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

Okta's Chief Legal Officer, Larissa Schwartz, sold 1,899 shares of Class A Common Stock for $90.74 per share as part of a pre-arranged 10b5-1 trading plan.

Summary

• Larissa Schwartz, Okta's Chief Legal Officer and Corporate Secretary, sold 1,899 shares of Class A Common Stock.
• The transaction occurred on January 7, 2026, at a price of $90.74 per share.
• This sale was executed pursuant to a Rule 10b5-1 trading plan adopted on July 3, 2025.
• Following the sale, Ms. Schwartz directly beneficially owns 38,164 shares of Class A Common Stock.
• Ms. Schwartz also holds a total of 41,959 Restricted Stock Units (RSUs) with various vesting schedules.

Sentiment

Score: 6

Explanation: The sale of shares by an insider is generally viewed as a slight negative, but the fact that it was executed under a pre-arranged 10b5-1 plan mitigates concerns about its implications for future company performance. The executive still retains a substantial equity stake through direct shares and RSUs.

Positives

• The sale was conducted under a pre-arranged Rule 10b5-1 trading plan, indicating it was not based on new, non-public information.
• Larissa Schwartz retains a significant beneficial ownership of 38,164 Class A Common Stock shares and 41,959 Restricted Stock Units, aligning her interests with shareholders.

Negatives

• An insider sale, even if pre-planned, reduces the direct equity stake of a key executive in the company.

Risks

• No specific risks are mentioned in this Form 4 filing beyond the inherent market risk associated with equity transactions.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding the company's future performance, focusing solely on an insider transaction.

Management Comments

• No direct quotes or paraphrased statements from company management are included in this Form 4 filing.

Industry Context

This Form 4 filing details a routine insider transaction under a pre-arranged trading plan, which is common practice for executives to manage their equity holdings. It does not provide broader insights into industry trends or competitive landscape.

Comparison to Industry Standards

• Not applicable. This filing reports an individual insider stock transaction and does not contain information suitable for comparison to global industry benchmarks, comparable companies, or projects.

Stakeholder Impact

• Shareholders: The sale by a key executive, even if planned, could be perceived negatively by some shareholders, though the 10b5-1 plan context reduces this impact. The executive's continued significant holdings align interests.
• Employees: No direct impact on employees is indicated.

Next Steps

• Remaining shares underlying RSUs will vest in quarterly installments, subject to continuous employment with the Issuer.

Key Dates

Recommendation

The insider sale, while reducing the executive's direct stake, was conducted under a pre-arranged 10b5-1 plan, which typically signals a lack of new, material non-public information influencing the decision. The executive retains substantial equity and RSU holdings. This filing alone does not provide sufficient new information to warrant a change from a 'hold' position, as it represents a routine personal financial management event rather than a strategic corporate action or a signal of significant operational changes.

Keywords

Okta, OKTA, Larissa Schwartz, Insider Sale, Form 4, 10b5-1 Plan, Chief Legal Officer, Stock Transaction, Equity, Restricted Stock Units