Form 4: Okta Officer Larissa Schwartz Reports Stock Transactions

Okta's Chief Legal Officer, Larissa Schwartz, reported multiple acquisitions and dispositions of Class A Common Stock related to RSU vesting and tax withholdings.

Summary

• Larissa Schwartz, Okta's Chief Legal Officer and Corporate Secretary, reported transactions involving Class A Common Stock and Restricted Stock Units (RSUs).
• Transactions occurred on December 15, 2025, and were made pursuant to a Rule 10b5-1(c) plan.
• Acquired a total of 9,885 shares of Class A Common Stock through the vesting and exercise of RSUs (316 + 108 + 4,445 + 1,936 + 3,080).
• Disposed of a total of 4,023 shares of Class A Common Stock for tax withholding purposes (161 + 55 + 2,258 + 984 + 1,565).
• Following these transactions, Larissa Schwartz directly beneficially owns 40,063 shares of Class A Common Stock.
• Remaining derivative securities beneficially owned include 109, 4,446, 9,684, and 27,720 Restricted Stock Units, with various vesting schedules extending into the future, contingent on continuous employment.

Sentiment

Score: 6

Explanation: The filing is a routine disclosure of insider transactions related to equity compensation. The officer continues to hold a substantial stake, and transactions were pre-planned, which are neutral to slightly positive signals. No new material financial or operational information is presented.

Positives

• The officer continues to hold a significant number of shares (40,063 Class A Common Stock) and unvested RSUs (totaling 41,959 RSUs), indicating continued alignment with shareholder interests.
• Transactions were conducted under a Rule 10b5-1 plan, suggesting pre-planned, non-discretionary trades.

Negatives

• Dispositions of shares for tax withholding reduce the officer's direct equity stake, though this is a common and expected practice for RSU vesting.

Risks

• The vesting of remaining RSUs is subject to the reporting person's continuous employment with Okta, Inc.

Future Outlook

The filing details future vesting schedules for remaining Restricted Stock Units, indicating that a significant portion of the officer's equity compensation will vest in quarterly installments, contingent on continuous employment.

Management Comments

• Chief Legal Officer and Corporate Secretary (Larissa Schwartz's role).
• /s/ Nathan Francis, attorney-in-fact of the Reporting Person (Signature).

Industry Context

This is a routine insider transaction filing for an executive receiving equity compensation. It reflects standard practices for public company executives whose compensation often includes Restricted Stock Units that vest over time. The disposition of shares for tax purposes is also a common occurrence upon RSU vesting.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a form of executive compensation is standard practice across the technology industry and publicly traded companies globally, aligning executive incentives with long-term company performance.
• The disposition of shares to cover tax obligations upon RSU vesting is a common and expected practice, often referred to as "sell-to-cover," and is standard across industries.
• Executing transactions under a Rule 10b5-1 plan is a best practice for corporate insiders to avoid accusations of trading on material non-public information, demonstrating adherence to corporate governance standards.

Stakeholder Impact

• Shareholders: The officer's continued equity ownership aligns her interests with shareholders. The routine nature of the transactions suggests no immediate material impact on share price.
• Employees: The vesting schedules tied to continuous employment highlight the company's use of equity compensation to retain key personnel.

Next Steps

• Remaining shares underlying certain RSU grants shall vest in 15 equal quarterly installments after June 15, 2022, subject to continuous employment.
• Remaining shares underlying certain RSU grants shall vest in 11 equal quarterly installments after June 15, 2023, subject to continuous employment.
• Remaining shares underlying certain RSU grants shall vest in 11 equal quarterly installments after June 15, 2024, subject to continuous employment.
• Remaining shares underlying certain RSU grants shall vest in 11 equal quarterly installments after June 15, 2025, subject to continuous employment.

Key Dates

Recommendation

This Form 4 filing details routine, pre-planned insider transactions related to equity compensation. It does not contain new material information regarding the company's financial performance, strategic direction, or operational health that would warrant a change in investment recommendation. The officer's continued significant equity stake is a neutral to slightly positive signal, but insufficient to alter a broader investment thesis. Therefore, a "hold" recommendation is appropriate as this filing alone does not provide a basis for buying or selling.

Keywords

Okta, OKTA, Larissa Schwartz, Form 4, Insider Trading, Stock Transactions, Restricted Stock Units, RSU Vesting, Officer Transactions, Equity Compensation, Rule 10b5-1