Okta (OKTA) insider details RSU vesting and 40,063-share ownership

Rhea-AI Filing Summary

Okta, Inc. insider activity centers on RSU vesting and share withholding. A company officer, identified in the remarks as the Chief Legal Officer and Corporate Secretary, reported multiple transactions on December 15, 2025 involving Class A Common Stock.

Several blocks of Restricted Stock Units were converted into Class A Common Stock at a stated price of $0 per share, with corresponding share amounts withheld (code “F”) to cover obligations, also at a stated price of $0. After these transactions, the reporting person directly beneficially owned 40,063 shares of Okta Class A Common Stock.

The explanation notes that each RSU represents the right to receive one share of Class A Common Stock, with one RSU grant fully vesting on December 15, 2025 and other RSU grants vesting in specified quarterly installments, subject to continued employment.

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).

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^*

Schwartz Larissa

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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	12/15/2025		M		316	A	$0	35,517	D
Class A Common Stock	12/15/2025		F		161	D	$0	35,356	D
Class A Common Stock	12/15/2025		M		108	A	$0	35,464	D
Class A Common Stock	12/15/2025		F		55	D	$0	35,409	D
Class A Common Stock	12/15/2025		M		4,445	A	$0	39,854	D
Class A Common Stock	12/15/2025		F		2,258	D	$0	37,596	D
Class A Common Stock	12/15/2025		M		1,936	A	$0	39,532	D
Class A Common Stock	12/15/2025		F		984	D	$0	38,548	D
Class A Common Stock	12/15/2025		M		3,080	A	$0	41,628	D
Class A Common Stock	12/15/2025		F		1,565	D	$0	40,063	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)	12/15/2025		M			316	(2)	(2)	Class A Common Stock	316	$0	0	D
Restricted Stock Units	(1)	12/15/2025		M			108	(3)	(3)	Class A Common Stock	108	$0	109	D
Restricted Stock Units	(1)	12/15/2025		M			4,445	(4)	(4)	Class A Common Stock	4,445	$0	4,446	D
Restricted Stock Units	(1)	12/15/2025		M			1,936	(5)	(5)	Class A Common Stock	1,936	$0	9,684	D
Restricted Stock Units	(1)	12/15/2025		M			3,080	(6)	(6)	Class A Common Stock	3,080	$0	27,720	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 shares underlying the RSU fully vested on December 15, 2025.

3. 6.25% of the shares underlying the RSU vested on June 15, 2022, and the remaining shares underlying the RSU shall vest in 15 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.

4. 8.33% of the shares underlying the RSU vested on June 15, 2023, 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, 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.

6. 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.

Remarks:

Chief Legal Officer and Corporate Secretary

	/s/ Nathan Francis, attorney-in-fact of the Reporting Person	12/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Okta (OKTA) report on December 15, 2025?

An Okta officer reported multiple transactions on December 15, 2025 where Restricted Stock Units were converted into Class A Common Stock (transaction code M) and shares were withheld (transaction code F), all at a stated price of $0 per share.

How many Okta (OKTA) shares does the reporting person own after these transactions?

Following the reported transactions, the officer directly beneficially owned 40,063 shares of Okta Class A Common Stock.

What type of securities were involved in this Okta (OKTA) Form 4 filing?

The filing involves Restricted Stock Units (RSUs), each representing the right to receive one share of Okta’s Class A Common Stock, and the corresponding Class A Common Stock received upon conversion.

What is the vesting schedule for the Okta (OKTA) RSUs mentioned?

One RSU grant fully vested on December 15, 2025. Other RSU grants vest as follows: for one grant, 6.25% vested on June 15, 2022 with the remainder in 15 equal quarterly installments; for others, 8.33% vested on June 15, 2023, June 15, 2024, or June 15, 2025 with the remaining shares vesting in 11 equal quarterly installments, in each case subject to the officer’s continuous employment on each vesting date.

Who is the insider in this Okta (OKTA) Form 4 and what is their role?

The remarks describe the reporting person as Okta’s Chief Legal Officer and Corporate Secretary.

Why are some Okta (OKTA) transactions coded as M and F in the Form 4?

Transactions coded M reflect the conversion of Restricted Stock Units into Class A Common Stock. Transactions coded F reflect dispositions of shares, also at a stated price of $0, in connection with those awards.