Okta (OKTA) officer converts RSUs into shares and withholds 4,382 for taxes

Rhea-AI Filing Summary

Okta, Inc. insider Larissa Schwartz reported routine equity compensation activity involving Restricted Stock Units (RSUs). On June 15, 2026, several RSU awards converted into Class A Common Stock, and part of the resulting shares was withheld to cover tax obligations.

The filing shows three derivative exercises converting a total of 8,609 RSUs into Class A shares, paired with three tax-withholding dispositions totaling 4,382 shares. These F-code transactions reflect shares delivered back to the issuer for taxes rather than open-market sales, and there are no open-market purchases or sales reported in this filing.

Insider Trade Summary

8,609 shares exercised/converted

Mixed 9 txns

Insider Schwartz Larissa

Role See Remarks

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,937	$0.00	--
Exercise	Restricted Stock Units	3,080	$0.00	--
Exercise	Restricted Stock Units	3,592	$0.00	--
Exercise	Class A Common Stock	1,937	$0.00	--
Tax Withholding	Class A Common Stock	986	$0.00	--
Exercise	Class A Common Stock	3,080	$0.00	--
Tax Withholding	Class A Common Stock	1,568	$0.00	--
Exercise	Class A Common Stock	3,592	$0.00	--
Tax Withholding	Class A Common Stock	1,828	$0.00	--

Holdings After Transaction: Restricted Stock Units — 5,810 shares (Direct, null); Class A Common Stock — 25,414 shares (Direct, null)

Footnotes (1)

1. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock. 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. 8.33% 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. 8.33% of the shares underlying the RSU vested 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.

Key Figures

RSUs exercised: 8,609 shares Shares withheld for taxes: 4,382 shares Exercise transactions: 3 transactions +3 more

6 metrics

RSUs exercised 8,609 shares Total RSUs converted into Class A Common Stock on June 15, 2026

Shares withheld for taxes 4,382 shares Total F-code tax-withholding dispositions on June 15, 2026

Exercise transactions 3 transactions Derivative exercises (code M) in transaction summary

Tax-withholding transactions 3 transactions F-code dispositions used to pay exercise price or tax liability

Single RSU to share ratio 1 RSU : 1 share Each RSU represents one share of Class A Common Stock

Initial vesting tranche 8.33% Portion of RSU shares vesting on specified June 15 dates

Key Terms

Restricted Stock Unit ("RSU"), Class A Common Stock, tax-withholding disposition, derivative exercise/conversion, +1 more

5 terms

Restricted Stock Unit ("RSU") financial

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

Class A Common Stock financial

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

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative exercise/conversion financial

"Exercise or conversion of derivative security"

vesting financial

"8.33% of the shares underlying the RSU vested on June 15, 2026, and the remaining shares underlying the RSU shall vest in 11 equal quarterly installments thereafter"

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.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

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)
06/15/2026

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	06/15/2026		M		1,937	A	$0	25,414	D
Class A Common Stock	06/15/2026		F		986	D	$0	24,428	D
Class A Common Stock	06/15/2026		M		3,080	A	$0	27,508	D
Class A Common Stock	06/15/2026		F		1,568	D	$0	25,940	D
Class A Common Stock	06/15/2026		M		3,592	A	$0	29,532	D
Class A Common Stock	06/15/2026		F		1,828	D	$0	27,704	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)	06/15/2026		M			1,937	(2)	(2)	Class A Common Stock	1,937	$0	5,810	D
Restricted Stock Units	(1)	06/15/2026		M			3,080	(3)	(3)	Class A Common Stock	3,080	$0	21,560	D
Restricted Stock Units	(1)	06/15/2026		M			3,592	(4)	(4)	Class A Common Stock	3,592	$0	39,517	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 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.

3. 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.

4. 8.33% of the shares underlying the RSU vested 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.

Remarks:

Chief Legal Officer and Corporate Secretary

	/s/ Nathan Francis, attorney-in-fact of the Reporting Person	06/17/2026
	** 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 transactions did Okta (OKTA) report for Larissa Schwartz?

Okta reported that officer Larissa Schwartz had RSUs convert into Class A Common Stock and some of the resulting shares withheld for taxes. The Form 4 shows only derivative exercises and tax-withholding dispositions, with no open-market stock purchases or sales disclosed.

How many Okta (OKTA) shares were acquired through RSU exercises?

The filing shows RSU exercises converting 8,609 units into Okta Class A Common Stock. These transactions are coded as derivative exercises (code M), meaning previously granted RSUs delivered the same number of common shares as part of Schwartz’s equity compensation package.

How many Okta (OKTA) shares were used to cover taxes in this Form 4?

A total of 4,382 Okta Class A shares were disposed of through tax-withholding transactions. These F-code entries indicate shares were returned to the issuer to satisfy exercise price or tax liabilities, rather than being sold in the open market for cash.

Were there any open-market buys or sells by Larissa Schwartz in Okta (OKTA)?

No open-market buys or sells are shown. All reported transactions are derivative exercises (M code) and tax-withholding dispositions (F code). The data fields confirm no transactions marked as open-market purchases or sales for the reported date.

What do the RSU vesting terms look like for Okta (OKTA) in this filing?

The footnotes state that 8.33% of the shares underlying each RSU award vested on June 15 of 2024, 2025, or 2026, with the remaining shares vesting in 11 equal quarterly installments, subject to continued employment with Okta on each vesting date.

What does one Restricted Stock Unit represent for Okta (OKTA)?

Each Okta Restricted Stock Unit represents the right to receive one share of Okta’s Class A Common Stock. When an RSU vests and is settled, it converts into the same number of common shares, which may then be partly withheld to cover related tax obligations.