Okta (NASDAQ: OKTA) legal chief sells shares and reports RSU awards

Rhea-AI Filing Summary

Okta, Inc. insider Larissa Schwartz, Chief Legal Officer and Corporate Secretary, reported a pre-planned stock sale and updated equity holdings. On January 7, 2026, she sold 1,899 shares of Okta Class A common stock at $90.74 per share under a Rule 10b5-1 trading plan adopted on July 3, 2025. After this transaction, she directly owned 38,164 shares of Class A common stock.

She also reported several Restricted Stock Unit (RSU) awards, each convertible into one share of Class A common stock. These include positions of 109, 4,446, 9,684, and 27,720 RSUs, all held directly. The footnotes explain that portions of these RSUs have already vested on specific June 15 dates from 2022 through 2025, with the remaining units scheduled to vest in equal quarterly installments, subject to her continued employment.

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

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

X

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 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)
01/07/2026

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	01/07/2026		S(1)		1,899	D	$90.74	38,164	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	(2)							(3)	(3)	Class A Common Stock	109		109	D
Restricted Stock Units	(2)							(4)	(4)	Class A Common Stock	4,446		4,446	D
Restricted Stock Units	(2)							(5)	(5)	Class A Common Stock	9,684		9,684	D
Restricted Stock Units	(2)							(6)	(6)	Class A Common Stock	27,720		27,720	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. 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	01/09/2026
	** 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).
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FAQ

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

Okta reported that Larissa Schwartz, Chief Legal Officer and Corporate Secretary, sold 1,899 shares of Class A common stock on January 7, 2026 at a price of $90.74 per share.

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

Yes. The filing states the sale was effected pursuant to a Rule 10b5-1 trading plan adopted by Larissa Schwartz on July 3, 2025, indicating it was pre-arranged.

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

Following the sale, Larissa Schwartz beneficially owned 38,164 shares of Okta Class A common stock directly, according to the filing.

What Restricted Stock Units (RSUs) does Larissa Schwartz hold in Okta (OKTA)?

She reported several RSU awards: positions of 109, 4,446, 9,684, and 27,720 Restricted Stock Units, each representing the right to receive one share of Okta Class A common stock.

How do the Okta (OKTA) RSUs for Larissa Schwartz vest?

The footnotes explain that portions of the RSUs vested on June 15 in 2022, 2023, 2024, and 2025, with the remaining RSU shares vesting in equal quarterly installments thereafter, subject to her continued employment on each vesting date.

What is the role of Larissa Schwartz at Okta (OKTA)?

The remarks identify Larissa Schwartz as Okta's Chief Legal Officer and Corporate Secretary, and the Form 4 is filed for her as an officer of the company.