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

Okta's Chief Legal Officer, Larissa Schwartz, sold 1,318 shares of Class A Common Stock for $85.71 per share, executed under a pre-arranged 10b5-1 trading plan.

Summary

• Larissa Schwartz, Okta's Chief Legal Officer and Corporate Secretary, reported a sale of Class A Common Stock.
• On December 5, 2025, 1,318 shares were sold at a price of $85.71 per share.
• The transaction was conducted under a Rule 10b5-1 trading plan adopted on July 3, 2025.
• Following this transaction, Schwartz directly owns 35,201 shares of Class A Common Stock.
• Schwartz also beneficially owns several tranches of Restricted Stock Units (RSUs) totaling 51,844 units, which represent the right to receive one share of Class A Common Stock each upon vesting. These RSUs have various vesting schedules extending into the future, contingent on continuous employment.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While an insider sale reduces direct ownership, its execution under a 10b5-1 plan mitigates concerns about negative sentiment. The officer retains significant equity through direct shares and substantial RSU holdings, indicating continued alignment with shareholder interests.

Positives

• The sale was executed under a pre-arranged Rule 10b5-1 trading plan, indicating it was not based on new, non-public information.
• The reporting person retains significant beneficial ownership in the company through 35,201 direct shares and 51,844 Restricted Stock Units.

Negatives

• An insider sale, even if pre-planned, reduces the officer's direct equity stake in the company.

Future Outlook

The filing does not contain specific forward-looking statements or guidance beyond the vesting schedules of Restricted Stock Units, which are contingent on continuous employment.

Industry Context

This Form 4 filing details a routine insider transaction for Okta, a leader in identity and access management. Such transactions are common among executives for personal financial planning, especially when executed under a 10b5-1 plan, and typically do not reflect specific industry trends or competitive positioning.

Comparison to Industry Standards

• Not applicable for this type of insider transaction filing. This filing does not provide data for comparison to industry benchmarks or specific comparable companies/projects.

Stakeholder Impact

• Shareholders: A minor reduction in direct insider ownership, but mitigated by the 10b5-1 plan and continued RSU holdings.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned.

Next Steps

• Continued vesting of Restricted Stock Units according to their respective schedules, contingent on Larissa Schwartz's continuous employment.

Key Dates

Recommendation

The filing reports a routine insider sale executed under a pre-arranged 10b5-1 plan, which is a common practice for executive financial planning and diversification. It does not signal any new material information about the company's performance or outlook. The officer retains substantial equity in Okta through direct share ownership and significant RSU holdings. Therefore, this specific transaction alone does not warrant a change in investment thesis, and a 'hold' recommendation is appropriate based solely on this filing.

Keywords

Okta, OKTA, Larissa Schwartz, Insider Sale, Form 4, 10b5-1 Plan, Restricted Stock Units, Officer Transaction, Cloud Security, Identity Management