Will any Okta named executive officer make an open-market stock purchase by July 2026?
Current Prediction
Why This Question Matters
GOVERNANCE_ALIGNMENT is MIXED, with a strong minority position of MISALIGNED. Zero open-market purchases by any of 9 insiders across 20 Form 4 filings creates a clear say/do disconnect: management describes a generational AI opportunity while selling 100% of new compensation. Any voluntary purchase, particularly by the CEO or CFO, would represent a meaningful signal shift toward ALIGNED. Continued universal selling would maintain the governance concern and support the minority MISALIGNED position.
Prediction Distribution
Individual Predictions(9 runs)
The base rate for SaaS executive open-market purchases is extremely low — insiders receive substantial equity through RSU grants and rarely supplement with discretionary purchases. All 5 Okta NEOs maintain active 10b5-1 selling plans that dispose of all or nearly all net RSU vestings, and there have been zero open-market purchases across all 9 insiders in 20 Form 4 filings over 4+ months. The CEO's plan sells 100% of new compensation. For a purchase to occur, an NEO would need to either pause their 10b5-1 plan or make a supplemental discretionary purchase — both require a strong conviction catalyst. At ~$88/share with ~26x non-GAAP P/E, the stock does not present a distressed bargain that typically motivates insider purchases. The 5-month observation window is relatively short.
The analysis facts paint a picture of systematic insider selling, not buying. Every NEO has a 10b5-1 plan disposing of all or nearly all net vestings — this is a deliberate, voluntary choice. The say/do disconnect is stark: management describes a generational AI opportunity while reducing their personal economic exposure. For an open-market purchase to occur in the next 5 months, something would need to fundamentally shift: either a significant stock price decline creating a perceived bargain, a major positive catalyst like a transformative deal, or a board directive to improve optics. None of these are visible in the current analysis. The minority MISALIGNED position in the committee debate actually reinforces the NO case — if insiders genuinely do not expect material appreciation, they have no incentive to purchase. The $1B buyback authorization provides corporate cover without requiring personal capital commitment.
I assign slightly higher probability than pure base rate because of two tail scenarios. First, the improving board governance (4 new directors, dual-class unwinding) could theoretically prompt a new board member or NEO to make a symbolic purchase to signal commitment — new directors sometimes do this within their first year. Second, if Okta's stock declines materially (e.g., 20%+ drop on earnings miss), the perceived bargain could motivate a discretionary purchase, especially given the board just authorized a $1B buyback signaling the company considers shares undervalued. However, the 4+ months of pure selling with zero purchases is a very strong prior. The committee's MIXED classification captures this tension — structural governance improvements exist but economic behavior is uniformly bearish. The unresolved MIXED vs. MISALIGNED debate does not affect the probability of a purchase occurring; it affects interpretation if one does occur.
This is straightforward. Zero purchases across all insiders over 4+ months, all NEOs selling everything through 10b5-1 plans, and SaaS insider purchases are already rare events. The question specifically requires a named executive officer — not just any insider — which further narrows the pool. At $88/share, a meaningful signal purchase would cost $100K+, and these executives are already reducing exposure. The 5-month window provides limited opportunity for a fundamental change in behavior. There is no catalyst in the analysis facts that would trigger a purchase.
The data is unambiguous: 20 Form 4 filings, zero purchases, universal 10b5-1 selling. The question asks about NEOs specifically — CEO, CFO, COO, CLO, CAO — all five of whom are on record selling. The CFO retains 144,385 vested shares (~$13M) which shows some level of ongoing exposure, but retention of existing holdings is very different from making a new discretionary purchase. The buyback-while-selling pattern actually makes a purchase less likely, not more — the company has provided a corporate mechanism to support the stock, removing any pressure on individuals to do so. I give a small non-zero probability for an unexpected event like a new NEO appointment who makes an initial commitment purchase, or a dramatic stock decline triggering a confidence purchase.
The question requires transaction code 'P' on Form 4 by a named executive officer — a very specific, discretionary action. The analysis establishes that all current NEOs have chosen the opposite behavior: selling via 10b5-1. For a purchase to happen, an executive would need to step outside their established selling program and deploy personal capital. At ~26x non-GAAP P/E, Okta is not priced at distress levels that historically trigger insider purchases. The 25% SBC as percentage of revenue means these executives receive generous equity compensation, further reducing any motivation to buy on the open market. The committee's cross-lens finding that both Fugazi Filter and Insider Investigator independently arrived at MIXED governance alignment through different evidence paths reinforces the systematic nature of this selling behavior.
Zero purchases in 4+ months across all insiders. All NEOs selling via 10b5-1 plans. SaaS insider purchases are rare. No bargain catalyst at $88/share. Very likely resolves NO.
Base rate for SaaS exec open-market purchases is very low. Current behavior is uniformly selling. 5-month window is short. Only scenario for YES is a dramatic stock decline or new NEO making symbolic purchase. Assigning low single-digit probability.
20 Form 4 filings with zero purchases is the key fact. CEO sells 100% of vestings. No insider is accumulating. $1B buyback replaces need for individual purchases. Resolution requires specific Form 4 code 'P' — very unlikely given current trajectory.
Resolution Criteria
Resolves YES if any Okta named executive officer (as listed in the most recent DEF 14A proxy statement) makes an open-market purchase of Okta common stock between February 23, 2026 and July 31, 2026, as disclosed in SEC Form 4 filings. Purchases through 10b5-1 plans, RSU vestings, option exercises, or gift transactions do not qualify — only discretionary open-market purchases (transaction code 'P' on Form 4). Resolves NO if no qualifying open-market purchase is filed by any named executive officer by July 31, 2026.
Resolution Source
SEC EDGAR Form 4 filings for Okta, Inc. (CIK 0001660134)
Source Trigger
Any insider open-market purchase
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