[Form 4] Okta, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Okta Director Anthony John Bates reported multiple transactions involving Restricted Stock Units (RSUs) on Form 4:

• On June 21, 2025, exercised 2,033 RSUs that converted to Class A Common Stock at $0, representing the vesting of 33-1/3% of his RSU grant. The remaining RSUs will vest in 2 equal annual installments.
• On June 24, 2025, received a new grant of 2,487 RSUs that will fully vest on the earlier of June 24, 2026, or the day before Okta's next annual stockholder meeting.

Following these transactions, Bates directly owns 2,033 shares of Class A Common Stock and 6,553 RSUs (4,066 from the original grant and 2,487 from the new grant). These equity grants are part of Bates' compensation as a director and are subject to his continued service with Okta.

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^*

Bates Anthony John

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/21/2025

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	06/21/2025		M		2,033	A	$0	2,033	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)	06/21/2025		M			2,033	(2)	(2)	Class A Common Stock	2,033	$0	4,066	D
Restricted Stock Units	(1)	06/24/2025		A		2,487		(3)	(3)	Class A Common Stock	2,487	$0	2,487	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. 33-1/3% of the shares underlying the RSU vested on June 21, 2025, and the remaining shares underlying the RSU shall vest in 2 equal annual installments thereafter, subject to the Reporting Person's continued service with the Issuer on each such date.

3. 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.

Remarks:

	/s/ Alan Smith, attorney-in-fact of the Reporting Person	06/24/2025
	** 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 insider trading activity occurred at OKTA on June 21, 2025?

Director Anthony John Bates acquired 2,033 shares of OKTA Class A Common Stock through the vesting of Restricted Stock Units (RSUs) at $0 exercise price.

How many new Restricted Stock Units (RSUs) did OKTA director Bates receive on June 24, 2025?

Director Anthony John Bates was granted 2,487 new Restricted Stock Units (RSUs) on June 24, 2025, which will vest in full by June 24, 2026 or before the next annual stockholder meeting.

What is the vesting schedule for OKTA director Bates' June 2025 RSUs?

The RSUs vest in two different schedules: 1) For the earlier grant, 33-1/3% vested on June 21, 2025, with the remaining shares vesting in 2 equal annual installments, and 2) The new grant of 2,487 RSUs vests in full by either June 24, 2026 or before the next annual stockholder meeting.

How many OKTA shares does Anthony Bates directly own after the June 21, 2025 transaction?

Following the RSU vesting transaction on June 21, 2025, Anthony Bates directly owned 2,033 shares of OKTA Class A Common Stock.

What is the total number of OKTA derivative securities (RSUs) Bates owns after all reported transactions?

After the reported transactions, Anthony Bates beneficially owned a total of 6,553 RSUs (4,066 from the earlier grant plus 2,487 from the new grant on June 24, 2025).