[Form 4] Okta, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Okta Director Michael A. Stankey reported multiple transactions involving Restricted Stock Units (RSUs) and Class A Common Stock:

• On June 20, 2025, 2,832 RSUs vested and were converted to Class A Common Stock at $0 exercise price, bringing his direct stock ownership to 27,224 shares
• On June 24, 2025, Stankey was granted 2,487 new RSUs that will vest fully on the earlier of June 24, 2026, or the day before Okta's next annual stockholder meeting

The transactions reflect standard director compensation practices through equity awards. The vesting schedule of the new RSUs is tied to continued service as a director. All transactions were reported within the required timeline under SEC regulations.

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).

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^*

Stankey Michael A.

(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		M		2,832	A	$0	27,224	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)	06/20/2025		M			2,832	(2)	(2)	Class A Common Stock	2,832	$0	0	D
Restricted Stock Units	(1)	06/24/2025		A		2,487		(3)	(3)	Class A Common Stock	2,487	$0	2,487	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. The RSUs vested in full on June 20, 2025.

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.

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

What insider trading activity occurred at OKTA on June 20, 2025?

On June 20, 2025, OKTA director Michael A. Stankey acquired 2,832 shares of Class A Common Stock through the vesting of Restricted Stock Units (RSUs) at $0 exercise price, bringing his total direct ownership to 27,224 shares.

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

Michael Stankey received 2,487 new Restricted Stock Units (RSUs) on June 24, 2025, which will vest in full on either June 24, 2026, or the day before OKTA's next regular annual stockholder meeting, whichever comes first.

What is Michael Stankey's current position at OKTA according to the Form 4?

According to the Form 4 filing, Michael A. Stankey serves as a Director of Okta, Inc., as indicated by the 'X' marked in the Director box under the Relationship of Reporting Person(s) to Issuer section.

How many OKTA shares does Michael Stankey own directly after the June 20, 2025 transaction?

Following the June 20, 2025 transaction, Michael Stankey directly owns 27,224 shares of OKTA Class A Common Stock, as reported in Table I of the Form 4 filing.

What are the vesting terms for the new RSUs granted to OKTA's director in June 2025?

The new RSUs granted on June 24, 2025, will vest in full on the earlier of either June 24, 2026, or the date immediately prior to OKTA's next regular annual stockholder meeting, contingent upon the director's continued service with the company through the vesting date.