reduces direct ownership compared to the gross vested amount.

Risks

• Future vesting of Restricted Stock Units is contingent upon the reporting person's continuous employment with Okta, Inc.

Future Outlook

Future vesting of the remaining 66,871 Restricted Stock Units is scheduled in quarterly installments, contingent on Jonathan James Addison's continuous employment with Okta, Inc.

Industry Context

This filing reflects a standard practice of executive compensation in the technology sector, where Restricted Stock Units are a common component of remuneration packages, aligning executive incentives with company performance.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a significant component of executive compensation is standard practice across the technology industry, comparable to companies like Microsoft, Salesforce, and Adobe.
• The disposition of shares to cover tax obligations upon vesting is a routine and expected event for equity compensation, consistent with practices observed in peer companies.
• The vesting schedules, typically over several years with quarterly installments, are common for retaining key executives and incentivizing long-term performance, similar to equity plans at companies such as Workday or CrowdStrike.

Stakeholder Impact

• Shareholders: The vesting and tax withholding are routine and reflect the company's ongoing executive compensation strategy, which aims to align management incentives with shareholder interests.
• Employees: The RSU program demonstrates a standard form of equity compensation, which is a common practice for retaining and motivating key personnel.

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 Vesting, Executive Compensation, Jonathan James Addison, Chief Revenue Officer, Equity Compensation