[Form 4] Okta, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Okta insider Larissa Schwartz, Chief Legal Officer and Corporate Secretary, reported multiple transactions on 09/15/2025 affecting Class A common stock and related restricted stock units (RSUs). The filing shows a mix of acquisitions (vesting RSUs) and dispositions (sales or transfers) that changed her direct beneficial ownership across several line items, with ending holdings reported in ranges from 37,795 to 44,068 shares on different lines and 316 to 30,800 underlying RSU counts in Table II. Vesting schedules described indicate initial tranche vesting dates and subsequent quarterly vesting subject to continued employment.

Positive

• RSU vesting documented with clear schedules showing initial vesting percentages and subsequent quarterly installments, demonstrating transparency in compensation realization
• Comprehensive disclosure of multiple transactions on a single filing date with ending beneficial ownership numbers provided

Negative

• Reported dispositions on the same date as vesting, which reduce direct holdings reported following the transactions

Insights

Securities Analyst

TL;DR: Insider reported mixed vesting and dispositions on 09/15/2025; changes reflect scheduled RSU vesting and related transactions, not new grants.

The Form 4 details multiple RSU vesting events and corresponding transactions that altered direct holdings. Several RSU tranches show initial vesting percentages and ongoing quarterly vesting provisions, indicating pre-existing awards releasing over time. Reported dispositions are recorded alongside acquisitions (vests) with zero exercise prices, consistent with RSU settlement. The activity is procedural and tied to compensation vesting mechanics rather than open-market purchases.

Corporate Governance Expert

TL;DR: Corporate insider activity reflects routine compensation vesting and periodic dispositions; governance disclosure appears complete.

The filing includes explanatory remarks describing vesting schedules (initial vesting percentages and subsequent quarterly installments) and identifies the reporting person and role. Transactions are reported for a single reporting person with an attorney-in-fact signature, and the Form 4 lists both acquisitions from RSU vesting and contemporaneous dispositions. Disclosures include sufficient vesting detail and satisfy Section 16 reporting format requirements.

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).

1. Name and Address of Reporting Person^*

Schwartz Larissa

(Last) (First) (Middle)

100 FIRST STREET, SUITE 600

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/15/2025		M		316	A	$0	37,956	D
Class A Common Stock	09/15/2025		F		161	D	$0	37,795	D
Class A Common Stock	09/15/2025		M		108	A	$0	37,903	D
Class A Common Stock	09/15/2025		F		55	D	$0	37,848	D
Class A Common Stock	09/15/2025		M		4,445	A	$0	42,293	D
Class A Common Stock	09/15/2025		F		2,258	D	$0	40,035	D
Class A Common Stock	09/15/2025		M		1,937	A	$0	41,972	D
Class A Common Stock	09/15/2025		F		984	D	$0	40,988	D
Class A Common Stock	09/15/2025		M		3,080	A	$0	44,068	D
Class A Common Stock	09/15/2025		F		1,565	D	$0	42,503	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	09/15/2025		M			316	(2)	(2)	Class A Common Stock	316	$0	316	D
Restricted Stock Units	(1)	09/15/2025		M			108	(3)	(3)	Class A Common Stock	108	$0	217	D
Restricted Stock Units	(1)	09/15/2025		M			4,445	(4)	(4)	Class A Common Stock	4,445	$0	8,891	D
Restricted Stock Units	(1)	09/15/2025		M			1,937	(5)	(5)	Class A Common Stock	1,937	$0	11,620	D
Restricted Stock Units	(1)	09/15/2025		M			3,080	(6)	(6)	Class A Common Stock	3,080	$0	30,800	D

Explanation of Responses:

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

2. 6.25% of the shares underlying the RSU vested on March 15, 2022, and the remaining shares underlying the RSU shall vest in 15 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.

3. 6.25% of the shares underlying the RSU vested on June 15, 2022, and the remaining shares underlying the RSU shall vest in 15 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, 2023, 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, 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.

6. 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.

Remarks:

Chief Legal Officer and Corporate Secretary

	/s/ Nathan Francis, attorney-in-fact of the Reporting Person	09/17/2025
	** 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.

FAQ

What transactions did Larissa Schwartz report on Form 4 for OKTA?

The Form 4 reports multiple transactions on 09/15/2025 including RSU vesting (acquisitions) and corresponding dispositions affecting Class A common stock and RSU-derived shares.

How many shares did the Form 4 show as beneficially owned after the transactions?

The filing shows line-item post-transaction holdings ranging from 37,795 to 44,068 shares for Class A common stock across reported lines and RSU-derived share counts up to 30,800 in Table II.

Do the transactions include new stock option exercises or cash purchases?

No. The transactions are RSU vesting events and dispositions; prices are reported as $0, consistent with RSU settlements rather than option exercises or cash purchases.

What vesting schedules are described in the filing?

The filing describes initial tranche vesting percentages (e.g., 6.25% or 8.33%) on specified dates followed by remaining shares vesting in equal quarterly installments, subject to continued employment.

Who signed the Form 4?

The Form 4 was signed by Nathan Francis, attorney-in-fact for the reporting person, dated 09/17/2025.