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

Okta's Chief Legal Officer, Larissa Schwartz, sold 1,836 shares of Class A Common Stock for approximately $79.89 per share under a pre-arranged trading plan.

Summary

• Larissa Schwartz, Okta, Inc.'s Chief Legal Officer and Corporate Secretary, reported a sale of 1,836 shares of Class A Common Stock.
• The transaction occurred on March 10, 2026, at a weighted average price of $79.8935 per share, with individual sales ranging from $79.75 to $80.00.
• This sale was executed pursuant to a Rule 10b5-1 trading plan adopted by Ms. Schwartz on July 3, 2025.
• Following the transaction, Ms. Schwartz beneficially owns 79,422 shares of Class A Common Stock, which includes 44,930 Performance Stock Units (PSUs).
• Ms. Schwartz also holds various Restricted Stock Units (RSUs) representing rights to Class A Common Stock, with vesting schedules extending through future quarterly installments.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event. The sale was pre-scheduled under a 10b5-1 plan, which mitigates the negative signal often associated with insider selling, indicating a planned financial management action rather than a reaction to new information.

Positives

• The sale was conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a planned financial management action rather than a reaction to new, non-public information.

Negatives

• The transaction represents a reduction in direct insider ownership of Okta's Class A Common Stock.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that insider sales executed under Rule 10b5-1 trading plans are a common practice among corporate executives. These plans allow insiders to sell a predetermined number of shares at a predetermined time or price, providing a legal framework to manage personal finances and diversify holdings while avoiding accusations of trading on material non-public information. Such transactions are generally viewed as routine and less indicative of management's sentiment about the company's future than unscheduled sales.

Stakeholder Impact

• Shareholders: A minor reduction in insider ownership, but the pre-planned nature of the sale under a 10b5-1 plan suggests it is not based on new material information, thus limiting direct impact.

Next Steps

• Remaining shares underlying various Restricted Stock Units (RSUs) will continue to vest in equal quarterly installments, subject to the Reporting Person's continuous employment with Okta.

Key Dates

Recommendation

The sale by Okta's Chief Legal Officer was executed under a pre-arranged Rule 10b5-1 trading plan, indicating a scheduled personal financial management decision rather than a reaction to new material non-public information. This type of transaction is generally considered neutral and does not typically signal a fundamental change in the company's prospects that would warrant an immediate change in investment recommendation.

Keywords

Okta, OKTA, insider trading, Form 4, stock sale, executive compensation, 10b5-1 plan, Larissa Schwartz