[Form 4] Okta, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Okta, Inc. director reports equity award activity and updated holdings. On 12/15/2025, the reporting person acquired 842 shares of Class A common stock at $0 per share in a transaction coded "M," reflecting settlement of restricted stock units. On the same date, 233 Class A shares were disposed of at $0 in a transaction coded "F," leaving 4,038 Class A shares held directly and 500 Class A shares held indirectly by a trust.

The person also reports RSUs and employee stock options covering various amounts of Class A common stock with exercise prices ranging from $39.21 to $274.96 and expiration dates from 03/21/2028 to 04/21/2031, all fully vested and exercisable. Footnotes explain that each RSU represents one Class A share, describe vesting schedules through June 24, 2026, and note large indirect holdings of Class B common stock that are convertible into Class A on a one-for-one basis with no expiration 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

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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^*

Kerrest Jacques Frederic

(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
	Officer (give title below)		Other (specify below)

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		842	A	$0	4,271	D
Class A Common Stock	12/15/2025		F		233	D	$0	4,038	D
Class A Common Stock								500	I	By Trust

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			842	(2)	(2)	Class A Common Stock	842	$0	843	D
Restricted Stock Units	(1)							(3)	(3)	Class A Common Stock	2,487		2,487	D
Employee Stock Option (Right to Buy)	$39.21							(4)	03/21/2028	Class A Common Stock	114,000		114,000	D
Employee Stock Option (Right to Buy)	$82.16							(4)	03/24/2029	Class A Common Stock	71,547		71,547	D
Employee Stock Option (Right to Buy)	$142.47							(4)	04/14/2030	Class A Common Stock	41,673		41,673	D
Employee Stock Option (Right to Buy)	$274.96							(4)	04/21/2031	Class A Common Stock	13,263		13,263	D
Employee Stock Option (Right to Buy)	$274.96							(4)	04/21/2031	Class A Common Stock	26,527		26,527	D
Class B Common Stock	(5)							(5)	(5)	Class A Common Stock	843,487		843,487	I	By Trust
Class B Common Stock	(5)							(5)	(5)	Class A Common Stock	88,776		88,776	I	By Trust
Class B Common Stock	(5)							(5)	(5)	Class A Common Stock	157,668		157,668	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. 25% of the shares underlying the RSU vested on March 15, 2022, and the remaining shares underlying the RSU shall vest in 12 equal quarterly installments thereafter, subject to the Reporting Person's continuous service with the Issuer on each such date, and subject to tolling from November 1, 2022 through October 31, 2023 per a Sabbatical Agreement between the Reporting Person and the Issuer.

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.

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

5. 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	12/17/2025
	** 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 insider activity did Okta (OKTA) report on December 15, 2025?

On 12/15/2025, an Okta director reported the acquisition of 842 shares of Class A common stock at $0 per share in a transaction coded "M" and the disposition of 233 Class A shares at $0 in a transaction coded "F".

How many Okta (OKTA) Class A shares does the reporting person own after this Form 4?

After the reported transactions, the director beneficially owns 4,038 shares of Class A common stock directly and 500 Class A shares indirectly through a trust.

What restricted stock units (RSUs) are disclosed for the Okta (OKTA) director?

The filing shows RSUs where each RSU represents one share of Class A common stock. One grant began vesting with 25% on March 15, 2022, with the remainder vesting in 12 equal quarterly installments, subject to continuous service and tolling under a Sabbatical Agreement. Another RSU grant vests in full on the earlier of June 24, 2026 or the date immediately prior to Okta's next regular annual stockholder meeting, subject to continued service.

What stock options are reported for the Okta (OKTA) director?

The director reports several employee stock options (right to buy) for Class A common stock, with exercise prices of $39.21, $82.16, $142.47, and $274.96, and expiration dates on 03/21/2028, 03/24/2029, 04/14/2030, and 04/21/2031. Footnote 4 states these option shares are fully vested and exercisable.

How are Okta (OKTA) Class B shares treated in this Form 4 filing?

The filing notes that each share of Class B common stock is convertible into one share of Class A common stock at the holder's option and has no expiration date. Significant amounts of Class A common stock are shown as indirectly owned via a trust in connection with these Class B holdings.

Does the Okta (OKTA) Form 4 mention a Rule 10b5-1 trading plan?

The form includes a checkbox to indicate if a transaction was made under a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The presence of this checkbox is disclosed, but the excerpt does not state whether it was checked.