[Form 4] Okta, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Okta Director Jeff Epstein reported multiple transactions involving Restricted Stock Units (RSUs) in June 2025:

• On June 20, 2025, 2,832 RSUs vested and were converted to Class A Common Stock at $0 exercise price, bringing his direct ownership to 10,324 shares
• On June 24, 2025, Epstein was granted 2,487 new RSUs that will vest on the earlier of June 24, 2026, or the day before Okta's next annual stockholder meeting

The transactions reflect standard director equity compensation practices, with the new RSU grant likely representing annual board member compensation. The vesting schedule aligns director interests with shareholders through continued service requirements. All transactions were reported under SEC Form 4 requirements for insider trading disclosure.

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).

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^*

Epstein Jeff

(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	10,324	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/ Alan Smith, 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 Jeff Epstein 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 10,324 shares.

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

Jeff Epstein 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 the vesting schedule for OKTA director Jeff Epstein's new RSU grant?

The 2,487 RSUs granted on June 24, 2025, will vest in full on the earlier of two dates: June 24, 2026, or the day immediately prior to OKTA's next regular annual stockholder meeting. This is subject to Epstein's continued service with the company through the vesting date.

How many shares of OKTA does Jeff Epstein own directly after the June 2025 transactions?

Following the reported transactions in June 2025, Jeff Epstein directly owns 10,324 shares of OKTA Class A Common Stock, plus 2,487 unvested RSUs that will convert to shares upon vesting.