[Form 4] Okta, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Okta director and CEO Todd McKinnon sold 31,968 shares of Class A common stock on 09/22/2025 under a Rule 10b5-1 plan adopted April 15, 2025. The sales were executed in multiple transactions at weighted average prices with ranges of $91.40–$92.395, $92.40–$93.395 and $93.40–$94.33 per share as disclosed.

The filing shows substantial existing holdings: certain direct holdings after the reported sales are listed as 13,015, 3,295 and 0 shares on the lines reported; the reporting person also has extensive indirect holdings via trust totaling 6,383,887 Class A shares and various outstanding employee stock options and restricted stock units as itemized in Table II.

Positive

• Sales executed under a Rule 10b5-1 plan, indicating pre-established trading arrangements rather than opportunistic ad-hoc trades
• Detailed disclosure of weighted-average price ranges and an undertaking to provide per-price allocation on request, enhancing transparency
• Comprehensive listing of derivative holdings and RSU vesting schedules, clarifying incentive structure and future dilution timing

Negative

• Insider sold 31,968 shares, which may be viewed by some investors as insider liquidity
• Direct holdings on reported lines were reduced to 13,015, 3,295 and 0 shares respectively after the transactions

Insights

Securities Analyst

TL;DR: Insider sold 31,968 shares under a pre-established 10b5-1 plan; holdings remain concentrated via trust.

The sale was executed under a Rule 10b5-1 trading plan, which indicates pre-planned dispositions rather than ad hoc insider selling. The filing provides explicit weighted price ranges for the multiple transactions, giving transparency on execution prices. Material investor-relevant facts include the sizeable indirect position of 6,383,887 Class A shares held via trust and the remaining direct share amounts shown after the reported sales. Overall, this Form 4 documents routine insider liquidity while leaving the large trust stake intact.

Corporate Governance Expert

TL;DR: Transactions follow a documented trading plan; disclosure is detailed and includes vesting and conversion information.

The filer cites a 10b5-1 plan adoption date and provides weighted-average price ranges and offer to supply per-price allocations on request, which supports disclosure completeness. Table II lists exercisable options, convertible Class B conversion mechanics, and RSU vesting schedules, clarifying the nature and timing of equity incentives. From a governance standpoint, the report delivers the standard level of transparency expected for senior executives and directors.

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
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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).

1. Name and Address of Reporting Person^*

McKinnon Todd

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2025

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	09/22/2025		S(1)		18,953	D	$91.8091(2)	13,015	D
Class A Common Stock	09/22/2025		S(1)		9,720	D	$92.8885(3)	3,295	D
Class A Common Stock	09/22/2025		S(1)		3,295	D	$93.7219(4)	0	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
Employee Stock Option (Right to Buy)	$8.97	09/22/2025		M			17,109	(5)	07/29/2026	Class B Common Stock	17,109	$0	0	D
Class B Common Stock	(6)	09/22/2025		M		17,109		(6)	(6)	Class A Common Stock	17,109	$0	17,109	D
Class B Common Stock	(6)	09/22/2025		G			17,109	(6)	(6)	Class A Common Stock	17,109	$0	0	D
Class B Common Stock	(6)	09/22/2025		G		17,109		(6)	(6)	Class A Common Stock	17,109	$0	6,383,887	I	By Trust
Class B Common Stock	(6)							(6)	(6)	Class A Common Stock	128,247		128,247	I	By Trust
Employee Stock Option (Right to Buy)	$82.16							(5)	03/24/2029	Class A Common Stock	32,251		32,251	D
Employee Stock Option (Right to Buy)	$142.47							(5)	04/14/2030	Class A Common Stock	48,372		48,372	D
Employee Stock Option (Right to Buy)	$274.96							(5)	04/21/2031	Class A Common Stock	63,667		63,667	D
Employee Stock Option (Right to Buy)	$274.96							(5)	04/21/2031	Class A Common Stock	127,334		127,334	D
Restricted Stock Units	(7)							(8)	(8)	Class A Common Stock	21,011		21,011	D
Restricted Stock Units	(7)							(9)	(9)	Class A Common Stock	30,212		30,212	D
Restricted Stock Units	(7)							(10)	(10)	Class A Common Stock	73,919		73,919	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 15, 2025.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.40 to $92.395 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.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.40 to $93.395 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.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.40 to $94.33 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.

5. The shares subject to the option are fully vested and exercisable by the Reporting Person.

6. 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.

7. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

8. 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.

9. 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.

10. 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	09/24/2025
	** 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.
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FAQ

What did Okta (OKTA) insider Todd McKinnon sell on 09/22/2025?

The reporting person sold 31,968 shares of Class A common stock on 09/22/2025 under a Rule 10b5-1 trading plan.

At what prices were the OKTA shares sold?

Sales occurred in multiple transactions at weighted-average prices within ranges of $91.40–$92.395, $92.40–$93.395, and $93.40–$94.33 per share as disclosed.

Does Todd McKinnon still hold a significant position in OKTA after these sales?

Yes. The filing discloses an indirect beneficial holding via trust of 6,383,887 Class A shares and various options and RSUs as itemized in Table II.

Were the sales discretionary or preplanned?

The sales were effected pursuant to a Rule 10b5-1 trading plan adopted on April 15, 2025, indicating preplanned transactions.

What equity compensation remains outstanding for the reporting person?

Table II lists multiple employee stock options (with exercise prices and exercisable/expiration dates) and Restricted Stock Units with vesting schedules; specific counts are provided in the filing.