OKTA Form 4: Officer Disposes 6,091 Shares; 66,871 RSUs Remain

Rhea-AI Filing Summary

Okta insider sale under 10b5-1 plan. Jonathan James Addison, Okta's Chief Revenue Officer, reported sales executed on 09/18/2025 under a Rule 10b5-1 trading plan adopted April 14, 2025. The Form 4 shows four sell transactions totaling 6,091 shares at weighted average prices in ranges from $90.91 to $93.96 per share. After these sales, the filing reports remaining direct holdings in multiple Class A common stock lots (examples: 12,758; 8,942; 7,167; 7,067 shares) and 66,871 restricted stock units that convert one-for-one to shares subject to vesting schedules. The Form 4 was signed by an attorney-in-fact on 09/22/2025.

Positive

• Transactions were executed pursuant to a Rule 10b5-1 trading plan, improving clarity on intent
• Filing discloses detailed RSU balances and vesting schedules, enhancing transparency about future dilution

Negative

• The reporting person sold 6,091 shares on 09/18/2025, which may be perceived negatively by some investors
• Sales occurred at prices between $90.91 and $93.96, reducing the officer's immediate shareholdings

Insights

Corporate Governance Expert

TL;DR: Routine insider sales under a documented 10b5-1 plan; disclosure aligns with Section 16 requirements.

The Form 4 discloses that the Chief Revenue Officer executed multiple sales on 09/18/2025 pursuant to a Rule 10b5-1 plan adopted April 14, 2025, and the filing provides weighted-average price ranges for the transactions. The disclosure includes detailed post-transaction holdings and extensive RSU vesting schedules, which meet typical transparency expectations for officer-level transactions. There is no additional information in the filing about changes to employment, material corporate events, or unusual timing.

Securities/Equity Analyst

TL;DR: Insider sold 6,091 shares across multiple trades; RSU balances and vesting schedules remain substantial.

The reporting shows four separate dispositions totaling 6,091 shares with reported weighted-average sale prices in ranges from $90.91 to $93.96. The filing also enumerates 66,871 RSUs outstanding to the reporting person with specified vesting percentiles and installment schedules. These facts describe portfolio adjustments by an officer rather than a material corporate development; the 10b5-1 plan adoption date and the detailed price ranges improve traceability of the trades.

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
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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).

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^*

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)
09/18/2025

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	09/18/2025		S(1)		400	D	$91.14(2)	12,758	D
Class A Common Stock	09/18/2025		S(1)		3,816	D	$92.2887(3)	8,942	D
Class A Common Stock	09/18/2025		S(1)		1,775	D	$93.553(4)	7,167	D
Class A Common Stock	09/18/2025		S(1)		100	D	$93.96	7,067	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	(5)							(6)	(6)	Class A Common Stock	1,069		1,069	D
Restricted Stock Units	(5)							(7)	(7)	Class A Common Stock	1,697		1,697	D
Restricted Stock Units	(5)							(8)	(8)	Class A Common Stock	6,635		6,635	D
Restricted Stock Units	(5)							(9)	(9)	Class A Common Stock	17,955		17,955	D
Restricted Stock Units	(5)							(10)	(10)	Class A Common Stock	8,715		8,715	D
Restricted Stock Units	(5)							(11)	(11)	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 April 14, 2025.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.91 to $91.45 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the U.S. Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.92 to $92.83 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.92 to $93.89 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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

6. 25% of the shares underlying the RSU vested on December 15, 2022, 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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	09/22/2025
	** 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 did Okta (OKTA) insider Jonathan James Addison disclose in this Form 4?

The Form 4 reports that the Chief Revenue Officer sold 6,091 shares on 09/18/2025 under a Rule 10b5-1 plan and lists remaining direct holdings and 66,871 RSUs with vesting schedules.

Were the sales by the OKTA insider part of a planned program?

Yes. The filing states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on April 14, 2025.

What price range were the OKTA shares sold at?

The footnotes disclose weighted-average prices with component trade ranges from $90.91 to $91.45, $91.92 to $92.83, and $92.92 to $93.89; one trades shows $93.96.

How many restricted stock units (RSUs) does the OKTA reporting person hold?

The Form 4 lists a total of 66,871 RSUs, each representing the right to one share of Class A common stock, subject to specified vesting schedules.

When was the Form 4 signed and filed?

The signature block shows the Form 4 was signed by an attorney-in-fact on 09/22/2025.