Form 4: Okta Insider Sells Shares Under 10b5-1 Plan

Okta, Inc. reports insider Larissa Schwartz sold shares of Class A Common Stock valued at approximately $79-$80 per share, executed under a pre-arranged 10b5-1 trading plan.

Summary

• Larissa Schwartz, Chief Legal Officer and Corporate Secretary of Okta, Inc., reported transactions involving the sale of Class A Common Stock.
• These sales occurred on April 7, 2026, and were executed under a Rule 10b5-1 trading plan adopted on July 3, 2025.
• The sales involved a total of 1,999 shares at a weighted average price of $79.1492, 4,278 shares at a weighted average price of $80.0154, and 100 shares at $80.58.
• Following these transactions, Schwartz beneficially owns 59,203 shares directly.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a neutral to slightly negative sentiment due to insider selling, although the execution via a 10b5-1 plan mitigates concerns about opportunistic trading.

Negatives

• Insider selling activity, while executed under a pre-planned trading strategy, can sometimes be perceived negatively by the market.

Risks

• The sales were conducted under a Rule 10b5-1 trading plan, which is designed to provide an affirmative defense against allegations of insider trading. However, the adoption date of the plan (July 3, 2025) and the transaction date (April 7, 2026) indicate a significant time lag, which could be subject to scrutiny.
• The weighted average pricing for multiple transactions suggests a range of sale prices, which could indicate varying market conditions or execution strategies during the trading period.

Future Outlook

The filing does not contain forward-looking statements or guidance. It reports on past transactions.

Management Comments

• Larissa Schwartz, Chief Legal Officer and Corporate Secretary, is the reporting person.
• The transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on July 03, 2025.
• The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the U.S. Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in the footnotes.

Industry Context

StockSavvy.ai notes that insider selling, even under a 10b5-1 plan, is a common event for executives and can be influenced by personal financial planning, diversification, or tax considerations. The timing and volume relative to total holdings are key factors for investors to consider.

Stakeholder Impact

• Shareholders: May interpret insider selling as a signal, though the 10b5-1 plan provides a degree of reassurance against adverse intent.
• Employees: The reporting person's role as Chief Legal Officer and Corporate Secretary suggests a deep understanding of the company's operations and governance.
• Management: The use of a 10b5-1 plan aligns with good corporate governance practices for managing personal stock transactions.

Next Steps

• Continued vesting of Restricted Stock Units as per the outlined schedules.
• Potential future transactions under the Rule 10b5-1 plan, if applicable.

Key Dates

Keywords

Okta, OKTA, Form 4, Insider Trading, Rule 10b5-1, Larissa Schwartz, Class A Common Stock, Securities Sale, Beneficial Ownership