Okta (OKTA) director Kerrest exercises RSUs, maintains large trust holdings

Rhea-AI Filing Summary

Okta director Jacques Frederic Kerrest reported routine equity compensation activity involving restricted stock units and related tax withholding. On March 15, 2026, 843 Restricted Stock Units converted into 843 shares of Okta Class A Common Stock at an exercise price of $0.00 per share. To cover tax obligations, 245 of these Class A shares were withheld, leaving Kerrest with 4,636 Class A shares held directly after the transactions. He also continues to hold unvested or unexercised equity: footnotes show 2,487 Class A shares underlying RSUs that vest in full on the earlier of June 24, 2026 or just before the next annual stockholder meeting, along with several fully vested employee stock options covering tens of thousands of Class A shares at exercise prices ranging from $39.21 to $274.96 per share and expirations between 2028 and 2031. In addition, trusts associated with Kerrest hold indirect positions in Class B Common Stock convertible one-for-one into Class A, including blocks of 843,487, 88,776, and 157,668 underlying Class A shares, plus 500 Class A shares held indirectly by trust.

Insights

Equity compensation and governance analyst

Routine RSU vesting and tax withholding; overall equity exposure remains large.

Director Jacques Frederic Kerrest had 843 RSUs convert into an equal number of Okta Class A shares at $0.00 exercise price, reflecting standard equity compensation rather than an open-market purchase. A portion of the new shares was then withheld to satisfy tax obligations.

The filing shows 245 Class A shares withheld under code F, which is a non‑market tax payment mechanism. After these events, Kerrest holds 4,636 Class A shares directly, plus significant unexercised options and RSUs that are fully vested or scheduled to vest.

Indirect holdings through trusts include several large Class B Common Stock positions convertible one-for-one into Class A. Because there are no open‑market buys or sells and the net change is small relative to his overall equity exposure, this filing signals routine compensation administration rather than a shift in sentiment.

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^*

Kerrest Jacques Frederic

(Last) (First) (Middle)

100 FIRST ST, 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

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	03/15/2026		M		843	A	$0	4,881	D
Class A Common Stock	03/15/2026		F		245	D	$0	4,636	D
Class A Common Stock								500	I	By Trust

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)	03/15/2026		M			843	(2)	(2)	Class A Common Stock	843	$0	0	D
Restricted Stock Units	(1)							(3)	(3)	Class A Common Stock	2,487		2,487	D
Employee Stock Option (Right to Buy)	$39.21							(4)	03/21/2028	Class A Common Stock	114,000		114,000	D
Employee Stock Option (Right to Buy)	$82.16							(4)	03/24/2029	Class A Common Stock	71,547		71,547	D
Employee Stock Option (Right to Buy)	$142.47							(4)	04/14/2030	Class A Common Stock	41,673		41,673	D
Employee Stock Option (Right to Buy)	$274.96							(4)	04/21/2031	Class A Common Stock	13,263		13,263	D
Employee Stock Option (Right to Buy)	$274.96							(4)	04/21/2031	Class A Common Stock	26,527		26,527	D
Class B Common Stock	(5)							(5)	(5)	Class A Common Stock	843,487		843,487	I	By Trust
Class B Common Stock	(5)							(5)	(5)	Class A Common Stock	88,776		88,776	I	By Trust
Class B Common Stock	(5)							(5)	(5)	Class A Common Stock	157,668		157,668	I	By Trust

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 March 15, 2026.

3. The RSUs vest in full on the earlier of June 24, 2026 or the date immediately prior to the Issuer's next regular annual stockholder meeting, subject to the Reporting Person's continued service to the Issuer through such vesting date.

4. The shares subject to the option are fully vested and exercisable by the Reporting Person.

5. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.

Remarks:

	/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person	03/17/2026
	** 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).
** 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 transactions did Okta (OKTA) director Jacques Frederic Kerrest report?

Kerrest reported the conversion of 843 Restricted Stock Units into 843 Okta Class A shares, with 245 shares withheld to cover taxes. These are routine compensation-related transactions, not open-market trades, and leave him with 4,636 Class A shares held directly.

Did Jacques Frederic Kerrest buy or sell Okta (OKTA) shares on the open market?

The filing shows no open-market purchases or sales. Kerrest exercised 843 RSUs into Class A shares at $0.00 and had 245 shares withheld for taxes. Code F withholding is an administrative tax payment, not a discretionary market sale.

How many Okta (OKTA) shares does Jacques Frederic Kerrest hold directly after this Form 4?

After the RSU conversion and tax withholding, Kerrest directly owns 4,636 shares of Okta Class A Common Stock. This follows 843 RSUs vesting and 245 shares being withheld for tax obligations, while his remaining equity exposure is mostly via options and RSUs.

What stock options does Jacques Frederic Kerrest hold according to this Okta (OKTA) filing?

Kerrest holds several fully vested employee stock options on Okta Class A shares, including grants with exercise prices of $39.21, $82.16, $142.47 and $274.96. These options cover tens of thousands of underlying shares and expire between 2028 and 2031.

What indirect Okta (OKTA) holdings does Jacques Frederic Kerrest have through trusts?

Trusts associated with Kerrest hold substantial Class B Common Stock, each share convertible into one Class A share. Positions include 843,487, 88,776 and 157,668 underlying Class A shares, plus 500 Class A shares indirectly, reflecting significant indirect ownership exposure.

Are the Okta (OKTA) RSUs in this filing fully vested for Jacques Frederic Kerrest?

One RSU grant of 843 units is fully vested, and another covers 2,487 underlying shares that vest in full on the earlier of June 24, 2026 or just before Okta’s next regular annual stockholder meeting, assuming continued service through that vesting date.