[Form 4] Okta, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Okta Chief Legal Officer and Corporate Secretary Larissa Schwartz reported sales of Class A common stock on 09/17/2025 executed pursuant to a Rule 10b5-1 trading plan adopted on 09/30/2024. The filing shows two dispositions: 1,400 shares sold at a weighted average of $89.8257 and 1,948 shares sold at a weighted average of $90.4102, for a total of 3,348 shares sold. Remaining reported direct holdings after the transactions are shown as 41,103 and 39,155 shares in the respective table lines. The filing also discloses outstanding restricted stock units (RSUs) that vest on scheduled quarterly installments, with specific tranche sizes and vesting schedules noted.

Positive

• Transactions executed under Rule 10b5-1, indicating pre-planned, compliant insider trading
• Weighted-average sale prices disclosed with commitment to provide per-trade details upon request
• Detailed RSU vesting schedules provided showing transparency about future equity dilution

Negative

• Insider sold 3,348 shares which reduced direct holdings (reported post-transaction counts: 41,103 and 39,155)
• Sales included multiple price points, requiring further breakdown for precise per-trade analysis (footnotes indicate ranges)

Insights

Financial Analyst

TL;DR: Routine insider sales executed under a pre-existing 10b5-1 plan; transaction sizes are modest relative to typical company float.

The Form 4 documents two separate dispositions totaling 3,348 Class A shares executed on 09/17/2025 under a 10b5-1 plan adopted 09/30/2024. The filing provides weighted average sale prices of $89.8257 and $90.4102. These are disclosed sales, not option exercises, and the report includes the Reporting Person's remaining direct share counts and multiple RSU tranches with staged vesting. From an analytics perspective, this is a transparent, rule-compliant insider sale rather than an opportunistic or unexplained disposal.

Corporate Governance Expert

TL;DR: Disclosure aligns with best practices: 10b5-1 plan noted and vesting schedules provided.

The Form 4 explicitly states the sales were effected pursuant to a Rule 10b5-1 trading plan and includes detailed footnotes on weighted average prices and vesting schedules for RSUs. Signature is by an attorney-in-fact, with the Reporting Person's title (Chief Legal Officer and Corporate Secretary) provided in remarks. Documentation appears complete for Section 16 reporting standards, meeting transparency expectations for insider transactions.

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)
09/17/2025

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	09/17/2025		S(1)		1,400	D	$89.8257(2)	41,103	D
Class A Common Stock	09/17/2025		S(1)		1,948	D	$90.4102(3)	39,155	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	316		316	D
Restricted Stock Units	(4)							(6)	(6)	Class A Common Stock	217		217	D
Restricted Stock Units	(4)							(7)	(7)	Class A Common Stock	8,891		8,891	D
Restricted Stock Units	(4)							(8)	(8)	Class A Common Stock	11,620		11,620	D
Restricted Stock Units	(4)							(9)	(9)	Class A Common Stock	30,800		30,800	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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.08 to $90.07 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 (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.09 to $91.02 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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 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.

6. 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.

7. 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.

8. 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.

9. 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	09/19/2025
	** 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

What did Larissa Schwartz sell on 09/17/2025 according to the OKTA Form 4?

She sold 1,400 and 1,948 shares of Class A common stock (total 3,348 shares) on 09/17/2025, as reported on the Form 4.

Were the OKTA sales part of a Rule 10b5-1 plan?

Yes; the Form 4 states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on 09/30/2024.

What prices were reported for the shares sold in the OKTA Form 4?

Weighted average prices were $89.8257 and $90.4102; footnotes state the shares were sold at prices within specified ranges.

What is Larissa Schwartz's role at Okta per the filing?

Chief Legal Officer and Corporate Secretary is listed in the remarks section of the Form 4.

Does the Form 4 disclose remaining equity and RSU holdings for the reporting person?

Yes; it reports remaining direct share counts (41,103 and 39,155 in table lines) and multiple RSU tranches totaling specific amounts with quarterly vesting schedules.