OKTA Form 144: Option Exercise Shares To Be Sold via Morgan Stanley

Rhea-AI Filing Summary

Okta, Inc. Form 144 shows a planned sale of 2,410 common shares through Morgan Stanley Smith Barney with an aggregate market value of $220,997 and an approximate sale date of 10/01/2025. The shares were acquired on 10/01/2025 by exercise of stock options and paid for in cash. The filing reports the issuer has 168,459,019 shares outstanding. The document also discloses two prior 10b5-1 sales by Eric Kelleher in the past three months: 8,522 shares sold on 09/18/2025 for $789,295.71 and 16,018 shares sold on 07/15/2025 for $1,470,594.00. The filer certifies no undisclosed material adverse information and includes the Rule 10b5-1 notice language.

Positive

• Clear disclosure of planned sale including number of shares, broker, and aggregate market value
• Acquisition details provided: shares were acquired by exercise of stock options and paid in cash
• Prior 10b5-1 sales disclosed (dates, amounts, and gross proceeds), supporting transparency

Negative

• Insider sales recorded recently: 24,540 shares sold in the past three months for $2,259,889.71, which investors may note

Insights

Securities Analyst

TL;DR: Routine insider sale filing; small number of shares compared with outstanding shares, disclosed under Rule 144 and 10b5-1.

The Form 144 is a standard notice for a proposed sale by an insider or affiliate. It reports 2,410 shares to be sold with a stated aggregate market value of $220,997, and confirms the shares were acquired via option exercise and paid in cash on 10/01/2025. The filing also documents recent 10b5-1 plan sales by Eric Kelleher totaling 24,540 shares in the prior three months for combined gross proceeds of $2,259,889.71. Given the issuer's stated outstanding shares of 168,459,019, these disclosures appear procedural and compliant with reporting rules.

Corporate Governance Expert

TL;DR: Properly formatted disclosure that references Rule 10b5-1 plan activity and includes required insider certification.

The filing includes the required representation that the signer does not possess undisclosed material adverse information and records the use of a broker, Morgan Stanley Smith Barney. It also lists dates and amounts for recent 10b5-1 sales by an individual named Eric Kelleher, which demonstrates transparency in insider trading reporting. The document contains expected elements for a Form 144: acquisition method, payment type, broker details, and sales history, supporting regulatory compliance.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	2410	220997.00	168459019	10/01/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	10/01/2025	Exercise of Stock Options	Issuer			2410	10/01/2025	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
10b5-1 Sales for ERIC KELLEHER 100 First Street, Suite 600 San Francisco CA 94105	Common	09/18/2025	8522	789295.71
10b5-1 Sales for ERIC KELLEHER 100 First Street, Suite 600 San Francisco CA 94105	Common	07/15/2025	16018	1470594.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does Okta's Form 144 disclose about the planned sale (OKTA)?

The filing states a planned sale of 2,410 common shares via Morgan Stanley with an aggregate market value of $220,997 and an approximate sale date of 10/01/2025.

How were the shares to be sold by the filer acquired?

The shares were acquired on 10/01/2025 by exercise of stock options and payment was made in cash on the same date.

Does the filing show any recent insider sales for Okta?

Yes. The filing lists two 10b5-1 sales by Eric Kelleher: 8,522 shares on 09/18/2025 for $789,295.71 and 16,018 shares on 07/15/2025 for $1,470,594.00.

Who is the broker handling the proposed sale?

The broker named in the filing is Morgan Stanley Smith Barney LLC Executive Financial Services, located at 1 New York Plaza, 8th Floor, New York, NY 10004.

How many Okta shares does the filing state are outstanding?

The filing states 168,459,019 shares outstanding.