[Form 4] Okta, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Eric R. Kelleher, President and Chief Operating Officer of Okta, Inc. (OKTA), reported insider sales executed under a Rule 10b5-1 trading plan adopted April 15, 2025. On 09/18/2025 the reporting person sold 600 shares at a weighted average price of $91.2017, 5,304 shares at a weighted average price of $92.3001, and 2,618 shares at a weighted average price of $93.5885. The Form 4 shows the beneficial ownership amounts after those transactions as 17,096; 11,792; and 9,174 shares respectively. The filing also discloses outstanding restricted stock units totaling 103,129 shares and several fully vested employee stock options exercisable into Class A and Class B common stock.

Positive

• Sales executed under a documented Rule 10b5-1 trading plan, indicating pre-planned dispositions rather than ad-hoc insider trading
• Detailed disclosure of weighted-average prices and price ranges for the multiple sale tranches, enhancing transparency
• Significant remaining equity exposure: 103,129 restricted stock units and multiple vested options remain outstanding

Negative

• Insider sold 8,522 shares on 09/18/2025, which may be viewed negatively by some investors despite being pre-planned
• Form lines show reduced beneficial ownership per reported class after the transactions (17,096; 11,792; 9,174 shown)

Insights

Financial Analyst

TL;DR: Insider executed pre-planned sales totaling 8,522 shares under a 10b5-1 plan; substantial remaining equity and option/R SU holdings remain.

The transactions reported on Form 4 were effected pursuant to a 10b5-1 plan, which indicates pre-scheduled dispositions rather than ad-hoc sales. The filing lists three separate non-derivative dispositions on 09/18/2025 totaling 8,522 shares sold at weighted average prices between $91.20 and $93.59. Post-transaction beneficial ownership lines are provided for each class shown. Material additional equity exposure remains via 103,129 restricted stock units and multiple fully vested employee stock options across different strike prices and expirations, preserving continued alignment with company performance.

Corporate Governance Expert

TL;DR: Sales were executed under an established 10b5-1 plan and the filing provides standard transparency on holdings and vesting schedules.

The Form 4 discloses that the reporting person adopted a Rule 10b5-1 trading plan on April 15, 2025, and that the reported disposals occurred pursuant to that plan. The filing includes clear vesting schedules for multiple RSU awards and confirms certain stock options are fully vested and exercisable. The presence of an attorney-in-fact signature is documented, and explanatory footnotes detail weighted-average price ranges and vesting terms, consistent with thorough insider disclosure practices.

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).

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 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2025

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	09/18/2025		S(1)		600	D	$91.2017(2)	17,096	D
Class A Common Stock	09/18/2025		S(1)		5,304	D	$92.3001(3)	11,792	D
Class A Common Stock	09/18/2025		S(1)		2,618	D	$93.5885(4)	9,174	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
Restricted Stock Units	(5)							(6)	(6)	Class A Common Stock	2,375		2,375	D
Restricted Stock Units	(5)							(7)	(7)	Class A Common Stock	19,905		19,905	D
Restricted Stock Units	(5)							(8)	(8)	Class A Common Stock	29,050		29,050	D
Restricted Stock Units	(5)							(9)	(9)	Class A Common Stock	52,799		52,799	D
Employee Stock Option (Right to Buy)	$8.97							(10)	10/23/2026	Class B Common Stock	7,228		7,228	D
Employee Stock Option (Right to Buy)	$211.86							(10)	09/21/2030	Class A Common Stock	2,955		2,955	D
Employee Stock Option (Right to Buy)	$274.96							(10)	04/21/2031	Class A Common Stock	6,792		6,792	D
Employee Stock Option (Right to Buy)	$255.38							(10)	09/22/2031	Class A Common Stock	12,587		12,587	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 $90.91 to $91.68 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 $92.01 to $92.82 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 $93.23 to $93.89 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. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

6. 6.25% of the shares underlying the RSU vested on June 15, 2022, and the remaining shares underlying the RSU shall vest in 15 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 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.

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

Remarks:

President and Chief Operating Officer

	/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person	09/22/2025
	** 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

What transactions did Okta insider Eric Kelleher report on Form 4 (OKTA)?

The Form 4 reports sales on 09/18/2025 of 600 shares at a weighted average $91.2017, 5,304 shares at $92.3001, and 2,618 shares at $93.5885.

Were the sales by the Okta insider part of a 10b5-1 plan?

Yes. The filing states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted April 15, 2025.

How many restricted stock units and options does the reporting person hold?

The Form 4 discloses restricted stock units totaling 103,129 shares (sum of 2,375; 19,905; 29,050; 52,799) and several employee stock options, including 7,228 shares (Class B) and multiple Class A option grants totaling 22,334 shares across different strikes and expirations.

Are any stock options fully vested and exercisable?

Yes. Footnote 10 states the shares subject to certain options are fully vested and exercisable; specific option strike prices and expiration dates are reported in the filing.

What role does the reporting person hold at Okta?

The filing identifies the reporting person as President and Chief Operating Officer.