STOCK TITAN

Okta (OKTA) officer Larissa Schwartz sells 6,377 shares under 10b5-1 plan

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Okta, Inc. officer Larissa Schwartz reported open-market sales of a total of 6,377 shares of Class A Common Stock. She sold 2,993 shares at a weighted average price of $76.7263, 2,330 shares at $77.4957, and 1,054 shares at $80.00 per share.

After these sales, she directly holds 48,448 shares of Class A Common Stock. She also holds Restricted Stock Units representing rights to receive 43,109, 24,640 and 7,747 shares of Class A Common Stock, which vest in quarterly installments. The transactions were conducted under a pre-arranged Rule 10b5-1 trading plan.

Positive

  • None.

Negative

  • None.

Insights

Routine planned sales under a 10b5-1 plan with sizable remaining holdings.

Okta officer Larissa Schwartz sold a net 6,377 shares of Class A Common Stock in open-market transactions at prices around $76.73, $77.50, and $80.00. These sales were executed pursuant to a pre-established Rule 10b5-1 trading plan, indicating they were pre-scheduled rather than opportunistic.

Following the trades, she directly owns 48,448 shares and holds multiple RSU awards covering 43,109, 24,640, and 7,747 underlying shares at an exercise price of $0.0000. RSUs vest in quarterly installments beginning on June 15, 2024, June 15, 2025, and June 15, 2026, subject to continued employment, showing ongoing equity exposure.

The transaction scale is modest relative to her visible equity stake and appears as routine liquidity management linked to compensation, rather than a large directional shift. The 10b5-1 structure further supports interpreting the timing as pre-planned, with future vesting schedules continuing to add to potential equity ownership.

Insider Schwartz Larissa
Role See Remarks
Sold 6,377 shs ($495K)
Type Security Shares Price Value
Sale Class A Common Stock 1,054 $80.00 $84K
Sale Class A Common Stock 2,993 $76.7263 $230K
Sale Class A Common Stock 2,330 $77.4957 $181K
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
Holdings After Transaction: Class A Common Stock — 48,448 shares (Direct, null); Restricted Stock Units — 7,747 shares (Direct, null)
Footnotes (1)
  1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on July 03, 2025. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.15 to $77.13 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.15 to $78.00 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. 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 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.
Total shares sold 6,377 shares Net open-market sales reported in this Form 4
Sale tranche 1 2,993 shares at $76.7263 Class A Common Stock open-market sale
Sale tranche 2 2,330 shares at $77.4957 Class A Common Stock open-market sale
Sale tranche 3 1,054 shares at $80.00 Class A Common Stock open-market sale
Shares owned after 48,448 shares Direct Class A Common Stock holdings post-transaction
RSU underlying shares 1 43,109 shares Restricted Stock Units, $0.0000 exercise price
RSU underlying shares 2 24,640 shares Restricted Stock Units, $0.0000 exercise price
RSU underlying shares 3 7,747 shares Restricted Stock Units, $0.0000 exercise price
Rule 10b5-1 trading plan regulatory
"This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person"
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.
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.
vesting financial
"8.33% of the shares underlying the RSU vested on June 15, 2024, and the remaining shares underlying the RSU shall vest"
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.
SEC Form 4
FORM 4UNITED 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 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
See Remarks
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock05/06/2026S(1)2,993D$76.7263(2)51,832D
Class A Common Stock05/06/2026S(1)2,330D$77.4957(3)49,502D
Class A Common Stock05/07/2026S(1)1,054D$8048,448D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(4) (5) (5)Class A Common Stock7,7477,747D
Restricted Stock Units(4) (6) (6)Class A Common Stock24,64024,640D
Restricted Stock Units(4) (7) (7)Class A Common Stock43,10943,109D
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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.15 to $77.13 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 $77.15 to $78.00 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. 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.
7. 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.
Remarks:
Chief Legal Officer and Corporate Secretary
/s/ Nathan Francis, attorney-in-fact of the Reporting Person05/08/2026
** Signature of Reporting PersonDate
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

How many Okta (OKTA) shares did Larissa Schwartz sell in this Form 4?

Larissa Schwartz sold a total of 6,377 shares of Okta Class A Common Stock. The reported sales included blocks of 2,993 shares, 2,330 shares, and 1,054 shares, executed as open-market transactions at different weighted average prices disclosed in the filing and footnotes.

What prices did Larissa Schwartz receive for her Okta (OKTA) share sales?

Schwartz’s reported sales occurred at weighted average prices of $76.7263, $77.4957, and $80.00 per share. Footnotes explain that individual trades were executed in ranges from $76.15–$77.13 and $77.15–$78.00, with full breakdowns available on request from the issuer or SEC staff.

How many Okta (OKTA) shares does Larissa Schwartz hold after these transactions?

After the reported sales, Schwartz directly holds 48,448 shares of Okta Class A Common Stock. This figure reflects her remaining direct ownership position as shown in the Form 4 and provides context for the relative size of the 6,377 shares sold in the transactions.

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

Schwartz holds several RSU awards, each representing one Okta Class A share per unit. The filing shows RSUs covering 43,109, 24,640, and 7,747 underlying shares. These awards vest in quarterly installments tied to dates in 2024, 2025, and 2026, subject to continued employment.

Were Larissa Schwartz’s Okta (OKTA) share sales under a Rule 10b5-1 plan?

Yes. A footnote states the transactions were effected under a Rule 10b5-1 trading plan adopted by Schwartz. Such plans pre-schedule trades, helping separate personal liquidity management from short-term market timing and providing additional context for evaluating the significance of these sales.

How do the RSU vesting terms work for Larissa Schwartz’s Okta (OKTA) awards?

Each RSU converts into one Okta Class A share upon vesting. For these grants, 8.33% of the shares vested or will vest on June 15, 2024, 2025, or 2026, with the remaining shares vesting in 11 equal quarterly installments, conditioned on her continued employment with Okta.