[Form 4] Okta, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Okta, Inc.'s Chief Executive Officer and director reported multiple equity transactions in the company’s Class A common stock and related equity awards on 12/15/2025. Several blocks of Restricted Stock Units were converted into Class A shares, with reported acquisitions of 10,505, 5,035, and 7,392 shares at a stated price of $0 per share, reflecting vesting of previously granted awards. On the same date, the report shows dispositions coded "F" of 5,335, 2,557, and 3,754 shares, also at a stated price of $0, leaving 11,286 Class A shares held directly after these transactions.

In addition to the direct holdings, the reporting person lists derivative positions, including fully vested employee stock options to purchase 32,251, 48,372, and 63,667 Class A shares at exercise prices of $82.16, $142.47, and $274.96, plus an additional option for 127,334 shares at an exercise price of $274.96. The filing also shows indirect ownership by a trust of Class B common stock convertible into Class A, corresponding to 6,383,887 and 128,247 Class A shares.

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

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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^*

McKinnon Todd

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		10,505	A	$0	10,505	D
Class A Common Stock	12/15/2025		F		5,335	D	$0	5,170	D
Class A Common Stock	12/15/2025		M		5,035	A	$0	10,205	D
Class A Common Stock	12/15/2025		F		2,557	D	$0	7,648	D
Class A Common Stock	12/15/2025		M		7,392	A	$0	15,040	D
Class A Common Stock	12/15/2025		F		3,754	D	$0	11,286	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			10,505	(2)	(2)	Class A Common Stock	10,505	$0	10,506	D
Restricted Stock Units	(1)	12/15/2025		M			5,035	(3)	(3)	Class A Common Stock	5,035	$0	25,177	D
Restricted Stock Units	(1)	12/15/2025		M			7,392	(4)	(4)	Class A Common Stock	7,392	$0	66,527	D
Employee Stock Option (Right to Buy)	$82.16							(5)	03/24/2029	Class A Common Stock	32,251		32,251	D
Employee Stock Option (Right to Buy)	$142.47							(5)	04/14/2030	Class A Common Stock	48,372		48,372	D
Employee Stock Option (Right to Buy)	$274.96							(5)	04/21/2031	Class A Common Stock	63,667		63,667	D
Employee Stock Option (Right to Buy)	$274.96							(5)	04/21/2031	Class A Common Stock	127,334		127,334	D
Class B Common Stock	(6)							(6)	(6)	Class A Common Stock	6,383,887		6,383,887	I	By Trust
Class B Common Stock	(6)							(6)	(6)	Class A Common Stock	128,247		128,247	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. 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.

3. 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.

4. 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.

5. The shares subject to the option are fully vested and exercisable by the Reporting Person.

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.
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