OKTA Insider Filing: Ninan Shibu RSU Vesting and 180-Share ESPP Buy

Rhea-AI Filing Summary

Okta insider reporting shows officer and Chief Accounting Officer Ninan Shibu executed multiple transactions on 09/15/2025 involving Class A common stock and restricted stock units (RSUs). The filing records purchases under an Employee Stock Purchase Plan (180 shares) and the vesting-related acquisition of RSU shares totaling multiple lots that increased direct beneficial ownership from 15,477 to 16,824 shares at various steps, with 8,784 RSU-based shares held after the transactions. The RSUs vest on scheduled dates with portions previously vested (including 25% on 09/15/2023 and periodic quarterly vesting thereafter) and remaining vesting contingent on continued employment. The form is signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Scheduled RSU vesting occurred as disclosed, converting restricted units into Class A common stock under stated vesting schedules
• Participation in Employee Stock Purchase Plan resulted in acquisition of 180 shares, reflecting insider contribution to share ownership
• Form 4 filed and signed by attorney-in-fact, indicating compliance with Section 16 reporting obligations

Negative

• None.

Insights

Financial Analyst

TL;DR Routine officer purchases and scheduled RSU vesting, modest increase in direct shares; no new compensation plan changes or sales reported.

The Form 4 discloses a series of small acquisition and disposition bookkeeping entries tied to RSU vesting schedules and an ESPP purchase. Transaction codes indicate vesting-related acquisitions (M) and dispositions (F) that adjust reported beneficial ownership in increments (hundreds to low thousands of shares). The activity appears to reflect compensation realization rather than open-market trading; aggregate direct beneficial ownership moved within a limited range consistent with periodic vesting. No option exercises, large share sales, or material changes to overall ownership percentage are shown in the filing.

Corporate Governance Expert

TL;DR Compliance filing documents expected officer equity vesting and ESPP participation; governance controls appear intact.

The filing documents scheduled vesting mechanics for multiple RSU grants and a small ESPP acquisition, with vesting subject to continuous employment as stated. Signatory authority is delegated to an attorney-in-fact who executed the Form 4 signature block, consistent with procedural practice. There are no indications of accelerated vesting, change-in-control clauses being triggered, or unusual insider dispositions in this report. The disclosure meets Section 16 reporting requirements for these transactions.

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).

1. Name and Address of Reporting Person^*

Ninan Shibu

(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)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		M		2,196	A	$0	16,593(1)	D
Class A Common Stock	09/15/2025		F		1,116	D	$0	15,477	D
Class A Common Stock	09/15/2025		M		555	A	$0	16,032	D
Class A Common Stock	09/15/2025		F		282	D	$0	15,750	D
Class A Common Stock	09/15/2025		M		485	A	$0	16,235	D
Class A Common Stock	09/15/2025		F		247	D	$0	15,988	D
Class A Common Stock	09/15/2025		M		836	A	$0	16,824	D
Class A Common Stock	09/15/2025		F		425	D	$0	16,399	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	(2)	09/15/2025		M			2,196	(3)	(3)	Class A Common Stock	2,196	$0	8,784	D
Restricted Stock Units	(2)	09/15/2025		M			555	(4)	(4)	Class A Common Stock	555	$0	1,112	D
Restricted Stock Units	(2)	09/15/2025		M			485	(5)	(5)	Class A Common Stock	485	$0	2,905	D
Restricted Stock Units	(2)	09/15/2025		M			836	(6)	(6)	Class A Common Stock	836	$0	8,360	D

Explanation of Responses:

1. Includes 180 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan.

2. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

3. 25% of the shares underlying the RSU vested on September 15, 2023, and the remaining shares underlying the RSU shall vest in 12 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, 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.

5. 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.

6. 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	09/17/2025
	** 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).
** 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 (OKTA) insider Ninan Shibu report on 09/15/2025?

The filing reports multiple transactions on 09/15/2025: acquisitions and dispositions tied to RSU vesting and an ESPP purchase, adjusting beneficial ownership in Class A common stock.

How many shares did Ninan Shibu beneficially own after the reported transactions?

The largest reported post-transaction direct beneficial ownership figure shown is 16,824 shares of Class A common stock in the table entries.

Did the Form 4 disclose any sales of large blocks of Okta stock?

No; the transactions are vesting-related acquisitions and ESPP purchases. Dispositions shown are administrative in nature but do not indicate large open-market sales.

How many RSU shares vested or were converted in these transactions?

The filing records RSU-based acquisitions of 2,196, 555, 485, and 836 RSUs in separate entries, with corresponding underlying Class A common stock amounts.

Who signed the Form 4 for the reporting person?

The Form 4 was signed by Larissa Schwartz, attorney-in-fact for the reporting person, on 09/17/2025.