Okta (OKTA) CEO McKinnon exercises RSUs, keeps large equity stake via options and Class B

Rhea-AI Filing Summary

Okta, Inc. Chief Executive Officer Todd McKinnon reported equity compensation activity involving restricted stock units and related tax withholding. On June 15, 2026, he exercised RSUs classified as derivative securities to acquire a total of 21,048 shares of Okta Class A Common Stock in three separate transactions of 8,621, 7,392 and 5,035 shares, each at a stated price of $0.00 per share.

In connection with this vesting and exercise activity, a total of 10,711 Class A shares were disposed of through tax-withholding transactions coded "F" to cover exercise price or tax liabilities. Following these transactions, McKinnon directly held 99,556 shares of Class A Common Stock. He also continues to hold several fully vested employee stock options over Class A shares with exercise prices of $274.96, $142.47 and $82.16, expiring between March 24, 2029 and April 21, 2031, as well as significant Class B Common Stock positions that are convertible into Class A shares and are held indirectly through trusts.

Insights

Equity compensation analyst

Routine RSU vesting and tax withholding; no open-market trades reported.

Okta Chief Executive Officer Todd McKinnon reported equity compensation events centered on RSU vesting and associated option-style exercises. The filing shows three derivative exercises coded "M" totaling 21,048 shares of Class A Common Stock at a stated price of $0.00 per share.

To satisfy exercise price or tax obligations, three transactions coded "F" disposed of 10,711 shares, described as payment of exercise price or tax liability by delivering securities. These are non-market tax-withholding events rather than discretionary sales, and no open-market purchases or sales are reported in the transaction summary.

After these transactions, McKinnon directly held 99,556 Class A shares and retained substantial vested stock options and convertible Class B holdings, including options over 127,334 Class A shares at $274.96 per share expiring on April 21, 2031. Overall, the filing reflects routine compensation-related activity, so the investment thesis impact is neutral.

Insider Trade Summary

21,048 shares exercised/converted

Mixed 15 txns

Insider McKinnon Todd

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	5,035	$0.00	--
Exercise	Restricted Stock Units	7,392	$0.00	--
Exercise	Restricted Stock Units	8,621	$0.00	--
Exercise	Class A Common Stock	5,035	$0.00	--
Tax Withholding	Class A Common Stock	2,562	$0.00	--
Exercise	Class A Common Stock	7,392	$0.00	--
Tax Withholding	Class A Common Stock	3,762	$0.00	--
Exercise	Class A Common Stock	8,621	$0.00	--
Tax Withholding	Class A Common Stock	4,387	$0.00	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
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 — 15,106 shares (Direct, null); Class A Common Stock — 102,118 shares (Direct, null); Class B Common Stock — 6,383,887 shares (Indirect, By Trust); Employee Stock Option (Right to Buy) — 32,251 shares (Direct, null)

Footnotes (1)

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

Key Figures

RSU-derived shares acquired: 21,048 shares Shares withheld for taxes: 10,711 shares Direct Class A holdings after: 99,556 shares +5 more

8 metrics

RSU-derived shares acquired 21,048 shares Class A Common Stock from RSU exercises on June 15, 2026

Shares withheld for taxes 10,711 shares Tax-withholding dispositions coded "F" on June 15, 2026

Direct Class A holdings after 99,556 shares Shares of Okta Class A Common Stock held directly after transactions

Option strike price $274.96/share Employee Stock Option over 127,334 Class A shares expiring April 21, 2031

Option strike price $142.47/share Employee Stock Option over 48,372 Class A shares expiring April 14, 2030

Option strike price $82.16/share Employee Stock Option over 32,251 Class A shares expiring March 24, 2029

Indirect Class B holding 6,383,887 shares Class B Common Stock convertible into Class A, held by trust

Additional indirect Class B holding 128,247 shares Class B Common Stock convertible into Class A, held by trust

Key Terms

Restricted Stock Units, tax-withholding disposition, derivative security, Employee Stock Option (Right to Buy), +2 more

6 terms

Restricted Stock Units financial

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

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition", "transaction_code_description": "Payment of exercise price or tax liability by delivering securities""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative security financial

""transaction_code_description": "Exercise or conversion of derivative security""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

Employee Stock Option (Right to Buy) financial

""security_title": "Employee Stock Option (Right to Buy)""

Class B Common Stock financial

"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."

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

vesting financial

"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"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

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Form 4 Insider Transactions: What Each Field Means →

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).

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)
06/15/2026

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	06/15/2026		M		5,035	A	$0	102,118	D
Class A Common Stock	06/15/2026		F		2,562	D	$0	99,556	D
Class A Common Stock	06/15/2026		M		7,392	A	$0	106,948	D
Class A Common Stock	06/15/2026		F		3,762	D	$0	103,186	D
Class A Common Stock	06/15/2026		M		8,621	A	$0	111,807	D
Class A Common Stock	06/15/2026		F		4,387	D	$0	107,420	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	(1)	06/15/2026		M			5,035	(2)	(2)	Class A Common Stock	5,035	$0	15,106	D
Restricted Stock Units	(1)	06/15/2026		M			7,392	(3)	(3)	Class A Common Stock	7,392	$0	51,743	D
Restricted Stock Units	(1)	06/15/2026		M			8,621	(4)	(4)	Class A Common Stock	8,621	$0	94,841	D
Class B Common Stock	(5)							(5)	(5)	Class A Common Stock	6,383,887		6,383,887	I	By Trust
Class B Common Stock	(5)							(5)	(5)	Class A Common Stock	128,247		128,247	I	By Trust
Employee Stock Option (Right to Buy)	$82.16							(6)	03/24/2029	Class A Common Stock	32,251		32,251	D
Employee Stock Option (Right to Buy)	$142.47							(6)	04/14/2030	Class A Common Stock	48,372		48,372	D
Employee Stock Option (Right to Buy)	$274.96							(6)	04/21/2031	Class A Common Stock	63,667		63,667	D
Employee Stock Option (Right to Buy)	$274.96							(6)	04/21/2031	Class A Common Stock	127,334		127,334	D

Explanation of Responses:

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

2. 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.

3. 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.

4. 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.

5. 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.

6. 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	06/17/2026
	** 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 insider transactions did Okta (OKTA) CEO Todd McKinnon report?

Todd McKinnon reported equity compensation activity, not open-market trades. He exercised restricted stock units to receive 21,048 Okta Class A shares and used 10,711 shares to cover exercise price or tax obligations through transactions coded as tax-withholding dispositions.

How many Okta (OKTA) shares does the CEO hold after this Form 4?

After the reported transactions, Todd McKinnon directly holds 99,556 shares of Okta Class A Common Stock. This figure reflects the impact of RSU exercises and tax-withholding dispositions recorded on June 15, 2026, and represents only his direct Class A holdings.

Were any of the Okta (OKTA) CEO’s transactions open-market sales or purchases?

The Form 4 shows no open-market purchases or sales. Reported activities are derivative exercises coded "M" and tax-withholding dispositions coded "F," which cover exercise price or tax liabilities by delivering shares rather than discretionary market trading.

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

Todd McKinnon retains multiple fully vested employee stock options over Okta Class A shares, with exercise prices of $274.96, $142.47 and $82.16 expiring between March 24, 2029 and April 21, 2031. He also continues to hold restricted stock units and significant convertible Class B holdings.

How many Okta (OKTA) shares were used to cover the CEO’s tax obligations?

A total of 10,711 shares of Okta Class A Common Stock were disposed of through transactions coded "F". These tax-withholding dispositions are described as payments of exercise price or tax liability by delivering securities, rather than voluntary sales into the open market.

What is the nature of the Okta (OKTA) CEO’s Class B Common Stock holdings?

The CEO’s Form 4 shows indirect holdings of Okta Class B Common Stock through trusts, including 6,383,887 underlying Class A shares in one position. Each Class B share is convertible into one Class A share at the holder’s option and has no expiration date, according to the footnotes.