Schwartz Larissa 4

What Happened

• Larissa Schwartz, Okta's Chief Legal Officer and Corporate Secretary, was credited with three awards of Performance Stock Units (PSUs) that the company determined were earned on Feb 25, 2026. The awards break down as 24,864 PSUs, 7,747 PSUs and 12,319 PSUs, for a total of 44,930 PSUs. Each PSU represents the right to receive one share of Okta Class A common stock; the filing shows an acquisition price of $0.00 because these are compensatory awards. Vesting will occur once the service-based vesting criteria are satisfied on March 15, 2026.

Key Details

• Transaction date: Feb 25, 2026 (determination that performance criteria were met); vesting contingent on service date Mar 15, 2026.
• Transaction type/code: Award/Grant (Form 4 code A).
• Share counts: 24,864 PSUs (from Mar 21, 2023 grant), 7,747 PSUs (from Mar 29, 2024 grant), 12,319 PSUs (from Mar 30, 2025 grant) — total 44,930 PSUs.
• Price reported: $0.00 per share (typical for awards/units; not an open‑market purchase).
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Notable footnotes: F1/F3/F5 explain PSUs were granted in 2023/2024/2025, performance criteria were met on Feb 25, 2026, and vesting is subject to continued service through Mar 15, 2026. Other footnotes describe RSU vesting schedules.
• Filing timeliness: Reporting period Feb 25, 2026; Form filed Feb 27, 2026 — appears timely (filed within the usual 2-business-day window).

Context

• PSUs are performance-based equity awards that convert to shares only after performance targets are achieved and any service-based vesting conditions are met. This filing records the company’s determination that performance targets were met; it does not reflect an immediate sale or cash received. Awards like this are routine executive compensation and do not by themselves indicate a personal buy or sell decision.