[Form 4] Okta, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Okta (OKTA) reported an insider transaction on a Form 4. On 11/11/2025, an officer sold 1,318 Class A shares at $85.26 per share pursuant to a Rule 10b5-1 plan adopted on July 03, 2025. Following the sale, the officer beneficially owns 36,519 Class A shares directly.

The filing also lists RSU holdings, each representing one share, covering 316, 217, 8,891, 11,620, and 30,800 shares with scheduled quarterly vesting per their individual grant terms. Remarks identify the insider as the Chief Legal Officer and Corporate Secretary.

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).

X

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^*

Schwartz Larissa

(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)
11/11/2025

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	11/11/2025		S(1)		1,318	D	$85.26	36,519	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)							(3)	(3)	Class A Common Stock	316		316	D
Restricted Stock Units	(2)							(4)	(4)	Class A Common Stock	217		217	D
Restricted Stock Units	(2)							(5)	(5)	Class A Common Stock	8,891		8,891	D
Restricted Stock Units	(2)							(6)	(6)	Class A Common Stock	11,620		11,620	D
Restricted Stock Units	(2)							(7)	(7)	Class A Common Stock	30,800		30,800	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on July 03, 2025.

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

3. 6.25% of the shares underlying the RSU vested on March 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. 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.

5. 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.

6. 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.

7. 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:

Chief Legal Officer and Corporate Secretary

	/s/ Nathan Francis, attorney-in-fact of the Reporting Person	11/13/2025
	** 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) disclose in this Form 4?

An officer sold 1,318 Class A shares at $85.26 on 11/11/2025 under a Rule 10b5-1 plan and now holds 36,519 shares directly.

Was the Okta (OKTA) sale under a 10b5-1 plan?

Yes. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted on July 03, 2025.

How many shares does the insider own after the sale?

The officer beneficially owns 36,519 Okta Class A shares directly after the reported transaction.

What price were the Okta shares sold for?

The 1,318 shares were sold at an average price of $85.26 per share.

Who is the reporting person at Okta?

The remarks identify the insider as Okta’s Chief Legal Officer and Corporate Secretary.

What RSU positions are disclosed in the filing?

RSUs covering 316, 217, 8,891, 11,620, and 30,800 shares are listed, each RSU representing one share with quarterly vesting schedules.

How do the RSUs vest?

Examples include 6.25% tranches that began vesting on Mar 15, 2022 and Jun 15, 2022, and 8.33% tranches starting on Jun 15, 2023, Jun 15, 2024, and Jun 15, 2025, followed by equal quarterly installments.