[Form 4] Okta, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Okta, Inc. (OKTA) – Form 4 insider filing dated 06/20/2025

The filing reports two open-market sales of Okta Class A common stock by Chief Legal Officer & Corporate Secretary Larissa Schwartz executed under a Rule 10b5-1 trading plan adopted on 09/30/2024.

• 06/17/2025: 1,105 shares sold at an average price of $98.50.
• 06/20/2025: 2,244 shares sold at an average price of $100.00.

After the transactions Ms. Schwartz directly owns 23,640 Class A shares.

Remaining equity awards (no new derivative transactions reported):

• Restricted Stock Units (RSUs): 61,730 units across five grant schedules, each vesting quarterly and contingent on continued employment.
• Fully-vested employee stock options: 9,000 Class B shares at $8.73 (exp. 06/01/2026) and 5,000 Class B shares at $11.36 (exp. 03/05/2027).

No purchases, option exercises, or new grants were disclosed.

Context for investors: The aggregate sale of 3,349 shares represents a portion of Ms. Schwartz’s holdings; she retains substantial equity through direct ownership, RSUs, and fully-vested options. The filing is informational and does not indicate company-level operational or financial changes.

Positive

• Insider retains 23,640 Class A shares plus 61,730 RSUs and 14,000 fully-vested options, maintaining alignment with shareholders.
• Transactions executed under a pre-established Rule 10b5-1 plan, demonstrating adherence to governance best practices.

Negative

• Sale of 3,349 shares valued at roughly $335k may be viewed as a modest insider divestiture.

Insights

Financial Analyst

TL;DR: Routine 3,349-share sale under 10b5-1 plan; insider retains sizeable equity, limited market impact.

The reported sale totals roughly $335k before tax and represents a modest fraction of Schwartz’s direct and derivative holdings. The use of a pre-scheduled 10b5-1 plan mitigates concerns about opportunistic timing. No other transactions—such as option exercises or RSU conversions—were recorded, indicating the action is likely for personal liquidity rather than signaling on fundamentals. Given Okta’s ~165 m diluted share count, the trade is immaterial at the corporate level.

Corporate Governance Expert

TL;DR: Insider sale disclosed transparently; governance practices intact, neutral signal.

The filing follows Section 16 requirements and highlights adherence to insider-trading safeguards via a documented 10b5-1 plan. Continued vesting schedules align management incentives with shareholders over multiple years. No red flags—such as accelerated vesting or large percentage disposals—are evident. Overall governance interpretation is neutral.

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).

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)
06/17/2025

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	06/17/2025		S(1)		1,105	D	$98.5	25,884	D
Class A Common Stock	06/20/2025		S(1)		2,244	D	$100	23,640	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	632		632	D
Restricted Stock Units	(2)							(4)	(4)	Class A Common Stock	325		325	D
Restricted Stock Units	(2)							(5)	(5)	Class A Common Stock	13,336		13,336	D
Restricted Stock Units	(2)							(6)	(6)	Class A Common Stock	13,557		13,557	D
Restricted Stock Units	(2)							(7)	(7)	Class A Common Stock	33,880		33,880	D
Employee Stock Option (Right to Buy)	$8.73							(8)	06/01/2026	Class B Common Stock	9,000		9,000	D
Employee Stock Option (Right to Buy)	$11.36							(8)	03/05/2027	Class B Common Stock	5,000		5,000	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 30, 2024.

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 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.

4. 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.

5. 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.

6. 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.

7. 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. The shares subject to the option are fully vested and exercisable by the Reporting Person.

Remarks:

Chief Legal Officer and Corporate Secretary

	/s/ Alan Smith, attorney-in-fact of the Reporting Person	06/20/2025
	** 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.
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FAQ

How many Okta (OKTA) shares did Larissa Schwartz sell?

She sold 3,349 Class A shares over two transactions on 06/17/2025 and 06/20/2025.

What prices were the OKTA shares sold for?

The shares were sold at $98.50 and $100.00, respectively.

Does the insider still own Okta shares after the sale?

Yes, Ms. Schwartz owns 23,640 Class A shares plus substantial RSUs and options.

Was the sale part of a Rule 10b5-1 trading plan?

Yes, the filing states the transactions were executed under a 10b5-1 plan adopted on 09/30/2024.

Were any options exercised or RSUs converted in this filing?

No. The filing only reports open-market sales; no option exercises or RSU settlements occurred.