Okta (OKTA) officer exercises RSUs, 27,792 shares withheld for taxes

Rhea-AI Filing Summary

Okta, Inc. officer Larissa Schwartz reported multiple equity compensation transactions involving Restricted Stock Units (RSUs) that each convert into one share of Class A Common Stock. On March 15, 2026, she exercised RSUs covering 9,572 shares of Class A stock at a conversion price of $0.00 per share.

In connection with these vestings, a total of 27,792 shares of Class A Common Stock were disposed of to satisfy tax obligations, using share withholding rather than open‑market sales. After all exercises and tax withholdings, she directly holds 61,202 shares of Okta Class A Common Stock.

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

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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).

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)
03/15/2026

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	03/15/2026		F		22,919	D	$0	56,503	D
Class A Common Stock	03/15/2026		M		109	A	$0	56,612	D
Class A Common Stock	03/15/2026		F		56	D	$0	56,556	D
Class A Common Stock	03/15/2026		M		4,446	A	$0	61,002	D
Class A Common Stock	03/15/2026		F		2,263	D	$0	58,739	D
Class A Common Stock	03/15/2026		M		1,937	A	$0	60,676	D
Class A Common Stock	03/15/2026		F		986	D	$0	59,690	D
Class A Common Stock	03/15/2026		M		3,080	A	$0	62,770	D
Class A Common Stock	03/15/2026		F		1,568	D	$0	61,202	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)	03/15/2026		M			109	(2)	(2)	Class A Common Stock	109	$0	0	D
Restricted Stock Units	(1)	03/15/2026		M			4,446	(2)	(2)	Class A Common Stock	4,446	$0	0	D
Restricted Stock Units	(1)	03/15/2026		M			1,937	(3)	(3)	Class A Common Stock	1,937	$0	7,747	D
Restricted Stock Units	(1)	03/15/2026		M			3,080	(4)	(4)	Class A Common Stock	3,080	$0	24,640	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. The shares underlying the RSU fully vested on March 15, 2026.

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.

Remarks:

Chief Legal Officer and Corporate Secretary

	/s/ Nathan Francis, attorney-in-fact of the Reporting Person	03/17/2026
	** 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).
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FAQ

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

Larissa Schwartz reported RSU-related transactions that converted 9,572 Restricted Stock Units into Okta Class A Common Stock. These were routine equity compensation events tied to vesting, not open-market purchases or sales, and occurred on March 15, 2026.

How many Okta shares were withheld for taxes in Larissa Schwartz’s Form 4?

The Form 4 shows 27,792 shares of Okta Class A Common Stock were disposed of through tax withholding. These F-code transactions represent shares surrendered to cover tax obligations on vesting, not discretionary open-market sales by the insider.

How many Okta shares does Larissa Schwartz hold after these transactions?

After the reported RSU exercises and tax-withholding dispositions, Larissa Schwartz directly holds 61,202 shares of Okta Class A Common Stock. This figure reflects her updated ownership position following the March 15, 2026 compensation-related transactions.

Were there any open-market buys or sells by Larissa Schwartz in this Okta filing?

The transactions consist of RSU exercises (code M) and tax-withholding dispositions (code F) only. There are no open-market purchase (P) or sale (S) transactions reported, indicating these are primarily compensation and tax-related events.

What do the RSU vesting footnotes indicate for Okta (OKTA)?

The footnotes state each RSU equals one share of Class A Common Stock. Some RSU grants fully vested on March 15, 2026, while others began vesting at 8.33% on specified June dates, with remaining shares vesting in 11 equal quarterly installments, subject to continued employment.