STOCK TITAN

Okta, Inc. (NASDAQ: OKTA) insider sells 3,977 shares in planned trade

(Moderate)
(Negative)
Form Type
4

Rhea-AI Filing Summary

Okta, Inc. officer Eric Robert Kelleher sold a total of 3,977 shares of Class A common stock on June 18, 2026 in several open‑market transactions at weighted‑average prices between $107.54 and $118.07 per share, pursuant to a Rule 10b5‑1 trading plan adopted April 15, 2025. After these sales he directly holds 19,618 Class A shares, 119,227 Restricted Stock Units representing Class A shares, and employee stock options for 22,334 underlying shares.

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 — 19,618 shares (Direct); Restricted Stock Units — 119,227 shares (Direct); Employee Stock Option (Right to Buy) — 22,334 shares (Direct)
Footnotes (13)
  1. F1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 15, 2025.
  2. F2. 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. F3. Includes 130 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan.
  4. F4. 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. F5. 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. F6. 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. F7. 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. F8. 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. F9. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
  10. F10. 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. F11. 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. F12. 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. F13. The shares subject to the option are fully vested and exercisable by the Reporting Person.
Shares sold 3,977 shares of Class A common stock Total sold by Eric Robert Kelleher on June 18, 2026
Sale price range $107.54–$118.07 per share Weighted-average prices across multiple sale transactions
Post-transaction Class A holdings 19,618 shares Direct Class A common stock held after the reported sales
Restricted Stock Units held 119,227 units RSUs representing the right to receive Class A common shares
Stock options underlying shares 22,334 shares Employee stock options exercisable into Class A common stock
10b5-1 plan adoption date April 15, 2025 Date Kelleher adopted the Rule 10b5-1 trading plan
Option exercise price $211.86 per share Exercise price of stock options expiring on September 21, 2030
Option exercise price $274.96 per share Exercise price of stock options expiring on April 21, 2031
Rule 10b5-1 trading plan financial
"This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted"
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.
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.
Restricted Stock Unit ("RSU") financial
"Each Restricted Stock Unit ("RSU") represents the right to receive one share"
Section 423 Employee Stock Purchase Plan financial
"Includes 130 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan."
continuous employment financial
"subject to the Reporting Person's continuous employment with the Issuer on each such date."

FAQ

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

Eric Robert Kelleher reported selling 3,977 shares of Okta Class A common stock on June 18, 2026 in multiple open‑market trades. These sales were executed under a Rule 10b5‑1 trading plan adopted on April 15, 2025.

At what prices did Okta (OKTA) shares sell in Kelleher’s Form 4 filing?

The reported weighted‑average sale prices ranged between $107.54 and $118.07 per share across several transactions. Individual rows show prices such as $107.975, $109.005, $111.0467, $112.1483, $115.335 and $117.5945.

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

After the reported transactions, Kelleher directly holds 19,618 shares of Okta Class A common stock. In addition, he has 119,227 Restricted Stock Units and employee stock options covering 22,334 shares of Class A common stock.

What derivative equity awards does Kelleher retain in Okta (OKTA)?

Kelleher retains 119,227 Restricted Stock Units, each representing one Okta Class A share, and stock options for 22,334 shares. Option exercise prices include $211.86, $255.38 and $274.96 per share, with expirations extending to 2030 and 2031.

Was Kelleher’s Okta (OKTA) stock sale made under a trading plan?

Yes. The filing states the transactions were effected under a Rule 10b5‑1 trading plan adopted on April 15, 2025. Such plans pre‑schedule trades, which can reduce the informational value of timing for external observers.

How do Kelleher’s Restricted Stock Units in Okta (OKTA) vest?

Each RSU equals one Class A share. Footnotes state 8.33% of certain RSU grants vested on June 15 of 2024, 2025, and 2026, with remaining shares vesting in 11 equal quarterly installments, subject to continuous employment.

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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).
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)