[Form 4] Okta, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Okta, Inc. insider activity by Todd McKinnon: The filing reports multiple transactions on 09/15/2025 showing the Chief Executive Officer and Director acquiring restricted stock units (RSUs) and also reporting dispositions of Class A common stock. After the reported transactions, Mr. McKinnon beneficially owns both direct and indirect shares and derivative positions including fully vested employee stock options and RSUs that convert one-for-one into Class A common stock. The filing also discloses substantial indirect holdings through trust-held Class B common stock convertible into Class A shares, amounting to 6,366,778 Class A-equivalent shares plus 128,247 additional Class A-equivalent shares held by trust.

Positive

• RSU acquisitions reported (e.g., 10,505; 5,035; 7,392 units) increasing the Reporting Person's claim to Class A shares
• Fully vested employee stock options disclosed, indicating exercisable equity positions across multiple strikes and expirations
• Large indirect stake via trust: 6,366,778 Class A-equivalent shares (convertible Class B) preserves substantial economic/voting interest

Negative

• Multiple dispositions of Class A common stock on 09/15/2025 reduced direct beneficial ownership totals
• Direct holdings fluctuate due to simultaneous acquisitions and dispositions on the same date, complicating near-term ownership clarity

Insights

Corporate Governance Expert

TL;DR: CEO reported routine equity compensation vesting and some disposals; material indirect holdings remain concentrated via trust.

The Form 4 documents a mix of RSU vesting/acquisitions and disposals on 09/15/2025 for Todd McKinnon, who serves as both CEO and a director. Several RSU grants were marked as acquired (codes M) with corresponding underlying Class A shares and some immediate dispositions (codes F) reducing direct holdings. Significant indirect ownership persists through Class B shares held in trust convertible into 6,366,778 Class A-equivalent shares, which indicates sustained concentrated voting/economic control indirectly.

Compensation & Equity Analyst

TL;DR: Multiple RSU vesting events increased share exposure; several employee options are fully vested and exercisable.

The filing lists numerous RSU acquisitions (10,505; 5,035; 7,392 units among others) and corresponding increases in reported derivative holdings. It also shows fully vested employee stock options across multiple strike prices and expirations, and these options cover meaningful share counts (totaling tens of thousands per grant). The mix of vesting RSUs and vested options is consistent with executive compensation realization events rather than open-market strategic purchases.

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
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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).

1. Name and Address of Reporting Person^*

McKinnon Todd

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		M		10,505	A	$0	31,187	D
Class A Common Stock	09/15/2025		F		5,335	D	$0	25,852	D
Class A Common Stock	09/15/2025		M		5,035	A	$0	30,887	D
Class A Common Stock	09/15/2025		F		2,557	D	$0	28,330	D
Class A Common Stock	09/15/2025		M		7,392	A	$0	35,722	D
Class A Common Stock	09/15/2025		F		3,754	D	$0	31,968	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)	09/15/2025		M			10,505	(2)	(2)	Class A Common Stock	10,505	$0	21,011	D
Restricted Stock Units	(1)	09/15/2025		M			5,035	(3)	(3)	Class A Common Stock	5,035	$0	30,212	D
Restricted Stock Units	(1)	09/15/2025		M			7,392	(4)	(4)	Class A Common Stock	7,392	$0	73,919	D
Employee Stock Option (Right to Buy)	$8.97							(5)	07/29/2026	Class B Common Stock	17,109		17,109	D
Employee Stock Option (Right to Buy)	$82.16							(5)	03/24/2029	Class A Common Stock	32,251		32,251	D
Employee Stock Option (Right to Buy)	$142.47							(5)	04/14/2030	Class A Common Stock	48,372		48,372	D
Employee Stock Option (Right to Buy)	$274.96							(5)	04/21/2031	Class A Common Stock	63,667		63,667	D
Employee Stock Option (Right to Buy)	$274.96							(5)	04/21/2031	Class A Common Stock	127,334		127,334	D
Class B Common Stock	(6)							(6)	(6)	Class A Common Stock	6,366,778		6,366,778	I	By Trust
Class B Common Stock	(6)							(6)	(6)	Class A Common Stock	128,247		128,247	I	By Trust

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. 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.

3. 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.

4. 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.

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

6. 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.

Remarks:

	/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person	09/17/2025
	** 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 transactions did OKTA insider Todd McKinnon report on 09/15/2025?

Answer: The Form 4 reports multiple RSU acquisitions (e.g., 10,505; 5,035; 7,392 units) and several Class A share dispositions on 09/15/2025.

How many Class A-equivalent shares does Todd McKinnon indirectly hold via trust according to the Form 4?

Answer: The filing discloses 6,366,778 Class A-equivalent shares held indirectly by trust, plus 128,247 additional Class A-equivalent shares by trust.

Are any employee stock options fully vested for the reporting person in the OKTA Form 4?

Answer: Yes. The filing states the shares subject to certain employee stock options are fully vested and exercisable by the reporting person.

Do the RSUs convert into Class A common stock one-for-one in the OKTA filing?

Answer: Yes. The filing explains each Restricted Stock Unit represents the right to receive one share of Class A common stock.

What is the reporting person’s role at OKTA as stated in the Form 4?

Answer: The reporting person, Todd McKinnon, is identified as both Chief Executive Officer and a Director.

Who signed the Form 4 on behalf of Todd McKinnon and when?

Answer: The form was signed by Larissa Schwartz, attorney-in-fact for the reporting person, on 09/17/2025.