Okta (OKTA) officer Schwartz sells 2,463 shares under Rule 10b5-1 plan

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Okta, Inc. executive officer Larissa Schwartz reported an open-market sale of 2,463 shares of Class A common stock at $120.00 per share on June 22, 2026. Following this sale, she directly holds 25,241 shares of Class A common stock.

She also continues to hold multiple grants of Restricted Stock Units, each convertible into Class A common stock, with 39,517, 21,560, and 5,810 underlying shares, respectively. The sale was carried out under a pre-arranged Rule 10b5-1 trading plan adopted on July 3, 2025.

Insights

Routine Rule 10b5-1 sale with substantial remaining equity position.

The filing shows Larissa Schwartz, an officer of Okta, sold 2,463 shares of Class A common stock at $120.00 per share on June 22, 2026. This was an open‑market transaction classified as a sale.

The transaction was executed under a pre‑arranged Rule 10b5‑1 trading plan adopted on July 3, 2025, indicating it was scheduled in advance rather than timed opportunistically. After the sale she still directly holds 25,241 shares and significant unvested RSUs covering 39,517, 21,560, and 5,810 underlying shares of Class A common stock.

This pattern is consistent with routine liquidity diversification while maintaining a meaningful equity stake tied to ongoing vesting, so the informational value of the sale is limited and does not by itself signal a change in the company’s outlook.

Insider Trade Summary 10b5-1

Net Seller: 2,463 shares ($295,560)

Net Sell 4 txns

Insider Schwartz Larissa

Role See Remarks

Sold 2,463 shs ($296K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	2,463	$120.00	$296K
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--

Holdings After Transaction: Class A Common Stock — 25,241 shares (Direct, null); Restricted Stock Units — 5,810 shares (Direct, null)

Footnotes (1)

This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on July 03, 2025. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock. 8.33% of the shares underlying the RSU vested on June 15, 2024, and the remaining shares underlying the RSU shall vest in 11 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date. 8.33% of the shares underlying the RSU vested on June 15, 2025, and the remaining shares underlying the RSU shall vest in 11 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date. 8.33% of the shares underlying the RSU vested on June 15, 2026, and the remaining shares underlying the RSU shall vest in 11 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.

Key Figures

Shares sold: 2,463 shares Sale price: $120.00 per share Shares held after sale: 25,241 shares +3 more

6 metrics

Shares sold 2,463 shares Open-market sale on June 22, 2026

Sale price $120.00 per share Class A common stock transaction

Shares held after sale 25,241 shares Direct Class A common stock holdings post-transaction

RSU underlying shares grant 1 39,517 shares Restricted Stock Units tied to Class A common stock

RSU underlying shares grant 2 21,560 shares Restricted Stock Units tied to Class A common stock

RSU underlying shares grant 3 5,810 shares Restricted Stock Units tied to Class A common stock

Key Terms

Rule 10b5-1 trading plan, Restricted Stock Unit, Class A Common Stock, vesting

4 terms

Rule 10b5-1 trading plan regulatory

"This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

Restricted Stock Unit financial

"Each Restricted Stock Unit ("RSU") represents the right to receive one share"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

Class A Common Stock financial

"receive one share of the Issuer's Class A Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

vesting financial

"8.33% of the shares underlying the RSU vested on June 15, 2024"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/24/2026 - 05:05 PM Accepted by SEC EDGAR 06/24/2026 - 05:04 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Schwartz Larissa

(Last)

(First)

(Middle)

100 FIRST STREET, SUITE 600

(Street)

SAN FRANCISCO

CALIFORNIA

94105

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Okta, Inc. [ OKTA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/22/2026		S⁽¹⁾		2,463	D	$120	25,241	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾							⁽³⁾	⁽³⁾	Class A Common Stock	5,810		5,810	D
Restricted Stock Units	⁽²⁾							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	21,560		21,560	D
Restricted Stock Units	⁽²⁾							⁽⁵⁾	⁽⁵⁾	Class A Common Stock	39,517		39,517	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on July 03, 2025.

2. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

3. 8.33% of the shares underlying the RSU vested on June 15, 2024, and the remaining shares underlying the RSU shall vest in 11 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.

4. 8.33% of the shares underlying the RSU vested on June 15, 2025, and the remaining shares underlying the RSU shall vest in 11 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.

5. 8.33% of the shares underlying the RSU vested on June 15, 2026, and the remaining shares underlying the RSU shall vest in 11 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.

Remarks:

Chief Legal Officer and Corporate Secretary

	/s/ Alexandra Gevirtz, attorney-in-fact of the Reporting Person	06/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Okta (OKTA) report for Larissa Schwartz?

Okta reported that officer Larissa Schwartz sold 2,463 shares of Class A common stock at $120.00 per share. The sale occurred on June 22, 2026 and was disclosed as an open‑market or private transaction under SEC rules.

Was the Okta (OKTA) insider sale by Larissa Schwartz under a Rule 10b5-1 plan?

Yes. The filing states the transaction was effected under a Rule 10b5‑1 trading plan adopted by Larissa Schwartz on July 3, 2025. Such plans pre‑schedule trades, reducing the significance of short‑term market timing for this sale.

How many Okta (OKTA) shares does Larissa Schwartz hold after the reported sale?

After selling 2,463 shares, Larissa Schwartz directly holds 25,241 shares of Okta Class A common stock. This figure reflects her position immediately following the June 22, 2026 transaction disclosed in the Form 4 insider filing.

What Restricted Stock Unit (RSU) awards does Larissa Schwartz have at Okta (OKTA)?

The filing lists three RSU awards for Larissa Schwartz, each tied to Class A common stock. They cover 39,517, 21,560, and 5,810 underlying shares, respectively, and vest in quarterly installments subject to her continued employment with Okta.

How do Larissa Schwartz’s Okta (OKTA) RSUs vest over time?

Each RSU grant vests 8.33% on its initial June 15 vesting date, with the remaining shares vesting in 11 equal quarterly installments. Continued employment at Okta on each vesting date is required for the shares underlying the RSUs to be delivered.

Does the Okta (OKTA) Form 4 indicate a net buying or selling position for Larissa Schwartz?

The summarized activity shows a net sale of 2,463 shares, driven by a single open‑market sale transaction. Other entries in the filing reflect RSU holdings rather than additional purchases or sales of Okta Class A common stock.