Okta (OKTA) officer logs 1,836-share sale under Rule 10b5-1 plan

Rhea-AI Filing Summary

Okta, Inc. officer Larissa Schwartz reported an open-market sale of 1,836 shares of Class A common stock at a weighted average price of $79.8935 per share, in transactions ranging from $79.75 to $80.00 per share, on March 10, 2026.

The sale was executed under a pre-arranged Rule 10b5-1 trading plan adopted on July 3, 2025. After the sale, Schwartz directly holds 79,422 shares of Class A common stock, along with multiple restricted stock unit and performance stock unit awards that each entitle her to receive one Okta Class A share upon vesting.

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).

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)
03/10/2026

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	03/10/2026		S(1)		1,836	D	$79.8935(2)	79,422(3)	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	(4)							(5)	(5)	Class A Common Stock	109		109	D
Restricted Stock Units	(4)							(6)	(6)	Class A Common Stock	4,446		4,446	D
Restricted Stock Units	(4)							(7)	(7)	Class A Common Stock	9,684		9,684	D
Restricted Stock Units	(4)							(8)	(8)	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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.75 to $80.00 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. Includes 44,930 Performance Stock Units ("PSUs"), with each PSU representing the right to receive one share of the Issuer's Class A Common Stock.

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

5. 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.

6. 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.

7. 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. 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	03/12/2026
	** Signature of Reporting Person	Date
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FAQ

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

Larissa Schwartz reported selling 1,836 shares of Okta Class A common stock in open-market transactions. The weighted average sale price was $79.8935 per share, with individual trades executed between $79.75 and $80.00 per share on March 10, 2026, according to the Form 4.

At what price did the Okta (OKTA) insider shares sell and over what range?

The reported weighted average sale price was $79.8935 per share. The Form 4 notes that the 1,836 shares were sold in multiple transactions at prices ranging from $79.75 to $80.00 per share, and the insider has committed to provide detailed breakdowns upon request.

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

After the reported sale, Larissa Schwartz directly holds 79,422 shares of Okta Class A common stock. In addition, she has outstanding restricted stock units and performance stock units, each representing the right to receive one Okta Class A share upon vesting under their respective award schedules.

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

Yes. A footnote states the transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by Larissa Schwartz on July 3, 2025. Such plans are pre-arranged trading programs that allow insiders to sell shares according to preset instructions over time.

What equity awards does Larissa Schwartz hold in Okta (OKTA) besides common shares?

She holds performance stock units and several tranches of restricted stock units, each convertible into one Okta Class A share. Footnotes describe RSU grants with portions that vested on June 15 in 2022, 2023, 2024, and 2025, with remaining shares vesting in equal quarterly installments.

How do the restricted stock units for Okta (OKTA) vest for Larissa Schwartz?

Footnotes explain that certain RSU awards initially vested between 6.25% and 8.33% on June 15 of various years. The remaining RSU shares then vest in equal quarterly installments over 11 or 15 quarters, contingent on her continuous employment with Okta on each vesting date.