STOCK TITAN

Okta (OKTA) executive gets 73,901 RSUs and sells 16,818 shares at $80

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Okta, Inc. insider Eric Robert Kelleher reported both a new equity award and a stock sale. He received a grant of 73,901 Restricted Stock Units, each representing one share of Class A common stock at no exercise price. On the same date, he sold 16,818 shares of Class A common stock in an open‑market transaction at $80.00 per share pursuant to a pre‑arranged Rule 10b5‑1 trading plan. After the sale, he directly holds 15,470 shares of Class A common stock, plus multiple unvested RSU awards and vested stock options covering additional Class A and Class B shares.

Positive

  • None.

Negative

  • None.

Insights

Routine RSU grant paired with pre‑planned share sale; overall neutral signal.

Okta granted Eric Robert Kelleher 73,901 RSUs tied to Class A common stock, a standard stock-based compensation award. The RSUs vest 8.33% initially, then in 11 equal quarterly installments, conditioned on continued employment, which spreads value over several years.

He sold 16,818 Class A shares at $80.00 in an open-market trade executed under a Rule 10b5‑1 trading plan adopted on April 15, 2025, indicating the timing was pre‑scheduled. Following the sale, he still holds 15,470 shares plus sizeable unvested RSUs and several fully vested stock option grants, suggesting this is a routine liquidity event rather than a large position change.

Insider Kelleher Eric Robert
Role See Remarks
Sold 16,818 shs ($1.35M)
Type Security Shares Price Value
Grant/Award Restricted Stock Units 73,901 $0.00 --
Sale Class A Common Stock 16,818 $80.00 $1.35M
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
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) -- -- --
Holdings After Transaction: Restricted Stock Units — 73,901 shares (Direct); Class A Common Stock — 15,470 shares (Direct); Employee Stock Option (Right to Buy) — 2,409 shares (Direct)
Footnotes (1)
  1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 15, 2025. 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 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. 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. The shares subject to the option are fully vested and exercisable by the Reporting Person.
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)
03/19/2026
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 Stock03/19/2026S(1)16,818D$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
Restricted Stock Units(2)03/19/2026A73,901 (3) (3)Class A Common Stock73,901$073,901D
Restricted Stock Units(2) (4) (4)Class A Common Stock19,36719,367D
Restricted Stock Units(2) (5) (5)Class A Common Stock42,23942,239D
Employee Stock Option (Right to Buy)$8.97 (6)10/23/2026Class B Common Stock2,4092,409D
Employee Stock Option (Right to Buy)$211.86 (6)09/21/2030Class A Common Stock2,9552,955D
Employee Stock Option (Right to Buy)$274.96 (6)04/21/2031Class A Common Stock6,7926,792D
Employee Stock Option (Right to Buy)$255.38 (6)09/22/2031Class A Common Stock12,58712,587D
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. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
3. 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.
4. 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.
5. 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.
6. 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 Person03/23/2026
** 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)

FAQ

What insider transactions did Eric Robert Kelleher report for Okta (OKTA)?

Eric Robert Kelleher reported a grant of 73,901 Restricted Stock Units and an open-market sale of 16,818 shares of Okta Class A common stock at $80.00 per share. The filing also details his remaining direct shareholdings, unvested RSUs, and vested stock options.

Was the Okta (OKTA) insider stock sale made under a Rule 10b5-1 plan?

Yes. The filing states the stock sale was effected pursuant to a Rule 10b5-1 trading plan adopted by Eric Robert Kelleher on April 15, 2025. Such pre-arranged plans automate trades, reducing the informational value of the exact sale timing for investors.

How many Okta (OKTA) shares did Eric Robert Kelleher sell and at what price?

He sold 16,818 shares of Okta Class A common stock in an open-market transaction at $80.00 per share. After this sale, his direct holdings total 15,470 Class A shares, alongside additional exposure through unvested RSUs and vested employee stock options.

What equity awards does Eric Robert Kelleher hold in Okta (OKTA) after this Form 4?

After the reported transactions, he holds unvested RSUs covering 19,367 and 42,239 Class A shares, plus several vested stock options over Class A and Class B shares with exercise prices from $8.97 to $274.96 and expirations between 2026 and 2031, in addition to 15,470 direct shares.

How do the new RSU grant terms work for Okta (OKTA) insider Eric Robert Kelleher?

The 73,901 RSU grant vests 8.33% of underlying shares on June 15, 2026, with the remaining shares vesting in 11 equal quarterly installments. Vesting depends on his continuous employment with Okta on each vesting date, aligning compensation with ongoing service.