Larissa Schwartz - 17 Jun 2025 Form 4 Insider Report for Okta, Inc. (OKTA)

Role
Chief Legal Officer and Corporate Secretary
Signature
/s/ Alan Smith, attorney-in-fact of the Reporting Person
Issuer symbol
OKTA
Transactions as of
17 Jun 2025
Net transactions value
-$333,242
Form type
4
Filing time
20 Jun 2025, 17:53:17 UTC
Previous filing
17 Jun 2025
Next filing
30 Jul 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Schwartz Larissa Chief Legal Officer and Corporate Secretary 100 FIRST STREET, SUITE 600, SAN FRANCISCO /s/ Alan Smith, attorney-in-fact of the Reporting Person 20 Jun 2025 0001968125

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OKTA Class A Common Stock Sale $108,842 -1,105 -4.1% $98.50 25,884 17 Jun 2025 Direct F1
transaction OKTA Class A Common Stock Sale $224,400 -2,244 -8.7% $100.00 23,640 20 Jun 2025 Direct F1

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 632 17 Jun 2025 Class A Common Stock 632 Direct F2, F3
holding OKTA Restricted Stock Units 325 17 Jun 2025 Class A Common Stock 325 Direct F2, F4
holding OKTA Restricted Stock Units 13,336 17 Jun 2025 Class A Common Stock 13,336 Direct F2, F5
holding OKTA Restricted Stock Units 13,557 17 Jun 2025 Class A Common Stock 13,557 Direct F2, F6
holding OKTA Restricted Stock Units 33,880 17 Jun 2025 Class A Common Stock 33,880 Direct F2, F7
holding OKTA Employee Stock Option (Right to Buy) 9,000 17 Jun 2025 Class B Common Stock 9,000 $8.73 Direct F8
holding OKTA Employee Stock Option (Right to Buy) 5,000 17 Jun 2025 Class B Common Stock 5,000 $11.36 Direct F8
* 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 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 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.
F4 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.
F5 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.
F6 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.
F7 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.
F8 The shares subject to the option are fully vested and exercisable by the Reporting Person.

Remarks:

Chief Legal Officer and Corporate Secretary