Schwartz Larissa 4

4 · Okta, Inc. · Filed Mar 17, 2026

AI-generated summary of this filing

Updated Mar 17, 2026

Okta (OKTA) Chief Legal Officer Larissa Schwartz Receives RSU Shares

What Happened

Larissa Schwartz, Chief Legal Officer and Corporate Secretary of Okta (OKTA), had restricted stock units (RSUs) fully vest on March 15, 2026. The Form 4 shows conversion/exercise of RSU derivatives into shares (code M) and share dispositions to pay tax liabilities (code F).
The filing records 9,572 shares as "acquired" on conversion (all at $0.00 per share, reflecting RSU settlement) and 27,792 shares "disposed" to satisfy tax withholding/payment obligations. All transactions relate to vested RSUs rather than open-market buys or discretionary sales.

Key Details

Transaction date: March 15, 2026; Form 4 filed March 17, 2026 (timely filing).
Prices: $0.00 per share for the conversion (these were RSUs, not option exercises with cash strike prices).
Net effect: RSU vesting with shares issued and a substantial number withheld to cover taxes. (The filing also shows related derivative conversion/settlement entries.)
Footnotes: F1–F4 note that each RSU equals one share, the RSUs fully vested on March 15, 2026, and earlier vesting tranches occurred per the stated quarterly schedule.
Shares owned after the transaction: not provided in the excerpt.

Context

This was a standard RSU vesting and tax-withholding settlement, not an open-market sale or buy. Tax withholding (code F) is routine when awards vest; it does not necessarily indicate a personal decision to sell for investment reasons.
Derivative code M simply reflects conversion/exercise of the RSU/derivative into company shares.

Form 4

Period: 2026-03-15

See Remarks

Transactions

Tax Payment
Class A Common Stock
2026-03-15−22,919→ 56,503 total
Exercise/Conversion
Class A Common Stock
2026-03-15+109→ 56,612 total
Tax Payment
Class A Common Stock
2026-03-15−56→ 56,556 total
Exercise/Conversion
Class A Common Stock
2026-03-15+4,446→ 61,002 total
Tax Payment
Class A Common Stock
2026-03-15−2,263→ 58,739 total
Exercise/Conversion
Class A Common Stock
2026-03-15+1,937→ 60,676 total
Tax Payment
Class A Common Stock
2026-03-15−986→ 59,690 total
Exercise/Conversion
Class A Common Stock
2026-03-15+3,080→ 62,770 total
Tax Payment
Class A Common Stock
2026-03-15−1,568→ 61,202 total
Exercise/Conversion
Restricted Stock Units
[F1][F2]
2026-03-15−109→ 0 total
→ Class A Common Stock (109 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F2]
2026-03-15−4,446→ 0 total
→ Class A Common Stock (4,446 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F3]
2026-03-15−1,937→ 7,747 total
→ Class A Common Stock (1,937 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F4]
2026-03-15−3,080→ 24,640 total
→ Class A Common Stock (3,080 underlying)

Footnotes (4)

[F1]Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
[F2]The shares underlying the RSU fully vested on March 15, 2026.
[F3]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.
[F4]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|2026-03-17

1 file