STOCK TITAN

Okta (OKTA) CEO Todd McKinnon sells 68,936 shares under Rule 10b5-1 plan

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

Rhea-AI Filing Summary

Okta, Inc. Chief Executive Officer Todd McKinnon reported open-market sales of 68,936 shares of Class A Common Stock on July 8, 2026, executed under a pre-arranged Rule 10b5-1 trading plan. He continues to hold vested stock options, RSUs, and significant Class B shares held indirectly through trusts.

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Insights

CEO Todd McKinnon sold 68,936 Okta shares under a pre-set 10b5-1 plan.

Okta’s CEO, Todd McKinnon, reported open-market sales totaling 68,936 shares of Class A Common Stock on July 8, 2026. The weighted-average prices per share ranged from about $144.93 to $148.84, with four sale tranches disclosed.

A footnote states the trades were effected pursuant to a Rule 10b5-1 trading plan adopted on April 8, 2026, indicating they were pre-scheduled rather than discretionary timing decisions. McKinnon continues to hold fully vested employee stock options with exercise prices of $82.16, $142.47, and $274.96, multiple RSU awards, and large indirect holdings of Class B Common Stock convertible one-for-one into Class A.

Because the sales are plan-driven and the filing shows substantial remaining equity exposure via options, RSUs, and Class B shares held by trusts, this activity appears as routine portfolio and compensation management rather than a thesis-changing event.

Insider McKinnon Todd
Role Chief Executive Officer
Sold 68,936 shs ($10.11M)
Type Security Shares Price Value
Sale Class A Common Stock 12,695 $145.629 $1.85M
Sale Class A Common Stock 29,502 $146.3878 $4.32M
Sale Class A Common Stock 25,034 $147.3023 $3.69M
Sale Class A Common Stock 1,705 $148.1604 $253K
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
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) -- -- --
holding Employee Stock Option (Right to Buy) -- -- --
Holdings After Transaction: Class A Common Stock — 94,725 shares (Direct); Class B Common Stock — 6,383,887 shares (Indirect, By Trust); Restricted Stock Units — 15,106 shares (Direct); Employee Stock Option (Right to Buy) — 32,251 shares (Direct)
Footnotes (1)
  1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 8, 2026. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $144.9321 to $145.9273 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $145.9335 to $146.9331 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 $146.9337 to $147.9327 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 $147.9353 to $148.8407 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 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. 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 68,936 shares Total Class A Common Stock sold by Todd McKinnon on July 8, 2026
Weighted-average sale price example $148.1604 per share Weighted-average price for one reported sale tranche of 1,705 shares
Lowest price range $144.9321 to $145.9273 per share Price range for one group of sales noted in a weighted-average footnote
Highest price range $147.9353 to $148.8407 per share Price range for another group of sales in the same trading day
Option exercise price $82.16 per share Exercise price of one fully vested employee stock option grant
Option exercise price $142.47 per share Exercise price of another fully vested employee stock option grant
Option exercise price $274.96 per share Exercise price of additional fully vested employee stock option grants
RSU vesting schedule 8.33% initial vest, 11 quarterly installments Structure of RSU vesting beginning June 15, 2024, 2025, and 2026
Rule 10b5-1 trading plan regulatory
"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.
Restricted Stock Unit financial
"Each Restricted Stock Unit ("RSU") represents the right to receive one share"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Class B Common Stock financial
"Each share of Class B Common Stock is convertible into one share"
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.
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.
vesting financial
"8.33% of the shares underlying the RSU vested on June 15, 2024"
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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FAQ

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

Todd McKinnon reported open-market sales totaling 68,936 shares of Okta Class A Common Stock on July 8, 2026, executed at weighted-average prices around the mid-$140s per share.

Were Todd McKinnon’s Okta (OKTA) 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 by Todd McKinnon on April 8, 2026, indicating the sales were pre-arranged.

How many Okta (OKTA) shares did Todd McKinnon sell and at what prices?

Todd McKinnon sold 68,936 shares of Class A Common Stock. Weighted-average prices for the sale tranches ranged from approximately $144.93 to $148.84 per share, as detailed in the footnotes.

What stock options does Okta (OKTA) CEO Todd McKinnon still hold after these trades?

He continues to hold fully vested employee stock options on Okta Class A shares with exercise prices of $82.16, $142.47, and $274.96, each with stated expiration dates between 2029 and 2031.

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

The filing notes he has indirect holdings of Class B Common Stock held by trusts. Each Class B share is convertible one-for-one into a share of Class A Common Stock and has no expiration date.
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*
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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/08/2026
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 Stock07/08/2026S(1)12,695D$145.629(2)94,725D
Class A Common Stock07/08/2026S(1)29,502D$146.3878(3)65,223D
Class A Common Stock07/08/2026S(1)25,034D$147.3023(4)40,189D
Class A Common Stock07/08/2026S(1)1,705D$148.1604(5)38,484D
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
Class B Common Stock(6) (6) (6)Class A Common Stock6,383,8876,383,887IBy Trust
Class B Common Stock(6) (6) (6)Class A Common Stock128,247128,247IBy Trust
Restricted Stock Units(7) (8) (8)Class A Common Stock15,10615,106D
Restricted Stock Units(7) (9) (9)Class A Common Stock51,74351,743D
Restricted Stock Units(7) (10) (10)Class A Common Stock94,84194,841D
Employee Stock Option (Right to Buy)$82.16 (11)03/24/2029Class A Common Stock32,25132,251D
Employee Stock Option (Right to Buy)$142.47 (11)04/14/2030Class A Common Stock48,37248,372D
Employee Stock Option (Right to Buy)$274.96 (11)04/21/2031Class A Common Stock63,66763,667D
Employee Stock Option (Right to Buy)$274.96 (11)04/21/2031Class A Common Stock127,334127,334D
Explanation of Responses:
1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 8, 2026.
2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $144.9321 to $145.9273 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 $145.9335 to $146.9331 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 $146.9337 to $147.9327 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 $147.9353 to $148.8407 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 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.
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, 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.
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 Person07/10/2026
** 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)