OKTA Form 4: 843 RSUs Vest, 246 Shares Disposed by Director

Rhea-AI Filing Summary

Insider transactions by Okta director Jacques Kerrest: The reporting person executed transactions on 09/15/2025 resulting in an acquisition of 843 Class A shares and a disposition of 246 Class A shares, both recorded at a price of $0 for the non-derivative entries, reflecting administrative movements tied to restricted stock unit activity. The same date shows 843 restricted stock units vested and converted into 843 shares of Class A Common Stock, leaving the reporting person with 3,675 Class A shares directly beneficially owned after the transactions.

The filing lists significant indirect holdings through Class B Common Stock convertible into Class A shares, specifically 999,987, 88,776, and 157,668 Class A-equivalent shares held by trusts. Multiple outstanding employee stock options and additional RSU awards are detailed, including fully exercisable options totaling 266, (114,000; 71,547; 41,673; 13,263; 26,527) underlying Class A shares as listed in the form.

Positive

• Vesting of 843 RSUs converted to Class A shares, reflecting compensation being realized under existing awards
• Large indirect holdings remain via Class B shares (999,987; 88,776; 157,668), indicating continued alignment with shareholders

Negative

• Minor disposition of 246 Class A shares by the director, which is a sale but is small relative to total holdings

Insights

Corporate Governance Expert

TL;DR: Routine director vesting and minor disposition; substantial indirect control remains via Class B holdings.

The filing documents routine vesting of RSUs and a small sale of Class A shares by a director. The 843 RSUs converting to 843 Class A shares and the reported disposition of 246 shares appear administrative and contractual in nature rather than opportunistic trading. Material governance point: the reporting person retains very large indirect holdings via Class B shares convertible into Class A (999,987; 88,776; 157,668), which indicates continued significant economic and voting exposure. No new pledges, loans, or dilutive transactions are disclosed here.

Securities Analyst

TL;DR: Transaction sizes are small relative to indirect holdings; limited immediate market impact.

From a market perspective, the reported acquisition of 843 shares via vested RSUs and a disposal of 246 shares at $0 are minor relative to the large indirect positions disclosed. The form also details multiple exercisable employee options and substantial convertible Class B holdings, indicating concentrated insider ownership. These facts suggest limited liquidity impact from these specific transactions; they are informative for ownership concentration analysis but do not signal material change in control or capital structure.

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

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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).

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)
09/15/2025

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	09/15/2025		M		843	A	$0	3,675	D
Class A Common Stock	09/15/2025		F		246	D	$0	3,429	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)	09/15/2025		M			843	(2)	(2)	Class A Common Stock	843	$0	1,685	D
Restricted Stock Units	(1)							(3)	(3)	Class A Common Stock	2,487		2,487	D
Class B Common Stock	(4)							(4)	(4)	Class A Common Stock	999,987		999,987	I	By Trust
Class B Common Stock	(4)							(4)	(4)	Class A Common Stock	88,776		88,776	I	By Trust
Class B Common Stock	(4)							(4)	(4)	Class A Common Stock	157,668		157,668	I	By Trust
Employee Stock Option (Right to Buy)	$39.21							(5)	03/21/2028	Class A Common Stock	114,000		114,000	D
Employee Stock Option (Right to Buy)	$82.16							(5)	03/24/2029	Class A Common Stock	71,547		71,547	D
Employee Stock Option (Right to Buy)	$142.47							(5)	04/14/2030	Class A Common Stock	41,673		41,673	D
Employee Stock Option (Right to Buy)	$274.96							(5)	04/21/2031	Class A Common Stock	13,263		13,263	D
Employee Stock Option (Right to Buy)	$274.96							(5)	04/21/2031	Class A Common Stock	26,527		26,527	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. 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.

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. 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.

5. 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	09/17/2025
	** 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.
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FAQ

What transactions did Okta director Jacques Kerrest report on this Form 4 (OKTA)?

The Form 4 reports an acquisition of 843 Class A shares and a disposition of 246 Class A shares, both with transaction date 09/15/2025.

How many Class A shares does the reporting person beneficially own after the transactions?

Following the reported transactions, the reporting person beneficially owns 3,675 Class A shares directly.

Are there convertible or indirect holdings disclosed in the filing for OKTA?

Yes. The filing discloses Class B Common Stock convertible into Class A shares with indirect holdings of 999,987, 88,776, and 157,668 Class A-equivalent shares by trusts.

Did any restricted stock units (RSUs) vest or change status in this filing?

Yes. The filing shows 843 RSUs converting to 843 Class A shares, and additional RSU awards with vesting schedules are described.

Are any employee stock options exercisable according to the Form 4?

Yes. Multiple employee stock options are listed as fully vested and exercisable, underlying a total of 266 option grants corresponding to 266, (114,000; 71,547; 41,673; 13,263; 26,527) Class A shares as detailed in the form.