STOCK TITAN

Okta (OKTA) officer Eric Kelleher sells 3,977 shares in planned trades

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Okta, Inc. officer Eric Robert Kelleher reported open-market sales of 3,977 shares of Class A Common Stock. The sales occurred on June 18, 2026 under a pre-arranged Rule 10b5-1 trading plan adopted on April 15, 2025.

The shares were sold in multiple transactions at weighted average prices, with individual trades executed in ranges from about $107.54 to $118.07 per share, as detailed in several price-range footnotes. Following these sales, Kelleher directly holds 23,395 shares of Okta Class A Common Stock.

He also retains equity-based incentives, including vested employee stock options to purchase 12,587, 6,792, and 2,955 shares at exercise prices of $255.38, $274.96, and $211.86 per share, respectively, and multiple blocks of restricted stock units representing additional rights to receive Okta Class A shares over time.

Positive

  • None.

Negative

  • None.
Insider Kelleher Eric Robert
Role See Remarks
Sold 3,977 shs ($454K)
Type Security Shares Price Value
Sale Class A Common Stock 200 $107.975 $22K
Sale Class A Common Stock 400 $109.005 $44K
Sale Class A Common Stock 1,000 $111.0467 $111K
Sale Class A Common Stock 300 $112.1483 $34K
Sale Class A Common Stock 200 $115.335 $23K
Sale Class A Common Stock 1,777 $117.5945 $209K
Sale Class A Common Stock 100 $118.49 $12K
holding Restricted Stock Units -- -- --
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) -- -- --
Holdings After Transaction: Class A Common Stock — 23,395 shares (Direct, null); Restricted Stock Units — 14,525 shares (Direct, null); Employee Stock Option (Right to Buy) — 2,955 shares (Direct, null)
Footnotes (1)
  1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 15, 2025. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.54 to $108.41 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. Includes 130 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.80 to $109.53 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $110.70 to $111.54 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.935 to $112.38 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $115.17 to $115.50 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.11 to $118.07 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. 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 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. The shares subject to the option are fully vested and exercisable by the Reporting Person.
Shares sold 3,977 shares Class A Common Stock sold on June 18, 2026
Post-sale holdings 23,395 shares Class A Common Stock held directly after transactions
Example sale price $118.49 per share One reported weighted average sale price
Lowest sale range price $107.54 per share Lower bound of one disclosed sale price range
Option exercise price $255.38 per share Employee stock option on 12,587 underlying shares, expiring 2031-09-22
Option exercise price $274.96 per share Employee stock option on 6,792 underlying shares, expiring 2031-04-21
Largest RSU block 67,743 shares Restricted Stock Units convertible into Class A Common Stock
Net share change -3,977 shares Net buy/sell shares in transaction summary (net-sell)
Rule 10b5-1 trading plan regulatory
"This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 15, 2025."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
Restricted Stock Unit ("RSU") financial
"Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock."
weighted average price financial
"The reported price in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
Section 423 Employee Stock Purchase Plan regulatory
"Includes 130 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan."
fully vested and exercisable financial
"The shares subject to the option are fully vested and exercisable by the Reporting Person."
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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)
06/18/2026
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 Stock06/18/2026S(1)200D$107.975(2)23,395(3)D
Class A Common Stock06/18/2026S(1)400D$109.005(4)22,995(3)D
Class A Common Stock06/18/2026S(1)1,000D$111.0467(5)21,995(3)D
Class A Common Stock06/18/2026S(1)300D$112.1483(6)21,695(3)D
Class A Common Stock06/18/2026S(1)200D$115.335(7)21,495(3)D
Class A Common Stock06/18/2026S(1)1,777D$117.5945(8)19,718(3)D
Class A Common Stock06/18/2026S(1)100D$118.4919,618(3)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(9) (10) (10)Class A Common Stock14,52514,525D
Restricted Stock Units(9) (11) (11)Class A Common Stock36,95936,959D
Restricted Stock Units(9) (12) (12)Class A Common Stock67,74367,743D
Employee Stock Option (Right to Buy)$211.86 (13)09/21/2030Class A Common Stock2,9552,955D
Employee Stock Option (Right to Buy)$274.96 (13)04/21/2031Class A Common Stock6,7926,792D
Employee Stock Option (Right to Buy)$255.38 (13)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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.54 to $108.41 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. Includes 130 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan.
4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.80 to $109.53 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $110.70 to $111.54 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.
6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.935 to $112.38 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.
7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $115.17 to $115.50 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.
8. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.11 to $118.07 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.
9. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
10. 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.
11. 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.
12. 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.
13. 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 Person06/23/2026
** 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 did Okta (OKTA) officer Eric Robert Kelleher report in this Form 4?

Eric Robert Kelleher reported selling 3,977 shares of Okta Class A Common Stock in open-market transactions on June 18, 2026. These trades were executed under a pre-arranged Rule 10b5-1 trading plan adopted on April 15, 2025.

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

Kelleher sold 3,977 shares of Okta Class A Common Stock in multiple trades at weighted average prices. Footnotes show individual sale prices occurring in ranges from approximately $107.54 to $118.07 per share across different transaction groups.

How many Okta (OKTA) shares does Eric Robert Kelleher hold after these transactions?

After the reported sales, Kelleher directly holds 23,395 shares of Okta Class A Common Stock. This total appears as the post-transaction share balance in the final non-derivative transaction line reported in the Form 4 data.

Were Eric Robert Kelleher’s Okta (OKTA) share sales part of a Rule 10b5-1 plan?

Yes. A footnote states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on April 15, 2025. Such plans pre-schedule trades, indicating the timing of these sales was set in advance rather than decided opportunistically.

What equity awards in Okta (OKTA) does Eric Robert Kelleher still hold?

Kelleher holds vested employee stock options covering 12,587, 6,792, and 2,955 underlying shares at exercise prices of $255.38, $274.96, and $211.86. He also holds several restricted stock unit awards representing tens of thousands of additional Okta Class A shares.

How do the RSUs in this Okta (OKTA) Form 4 vest over time?

Footnotes explain that 8.33% of certain RSU grants vested on June 15 of 2024, 2025 or 2026, respectively. The remaining RSU shares vest in 11 equal quarterly installments, subject to Kelleher’s continuous employment with Okta on each scheduled vesting date.