[Form 4] Okta, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Okta, Inc.’s Chief Revenue Officer Jonathan James Addison sold 23,304 shares of Class A Common Stock on March 25, 2026 in three open-market transactions at weighted average prices of $77.1011, $77.8699 and $78.6530 per share. These sales were executed under a pre-arranged Rule 10b5-1 trading plan adopted on December 24, 2025, indicating they were scheduled in advance. Following the transactions, he directly holds 4,364 shares of Class A Common Stock and multiple restricted stock unit (RSU) awards, each RSU representing the right to receive one share at no cost. The RSUs, including one grant covering 55,426 underlying shares, vest in equal quarterly installments over time, subject to his continued employment on each vesting date.

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

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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).

X

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^*

Addison Jonathan James

(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 Revenue Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/25/2026

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	03/25/2026		S(1)		6,782	D	$77.1011(2)	20,886	D
Class A Common Stock	03/25/2026		S(1)		12,322	D	$77.8699(3)	8,564	D
Class A Common Stock	03/25/2026		S(1)		4,200	D	$78.653(4)	4,364	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	(5)							(6)	(6)	Class A Common Stock	10,773		10,773	D
Restricted Stock Units	(5)							(7)	(7)	Class A Common Stock	5,810		5,810	D
Restricted Stock Units	(5)							(8)	(8)	Class A Common Stock	24,640		24,640	D
Restricted Stock Units	(5)							(9)	(9)	Class A Common Stock	55,426		55,426	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 24, 2025.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.40 to $77.38 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the U.S. Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.41 to $78.40 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.44 to $79.08 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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

6. 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.

7. 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.

8. 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.

9. 8.33% of the shares underlying the RSU shall vest 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/ Larissa Schwartz, attorney-in-fact of the Reporting Person	03/27/2026
	** 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)

FAQ

What insider transaction did Okta (OKTA) report for Jonathan James Addison?

Okta reported that Chief Revenue Officer Jonathan James Addison sold 23,304 shares of Class A Common Stock on March 25, 2026. The sales occurred in three open-market transactions at weighted average prices between $77.10 and $78.65 per share, as detailed in the Form 4 filing.

Were Jonathan James Addison’s Okta (OKTA) share sales pre-planned under a Rule 10b5-1 plan?

Yes. The filing states the transactions were effected under a Rule 10b5-1 trading plan adopted on December 24, 2025. Such plans allow executives to schedule trades in advance, reducing the significance of trade timing as a signal of their views on the stock.

How many Okta (OKTA) shares does Jonathan James Addison hold after the reported sales?

After the reported open-market sales, Jonathan James Addison directly holds 4,364 shares of Okta Class A Common Stock. In addition, he holds several restricted stock unit awards that can settle into further Class A shares over time, subject to service-based vesting conditions.

What were the sale prices in Jonathan James Addison’s Okta (OKTA) Form 4 filing?

The Form 4 shows weighted average sale prices of $77.1011, $77.8699 and $78.6530 per share for three separate transactions. Footnotes explain each reported price reflects multiple trades executed within a specified price range on March 25, 2026.

What RSU grants for Okta (OKTA) does Jonathan James Addison currently hold?

He holds multiple restricted stock unit awards, each convertible into one share of Class A Common Stock at a $0.00 exercise price. One award covers 55,426 underlying shares, and other grants cover 24,640, 10,773 and 5,810 underlying shares, vesting in equal quarterly installments.

How do Jonathan James Addison’s Okta (OKTA) RSUs vest over time?

The footnotes state each RSU grant vests 8.33% initially on a specified date, with the remaining shares vesting in 11 equal quarterly installments thereafter. Vesting is contingent on his continuous employment with Okta on each quarterly vesting date.