[Form 4] Okta, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Okta Director Jacques Frederic Kerrest reported multiple securities transactions on June 20, 2025. Key transactions include:

• Sold 581 shares of Class A Common Stock in two transactions at weighted average prices of $99.73 and $100.51
• Acquired 2,832 shares through RSU vesting
• Received a new grant of 2,487 RSUs on June 24, 2025, vesting in full by June 24, 2026

The filing also reveals substantial holdings including 1.25 million shares of Class B Common Stock held indirectly through trusts (convertible to Class A shares), and significant stock options with various strike prices ranging from $39.21 to $274.96. The transactions were executed under a Rule 10b5-1 trading plan established in September 2024. Notable is the executive's sabbatical period from November 2022 through October 2023, which affected certain RSU vesting schedules.

Positive

• Director Jacques Frederic Kerrest received a new grant of 2,487 RSUs, demonstrating continued alignment with shareholder interests
• Kerrest maintains substantial indirect ownership of 1,246,431 shares of Class B Common Stock through trusts, showing long-term commitment to the company

Negative

• Director Kerrest sold 581 shares at prices between $99.09-$101.025, though this was part of a pre-planned 10b5-1 trading plan

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
Estimated average burden
hours per response:			0.5

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^*

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)
06/20/2025

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	06/20/2025		S(1)		163	D	$99.7341(2)	418	D
Class A Common Stock	06/20/2025		S(1)		418	D	$100.5106(3)	0	D
Class A Common Stock	06/20/2025		M		2,832	A	$0	2,832	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	(4)	06/20/2025		M			2,832	(5)	(5)	Class A Common Stock	2,832	$0	0	D
Restricted Stock Units	(4)	06/24/2025		A		2,487		(6)	(6)	Class A Common Stock	2,487	$0	2,487	D
Restricted Stock Units	(4)							(7)	(7)	Class A Common Stock	2,528		2,528	D
Class B Common Stock	(8)							(8)	(8)	Class A Common Stock	999,987		999,987	I	By Trust
Class B Common Stock	(8)							(8)	(8)	Class A Common Stock	88,776		88,776	I	By Trust
Class B Common Stock	(8)							(8)	(8)	Class A Common Stock	157,668		157,668	I	By Trust
Employee Stock Option (Right to Buy)	$39.21							(9)	03/21/2028	Class A Common Stock	114,000		114,000	D
Employee Stock Option (Right to Buy)	$82.16							(9)	03/24/2029	Class A Common Stock	71,547		71,547	D
Employee Stock Option (Right to Buy)	$142.47							(9)	04/14/2030	Class A Common Stock	41,673		41,673	D
Employee Stock Option (Right to Buy)	$274.96							(9)	04/21/2031	Class A Common Stock	13,263		13,263	D
Employee Stock Option (Right to Buy)	$274.96							(9)	04/21/2031	Class A Common Stock	26,527		26,527	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 19, 2024.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.09 to $100.06 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 $100.09 to $101.025 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the 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. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

5. The RSUs vested in full on June 20, 2025.

6. 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.

7. 25% of the shares underlying the RSU vested on March 15, 2022, and the remaining shares underlying the RSU shall vest in 12 equal quarterly installments thereafter, subject to the Reporting Person's continuous service with the Issuer on each such date, and subject to tolling from November 1, 2022 through October 31, 2023 per a Sabbatical Agreement between the Reporting Person and the Issuer.

8. 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.

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

Remarks:

	/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person	06/24/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many OKTA shares did Jacques Frederic Kerrest sell on June 20, 2025?

On June 20, 2025, Jacques Frederic Kerrest sold a total of 581 shares of OKTA Class A Common Stock in two transactions: 163 shares at an average price of $99.7341 and 418 shares at an average price of $100.5106.

What was the price range of OKTA stock sales by Kerrest in the June 20, 2025 transactions?

The shares were sold in multiple transactions with prices ranging from $99.09 to $101.025 per share. Specifically, the first batch sold for $99.09 to $100.06 per share, and the second batch sold for $100.09 to $101.025 per share.

How many Restricted Stock Units (RSUs) did OKTA director Kerrest receive in June 2025?

On June 24, 2025, Jacques Frederic Kerrest received 2,487 new Restricted Stock Units (RSUs) that will vest in full on the earlier of June 24, 2026 or the date immediately prior to OKTA's next regular annual stockholder meeting.

How many OKTA employee stock options does Kerrest currently hold?

Kerrest holds fully vested stock options for a total of 267,010 OKTA shares across different strike prices: 114,000 shares at $39.21, 71,547 shares at $82.16, 41,673 shares at $142.47, and two tranches totaling 39,790 shares at $274.96.

How many shares of OKTA Class B Common Stock does Kerrest indirectly own through trusts?

Kerrest indirectly owns a total of 1,246,431 shares of OKTA Class B Common Stock through trusts, broken down as: 999,987 shares, 88,776 shares, and 157,668 shares held in separate trusts. Each Class B share is convertible into one Class A share.