[Form 4] Okta, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Okta insider Form 4 shows RSU vesting and option-related activity. A company officer reported multiple transactions in Okta Class A Common Stock and related equity awards dated 12/15/2025. Non-derivative transactions include acquisitions and dispositions at a stated price of $0, leaving 19,636 shares of Class A Common Stock beneficially owned directly after the final reported transaction.

Several Restricted Stock Units were exercised into Class A Common Stock in amounts of 1,187, 9,952, 4,841, and 5,280 shares, with RSU vesting schedules tied to quarterly installments beginning on June 15 of 2022, 2023, 2024, and 2025 respectively, subject to continued employment. The officer also holds fully vested employee stock options with exercise prices of $8.97, $211.86, $274.96, and $255.38 covering Class A and Class B shares, all reported as directly owned.

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^*

Kelleher Eric Robert

(Last) (First) (Middle)

100 FIRST STREET, 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)
	See Remarks

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		1,187	A	$0	10,361	D
Class A Common Stock	12/15/2025		F		603	D	$0	9,758	D
Class A Common Stock	12/15/2025		M		9,952	A	$0	19,710	D
Class A Common Stock	12/15/2025		F		5,054	D	$0	14,656	D
Class A Common Stock	12/15/2025		M		4,841	A	$0	19,497	D
Class A Common Stock	12/15/2025		F		2,459	D	$0	17,038	D
Class A Common Stock	12/15/2025		M		5,280	A	$0	22,318	D
Class A Common Stock	12/15/2025		F		2,682	D	$0	19,636	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)	12/15/2025		M			1,187	(2)	(2)	Class A Common Stock	1,187	$0	1,188	D
Restricted Stock Units	(1)	12/15/2025		M			9,952	(3)	(3)	Class A Common Stock	9,952	$0	9,953	D
Restricted Stock Units	(1)	12/15/2025		M			4,841	(4)	(4)	Class A Common Stock	4,841	$0	24,209	D
Restricted Stock Units	(1)	12/15/2025		M			5,280	(5)	(5)	Class A Common Stock	5,280	$0	47,519	D
Employee Stock Option (Right to Buy)	$8.97							(6)	10/23/2026	Class B Common Stock	4,818		4,818	D
Employee Stock Option (Right to Buy)	$211.86							(6)	09/21/2030	Class A Common Stock	2,955		2,955	D
Employee Stock Option (Right to Buy)	$274.96							(6)	04/21/2031	Class A Common Stock	6,792		6,792	D
Employee Stock Option (Right to Buy)	$255.38							(6)	09/22/2031	Class A Common Stock	12,587		12,587	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. 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. The shares subject to the option are fully vested and exercisable by the Reporting Person.

Remarks:

President and Chief Operating Officer

	/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).
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