Okta grants 97K RSUs to chief legal officer

Okta’s chief legal officer received two time-vested RSU awards totaling 97,346 units tied to continued employment.

Rhea-AI Filing Summary

Okta, Inc. (symbol: OKTA) is the issuer of record for a Form 4 filing submitted to the SEC. Morgan Scott reported acquisition or exercise transactions in this Form 4 filing.

Okta, Inc. (OKTA) reported that Chief Legal Officer Scott Morgan received two grants of Restricted Stock Units on September 14, 2026. One award covers 6,808 RSUs, and a second award covers 90,538 RSUs, each representing the right to receive one share of Class A Common Stock. The 6,808-RSU grant vests 25% on December 15, 2026, with the balance vesting in three equal quarterly installments. The 90,538-RSU grant vests 16.67% on March 15, 2027, with the remaining units vesting in ten equal quarterly installments, in each case subject to Morgan’s continuous employment. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Grant/Award: 97,346 shares

Grant/Award 2 txns

Insider Morgan Scott

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units F1, F2	6,808	$0.00	$0.00
Grant/Award	Restricted Stock Units F1, F3	90,538	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 97,346 contracts (Direct)

Footnotes (3)

1. F1. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
2. F2. 25% of the shares underlying the RSU shall vest on December 15, 2026, and the remaining shares underlying the RSU shall vest in 3 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.
3. F3. 16.67% of the shares underlying the RSU shall vest on March 15, 2027, and the remaining shares underlying the RSU shall vest in 10 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.

Key Figures

RSU grant 1 size: 6,808 RSUs RSU grant 2 size: 90,538 RSUs Total RSUs granted: 97,346 RSUs +4 more

7 metrics

RSU grant 1 size 6,808 RSUs Restricted Stock Units granted September 14, 2026, to Chief Legal Officer

RSU grant 2 size 90,538 RSUs Restricted Stock Units granted September 14, 2026, to Chief Legal Officer

Total RSUs granted 97,346 RSUs Sum of the two RSU awards granted September 14, 2026

Initial vesting for 6,808 RSUs 25% Vests December 15, 2026, remaining in three equal quarterly installments

Initial vesting for 90,538 RSUs 16.67% Vests March 15, 2027, remaining in ten equal quarterly installments

RSU vesting condition Continuous employment required All vesting subject to continued employment on each vesting date

Exercise price per RSU $0.00 per unit RSU awards have no purchase price per share

Key Terms

Restricted Stock Unit, Class A Common Stock, vesting, continuous employment

4 terms

Restricted Stock Unit financial

"Each Restricted Stock Unit ("RSU") represents the right to receive one share"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

Class A Common Stock financial

"one share of the Issuer's Class A Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

vesting financial

"25% of the shares underlying the RSU shall vest on December 15, 2026"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

continuous employment financial

"subject to the Reporting Person's continuous employment with the Issuer"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity awards did Okta (OKTA) grant to Chief Legal Officer Scott Morgan?

Scott Morgan received two Restricted Stock Unit awards on September 14, 2026: one for 6,808 RSUs and another for 90,538 RSUs, each RSU representing one share of Okta Class A Common Stock, subject to stated vesting schedules and continued employment.

When do Scott Morgan’s new Okta (OKTA) RSUs vest?

For the 6,808 RSU grant, 25% vests on December 15, 2026, with the rest in three equal quarterly installments. For the 90,538 RSU grant, 16.67% vests on March 15, 2027, with the remainder in ten equal quarterly installments, conditioned on continued employment.

How many Okta (OKTA) shares could Scott Morgan receive from these RSUs in total?

The two awards together cover 97,346 Restricted Stock Units, each representing the right to receive one share of Okta’s Class A Common Stock if and as the units vest under the applicable vesting schedules and employment conditions.

Are Scott Morgan’s Okta (OKTA) RSU grants linked to a Rule 10b5-1 trading plan?

The filing indicates no Rule 10b5-1 trading plan is reported for these RSU grants. They are described as awards of Restricted Stock Units with time-based vesting tied to continued employment, not as transactions executed under a trading plan.

What conditions apply to vesting of Scott Morgan’s Okta (OKTA) RSUs?

Both RSU grants vest only if Scott Morgan remains continuously employed with Okta on each vesting date. The filing specifies that each scheduled vesting installment is subject to the reporting person’s continuous employment with the issuer on the relevant vesting dates.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/16/2026 - 06:29 PM Accepted by SEC EDGAR 09/16/2026 - 06:29 PM Learn about SEC filing dates

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^*

Morgan Scott

(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 Legal Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/14/2026

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

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)	09/14/2026		A		6,808		(2)	(2)	Class A Common Stock	6,808	$0	6,808	D
Restricted Stock Units	(1)	09/14/2026		A		90,538		(3)	(3)	Class A Common Stock	90,538	$0	90,538	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. 25% of the shares underlying the RSU shall vest on December 15, 2026, and the remaining shares underlying the RSU shall vest in 3 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.

3. 16.67% of the shares underlying the RSU shall vest on March 15, 2027, and the remaining shares underlying the RSU shall vest in 10 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.

Remarks:

	/s/ Nathan Francis, attorney-in-fact of the Reporting Person	09/16/2026
	** 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)