Okta (OKTA) CAO Shibu sells 1,052 shares at $95 under 10b5-1 plan

Rhea-AI Filing Summary

Okta, Inc. reported that Chief Accounting Officer Ninan Shibu sold 1,052 shares of Class A common stock on January 13, 2026 at a price of $95 per share. The sale was coded as an open-market or private sale and was executed under a Rule 10b5-1 trading plan adopted on October 14, 2025, indicating it was pre-arranged. After this transaction, Shibu beneficially owned 17,468 shares of Class A common stock, including 119 shares acquired through a Section 423 employee stock purchase plan. He also holds several restricted stock unit awards covering 6,588, 556, 2,421 and 7,524 shares, each vesting in scheduled quarterly installments so long as his employment with Okta continues.

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^*

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)
01/13/2026

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	01/13/2026		S(1)		1,052	D	$95	17,468(2)	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	(3)							(4)	(4)	Class A Common Stock	6,588		6,588	D
Restricted Stock Units	(3)							(5)	(5)	Class A Common Stock	556		556	D
Restricted Stock Units	(3)							(6)	(6)	Class A Common Stock	2,421		2,421	D
Restricted Stock Units	(3)							(7)	(7)	Class A Common Stock	7,524		7,524	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 14, 2025.

2. Includes 119 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan.

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

4. 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.

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:

	/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person	01/15/2026
	** 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).
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FAQ

What insider transaction did Okta (OKTA) disclose for Ninan Shibu?

Okta disclosed that Chief Accounting Officer Ninan Shibu sold 1,052 shares of Class A common stock on January 13, 2026 at a price of $95 per share.

Was the Okta CAO’s share sale made under a Rule 10b5-1 trading plan?

Yes. The filing states the transaction was effected under a Rule 10b5-1 trading plan adopted by Ninan Shibu on October 14, 2025, meaning the trades were pre-arranged.

How many Okta shares does Ninan Shibu own after the reported sale?

Following the sale, Ninan Shibu beneficially owned 17,468 shares of Okta Class A common stock, which includes 119 shares acquired through a Section 423 Employee Stock Purchase Plan.

What restricted stock units (RSUs) does the Okta CAO hold according to this filing?

The filing lists several RSU holdings: 6,588, 556, 2,421 and 7,524 RSUs, each representing the right to receive one share of Okta Class A common stock.

How do Ninan Shibu’s Okta RSUs vest over time?

One RSU grant vested 25% on September 15, 2023 with the rest in 12 equal quarterly installments. Other grants vest 8.33% on specified June 15 dates in 2023, 2024, and 2025, with the remaining shares vesting in 11 equal quarterly installments, all subject to his continued employment.

What role does Ninan Shibu hold at Okta in this insider filing?

In this filing, Ninan Shibu is identified as an officer of Okta, serving as the company’s Chief Accounting Officer.