Okta (OKTA) CFO updates insider holdings after RSU conversions

Rhea-AI Filing Summary

Okta, Inc. reported insider equity activity for its Chief Financial Officer on a Form 4 dated 12/15/2025. Multiple Restricted Stock Unit (RSU) awards were converted into shares of Class A Common Stock at an exercise price of $0, and a portion of the resulting shares was withheld to cover obligations, leaving the CFO with net additional holdings.

Following these transactions, the CFO beneficially owns 144,385 shares of Class A Common Stock directly and 1,250 shares indirectly through a trust. The filing also shows continuing holdings of RSUs tied to Okta Class A Common Stock and 69,046 shares of Class A Common Stock underlying Class B shares held indirectly through a trust, which are convertible one-for-one into Class A with no expiration date. Several RSU grants vest in quarterly installments, contingent on 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

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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^*

Tighe Brett

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

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		4,580	A	$0	137,916	D
Class A Common Stock	12/15/2025		F		1,832	D	$0	136,084	D
Class A Common Stock	12/15/2025		M		6,298	A	$0	142,382	D
Class A Common Stock	12/15/2025		F		2,479	D	$0	139,903	D
Class A Common Stock	12/15/2025		M		3,873	A	$0	143,776	D
Class A Common Stock	12/15/2025		F		1,525	D	$0	142,251	D
Class A Common Stock	12/15/2025		M		3,520	A	$0	145,771	D
Class A Common Stock	12/15/2025		F		1,386	D	$0	144,385	D
Class A Common Stock								1,250	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			4,580	(2)	(2)	Class A Common Stock	4,580	$0	4,581	D
Restricted Stock Units	(1)	12/15/2025		M			6,298	(3)	(3)	Class A Common Stock	6,298	$0	6,298	D
Restricted Stock Units	(1)	12/15/2025		M			3,873	(4)	(4)	Class A Common Stock	3,873	$0	19,367	D
Restricted Stock Units	(1)	12/15/2025		M			3,520	(5)	(5)	Class A Common Stock	3,520	$0	31,680	D
Class B Common Stock	(6)							(6)	(6)	Class A Common Stock	69,046		69,046	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. 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.

3. 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.

4. 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.

5. 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.

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	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).
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FAQ

What insider transaction did Okta (OKTA) disclose for its CFO?

Okta disclosed that its Chief Financial Officer had several Restricted Stock Unit (RSU) awards convert into shares of Class A Common Stock on 12/15/2025 at an exercise price of $0. Some of the resulting shares were then disposed of, coded as "F," to cover obligations.

How many Okta (OKTA) Class A shares does the CFO own after the reported transactions?

After the reported transactions, the CFO beneficially owns 144,385 shares of Okta Class A Common Stock directly and 1,250 shares of Class A Common Stock indirectly through a trust.

What RSU vesting schedules are described for Okta (OKTA) in this filing?

The filing explains that one RSU grant vests 6.25% on June 15, 2022 with the remaining shares vesting in 15 equal quarterly installments, and other RSU grants vest 8.33% on June 15 of 2023, 2024, and 2025, with the remaining shares vesting in 11 equal quarterly installments, each subject to continued employment.

What does each Okta (OKTA) Restricted Stock Unit represent in this Form 4?

Each Restricted Stock Unit (RSU)one share of Okta’s Class A Common Stock upon vesting, as stated in the explanation of responses.

How are Okta (OKTA) Class B shares treated in this insider report?

The filing notes that 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. A trust holds 69,046 Class A shares underlying Class B stock, reported as indirectly owned.

Is the Okta (OKTA) Form 4 filed by one or multiple reporting persons?

The Form 4 is indicated as being filed by one reporting person, who serves as Okta’s Chief Financial Officer and is identified as an officer of the issuer.