Larissa Schwartz - 25 Feb 2026 Form 4 Insider Report for Okta, Inc. (OKTA)

Role
Chief Legal Officer and Corporate Secretary
Signature
/s/ Nathan Francis, attorney-in-fact of the Reporting Person
Issuer symbol
OKTA
Transactions as of
25 Feb 2026
Net transactions value
$0
Form type
4
Filing time
27 Feb 2026, 17:24:38 UTC
Previous filing
10 Feb 2026
Next filing
12 Mar 2026
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/ Nathan Francis, attorney-in-fact of the Reporting Person 27 Feb 2026 0001968125

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OKTA Class A Common Stock Award $0 +24,864 +68% $0.000000 61,192 25 Feb 2026 Direct F1, F2
transaction OKTA Class A Common Stock Award $0 +7,747 +13% $0.000000 68,939 25 Feb 2026 Direct F3, F4
transaction OKTA Class A Common Stock Award $0 +12,319 +18% $0.000000 81,258 25 Feb 2026 Direct F5, F6

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 109 25 Feb 2026 Class A Common Stock 109 Direct F7, F8
holding OKTA Restricted Stock Units 4,446 25 Feb 2026 Class A Common Stock 4,446 Direct F7, F9
holding OKTA Restricted Stock Units 9,684 25 Feb 2026 Class A Common Stock 9,684 Direct F7, F10
holding OKTA Restricted Stock Units 27,720 25 Feb 2026 Class A Common Stock 27,720 Direct F7, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On March 21, 2023, the Reporting Person was granted Performance Stock Units ("PSUs"), the vesting of which is subject to the achievement of certain performance criteria and to a service-based vesting criteria. On February 25, 2026, the Compensation Committee of the Board of Directors determined that 24,864 shares of the Issuer's Class A Common Stock were earned as result of the achievement of the performance criteria, with vesting to occur once the service-based vesting criteria are satisfied on March 15, 2026.
F2 Includes 24,864 PSUs, with each PSU representing the right to receive one share of the Issuer's Class A Common Stock.
F3 On March 29, 2024, the Reporting Person was granted PSUs, the vesting of which is subject to the achievement of certain performance criteria and to a service-based vesting criteria. On February 25, 2026, the Compensation Committee of the Board of Directors determined that 7,747 shares of the Issuer's Class A Common Stock were earned as result of the achievement of the performance criteria, with vesting to occur once the service-based vesting criteria are satisfied on March 15, 2026.
F4 Includes 32,611 PSUs, with each PSU representing the right to receive one share of the Issuer's Class A Common Stock.
F5 On March 30, 2025, the Reporting Person was granted PSUs, the vesting of which is subject to the achievement of certain performance criteria and to a service-based vesting criteria. On February 25, 2026, the Compensation Committee of the Board of Directors determined that 12,319 shares of the Issuer's Class A Common Stock were earned as result of the achievement of the performance criteria, with vesting to occur once the service-based vesting criteria are satisfied on March 15, 2026.
F6 Includes 44,930 PSUs, with each PSU representing the right to receive one share of the Issuer's Class A Common Stock.
F7 Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
F8 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.
F9 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.
F10 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.
F11 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.

Remarks:

Chief Legal Officer and Corporate Secretary