Okta (OKTA) officer Larissa Schwartz sells 3,348 Class A shares

Rhea-AI Filing Summary

Okta, Inc. officer Larissa Schwartz reported selling a total of 3,348 shares of Class A Common Stock on September 17, 2025, in two open-market transactions at weighted average prices of $89.8257 and $90.4102 per share.

After these transactions, she directly holds 39,155 shares of Class A Common Stock and 51,844 Restricted Stock Units, each RSU representing the right to receive one share of Class A Common Stock. A filing footnote notes a Rule 10b5-1 trading plan adopted on September 30, 2024.

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.

Insider Trade Summary

Net Seller: 3,348 shares

Net Sell 7 txns

Insider Schwartz Larissa

Role See Remarks

Sold 3,348 shs ($302K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	1,400	$89.8257	$126K
Sale	Class A Common Stock	1,948	$90.4102	$176K
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--

Holdings After Transaction: Class A Common Stock — 39,155 shares (Direct); Restricted Stock Units — 51,844 shares (Direct)

Footnotes (9)

1. F1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 30, 2024.
2. F2. 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. F3. 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. F4. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
5. F5. 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. F6. 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. F7. 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. F8. 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. F9. 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.

Key Figures

First sale shares: 1,400 shares Second sale shares: 1,948 shares Total shares sold: 3,348 shares +2 more

5 metrics

First sale shares 1,400 shares Class A Common Stock sold on 2025-09-17 at a weighted average price of $89.8257

Second sale shares 1,948 shares Class A Common Stock sold on 2025-09-17 at a weighted average price of $90.4102

Total shares sold 3,348 shares Aggregate net-sell direction across reported Class A Common Stock transactions

Post-transaction Class A holdings 39,155 shares Direct Class A Common Stock held by Larissa Schwartz after the reported sales

Restricted Stock Units held 51,844 RSUs Direct RSU position representing the right to receive an equal number of Class A shares

Key Terms

Rule 10b5-1 trading plan, Restricted Stock Unit, weighted average price, vesting, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

Restricted Stock Unit financial

"Each Restricted Stock Unit ("RSU") represents the right to receive one share"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

weighted average price financial

"The reported price in Column 4 is a weighted average price"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

vesting financial

"the shares underlying the RSU vested on June 15, 2023, and the remaining shares"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

continuous employment regulatory

"installments thereafter, subject to the Reporting Person's continuous employment"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 09/19/2025 - 04:53 PM Learn about SEC filing dates

FAQ

What insider sale did Okta (OKTA) disclose for Larissa Schwartz?

Okta reported that officer Larissa Schwartz sold a total of 3,348 shares of Class A Common Stock on September 17, 2025, in two open-market transactions at weighted average prices of $89.8257 and $90.4102 per share, according to the Form 4.

How many Okta (OKTA) shares does Larissa Schwartz hold after the Form 4 sales?

Following the reported transactions, Larissa Schwartz directly holds 39,155 shares of Okta’s Class A Common Stock. She also holds 51,844 Restricted Stock Units, each representing the right to receive one share of Class A Common Stock, based on the Form 4 data.

What prices were received in Larissa Schwartz’s Okta (OKTA) share sales?

The reported weighted average prices were $89.8257 per share for 1,400 shares and $90.4102 per share for 1,948 shares. Footnotes state these amounts reflect multiple trades within narrower price ranges on September 17, 2025.

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

Larissa Schwartz holds 51,844 Restricted Stock Units, each RSU representing the right to receive one share of Okta’s Class A Common Stock. Footnotes describe quarterly vesting schedules contingent on her continuous employment with the company.

Was a Rule 10b5-1 trading plan mentioned in this Okta (OKTA) Form 4?

Yes. A footnote states that a transaction was effected under a Rule 10b5-1 trading plan adopted by Larissa Schwartz on September 30, 2024. Such plans pre-arrange trades, reducing the significance of short-term timing for interpreting insider activity.

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)
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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