Okta (OKTA) CEO sells 11,263 shares under 10b5-1 trading plan

Rhea-AI Filing Summary

Okta, Inc. Chief Executive Officer Todd McKinnon reported open-market sales of 11,263 shares of Class A Common Stock on March 23, 2026, at weighted average prices ranging from $78.40 to $82.09 per share. These transactions were executed under a pre-arranged Rule 10b5-1 trading plan adopted on April 15, 2025, indicating they were scheduled in advance.

After the sales, McKinnon directly held 97,083 shares of Class A Common Stock. He also had substantial additional exposure through indirect holdings of Class B Common Stock held by trusts, representing 6,383,887 and 128,247 underlying Class A shares, plus multiple Restricted Stock Units and fully vested stock options covering additional Class A shares.

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

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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^*

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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/23/2026		S(1)		400	D	$78.7899(2)	107,946	D
Class A Common Stock	03/23/2026		S(1)		2,000	D	$80.1884(3)	105,946	D
Class A Common Stock	03/23/2026		S(1)		5,110	D	$81.0583(4)	100,836	D
Class A Common Stock	03/23/2026		S(1)		3,753	D	$81.6049(5)	97,083	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
Class B Common Stock	(6)							(6)	(6)	Class A Common Stock	6,383,887		6,383,887	I	By Trust
Class B Common Stock	(6)							(6)	(6)	Class A Common Stock	128,247		128,247	I	By Trust
Restricted Stock Units	(7)							(8)	(8)	Class A Common Stock	103,462		103,462	D
Restricted Stock Units	(7)							(9)	(9)	Class A Common Stock	59,135		59,135	D
Restricted Stock Units	(7)							(10)	(10)	Class A Common Stock	20,141		20,141	D
Employee Stock Option (Right to Buy)	$82.16							(11)	03/24/2029	Class A Common Stock	32,251		32,251	D
Employee Stock Option (Right to Buy)	$142.47							(11)	04/14/2030	Class A Common Stock	48,372		48,372	D
Employee Stock Option (Right to Buy)	$274.96							(11)	04/21/2031	Class A Common Stock	63,667		63,667	D
Employee Stock Option (Right to Buy)	$274.96							(11)	04/21/2031	Class A Common Stock	127,334		127,334	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 $78.40 to $79.35 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 $79.48 to $80.41 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the 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 $80.48 to $81.47 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 $81.48 to $82.09 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. 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.

7. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

8. 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.

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

Remarks:

	/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person	03/25/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Okta (OKTA) CEO Todd McKinnon report in this Form 4 filing?

Todd McKinnon reported selling 11,263 shares of Okta Class A Common Stock in open-market transactions on March 23, 2026. The sales occurred at weighted average prices between $78.40 and $82.09 per share and were executed under a pre-arranged Rule 10b5-1 trading plan.

How many Okta (OKTA) shares did the CEO sell and at what prices?

The CEO sold a total of 11,263 Class A shares in four transactions at weighted average prices of $78.7899, $80.1884, $81.0583, and $81.6049. Footnotes state the actual trades occurred in ranges from $78.40 to $82.09 per share across multiple individual transactions.

How many Okta (OKTA) shares does the CEO hold after these sales?

Following the reported sales, the CEO directly held 97,083 shares of Okta Class A Common Stock. In addition, trusts held Class B shares convertible into 6,383,887 and 128,247 Class A shares, alongside several tranches of Restricted Stock Units and fully vested employee stock options.

Were the Okta (OKTA) CEO’s share sales made under 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 March 23, 2026 sales was established in advance rather than decided opportunistically.

What derivative and RSU positions does the Okta (OKTA) CEO retain?

The CEO retains Restricted Stock Units representing 103,462, 59,135 and 20,141 underlying Class A shares, each RSU equal to one share. He also holds fully vested stock options on 32,251, 48,372, 63,667 and 127,334 underlying Class A shares with exercise prices from $82.1600 to $274.9600.

How are Okta (OKTA) Class B shares held by the CEO treated in this filing?

Class B Common Stock is held indirectly by trusts and is convertible into Class A on a one-for-one basis with no expiration date. The filing shows trusts holding 6,383,887 and 128,247 underlying Class A shares, giving the CEO significant indirect economic exposure in addition to direct Class A holdings.