Okta CAO converts 4,645 RSU shares, withholds 2,366

Okta’s chief accounting officer reported RSU conversions into Class A shares and related share withholdings for taxes or exercise costs.

Rhea-AI Filing Summary

Okta, Inc. (OKTA) reported that Chief Accounting Officer Shibu Ninan had multiple equity transactions on September 15, 2026 related to Restricted Stock Units (RSUs). Several RSU awards converted into Class A Common Stock, and a portion of the resulting shares was delivered or withheld to cover exercise price or tax liabilities. Each RSU represents the right to receive one share of Class A Common Stock, and no Rule 10b5-1 trading plan is reported for these transactions.

Insider Trade Summary

4,645 shares exercised/converted

Exercise 12 txns

Insider Ninan Shibu

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F2, F3	2,196	$0.00	$0.00
Exercise	Restricted Stock Units F2, F4	484	$0.00	$0.00
Exercise	Restricted Stock Units F2, F5	836	$0.00	$0.00
Exercise	Restricted Stock Units F2, F6	1,129	$0.00	$0.00
Exercise	Class A Common Stock F1	2,196	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock F1	1,118	$0.00	$0.00
Exercise	Class A Common Stock F1	484	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock F1	247	$0.00	$0.00
Exercise	Class A Common Stock F1	836	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock F1	426	$0.00	$0.00
Exercise	Class A Common Stock F1	1,129	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock F1	575	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 17,276 contracts (Direct); Class A Common Stock — 25,748 shares (Direct)

Footnotes (6)

1. F1. Includes 165 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan.
2. F2. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
3. F3. 100% of the shares underlying the RSU vested on September 15, 2026.
4. F4. 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.
5. F5. 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.
6. F6. 8.33% of the shares underlying the RSU vested on June 15, 2026, 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.

Key Figures

RSU exercise or conversion shares: 4,645 shares Exercise-price-or-tax-liability shares: 2,366 shares Derivative exercise transactions: 4 transactions +3 more

6 metrics

RSU exercise or conversion shares 4,645 shares Total shares in derivative exercises/conversions (code M) reported

Exercise-price-or-tax-liability shares 2,366 shares Total shares delivered or withheld in code F transactions

Derivative exercise transactions 4 transactions Count of RSU-related exercises or conversions reported

Exercise-price-or-tax-liability transactions 4 transactions Count of non-derivative code F entries

ESPP shares included 165 shares Class A shares acquired under a Section 423 Employee Stock Purchase Plan

RSU vesting percentage 8.33% Initial quarterly vesting portion for several RSU awards

Key Terms

Restricted Stock Unit, Class A Common Stock, Section 423 Employee Stock Purchase Plan, Rule 10b5-1

4 terms

Restricted Stock Unit financial

"Each Restricted Stock Unit ("RSU") represents the right to receive one share"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

Class A Common Stock financial

"represents the right to receive one share of the Issuer's Class A Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Section 423 Employee Stock Purchase Plan financial

"Includes 165 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan"

Rule 10b5-1 regulatory

"document-level Rule 10b5-1 checkbox indicates no plan is affirmed"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did OKTA’s Chief Accounting Officer report on September 15, 2026?

Shibu Ninan reported multiple RSU conversions into Class A Common Stock and related share withholdings used to pay exercise price or tax liabilities, all dated September 15, 2026.

How many RSU-related shares were exercised or converted in the OKTA Form 4?

The filing shows 4,645 shares involved in RSU exercises or conversions, across four derivative transactions reported with code M.

How many OKTA shares were withheld for taxes or exercise costs in this Form 4?

The insider reported 2,366 shares of Class A Common Stock in four transactions with code F, described as delivered or withheld for exercise price or tax liability payments.

Were the OKTA insider transactions made under a Rule 10b5-1 trading plan?

The filing indicates no Rule 10b5-1 plan is reported; the document-level checkbox for such a plan is not marked as affirming plan use.

What does each RSU reported in the OKTA Form 4 represent?

Each Restricted Stock Unit (RSU) represents the right to receive one share of Okta’s Class A Common Stock, according to the footnote describing the RSU terms.

Does the OKTA Form 4 mention any employee stock purchase plan shares?

Yes. A footnote states that the reported holdings include 165 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/17/2026 - 06:08 PM Accepted by SEC EDGAR 09/17/2026 - 06:08 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a 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). See Instruction 10.

1. Name and Address of Reporting Person^*

Ninan Shibu

(Last) (First) (Middle)

100 FIRST STREET, SUITE 600

(Street)

SAN FRANCISCO CALIFORNIA 94105

(City) (State) (Zip)

UNITED STATES

(Country)

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 Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026

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

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

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

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	09/15/2026		M		2,196	A	$0	25,665(1)	D
Class A Common Stock	09/15/2026		F		1,118	D	$0	24,547(1)	D
Class A Common Stock	09/15/2026		M		484	A	$0	25,031(1)	D
Class A Common Stock	09/15/2026		F		247	D	$0	24,784(1)	D
Class A Common Stock	09/15/2026		M		836	A	$0	25,620(1)	D
Class A Common Stock	09/15/2026		F		426	D	$0	25,194(1)	D
Class A Common Stock	09/15/2026		M		1,129	A	$0	26,323(1)	D
Class A Common Stock	09/15/2026		F		575	D	$0	25,748(1)	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	(2)	09/15/2026		M			2,196	(3)	(3)	Class A Common Stock	2,196	$0	0	D
Restricted Stock Units	(2)	09/15/2026		M			484	(4)	(4)	Class A Common Stock	484	$0	969	D
Restricted Stock Units	(2)	09/15/2026		M			836	(5)	(5)	Class A Common Stock	836	$0	5,016	D
Restricted Stock Units	(2)	09/15/2026		M			1,129	(6)	(6)	Class A Common Stock	1,129	$0	11,291	D

Explanation of Responses:

1. Includes 165 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan.

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

3. 100% of the shares underlying the RSU vested on September 15, 2026.

4. 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.

5. 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.

6. 8.33% of the shares underlying the RSU vested on June 15, 2026, 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/ Nathan Francis, attorney-in-fact of the Reporting Person	09/17/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)