SEC Form 4 · accession 0001968125-26-000009
Okta, Inc. · OKTA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Larissa Schwartz
Officer — See Remarks
Period of report
Jun 2, 2026
Accepted (ET)
Jun 4, 2026 · 5:47 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001660134
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2 | Jun 2, 2026 | S | 1,400 | $129.904 | D | 47,048 | D | |
| Class A Common StockF3 | Jun 2, 2026 | S | 2,500 | $130.814 | D | 44,548 | D | |
| Class A Common StockF4 | Jun 2, 2026 | S | 2,500 | $131.7619 | D | 42,048 | D | |
| Class A Common StockF5 | Jun 2, 2026 | S | 1,100 | $132.9119 | D | 40,948 | D | |
| Class A Common StockF6 | Jun 2, 2026 | S | 1,200 | $133.7183 | D | 39,748 | D | |
| Class A Common StockF7 | Jun 2, 2026 | S | 8,074 | $135.0802 | D | 31,674 | D | |
| Class A Common StockF8 | Jun 2, 2026 | S | 6,727 | $135.7163 | D | 24,947 | D | |
| Class A Common StockF9 | Jun 2, 2026 | S | 1,470 | $136.6167 | D | 23,477 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF10,F11 | — | holding | — | — | — | — | — | Class A Common Stock | 7,747 | 7,747 | D |
| Restricted Stock UnitsF10,F12 | — | holding | — | — | — | — | — | Class A Common Stock | 24,640 | 24,640 | D |
| Restricted Stock UnitsF10,F13 | — | holding | — | — | — | — | — | Class A Common Stock | 43,109 | 43,109 | D |
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on July 03, 2025.
- F10Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
- F118.33% 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.
- F128.33% 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.
- F138.33% 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.
- F2The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $129.28 to $130.25 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.
- F3The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $130.29 to $131.23 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.
- F4The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $131.29 to $132.26 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.
- F5The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $132.35 to $133.33 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.
- F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $133.36 to $134.33 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.
- F7The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $134.36 to $135.33 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.
- F8The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.36 to $136.30 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.
- F9The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.39 to $136.91 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.
Remarks
Chief Legal Officer and Corporate Secretary