[Form 4] Okta, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Okta CEO Todd McKinnon filed a Form 4 disclosing multiple transactions on 21 Jul 2025:

• Option exercises (Code M): 5,438 Class A shares at $39.21 and 47,000 Class B shares at $8.97 were converted to Class A. All options were fully vested.
• Open-market sales (Code S): 11,482 shares at a weighted-average $94.98 and 20,110 shares at $95.48, for total gross proceeds of roughly $3.0 million.
• Gift/transfer (Code G): 47,000 Class B shares were moved to a trust, which now holds 6,366,778 Class A-equivalent shares.

After the transactions, McKinnon’s direct ownership fell from 52,274 to 20,682 Class A shares, while indirect ownership via trust remains substantial at 6.37 million shares. The share sales represent <0.5 % of his combined holdings and were executed under a pre-arranged Rule 10b5-1 plan adopted 15 Apr 2024.

No earnings or company guidance were included; the filing strictly documents insider trading activity.

Positive

• CEO retains a ~6.4 million-share stake, preserving strong alignment with shareholders.
• Sales executed under a Rule 10b5-1 plan, reducing concerns about information-based trading.

Negative

• Direct holdings reduced by 60 % (52,274 → 20,682 shares), which some investors may interpret as a modest negative signal.

Insights

Securities Analyst

TL;DR: Small Rule 10b5-1 sale; CEO retains ~99 % of stake—neutral signal.

The net disposition of 26,154 shares (~$2.5 m after option cost) is immaterial versus McKinnon’s ~6.4 m-share position, limiting market impact. Exercising deep-in-the-money options and transferring shares to a trust suggests tax and estate planning rather than bearish sentiment. Because the sales were executed under a pre-scheduled plan, information asymmetry risk is reduced. Overall, the filing neither alters Okta’s equity story nor signals operational change.

Corporate Governance Expert

TL;DR: Transactions align with best-practice disclosure; no governance red flags.

Use of Rule 10b5-1, transparent weighted-average price reporting, and sizeable remaining ownership demonstrate alignment with shareholders. Movement of shares into a trust concentrates voting power but is typical for founder CEOs. No new derivatives or accelerated sales were observed. Governance impact is neutral.

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
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).

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)
07/21/2025

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	07/21/2025		M		5,438	A	$39.21	52,274	D
Class A Common Stock	07/21/2025		S(1)		11,482	D	$94.9793(2)	40,792	D
Class A Common Stock	07/21/2025		S(1)		20,110	D	$95.4807(3)	20,682	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)	$39.21	07/21/2025		M			5,438	(4)	03/21/2028	Class A Common Stock	5,438	$0	0	D
Employee Stock Option (Right to Buy)	$8.97	07/21/2025		M			47,000	(4)	07/29/2026	Class B Common Stock	47,000	$0	17,109	D
Class B Common Stock	(5)	07/21/2025		M		47,000		(5)	(5)	Class A Common Stock	47,000	$0	47,000	D
Class B Common Stock	(5)	07/21/2025		G			47,000	(5)	(5)	Class A Common Stock	47,000	$0	0	D
Class B Common Stock	(5)	07/21/2025		G		47,000		(5)	(5)	Class A Common Stock	47,000	$0	6,366,778	I	By Trust
Class B Common Stock	(5)							(5)	(5)	Class A Common Stock	128,247		128,247	I	By Trust
Employee Stock Option (Right to Buy)	$142.47							(4)	04/14/2030	Class A Common Stock	48,372		48,372	D
Employee Stock Option (Right to Buy)	$82.16							(4)	03/24/2029	Class A Common Stock	32,251		32,251	D
Employee Stock Option (Right to Buy)	$274.96							(4)	04/21/2031	Class A Common Stock	63,667		63,667	D
Employee Stock Option (Right to Buy)	$274.96							(4)	04/21/2031	Class A Common Stock	127,334		127,334	D
Restricted Stock Units	(6)							(7)	(7)	Class A Common Stock	31,516		31,516	D
Restricted Stock Units	(6)							(8)	(8)	Class A Common Stock	35,247		35,247	D
Restricted Stock Units	(6)							(9)	(9)	Class A Common Stock	81,311		81,311	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, 2024.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.285 to $95.275 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 $95.28 to $95.99 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 shares subject to the option are fully vested and exercisable by the Reporting Person.

5. 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.

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

7. 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.

8. 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.

9. 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	07/23/2025
	** 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.
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.

FAQ

How many OKTA shares did CEO Todd McKinnon sell on 21 July 2025?

He sold 31,592 Class A shares at an average price near $95.

Did the CEO exercise any Okta stock options?

Yes. He exercised 5,438 options at $39.21 and 47,000 options at $8.97, converting them into Class A stock.

What is Todd McKinnon's remaining ownership in OKTA after the transactions?

He directly owns 20,682 Class A shares and indirectly, via a trust, 6,366,778 Class A-equivalent shares.

Were the share sales part of a pre-arranged plan?

Yes, the Form 4 states the sales were under a Rule 10b5-1 plan adopted 15 Apr 2024.

Do these insider transactions indicate negative sentiment toward Okta stock?

The sold shares are <0.5 % of McKinnon’s total holdings, so analysts view the impact as neutral.