[Form 4] Okta, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Okta insider filing: Eric Robert Kelleher, President and Chief Operating Officer of Okta, reported multiple equity transactions dated 09/15/2025. Several Restricted Stock Units (RSUs) vested on that date and were converted into Class A common stock (transactions show acquisitions of 385, 1,188, 9,952, 4,842 and 5,280 Class A shares). The filing also shows contemporaneous dispositions listed with code F for portions of those holdings. The report lists outstanding employee stock options exercisable for Class A and Class B shares with strike prices ranging from $8.97 to $274.96 and various expiration dates, and notes certain options are fully vested and exercisable.

Positive

• Executive equity alignment: Multiple RSUs vested and converted to Class A common stock, indicating compensation realization tied to service.
• Clear exercisable option positions: Employee stock options with defined strike prices and expirations are disclosed, some fully vested and exercisable.

Negative

• Insider dispositions reported: Several transactions coded F indicate portions of holdings were disposed of on the same date as vesting.
• No context on proceeds or purpose of dispositions: Filing does not state whether dispositions were sales for tax withholding, diversification, or other reasons.

Insights

Financial Analyst

TL;DR: Routine executive vesting and option holdings with some sales—primarily a disclosure of compensation realization, not a company operational event.

The Form 4 documents multiple RSU vestings converted into Class A common shares and several reported dispositions on 09/15/2025 by Okta's President and COO. The filing quantifies share movements and lists exercisable employee stock options with strike prices from $8.97 to $274.96 and expirations through 2031. From an investor perspective, these entries reflect executive compensation monetization and existing option exposure rather than new operational developments. No financial performance metrics or forward-looking statements are included.

Corporate Governance Expert

TL;DR: Disclosure complies with Section 16 reporting; shows vesting schedule realization and retained option positions.

The filing discloses that multiple RSUs vested on 09/15/2025 and were settled into Class A shares, and it documents contemporaneous dispositions (code F). The explanatory notes confirm standard vesting schedules and that certain options are fully vested and exercisable. This is a routine insider disclosure that confirms the reporting person's continued relationship to the company and current equity incentive status. The filing contains no indications of unusual governance events or regulatory issues.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

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)
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		385	A	$0	7,429	D
Class A Common Stock	09/15/2025		F		196	D	$0	7,233	D
Class A Common Stock	09/15/2025		M		1,188	A	$0	8,421	D
Class A Common Stock	09/15/2025		F		604	D	$0	7,817	D
Class A Common Stock	09/15/2025		M		9,952	A	$0	17,769	D
Class A Common Stock	09/15/2025		F		5,054	D	$0	12,715	D
Class A Common Stock	09/15/2025		M		4,842	A	$0	17,557	D
Class A Common Stock	09/15/2025		F		2,459	D	$0	15,098	D
Class A Common Stock	09/15/2025		M		5,280	A	$0	20,378	D
Class A Common Stock	09/15/2025		F		2,682	D	$0	17,696	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)	09/15/2025		M			385	(2)	(2)	Class A Common Stock	385	$0	0	D
Restricted Stock Units	(1)	09/15/2025		M			1,188	(3)	(3)	Class A Common Stock	1,188	$0	2,375	D
Restricted Stock Units	(1)	09/15/2025		M			9,952	(4)	(4)	Class A Common Stock	9,952	$0	19,905	D
Restricted Stock Units	(1)	09/15/2025		M			4,842	(5)	(5)	Class A Common Stock	4,842	$0	29,050	D
Restricted Stock Units	(1)	09/15/2025		M			5,280	(6)	(6)	Class A Common Stock	5,280	$0	52,799	D
Employee Stock Option (Right to Buy)	$8.97							(7)	10/23/2026	Class B Common Stock	7,228		7,228	D
Employee Stock Option (Right to Buy)	$211.86							(7)	09/21/2030	Class A Common Stock	2,955		2,955	D
Employee Stock Option (Right to Buy)	$274.96							(7)	04/21/2031	Class A Common Stock	6,792		6,792	D
Employee Stock Option (Right to Buy)	$255.38							(7)	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. The shares underlying the RSU fully vested on September 15, 2025.

3. 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.

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.

7. 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	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 Eric Kelleher report on Form 4 dated 09/15/2025?

The filing reports multiple RSU vestings converted to Class A common stock (385, 1,188, 9,952, 4,842 and 5,280 shares) and contemporaneous dispositions; it also lists exercisable employee stock options.

How many RSU shares vested for Eric Kelleher on 09/15/2025?

The Form 4 lists RSU-based acquisitions of Class A shares of 385, 1,188, 9,952, 4,842 and 5,280 on 09/15/2025.

Are any employee stock options held by the reporting person exercisable?

Yes. The filing notes options with strike prices $8.97, $211.86, $274.96 and $255.38; the explanatory note states the shares subject to one option group are fully vested and exercisable.

Does the Form 4 explain why some shares were disposed (code F)?

No. The filing shows dispositions with transaction code F on 09/15/2025 but does not provide reasons or proceeds for those dispositions.

What is Eric Kelleher's position at Okta as stated in the filing?

The filing identifies the reporting person as President and Chief Operating Officer.