[Form 4] Okta, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Mary Agnes Wilderotter, a director of Okta, Inc. (OKTA), was awarded 5,826 Restricted Stock Units (RSUs) in a transaction dated 08/13/2025. Each RSU converts into one share of Class A Common Stock. Following the grant, the Reporting Person beneficially owns 5,826 shares on a direct basis. The RSUs vest over three years: 33-1/3% on August 13, 2026 with the remainder vesting in two equal annual installments thereafter, subject to continued service. The Form 4 was signed by an attorney-in-fact, Larissa Schwartz, on 08/15/2025.

Positive

• Grant of 5,826 RSUs to a director aligns executive compensation with shareholder value
• Direct beneficial ownership of 5,826 shares is clearly disclosed
• Standard multi-year vesting schedule (33-1/3% after one year, then two equal annual installments) promotes retention

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director equity award aligning compensation with shareholder interests; standard multi-year vesting.

The Form 4 documents a non-derivative grant of 5,826 RSUs to a board director, which is a common mechanism to align long-term incentives. The vesting schedule—one-third after one year then two equal annual installments—matches typical service-based director award practices. The award is recorded as direct ownership and carries conversion one-for-one into Class A common stock. No cash exercise price is involved. The filing appears procedural and routine with no disclosures of additional arrangements or accelerated vesting.

Securities/Insider Trading Analyst

TL;DR: Insider disclosure shows a standard equity grant; transaction poses no immediate liquidity event or sale.

The reported transaction is an acquisition code A for RSUs totaling 5,826 units, with $0 price reported for the underlying shares, indicating this is a compensation grant rather than a purchase. The Form 4 lists the transaction date as 08/13/2025 and indicates continued ownership of 5,826 direct shares post-transaction. The signature by an attorney-in-fact is properly noted. From an insider-trading compliance perspective, there is no indication in this filing of a contemporaneous sale or disposition.

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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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^*

Wilderotter Mary Agnes

(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)
08/13/2025

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

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)	08/13/2025		A		5,826		(2)	(2)	Class A Common Stock	5,826	$0	5,826	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. 33-1/3% of the shares underlying the RSU shall vest on August 13, 2026, and the remaining shares underlying the RSU shall vest in 2 equal annual installments thereafter, subject to the Reporting Person's continued service with the Issuer on each such date.

Remarks:

	/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person	08/15/2025
	** 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 was reported on the Okta (OKTA) Form 4 filed for Mary Agnes Wilderotter?

The Form 4 reports a grant of 5,826 Restricted Stock Units (RSUs) to Mary Agnes Wilderotter with a transaction date of 08/13/2025 and direct beneficial ownership of 5,826 shares following the grant.

What is the vesting schedule for the RSUs reported by OKTA director Mary Agnes Wilderotter?

The RSUs vest 33-1/3% on August 13, 2026, with the remaining shares vesting in two equal annual installments thereafter, subject to continued service.

Does the Form 4 for OKTA show any sale of shares by the reporting person?

No. The filing records an acquisition (grant) of RSUs and shows $0 price for the underlying shares; it does not report any sale or disposition.

How many shares will each RSU convert into according to the filing?

Each Restricted Stock Unit represents the right to receive one share of Okta's Class A Common Stock.

Who signed the Form 4 for the reporting person and when?

The Form 4 was signed by Larissa Schwartz, attorney-in-fact, on 08/15/2025.