Okta (OKTA) awards 43,109 RSUs to executive Larissa Schwartz

Rhea-AI Filing Summary

Schwartz Larissa reported acquisition or exercise transactions in this Form 4 filing.

Okta, Inc. reported that officer Larissa Schwartz received a grant of 43,109 Restricted Stock Units (RSUs) on Class A Common Stock. Each RSU represents one share of Class A Common Stock.

According to the vesting schedule, 8.33% of the shares underlying this RSU grant will vest on June 15, 2026, with the remaining shares vesting in 11 equal quarterly installments thereafter, contingent on her continued employment. The filing also shows other outstanding RSU awards covering 7,747 and 24,640 underlying shares, and a direct holding of 61,202 shares of 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

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).

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 CALIFORNIA 94105

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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								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)	03/19/2026		A		43,109		(2)	(2)	Class A Common Stock	43,109	$0	43,109	D
Restricted Stock Units	(1)							(3)	(3)	Class A Common Stock	7,747		7,747	D
Restricted Stock Units	(1)							(4)	(4)	Class A Common Stock	24,640		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. 8.33% of the shares underlying the RSU shall vest on June 15, 2026, 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.

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	03/23/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

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

Okta reported that officer Larissa Schwartz received a grant of 43,109 Restricted Stock Units on Class A Common Stock. These RSUs are part of her equity compensation and do not reflect an open-market share purchase or sale.

How do the new RSUs for Okta (OKTA) vest for Larissa Schwartz?

The new 43,109 RSUs vest over time. 8.33% of the shares vest on June 15, 2026, and the remaining shares vest in 11 equal quarterly installments, subject to her continued employment with Okta on each vesting date.

What does each RSU granted to Larissa Schwartz by Okta (OKTA) represent?

Each Restricted Stock Unit granted to Larissa Schwartz represents the right to receive one share of Okta’s Class A Common Stock. Shares are actually delivered only as the RSUs vest under the specified schedule in the award terms.

What other RSU awards does Larissa Schwartz hold at Okta (OKTA)?

Besides the new grant, the filing shows RSU awards tied to 7,747 and 24,640 underlying Class A shares. Footnotes state that 8.33% of these awards vested on June 15, 2024 and June 15, 2025, with remaining shares vesting quarterly thereafter.

How many Okta (OKTA) common shares does Larissa Schwartz directly hold?

The Form 4 indicates that Larissa Schwartz directly holds 61,202 shares of Okta Class A Common Stock following the reported transactions. This figure is separate from her unvested RSUs, which convert into shares only as they vest over time.

Is the Okta (OKTA) Form 4 for Larissa Schwartz a stock sale or a compensation grant?

The Form 4 reflects a compensation grant of 43,109 RSUs to Larissa Schwartz, coded as an award acquisition. It does not report any open-market purchases or sales of Okta Class A Common Stock by the officer.