STOCK TITAN

[Form 4] Okta, Inc. Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Okta, Inc. executive Eric Robert Kelleher exercised options and converted Class B shares into Class A shares, then sold a portion of the resulting stock. He exercised 2,409 Employee Stock Options at an exercise price of $8.97 per share, receiving 2,409 shares of Class B Common Stock that were then converted into 2,409 shares of Class A Common Stock. On the same day, he sold 2,409 shares of Class A Common Stock at $80.00 per share in an open-market transaction under a pre-arranged Rule 10b5-1 trading plan. After these transactions, he directly held 15,470 shares of Class A Common Stock and retained additional equity exposure through vested options and Restricted Stock Units tied to future vesting.

Positive

  • None.

Negative

  • None.

Insights

Routine option exercise-and-sell under a Rule 10b5-1 plan with sizable equity stake retained.

Eric Robert Kelleher exercised 2,409 stock options at an exercise price of $8.97 and converted Class B Common Stock into Class A Common Stock, then sold 2,409 Class A shares at $80.00. The filing notes this was done under a Rule 10b5-1 trading plan adopted on April 15, 2025, indicating a pre-planned, programmatic transaction rather than opportunistic market timing.

Following the sale, he still directly holds 15,470 Class A shares and maintains substantial unexercised options with exercise prices of $211.86, $274.96, and $255.38, plus significant Restricted Stock Unit positions scheduled to vest over time. This pattern is consistent with routine liquidity management while preserving meaningful ongoing equity exposure, so it does not materially alter the broader investment picture.

Insider Kelleher Eric Robert
Role See Remarks
Sold 2,409 shs ($193K)
Type Security Shares Price Value
Exercise Employee Stock Option (Right to Buy) 2,409 $0.00 --
Exercise Class B Common Stock 2,409 $0.00 --
Conversion Class B Common Stock 2,409 $0.00 --
Conversion Class A Common Stock 2,409 $0.00 --
Sale Class A Common Stock 2,409 $80.00 $193K
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 -- -- --
Holdings After Transaction: Employee Stock Option (Right to Buy) — 0 shares (Direct); Class B Common Stock — 2,409 shares (Direct); Class A Common Stock — 17,879 shares (Direct); Restricted Stock Units — 19,367 shares (Direct)
Footnotes (1)
  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. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 15, 2025. The shares subject to the option are fully vested and exercisable by the Reporting Person. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock. 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. 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. 8.33% of the shares underlying the RSU shall vest on June 15, 2026, 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.
SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
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*
Kelleher Eric Robert

(Last)(First)(Middle)
100 FIRST STREET, SUITE 600

(Street)
SAN FRANCISCO CALIFORNIA 94105

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Okta, Inc. [ OKTA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
See Remarks
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock04/01/2026C(1)2,409A$017,879D
Class A Common Stock04/01/2026S(2)2,409D$8015,470D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (Right to Buy)$8.9704/01/2026M2,409 (3)10/23/2026Class B Common Stock2,409$00D
Class B Common Stock(1)04/01/2026M2,409 (1) (1)Class A Common Stock2,409$02,409D
Class B Common Stock(1)04/01/2026C(1)2,409 (1) (1)Class A Common Stock2,409$00D
Employee Stock Option (Right to Buy)$211.86 (3)09/21/2030Class A Common Stock2,9552,955D
Employee Stock Option (Right to Buy)$274.96 (3)04/21/2031Class A Common Stock6,7926,792D
Employee Stock Option (Right to Buy)$255.38 (3)09/22/2031Class A Common Stock12,58712,587D
Restricted Stock Units(4) (5) (5)Class A Common Stock19,36719,367D
Restricted Stock Units(4) (6) (6)Class A Common Stock42,23942,239D
Restricted Stock Units(4) (7) (7)Class A Common Stock73,90173,901D
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. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 15, 2025.
3. The shares subject to the option are fully vested and exercisable by the Reporting Person.
4. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
5. 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.
6. 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.
7. 8.33% of the shares underlying the RSU shall vest on June 15, 2026, 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:
President and Chief Operating Officer
/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person04/03/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)