Larissa Schwartz - 19 Mar 2025 Form 4 Insider Report for Okta, Inc. (OKTA)

Signature
/s/ Alan Smith, attorney-in-fact of the Reporting Person
Issuer symbol
OKTA
Transactions as of
19 Mar 2025
Net transactions value
-$1,317,968
Form type
4
Filing time
21 Mar 2025, 17:15:42 UTC
Previous filing
18 Mar 2025
Next filing
01 Apr 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OKTA Class A Common Stock Sale $372,863 -3,283 -9.7% $113.57 30,394 19 Mar 2025 Direct F1, F2
transaction OKTA Class A Common Stock Sale $926,679 -8,109 -27% $114.28 22,285 19 Mar 2025 Direct F1, F3
transaction OKTA Class A Common Stock Sale $18,425 -160 -0.72% $115.16 22,125 19 Mar 2025 Direct F1, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding OKTA Restricted Stock Units 948 19 Mar 2025 Class A Common Stock 948 Direct F5, F6
holding OKTA Restricted Stock Units 433 19 Mar 2025 Class A Common Stock 433 Direct F5, F7
holding OKTA Restricted Stock Units 17,782 19 Mar 2025 Class A Common Stock 17,782 Direct F5, F8
holding OKTA Restricted Stock Units 15,494 19 Mar 2025 Class A Common Stock 15,494 Direct F5, F9
holding OKTA Employee Stock Option (Right to Buy) 9,000 19 Mar 2025 Class B Common Stock 9,000 $8.73 Direct F10
holding OKTA Employee Stock Option (Right to Buy) 5,000 19 Mar 2025 Class B Common Stock 5,000 $11.36 Direct F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 30, 2024.
F2 The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $112.95 to $113.94 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.
F3 The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $113.95 to $114.80 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.
F4 The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $115.15 to $115.17 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.
F5 Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
F6 6.25% of the shares underlying the RSU vested on March 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.
F7 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.
F8 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.
F9 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.
F10 The shares subject to the option are fully vested and exercisable by the Reporting Person.

Remarks:

Chief Legal Officer and Corporate Secretary