Okta (OKTA) Chief Revenue Officer details RSU vesting and holdings

Rhea-AI Filing Summary

Okta, Inc. reported insider equity activity for its Chief Revenue Officer on December 15, 2025. The filing shows multiple Restricted Stock Unit (RSU) conversions into Class A Common Stock at an exercise price of $0 per share, recorded with transaction code "M" in both the non-derivative and derivative tables. Corresponding "F" transactions reflect disposals of shares at $0, with the officer directly holding 13,205 shares of Class A Common Stock after all reported transactions.

The derivative table explains that each RSU represents one share of Class A Common Stock and details several RSU grants that vest over time. One RSU grant fully vested on December 15, 2025, while others began vesting on dates such as June 15, 2022 and June 15, 2023, with the remaining portions scheduled to vest 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^*

Addison Jonathan James

(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 Revenue 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		1,069	A	$0	8,136	D
Class A Common Stock	12/15/2025		F		605	D	$0	7,531	D
Class A Common Stock	12/15/2025		M		848	A	$0	8,379	D
Class A Common Stock	12/15/2025		F		478	D	$0	7,901	D
Class A Common Stock	12/15/2025		M		3,317	A	$0	11,218	D
Class A Common Stock	12/15/2025		F		1,842	D	$0	9,376	D
Class A Common Stock	12/15/2025		M		3,591	A	$0	12,967	D
Class A Common Stock	12/15/2025		F		1,951	D	$0	11,016	D
Class A Common Stock	12/15/2025		M		1,452	A	$0	12,468	D
Class A Common Stock	12/15/2025		F		778	D	$0	11,690	D
Class A Common Stock	12/15/2025		M		3,080	A	$0	14,770	D
Class A Common Stock	12/15/2025		F		1,565	D	$0	13,205	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			1,069	(2)	(2)	Class A Common Stock	1,069	$0	0	D
Restricted Stock Units	(1)	12/15/2025		M			848	(3)	(3)	Class A Common Stock	848	$0	849	D
Restricted Stock Units	(1)	12/15/2025		M			3,317	(4)	(4)	Class A Common Stock	3,317	$0	3,318	D
Restricted Stock Units	(1)	12/15/2025		M			3,591	(5)	(5)	Class A Common Stock	3,591	$0	14,364	D
Restricted Stock Units	(1)	12/15/2025		M			1,452	(6)	(6)	Class A Common Stock	1,452	$0	7,263	D
Restricted Stock Units	(1)	12/15/2025		M			3,080	(7)	(7)	Class A Common Stock	3,080	$0	27,720	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 December 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 March 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, 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:

	/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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FAQ

What insider transaction did Okta (OKTA) report on December 15, 2025?

The report shows the Chief Revenue Officer had multiple Restricted Stock Units (RSUs) convert into Class A Common Stock on December 15, 2025, along with related disposals of shares recorded at $0 per share.

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

Following the reported transactions, the Chief Revenue Officer directly beneficially owns 13,205 shares of Okta Class A Common Stock.

What do the RSU transactions in the Okta (OKTA) filing represent?

Each Restricted Stock Unit (RSU) represents the right to receive one share of Okta Class A Common Stock. The filing shows several RSU awards being exercised (code "M"), resulting in shares being issued at an exercise price of $0.

How are the Okta (OKTA) RSUs vesting over time for this officer?

The filing notes that one RSU grant fully vested on December 15, 2025, while other grants began vesting on dates such as June 15, 2022, June 15, 2023, March 15, 2024, June 15, 2024, and June 15, 2025, with remaining shares vesting in equal quarterly installments, subject to continued employment.

Who is the reporting person in this Okta (OKTA) insider transaction filing?

The reporting person is an officer of Okta, serving as the company’s Chief Revenue Officer, and the form is filed for one reporting person.

What types of securities are covered in this Okta (OKTA) insider report?

The filing covers non-derivative Class A Common Stock and derivative securities in the form of Restricted Stock Units that are settled in Class A Common Stock.