Okta (OKTA) Chief Accounting Officer reports RSU stock activity

Rhea-AI Filing Summary

Okta, Inc. reported insider equity activity by its Chief Accounting Officer on December 15, 2025. The filing shows multiple transactions in Class A Common Stock tied to Restricted Stock Units (RSUs), with shares acquired at a price of $0 under transaction code "M" and shares disposed of under transaction code "F" on the same date.

After these transactions, the reporting person directly beneficially owned 18,401 shares of Okta Class A Common Stock. The RSU footnotes state that each RSU represents one share of Class A Common Stock and describe vesting schedules beginning on June 15, 2023, June 15, 2024, June 15, 2025, and September 15, 2023, with remaining shares vesting in equal quarterly installments, contingent on continued employment.

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^*

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)
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		2,196	A	$0	18,595	D
Class A Common Stock	12/15/2025		F		1,116	D	$0	17,479	D
Class A Common Stock	12/15/2025		M		556	A	$0	18,035	D
Class A Common Stock	12/15/2025		F		283	D	$0	17,752	D
Class A Common Stock	12/15/2025		M		484	A	$0	18,236	D
Class A Common Stock	12/15/2025		F		246	D	$0	17,990	D
Class A Common Stock	12/15/2025		M		836	A	$0	18,826	D
Class A Common Stock	12/15/2025		F		425	D	$0	18,401	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			2,196	(2)	(2)	Class A Common Stock	2,196	$0	6,588	D
Restricted Stock Units	(1)	12/15/2025		M			556	(3)	(3)	Class A Common Stock	556	$0	556	D
Restricted Stock Units	(1)	12/15/2025		M			484	(4)	(4)	Class A Common Stock	484	$0	2,421	D
Restricted Stock Units	(1)	12/15/2025		M			836	(5)	(5)	Class A Common Stock	836	$0	7,524	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. 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.

3. 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.

4. 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.

5. 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	12/17/2025
	** 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).
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FAQ

What insider activity at Okta (OKTA) is disclosed in this Form 4?

The Form 4 reports that Okta's Chief Accounting Officer had multiple transactions on December 15, 2025 involving Class A Common Stock related to Restricted Stock Units (RSUs), with shares both acquired and disposed of on that date.

How many Okta (OKTA) shares does the reporting person own after the reported transactions?

Following the reported transactions, the reporting person beneficially owns 18,401 shares of Okta Class A Common Stock in direct ownership.

What types of securities are involved in this Okta (OKTA) insider filing?

The filing involves Class A Common Stock and Restricted Stock Units (RSUs). Each RSU represents the right to receive one share of Okta Class A Common Stock.

What do the RSU vesting terms look like in this Okta (OKTA) Form 4?

The footnotes state that certain RSUs began vesting on September 15, 2023, June 15, 2023, June 15, 2024, and June 15, 2025, with the remaining shares vesting in equal quarterly installments, subject to the reporting person’s continuous employment on each vesting date.

What transaction codes appear in this Okta (OKTA) insider report and on what date?

The filing lists Class A Common Stock transactions on December 15, 2025 with transaction codes "M" and "F" in Table I, all at a reported price of $0 per share.

Who signed the Okta (OKTA) Form 4 and when was it signed?

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