Okta (OKTA) legal chief sells 1,836 shares under Rule 10b5-1 plan

Rhea-AI Filing Summary

Okta, Inc. insider Larissa Schwartz, the Chief Legal Officer and Corporate Secretary, reported a planned share sale. On 02/06/2026, she sold 1,836 shares of Class A Common Stock at $83.47 per share under a Rule 10b5-1 trading plan adopted on July 03, 2025, leaving 36,328 shares of common stock directly owned.

She also reported multiple outstanding Restricted Stock Unit awards, each RSU representing one share of Class A Common Stock. These RSUs, totaling several grants with different vesting schedules beginning on June 15, 2022, June 15, 2023, June 15, 2024, and June 15, 2025, continue to vest in equal quarterly installments subject to her continued employment.

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)
02/06/2026

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	02/06/2026		S(1)		1,836	D	$83.47	36,328	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	109		109	D
Restricted Stock Units	(2)							(4)	(4)	Class A Common Stock	4,446		4,446	D
Restricted Stock Units	(2)							(5)	(5)	Class A Common Stock	9,684		9,684	D
Restricted Stock Units	(2)							(6)	(6)	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. 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 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.

4. 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.

5. 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.

6. 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	02/10/2026
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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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. The transaction occurred on February 6, 2026 at a price of $83.47 per share, and was executed under a pre-arranged Rule 10b5-1 trading plan adopted on July 3, 2025.

How many Okta shares does Larissa Schwartz hold after this Form 4 sale?

After selling 1,836 shares, Larissa Schwartz directly holds 36,328 shares of Okta Class A Common Stock. This figure is reported as the amount of securities beneficially owned following the transaction dated February 6, 2026 in the Form 4 filing.

Was the Okta (OKTA) insider sale by Larissa Schwartz pre-planned?

Yes. The filing states the sale was effected pursuant to a Rule 10b5-1 trading plan adopted by Larissa Schwartz on July 3, 2025. Such plans allow insiders to schedule trades in advance, helping separate trading decisions from later market-sensitive information.

What is Larissa Schwartz’s role at Okta (OKTA) according to this Form 4?

Larissa Schwartz is identified as an officer of Okta, serving as Chief Legal Officer and Corporate Secretary. The Form 4 confirms her officer status and reports her beneficial ownership and transactions in Okta’s Class A Common Stock and related equity awards.

What Restricted Stock Units (RSUs) are reported for Larissa Schwartz at Okta?

The Form 4 lists several RSU grants, each RSU representing one share of Okta Class A Common Stock. Reported holdings include awards with 109, 4,446, 9,684, and 27,720 underlying shares, all held directly, with vesting continuing in equal quarterly installments subject to ongoing employment.

How do Larissa Schwartz’s Okta RSUs vest over time?

The filing explains that portions of the RSUs vested on June 15 of 2022, 2023, 2024, and 2025. The remaining shares from each grant vest in equal quarterly installments thereafter, contingent on her continuous employment with Okta on each applicable vesting date.