Form 4: Okta Legal Chief Earns 44,930 Shares from PSUs

Okta's Chief Legal Officer, Larissa Schwartz, earned 44,930 shares of Class A Common Stock through the achievement of performance criteria for previously granted Performance Stock Units.

Summary

• Larissa Schwartz, Okta's Chief Legal Officer and Corporate Secretary, reported changes in beneficial ownership of company stock.
• On February 25, 2026, the Compensation Committee determined that performance criteria were met for Performance Stock Units (PSUs) granted in March 2023 (24,864 shares), March 2024 (7,747 shares), and March 2025 (12,319 shares).
• A total of 44,930 shares of Class A Common Stock were earned from these PSUs, with vesting scheduled for March 15, 2026, contingent on continuous employment.
• Following these transactions, Schwartz beneficially owns 81,258 Performance Stock Units (PSUs) and 41,959 Restricted Stock Units (RSUs), each representing the right to receive one share of Class A Common Stock.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive signal, as the achievement of performance criteria for executive equity awards suggests the company is meeting its internal operational or financial targets, which is generally favorable.

Positives

• Performance criteria for a significant number of Performance Stock Units (PSUs) were met, indicating successful achievement of company goals.
• The vesting of 44,930 shares on March 15, 2026, demonstrates continued executive alignment with shareholder interests.

Risks

• The vesting of RSUs and PSUs is subject to the Reporting Person's continuous employment with the Issuer on each vesting date.

Future Outlook

The earned shares from Performance Stock Units are scheduled to vest on March 15, 2026, contingent upon the reporting person's continuous employment with Okta. Remaining Restricted Stock Units will continue to vest in quarterly installments.

Industry Context

StockSavvy.ai notes that executive compensation through equity awards like Performance Stock Units (PSUs) and Restricted Stock Units (RSUs) is a standard practice in the technology sector, aligning executive incentives with long-term company performance and shareholder value. The achievement of performance criteria for PSUs suggests the company is meeting its internal operational or financial targets.

Comparison to Industry Standards

• Equity-based compensation, particularly PSUs and RSUs, is a common practice among publicly traded technology companies like Microsoft, Salesforce, and Adobe, aiming to retain talent and incentivize performance.
• The structure of vesting, often tied to both performance and service, is typical for executive compensation packages in the U.S. tech industry.
• The specific number of shares earned reflects individual performance against pre-set goals, which varies by company and executive role.

Stakeholder Impact

• Shareholders: Positive alignment of executive incentives with company performance; potential for increased share count upon vesting, though this is a standard part of compensation.
• Employees: Demonstrates the company's commitment to its executive compensation plans and the achievement of internal performance goals.

Next Steps

• Vesting of 44,930 shares of Class A Common Stock on March 15, 2026, subject to continuous employment.
• Remaining shares underlying various RSU grants will continue to vest in quarterly installments.

Key Dates

Recommendation

This Form 4 reports the routine vesting of previously granted performance and restricted stock units for an executive. While the achievement of performance criteria is a positive indicator of internal goal attainment, it does not represent new financial performance data or strategic shifts that would warrant a change in investment recommendation. It primarily reflects standard executive compensation practices.

Keywords

Okta, OKTA, Form 4, insider trading, beneficial ownership, Performance Stock Units, PSUs, Restricted Stock Units, RSUs, executive compensation, stock grants