[Form 4] Okta, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Okta director Jacques Frederic Kerrest reported transactions on Form 4 showing a gift and related holdings. On 09/23/2025 the Reporting Person acquired 73,000 shares of Class B common stock (convertible 1-for-1 into Class A) into a trust, and on 09/25/2025 the trust gifted 73,000 Class A shares to the American Endowment Foundation FBO Kerrest Johnson Family Charitable Fund for $0. After these transactions, the filings show the Reporting Person (indirectly, by trust) beneficially owns 926,987 shares of Class A common stock. The filing also reports vested employee stock options totaling 270, (sum of option share counts) 266,? (see detailed table) and multiple outstanding RSUs and options with specified exercise prices and vesting conditions.

Positive

• Transparent disclosure of acquisition and gift transactions consistent with Section 16 reporting
• Substantial retained indirect ownership of 926,987 Class A shares, indicating continued ownership stake
• Fully vested options (per filing) provide flexibility to the Reporting Person

Negative

• Gift of 73,000 Class A shares to a donor-advised fund reduced direct beneficial ownership for that tranche to 0
• Potential dilution from multiple outstanding employee stock options totaling significant share counts with exercise prices up to $274.96

Insights

Financial Analyst

TL;DR: Director made a charitable gift of 73,000 Class A shares; retains substantial indirect ownership and multiple vested options.

The Form 4 discloses a non-cash transfer: 73,000 Class A shares were moved by trust to a donor-advised fund, reducing that tranche to zero while overall indirect holdings remain material at 926,987 Class A shares. The filing lists several outstanding employee stock options with exercise prices from $39.21 to $274.96 and option share counts totaling 269,010 (114,000+71,547+41,673+13,263+26,527) which represent potential future dilution if exercised. All statements are direct disclosures from the filing.

Corporate Governance Expert

TL;DR: Transaction is a voluntary charitable gift from a trust; reporting is routine and complies with Section 16 disclosure.

The Form 4 shows proper Section 16 reporting for acquisitions, a subsequent gift, and the nature of indirect ownership via a trust. Vesting schedules for RSUs and the statement that certain options are fully vested are disclosed, along with vesting t0ling tied to a sabbatical agreement. There are no indications in the filing of forced disposals, legal encumbrances, or insider trading anomalies based on the disclosed items alone.

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^*

Kerrest Jacques Frederic

(Last) (First) (Middle)

100 FIRST ST, 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2025

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	09/23/2025		C(1)		73,000	A	$0	73,000	I	By Trust
Class A Common Stock	09/25/2025		G(2)		73,000	D	$0	0	I	By Trust
Class A Common Stock								3,429	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
Class B Common Stock	(1)	09/23/2025		C(1)			73,000	(1)	(1)	Class A Common Stock	73,000	$0	926,987	I	By Trust
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	88,776		88,776	I	By Trust
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	157,668		157,668	I	By Trust
Restricted Stock Units	(3)							(4)	(4)	Class A Common Stock	1,685		1,685	D
Restricted Stock Units	(3)							(5)	(5)	Class A Common Stock	2,487		2,487	D
Employee Stock Option (Right to Buy)	$39.21							(6)	03/21/2028	Class A Common Stock	114,000		114,000	D
Employee Stock Option (Right to Buy)	$82.16							(6)	03/24/2029	Class A Common Stock	71,547		71,547	D
Employee Stock Option (Right to Buy)	$142.47							(6)	04/14/2030	Class A Common Stock	41,673		41,673	D
Employee Stock Option (Right to Buy)	$274.96							(6)	04/21/2031	Class A Common Stock	13,263		13,263	D
Employee Stock Option (Right to Buy)	$274.96							(6)	04/21/2031	Class A Common Stock	26,527		26,527	D

Explanation of Responses:

1. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.

2. The transaction reported involved a gift by the Trust of 73,000 shares of Class A Common Stock to the American Endowment Foundation FBO Kerrest Johnson Family Charitable Fund, a donor advised fund.

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

4. 25% of the shares underlying the RSU vested on March 15, 2022, and the remaining shares underlying the RSU shall vest in 12 equal quarterly installments thereafter, subject to the Reporting Person's continuous service with the Issuer on each such date, and subject to tolling from November 1, 2022 through October 31, 2023 per a Sabbatical Agreement between the Reporting Person and the Issuer.

5. The RSUs vest in full on the earlier of June 24, 2026 or the date immediately prior to the Issuer's next regular annual stockholder meeting, subject to the Reporting Person's continued service to the Issuer through such vesting date.

6. The shares subject to the option are fully vested and exercisable by the Reporting Person.

Remarks:

	/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person	09/25/2025
	** 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).
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.

FAQ

What transaction did OKTA director Jacques Frederic Kerrest report on Form 4?

The director reported acquiring 73,000 shares of Class B common stock on 09/23/2025 (convertible 1-for-1 into Class A) and the trust gifting 73,000 Class A shares to the American Endowment Foundation on 09/25/2025.

How many Class A shares does the Reporting Person beneficially own after the reported transactions?

The filing shows the Reporting Person indirectly beneficially owns 926,987 Class A shares following the reported transactions.

Did the Form 4 disclose any vested employee stock options for the Reporting Person?

Yes. The filing lists employee stock options exercisable for 114,000; 71,547; 41,673; 13,263; and 26,527 shares with exercise prices from $39.21 to $274.96, and it states that the shares subject to certain options are fully vested.

What was the recipient and nature of the 73,000 share transfer?

The 73,000 Class A shares were gifted by the trust to the American Endowment Foundation FBO Kerrest Johnson Family Charitable Fund, a donor-advised fund, at a reported price of $0.

Are there details about RSU vesting in the filing?

Yes. The filing explains RSU vesting schedules including 25% vested on March 15, 2022 with remaining shares vesting quarterly and other RSUs vesting in full on the earlier of June 24, 2026 or prior to the next annual stockholder meeting, subject to continuous service and tolling provisions.