[Form 4] Okta, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Okta, Inc. (OKTA) reporting person Jonathan James Addison, Chief Revenue Officer, disclosed multiple transactions on 09/15/2025 involving Class A common stock and restricted stock units (RSUs). The filing records a series of RSU vesting events converted into shares and related dispositions, with incremental increases and decreases in reported beneficial ownership across several line items. After the reported transactions, the largest single beneficial ownership figure shown is 30,800 shares attributable to underlying RSUs in Table II, and the filings show a sequence of vested RSUs that convert one-for-one into Class A shares subject to continued employment vesting schedules.

Positive

• Transparent disclosure of multiple RSU vesting events and resulting share ownership, providing clarity on insider equity changes
• Vesting mechanics are documented with specific schedules and percentages, showing structured compensation terms tied to continued employment

Negative

• None.

Insights

Securities Analyst

TL;DR: Officer disclosed multiple RSU vesting-based share acquisitions and related dispositions, reflecting routine equity compensation activity.

The Form 4 shows Jonathan James Addison, the Chief Revenue Officer, reporting several RSU-related transactions on 09/15/2025. Table II lists vesting of restricted stock units that each convert to one share of Class A common stock, with cumulative underlying amounts shown (including a 30,800-share figure). Table I reports acquisitions and disposals of Class A common stock tied to those RSUs, with zero purchase prices noted, consistent with vesting rather than open-market purchases. The explanations detail staggered vesting schedules for each RSU grant and confirm vesting percentages and quarterly installment schedules contingent on continuous employment.

Corporate Governance Expert

TL;DR: Disclosures are administrative and consistent with compensation vesting rules, offering transparency into insider ownership changes.

The filing provides clear descriptions of each RSU grant's vesting mechanics: initial partial vesting dates followed by equal quarterly installments. The reporting includes both the number of derivative securities vested and the resulting Class A shares beneficially owned post-transaction. There are no indications of related-party sales, option exercises at a strike price, or other atypical transactions; prices are listed as $0 reflecting conversion on vesting. Overall, this is a standard insider reporting of equity compensation vesting and related ownership updates.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Addison Jonathan James

(Last) (First) (Middle)

100 FIRST STREET, SUITE 600

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Okta, Inc. [ OKTA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Revenue Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/15/2025		M		1,069	A	$0	8,136	D
Class A Common Stock	09/15/2025		F		609	D	$0	7,527	D
Class A Common Stock	09/15/2025		M		848	A	$0	8,375	D
Class A Common Stock	09/15/2025		F		482	D	$0	7,893	D
Class A Common Stock	09/15/2025		M		3,318	A	$0	11,211	D
Class A Common Stock	09/15/2025		F		1,858	D	$0	9,353	D
Class A Common Stock	09/15/2025		M		3,591	A	$0	12,944	D
Class A Common Stock	09/15/2025		F		1,969	D	$0	10,975	D
Class A Common Stock	09/15/2025		M		1,453	A	$0	12,428	D
Class A Common Stock	09/15/2025		F		785	D	$0	11,643	D
Class A Common Stock	09/15/2025		M		3,080	A	$0	14,723	D
Class A Common Stock	09/15/2025		F		1,565	D	$0	13,158	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	09/15/2025		M			1,069	(2)	(2)	Class A Common Stock	1,069	$0	1,069	D
Restricted Stock Units	(1)	09/15/2025		M			848	(3)	(3)	Class A Common Stock	848	$0	1,697	D
Restricted Stock Units	(1)	09/15/2025		M			3,318	(4)	(4)	Class A Common Stock	3,318	$0	6,635	D
Restricted Stock Units	(1)	09/15/2025		M			3,591	(5)	(5)	Class A Common Stock	3,591	$0	17,955	D
Restricted Stock Units	(1)	09/15/2025		M			1,453	(6)	(6)	Class A Common Stock	1,453	$0	8,715	D
Restricted Stock Units	(1)	09/15/2025		M			3,080	(7)	(7)	Class A Common Stock	3,080	$0	30,800	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

2. 25% of the shares underlying the RSU vested on December 15, 2022, and the remaining shares underlying the RSU shall vest in 12 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.

3. 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.

4. 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.

5. 8.33% of the shares underlying the RSU vested on March 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.

6. 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.

7. 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:

	/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person	09/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What transactions did Jonathan James Addison report on Form 4 for OKTA?

The Form 4 reports multiple RSU vesting events and resulting acquisitions and dispositions of Class A common stock on 09/15/2025, with underlying RSUs converting one-for-one to shares.

How many underlying shares are shown after the reported RSU transactions?

Table II shows cumulative underlying amounts from vested RSUs, including an entry showing 30,800 shares attributable to one listed RSU grouping.

Did the filing show any purchase prices for the acquired shares?

No. The transactions list a price of $0, consistent with RSUs converting to shares upon vesting rather than cash purchases.

Are the RSU vesting schedules described in the filing?

Yes. The explanations specify initial vesting percentages on stated dates and that remaining shares vest in equal quarterly installments thereafter, conditional on continuous employment.

What is the reporting person’s role at Okta?

The reporting person is identified as the Chief Revenue Officer and also marked as a director on the form.