STOCK TITAN

Okta CEO settles RSUs for 21K Class A shares

Okta CEO Todd McKinnon reported RSU vesting and tax-share withholdings with no open-market trades.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Okta, Inc. (OKTA) reported that Chief Executive Officer Todd McKinnon settled vested Restricted Stock Units on September 15, 2026. RSU conversions resulted in the acquisition of 21,049 shares of Class A Common Stock, with 10,711 shares of Class A delivered or withheld to cover exercise price or tax liability.

McKinnon also reports indirect holdings of Class B Common Stock convertible into 6,383,887 and 128,247 shares of Class A, and direct employee stock options over multiple tranches of Class A at exercise prices of $82.16, $142.47, and $274.96. No Rule 10b5-1 trading plan is reported.

Positive

  • None.

Negative

  • None.
Insider McKinnon Todd
Role Chief Executive Officer
Type Security Shares Price Value
Exercise Restricted Stock Units F1, F2 5,035 $0.00 $0.00
Exercise Restricted Stock Units F1, F3 7,392 $0.00 $0.00
Exercise Restricted Stock Units F1, F4 8,622 $0.00 $0.00
Exercise Class A Common Stock 5,035 $0.00 $0.00
Exercise Price or Tax Liability Class A Common Stock 2,562 $0.00 $0.00
Exercise Class A Common Stock 7,392 $0.00 $0.00
Exercise Price or Tax Liability Class A Common Stock 3,762 $0.00 $0.00
Exercise Class A Common Stock 8,622 $0.00 $0.00
Exercise Price or Tax Liability Class A Common Stock 4,387 $0.00 $0.00
holding Class B Common Stock F5 -- -- --
holding Class B Common Stock F5 -- -- --
holding Employee Stock Option (Right to Buy) F6 -- -- --
holding Employee Stock Option (Right to Buy) F6 -- -- --
holding Employee Stock Option (Right to Buy) F6 -- -- --
holding Employee Stock Option (Right to Buy) F6 -- -- --
Holdings After Transaction: Restricted Stock Units — 140,641 contracts (Direct); Class A Common Stock — 48,822 shares (Direct); Class B Common Stock — 6,512,134 contracts (Indirect, By Trust); Employee Stock Option (Right to Buy) — 271,624 contracts (Direct)
Footnotes (6)
  1. F1. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
  2. F2. 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.
  3. F3. 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.
  4. F4. 8.33% of the shares underlying the RSU vested 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.
  5. F5. 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. F6. The shares subject to the option are fully vested and exercisable by the Reporting Person.
RSU shares acquired 21,049 shares of Class A Common Stock Shares acquired from RSU exercises/conversions on September 15, 2026
Shares delivered/withheld for exercise price or tax liability 10,711 shares of Class A Common Stock Code F transactions on September 15, 2026
Indirect Class B holdings (convertible into Class A) 6,383,887 underlying Class A shares Class B Common Stock held indirectly by trust
Additional indirect Class B holdings 128,247 underlying Class A shares Second Class B Common Stock trust position
Stock option position at $82.16 32,251 underlying Class A shares at $82.16 Employee stock option expiring March 24, 2029
Stock option position at $142.47 48,372 underlying Class A shares at $142.47 Employee stock option expiring April 14, 2030
Stock option positions at $274.96 63,667 and 127,334 underlying Class A shares at $274.96 Employee stock options expiring April 21, 2031
Restricted Stock Units financial
"Transactions involve Restricted Stock Units settling into Class A Common Stock"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Class B Common Stock financial
"Each share of Class B Common Stock is convertible into one share of Class A"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Employee Stock Option (Right to Buy) financial
"Employee Stock Option (Right to Buy) over Class A Common Stock at set prices"
Payment of exercise price or tax liability by delivering or withholding securities financial
"Code F described as payment of exercise price or tax liability by delivering shares"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did OKTA CEO Todd McKinnon report in this Form 4?

Todd McKinnon reported RSU settlements on September 15, 2026, acquiring 21,049 shares of Class A Common Stock from RSU conversions, with 10,711 shares of Class A delivered or withheld to pay the exercise price or tax liability associated with those awards.

Were the OKTA Form 4 transactions made under a Rule 10b5-1 plan?

No. The filing’s Rule 10b5-1 checkbox is not marked as affirmative, so no Rule 10b5-1 trading plan is reported for the transactions disclosed for Okta CEO Todd McKinnon.

How many OKTA shares were withheld for exercise price or tax liability?

The reporting person delivered or had withheld 10,711 shares of Class A Common Stock to satisfy the exercise price or tax liability in connection with the RSU settlements on September 15, 2026, as indicated by code F transactions.

What indirect Class B holdings tied to OKTA Class A shares are reported?

Indirect holdings include Class B Common Stock convertible into 6,383,887 and 128,247 shares of Class A Common Stock. Each share of Class B is convertible into one share of Class A and has no expiration date, according to the filing’s footnote.

What stock options on OKTA shares does Todd McKinnon report holding?

Reported employee stock options cover 32,251 Class A shares at $82.16 (expiring March 24, 2029), 48,372 shares at $142.47 (expiring April 14, 2030), and two tranches of 63,667 and 127,334 shares at $274.96 (expiring April 21, 2031).

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
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).
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*
McKinnon Todd

(Last)(First)(Middle)
100 FIRST ST, 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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026
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 Stock09/15/2026M5,035A$043,519D
Class A Common Stock09/15/2026F2,562D$040,957D
Class A Common Stock09/15/2026M7,392A$048,349D
Class A Common Stock09/15/2026F3,762D$044,587D
Class A Common Stock09/15/2026M8,622A$053,209D
Class A Common Stock09/15/2026F4,387D$048,822D
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
Restricted Stock Units(1)09/15/2026M5,035 (2) (2)Class A Common Stock5,035$010,071D
Restricted Stock Units(1)09/15/2026M7,392 (3) (3)Class A Common Stock7,392$044,351D
Restricted Stock Units(1)09/15/2026M8,622 (4) (4)Class A Common Stock8,622$086,219D
Class B Common Stock(5) (5) (5)Class A Common Stock6,383,8876,383,887IBy Trust
Class B Common Stock(5) (5) (5)Class A Common Stock128,247128,247IBy Trust
Employee Stock Option (Right to Buy)$82.16 (6)03/24/2029Class A Common Stock32,25132,251D
Employee Stock Option (Right to Buy)$142.47 (6)04/14/2030Class A Common Stock48,37248,372D
Employee Stock Option (Right to Buy)$274.96 (6)04/21/2031Class A Common Stock63,66763,667D
Employee Stock Option (Right to Buy)$274.96 (6)04/21/2031Class A Common Stock127,334127,334D
Explanation of Responses:
1. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
2. 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.
3. 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.
4. 8.33% of the shares underlying the RSU vested 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.
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. The shares subject to the option are fully vested and exercisable by the Reporting Person.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Nathan Francis, attorney-in-fact of the Reporting Person09/17/2026
** 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)

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