OKTA Form 4: David Schellhase awarded 5,826 restricted units

Rhea-AI Filing Summary

Okta director David Schellhase received a grant of 5,826 Restricted Stock Units (RSUs) on August 13, 2025. Each RSU converts to one share of Class A Common Stock and the award is valued at $0 per unit as RSUs (not an immediate cash or stock sale). After the grant, the Reporting Person beneficially owns 5,826 shares directly. The RSUs vest 33-1/3% on August 13, 2026, with the remainder vesting in two equal annual installments thereafter, subject to continued service.

Insights

Corporate Governance Expert

TL;DR: Director received a standard multi-year RSU grant with time-based vesting, aligning pay with continued service.

The filing documents a routine, time-vesting equity award to a board member payable in Class A common shares. The structure—one-third vesting after one year and the balance over two additional annual installments—is a common approach to promote retention and align director interests with shareholders. The award size (5,826 RSUs) and post-grant direct ownership are explicitly disclosed. No departures, accelerated vesting, or performance conditions are indicated in the filing.

Securities Analyst

TL;DR: This Form 4 reports a non-derivative RSU grant; the disclosure is routine and has limited market impact.

The report shows an acquisition code 'A' for 5,826 RSUs on 08/13/2025 with a $0 price reflecting restricted units rather than a cash purchase. The filing also confirms direct beneficial ownership of 5,826 shares following the grant. There are no sales, option exercises, or other transactions disclosed that would affect immediate share count or liquidity. From a securities perspective, this is a standard insider compensation disclosure.

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^*

Schellhase David

(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 did Okta director David Schellhase receive on 08/13/2025 (OKTA)?

The director was granted 5,826 Restricted Stock Units (RSUs), each convertible into one share of Class A Common Stock.

When do the RSUs granted to David Schellhase vest?

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

How many shares does the reporting person beneficially own after the transaction?

The filing reports 5,826 shares beneficially owned following the reported transaction.

What price is reported for the RSU grant on the Form 4?

The RSUs are reported with a $0 price, consistent with restricted stock units rather than a cash purchase.

Was the Form 4 filed jointly or by one reporting person?

The filing was made by one reporting person (Form filed by One Reporting Person checked).