OKTA Form 4: CEO McKinnon disposes 31,968 shares; trust still holds 6.38M shares
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Employee Stock Option (Right to Buy) | 17,109 | $0.00 | $0.00 |
| Exercise | Class B Common Stock | 17,109 | $0.00 | $0.00 |
| Gift | Class B Common Stock | 17,109 | $0.00 | $0.00 |
| Gift | Class B Common Stock | 17,109 | $0.00 | $0.00 |
| Sale | Class A Common Stock | 18,953 | $91.8091 | $1.74M |
| Sale | Class A Common Stock | 9,720 | $92.8885 | $903K |
| Sale | Class A Common Stock | 3,295 | $93.7219 | $309K |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Employee Stock Option (Right to Buy) | -- | -- | -- |
| holding | Employee Stock Option (Right to Buy) | -- | -- | -- |
| holding | Employee Stock Option (Right to Buy) | -- | -- | -- |
| holding | Employee Stock Option (Right to Buy) | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
Footnotes (10)
- F1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 15, 2025.
- F2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.40 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.
- F3. 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.
- F4. 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.
- F5. The shares subject to the option are fully vested and exercisable by the Reporting Person.
- F6. 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.
- F7. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
- F8. 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.
- F9. 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.
- F10. 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.
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