Jonathan James Addison - 14 Jul 2025 Form 4 Insider Report for Okta, Inc. (OKTA)

Role: Chief Revenue Officer
Signature: /s/ Larissa Schwartz, attorney-in-fact of the Reporting Person
Issuer symbol: OKTA
Transactions as of: 14 Jul 2025
Transactions value $: -$829,957
Form type: 4
Filing time: 16 Jul 2025, 17:03:30 UTC
Previous filing: 17 Jun 2025
Next filing: 29 Jul 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Addison Jonathan James	Chief Revenue Officer	100 FIRST STREET, SUITE 600, SAN FRANCISCO	/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person	16 Jul 2025	0002010033

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OKTA	Class A Common Stock	Sale	-$263K	-2.86K	-11.41%	$91.78	22.2K	14 Jul 2025	Direct	F1, F2
transaction	OKTA	Class A Common Stock	Sale	-$292K	-3.16K	-14.23%	$92.21	19.1K	14 Jul 2025	Direct	F1, F3
transaction	OKTA	Class A Common Stock	Sale	-$229K	-2.5K	-13.11%	$91.70	16.6K	15 Jul 2025	Direct	F1, F4
transaction	OKTA	Class A Common Stock	Sale	-$46.2K	-500	-3.02%	$92.39	16.1K	15 Jul 2025	Direct	F1, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Shares After	Date	Underlying Class	Amount	Ownership	Footnotes
holding	OKTA	Restricted Stock Units	2.14K	14 Jul 2025	Class A Common Stock	2.14K	Direct	F6, F7
holding	OKTA	Restricted Stock Units	2.55K	14 Jul 2025	Class A Common Stock	2.55K	Direct	F6, F8
holding	OKTA	Restricted Stock Units	9.95K	14 Jul 2025	Class A Common Stock	9.95K	Direct	F6, F9
holding	OKTA	Restricted Stock Units	21.5K	14 Jul 2025	Class A Common Stock	21.5K	Direct	F6, F10
holding	OKTA	Restricted Stock Units	10.2K	14 Jul 2025	Class A Common Stock	10.2K	Direct	F6, F11
holding	OKTA	Restricted Stock Units	33.9K	14 Jul 2025	Class A Common Stock	33.9K	Direct	F6, F12

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id	Content
F1	This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 14, 2025.
F2	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.02 to $92.01 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the U.S. Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F3	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.02 to $92.48 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F4	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.19 to $92.18 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F5	The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.19 to $92.65 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F6	Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
F7	25% of the shares underlying the RSU vested on December 15, 2022, and the remaining shares underlying the RSU shall vest in 12 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.
F8	6.25% of the shares underlying the RSU vested on June 15, 2022, and the remaining shares underlying the RSU shall vest in 15 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.
F9	8.33% of the shares underlying the RSU vested on June 15, 2023, 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.
F10	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.
F11	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.
F12	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.