Form 4: Okta CRO Sells Shares Under Pre-Arranged 10b5-1 Plan

Okta's Chief Revenue Officer, Jonathan James Addison, sold 6,091 shares of Class A Common Stock on September 18, 2025, under a pre-arranged Rule 10b5-1 trading plan.

Summary

• Jonathan James Addison, Chief Revenue Officer of Okta, Inc. (OKTA), reported changes in beneficial ownership.
• On September 18, 2025, Addison disposed of a total of 6,091 shares of Class A Common Stock.
• The sales were executed at weighted average prices ranging from $91.14 to $93.96 per share.
• These transactions were conducted pursuant to a Rule 10b5-1 trading plan adopted on April 14, 2025.
• Following these transactions, Addison directly beneficially owns 7,067 shares of Class A Common Stock.
• Addison also holds various tranches of Restricted Stock Units (RSUs), which represent the right to receive Class A Common Stock, with specified vesting schedules.

Sentiment

Score: 5

Explanation: The filing reports a routine insider stock sale executed under a pre-arranged Rule 10b5-1 plan. Such transactions are common for executive compensation and personal financial planning and typically have a neutral impact on market sentiment, as they are not indicative of a change in the company's fundamental performance or outlook.

Positives

• The stock sales were conducted under a Rule 10b5-1 trading plan, demonstrating adherence to SEC regulations and mitigating concerns about trading on material non-public information.

Negatives

• The transactions resulted in a reduction of 6,091 shares in the direct beneficial ownership of Class A Common Stock by a key executive.

Future Outlook

The filing indicates ongoing vesting schedules for various tranches of Restricted Stock Units (RSUs, totaling 66,871 units), with future vesting contingent on the Reporting Person's continuous employment with Okta, Inc.

Management Comments

• The reported transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 14, 2025.

Industry Context

This filing reports an individual insider's stock transactions and does not provide information related to broader industry trends or competitive landscape. Insider sales under a 10b5-1 plan are a common practice for executives to manage personal finances and diversify holdings in a compliant manner.

Stakeholder Impact

• Shareholders: The direct impact on shareholders is minimal, as the sale is a routine insider transaction under a pre-arranged plan, reducing the Chief Revenue Officer's direct equity stake slightly.
• Employees, Customers, Suppliers, Creditors: No direct impact on these stakeholders is indicated by this specific insider trading report.

Next Steps

• Continued vesting of the remaining Restricted Stock Units (RSUs) according to their respective schedules, subject to continuous employment.

Key Dates

Recommendation

The filing details a routine insider stock sale executed under a Rule 10b5-1 trading plan. Such pre-scheduled transactions are common for executive compensation and personal financial management and do not typically indicate a change in the company's fundamental outlook or warrant a shift in investment recommendation based solely on this report. Therefore, a 'hold' recommendation is appropriate, maintaining existing positions without new action based on this specific filing.

Keywords

Okta, OKTA, insider trading, Form 4, stock sale, Chief Revenue Officer, Jonathan James Addison, 10b5-1 plan, equity, restricted stock units