Okta CRO Addison exercises RSUs, shares withheld

Okta, Inc. Chief Revenue Officer Jonathan James Addison reported multiple equity compensation transactions on March 15, 2026.

Rhea-AI Filing Summary

Okta, Inc. Chief Revenue Officer Jonathan James Addison reported multiple equity compensation transactions on March 15, 2026. He exercised restricted stock units (RSUs) that converted into 12,291 shares of Class A Common Stock in total. In connection with these vestings, the issuer withheld 15,957 shares to cover tax obligations, reported as disposition transactions with code F rather than open-market sales. Following these transactions, Addison directly held 27,668 shares of Okta Class A Common Stock. Footnotes explain that each RSU converts into one share and that the RSUs vest in scheduled quarterly installments, contingent on his continued employment.

Insider Trade Summary

12,291 shares exercised/converted

Exercise 16 txns

Insider Addison Jonathan James

Role Chief Revenue Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	849	$0.00	$0.00
Exercise	Restricted Stock Units	3,318	$0.00	$0.00
Exercise	Restricted Stock Units	3,591	$0.00	$0.00
Exercise	Restricted Stock Units	1,453	$0.00	$0.00
Exercise	Restricted Stock Units	3,080	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	9,365	$0.00	$0.00
Exercise	Class A Common Stock	849	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	477	$0.00	$0.00
Exercise	Class A Common Stock	3,318	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	1,832	$0.00	$0.00
Exercise	Class A Common Stock	3,591	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	1,940	$0.00	$0.00
Exercise	Class A Common Stock	1,453	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	775	$0.00	$0.00
Exercise	Class A Common Stock	3,080	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	1,568	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 41,223 contracts (Direct); Class A Common Stock — 27,668 shares (Direct)

Footnotes (5)

1. F1. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
2. F2. The shares underlying the RSU fully vested on March 15, 2026.
3. F3. 8.33% of the shares underlying the RSU vested on March 15, 2024, and the remaining shares underlying the RSU shall vest in 11 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.
4. F4. 8.33% of the shares underlying the RSU vested on June 15, 2024, and the remaining shares underlying the RSU shall vest in 11 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.
5. F5. 8.33% of the shares underlying the RSU vested on June 15, 2025, and the remaining shares underlying the RSU shall vest in 11 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Okta (OKTA) executive Jonathan James Addison report in this Form 4?

Jonathan James Addison, Okta’s Chief Revenue Officer, reported RSU vesting into Class A Common Stock on March 15, 2026. The filing shows derivative exercises and related share withholding for taxes, leaving him with a direct holding of 21,969 Okta shares after the transactions.

How many Okta (OKTA) shares did Addison acquire through RSU exercises?

Addison exercised restricted stock units that converted into a total of 12,291 shares of Okta Class A Common Stock. These exercises were reported with transaction code M, reflecting the conversion of RSUs into common shares as part of his equity compensation package.

How many Okta (OKTA) shares were withheld for taxes in Addison’s Form 4?

The Form 4 reports that 15,957 Okta Class A shares were withheld to satisfy tax liabilities. These dispositions use transaction code F, indicating payment of exercise price or tax obligations by delivering shares, rather than open-market sales for investment purposes.

What is Jonathan James Addison’s direct Okta (OKTA) share ownership after these transactions?

After the reported RSU exercises and tax-withholding dispositions, Addison directly holds 21,969 shares of Okta Class A Common Stock. This post-transaction balance is shown in the total shares following transaction field for the final entry in the Form 4.

How do Addison’s Okta (OKTA) RSUs convert into common stock?

Each restricted stock unit represents the right to receive one share of Okta Class A Common Stock. As RSUs vest according to their schedules, they are reported with transaction code M, reflecting their conversion into common shares at a conversion price of $0.0000 per unit.

What vesting schedules are disclosed for Addison’s Okta (OKTA) RSUs?

Footnotes state that certain RSUs began vesting with 8.33% on specific dates such as March 15, 2024, June 15, 2024, and June 15, 2025. The remaining RSU shares vest in 11 equal quarterly installments, contingent on Addison’s continuous employment with Okta.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 03/17/2026 - 06:01 PM Learn about SEC filing dates

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^*

Addison Jonathan James

(Last) (First) (Middle)

100 FIRST STREET, 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)

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

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		F		9,365	D	$0	21,969	D
Class A Common Stock	03/15/2026		M		849	A	$0	22,818	D
Class A Common Stock	03/15/2026		F		477	D	$0	22,341	D
Class A Common Stock	03/15/2026		M		3,318	A	$0	25,659	D
Class A Common Stock	03/15/2026		F		1,832	D	$0	23,827	D
Class A Common Stock	03/15/2026		M		3,591	A	$0	27,418	D
Class A Common Stock	03/15/2026		F		1,940	D	$0	25,478	D
Class A Common Stock	03/15/2026		M		1,453	A	$0	26,931	D
Class A Common Stock	03/15/2026		F		775	D	$0	26,156	D
Class A Common Stock	03/15/2026		M		3,080	A	$0	29,236	D
Class A Common Stock	03/15/2026		F		1,568	D	$0	27,668	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)	03/15/2026		M			849	(2)	(2)	Class A Common Stock	849	$0	0	D
Restricted Stock Units	(1)	03/15/2026		M			3,318	(2)	(2)	Class A Common Stock	3,318	$0	0	D
Restricted Stock Units	(1)	03/15/2026		M			3,591	(3)	(3)	Class A Common Stock	3,591	$0	10,773	D
Restricted Stock Units	(1)	03/15/2026		M			1,453	(4)	(4)	Class A Common Stock	1,453	$0	5,810	D
Restricted Stock Units	(1)	03/15/2026		M			3,080	(5)	(5)	Class A Common Stock	3,080	$0	24,640	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 shares underlying the RSU fully vested on March 15, 2026.

3. 8.33% of the shares underlying the RSU vested on March 15, 2024, and the remaining shares underlying the RSU shall vest in 11 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.

4. 8.33% of the shares underlying the RSU vested on June 15, 2024, and the remaining shares underlying the RSU shall vest in 11 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.

5. 8.33% of the shares underlying the RSU vested on June 15, 2025, and the remaining shares underlying the RSU shall vest in 11 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such 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).
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.