Okta (OKTA) CRO granted 55,426 RSUs in new stock award

Rhea-AI Filing Summary

Addison Jonathan James reported acquisition or exercise transactions in this Form 4 filing.

Okta, Inc. Chief Revenue Officer Jonathan James Addison received a grant of 55,426 Restricted Stock Units on Class A Common Stock as equity compensation. Each RSU represents one share, with 8.33% scheduled to vest on June 15, 2026 and the rest in 11 equal quarterly installments, subject to continued employment. The filing also shows previously granted RSUs covering 10,773, 5,810 and 24,640 underlying shares and a direct holding of 27,668 Class A Common shares, indicating a continuing, largely equity-based compensation position rather than any open‑market buying or selling.

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^*

Addison Jonathan James

(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 Revenue Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2026

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
Class A Common Stock								27,668	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)	03/19/2026		A		55,426		(2)	(2)	Class A Common Stock	55,426	$0	55,426	D
Restricted Stock Units	(1)							(3)	(3)	Class A Common Stock	10,773		10,773	D
Restricted Stock Units	(1)							(4)	(4)	Class A Common Stock	5,810		5,810	D
Restricted Stock Units	(1)							(5)	(5)	Class A Common Stock	24,640		24,640	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. 8.33% of the shares underlying the RSU shall vest on June 15, 2026, 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.

3. 8.33% of the shares underlying the RSU vested on March 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.

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.

Remarks:

	/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person	03/23/2026
	** 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)

FAQ

What did Okta (OKTA) Chief Revenue Officer Jonathan Addison report in this Form 4?

Jonathan Addison reported an equity compensation grant of 55,426 Restricted Stock Units tied to Okta Class A Common Stock. The filing also lists his existing RSU awards and 27,668 directly held Class A shares, with no open-market purchases or sales disclosed.

What type of securities were granted to Okta (OKTA) CRO Jonathan Addison?

He received 55,426 Restricted Stock Units, each representing one share of Okta’s Class A Common Stock. RSUs are stock-based compensation that convert into shares over time as they vest, aligning executive pay with longer-term shareholder value and company performance.

How will Jonathan Addison’s new Okta (OKTA) RSU grant vest over time?

For this 55,426-unit RSU award, 8.33% of the shares are scheduled to vest on June 15, 2026. The remaining shares then vest in 11 equal quarterly installments, provided he remains continuously employed by Okta on each scheduled vesting date.

What prior RSU awards for Okta (OKTA) CRO Jonathan Addison are referenced?

Footnotes describe earlier RSU grants where 8.33% vested on March 15, 2024, June 15, 2024, and June 15, 2025. For each, the remaining shares vest in 11 equal quarterly installments, contingent on his continuous employment with Okta on those vesting dates.

Does the Okta (OKTA) Form 4 show any stock purchases or sales by Jonathan Addison?

The Form 4 does not show any open-market stock purchases or sales by Jonathan Addison. It primarily records an RSU grant and lists existing RSU positions and 27,668 directly held Class A Common shares as of the reported date.

What ongoing equity positions in Okta (OKTA) does Jonathan Addison hold after this filing?

After the reported transactions, he holds multiple RSU awards linked to 10,773, 5,810 and 24,640 underlying Okta Class A shares, plus 27,668 directly owned Class A Common shares. These positions reflect a meaningful, continuing equity stake tied to company performance.