Director Kerrest Jacques Frederic converted options into 73,000 shares and gifted 73,000 shares (SEC Form 4)
$OKTA
Computer Software: Prepackaged Software
Technology
| 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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Okta, Inc. [ OKTA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/23/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 09/23/2025 | C(1) | 73,000 | A | $0 | 73,000 | I | By Trust | ||
| Class A Common Stock | 09/25/2025 | G(2) | 73,000 | D | $0 | 0 | I | By Trust | ||
| Class A Common Stock | 3,429 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Class B Common Stock | (1) | 09/23/2025 | C(1) | 73,000 | (1) | (1) | Class A Common Stock | 73,000 | $0 | 926,987 | I | By Trust | |||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 88,776 | 88,776 | I | By Trust | |||||||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 157,668 | 157,668 | I | By Trust | |||||||
| Restricted Stock Units | (3) | (4) | (4) | Class A Common Stock | 1,685 | 1,685 | D | ||||||||
| Restricted Stock Units | (3) | (5) | (5) | Class A Common Stock | 2,487 | 2,487 | D | ||||||||
| Employee Stock Option (Right to Buy) | $39.21 | (6) | 03/21/2028 | Class A Common Stock | 114,000 | 114,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $82.16 | (6) | 03/24/2029 | Class A Common Stock | 71,547 | 71,547 | D | ||||||||
| Employee Stock Option (Right to Buy) | $142.47 | (6) | 04/14/2030 | Class A Common Stock | 41,673 | 41,673 | D | ||||||||
| Employee Stock Option (Right to Buy) | $274.96 | (6) | 04/21/2031 | Class A Common Stock | 13,263 | 13,263 | D | ||||||||
| Employee Stock Option (Right to Buy) | $274.96 | (6) | 04/21/2031 | Class A Common Stock | 26,527 | 26,527 | D | ||||||||
| Explanation of Responses: |
| 1. 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. |
| 2. The transaction reported involved a gift by the Trust of 73,000 shares of Class A Common Stock to the American Endowment Foundation FBO Kerrest Johnson Family Charitable Fund, a donor advised fund. |
| 3. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock. |
| 4. 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. |
| 5. 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. |
| 6. 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 | 09/25/2025 | |
| ** 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. | ||