Schwartz Larissa 4

4 · Okta, Inc. · Filed Feb 10, 2026

AI-generated summary of this filing

Updated Feb 10, 2026

Okta (OKTA) Chief Legal Officer Larissa Schwartz Sells Shares

What Happened

Larissa Schwartz, Okta's Chief Legal Officer and Corporate Secretary, sold 1,836 shares of OKTA on Feb 6, 2026 at $83.47 per share, for total proceeds of $153,251. The transaction is reported as a sale (code S).

Key Details

Transaction date and price: Feb 6, 2026 — 1,836 shares at $83.47 each.
Total value: $153,251 (proceeds from the sale).
Filing date: Feb 10, 2026 — filed within the required reporting window (timely).
Shares owned after transaction: Not disclosed in this Form 4.
Footnotes of note:
- F1: The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by Ms. Schwartz on July 3, 2025.
- F2–F6: The filing describes the underlying shares as RSUs (one RSU = one share) with staged vesting schedules from 2022–2025 and subsequent quarterly installments; the sold shares likely originated from vested RSUs.

Context

A 10b5-1 plan indicates the sale was made under a pre-established trading arrangement, which is commonly used by insiders to execute planned sales and reduce timing concerns; it does not by itself indicate the insider's view of the company's prospects.
Sales of vested RSUs are routine for liquidity or tax purposes; retail investors should view this as a routine insider disposition rather than a definitive signal about company performance.

Form 4

Period: 2026-02-06

See Remarks

Transactions

Holdings

Restricted Stock Units
[F2][F3]
→ Class A Common Stock (109 underlying)
109
Restricted Stock Units
[F2][F4]
→ Class A Common Stock (4,446 underlying)
4,446
Restricted Stock Units
[F2][F5]
→ Class A Common Stock (9,684 underlying)
9,684
Restricted Stock Units
[F2][F6]
→ Class A Common Stock (27,720 underlying)
27,720

Footnotes (6)

[F1]This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on July 03, 2025.
[F2]Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
[F3]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.
[F4]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.
[F5]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.
[F6]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.

Signature

/s/ Nathan Francis, attorney-in-fact of the Reporting Person|2026-02-10

1 file