Okta Board Member Shows Continued Commitment with Fresh Stock Grant

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Form Type

Rhea-AI Filing Summary

Okta Director Robert L. Dixon Jr. reported significant insider transactions in a Form 4 filing. On June 20, 2025, Dixon acquired 2,832 shares of Class A Common Stock through the vesting of Restricted Stock Units (RSUs) at $0 exercise price, bringing his direct ownership to 11,469 shares.

Additionally, on June 24, 2025, Dixon was granted 2,487 new RSUs that will vest in full on the earlier of June 24, 2026, or the day before Okta's next annual stockholder meeting, contingent on his continued service with the company.

Key transaction details:

2,832 RSUs converted to common stock on June 20, 2025
New grant of 2,487 RSUs received on June 24, 2025
All securities held in direct ownership
Total direct beneficial ownership: 11,469 shares of Class A Common Stock

Insider Trade Summary

Net Buyer: 2,832 shares

Net Buy 3 txns

Insider Dixon Robert L JR

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	2,487	$0.00	$0.00
Exercise	Restricted Stock Units	2,832	$0.00	$0.00
Exercise	Class A Common Stock	2,832	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 2,487 shares (Direct); Class A Common Stock — 11,469 shares (Direct)

Footnotes (3)

F1. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
F2. The RSUs vested in full on June 20, 2025.
F3. 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 06/24/2025 - 07:41 PM

FAQ

What insider trading activity occurred at OKTA on June 20, 2025?

On June 20, 2025, OKTA director Robert L. Dixon JR acquired 2,832 shares of Class A Common Stock through the vesting of Restricted Stock Units (RSUs) at a price of $0.

How many new RSUs did OKTA director Robert Dixon receive in June 2025?

Robert Dixon received 2,487 new Restricted Stock Units (RSUs) on June 24, 2025, which will vest in full on either June 24, 2026, or the day before OKTA's next regular annual stockholder meeting, whichever comes first.

How many OKTA shares does Robert Dixon own after the June 2025 transactions?

Following the reported transactions, Robert Dixon directly owns 11,469 shares of OKTA Class A Common Stock and 2,487 unvested Restricted Stock Units.

What is the vesting schedule for the new OKTA RSUs granted to Robert Dixon?

The 2,487 RSUs granted on June 24, 2025, will vest in full on the earlier of either June 24, 2026, or the date immediately prior to OKTA's next regular annual stockholder meeting, contingent on Dixon's continued service to the company.

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^*

Dixon Robert L JR

(Last)

(First)

(Middle)

100 FIRST ST, SUITE 600

(Street)

SAN FRANCISCO

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)
06/20/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/20/2025		M		2,832	A	$0	11,469	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	06/20/2025		M			2,832	⁽²⁾	⁽²⁾	Class A Common Stock	2,832	$0	0	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. The RSUs vested in full on June 20, 2025.

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/ Larissa Schwartz, 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.

Source: View Original Filing on SEC EDGAR