STOCK TITAN

Okta COO sells 2,549 shares in $430K trade

Okta’s president and COO disclosed a Rule 10b5-1 planned open-market sale of 2,549 Class A shares, retaining direct holdings plus sizable RSU and option positions.

(Moderate)
(Negative)
Form Type
4

Rhea-AI Filing Summary

Okta, Inc. (OKTA) reports that President and Chief Operating Officer Eric Robert Kelleher sold 2,549 shares of Class A Common Stock on September 11, 2026 at a weighted average price of $168.5534 per share in an open-market transaction under a Rule 10b5-1 trading plan adopted June 12, 2026. Following this sale, he holds 17,069 shares directly, plus multiple outstanding RSU awards and fully vested employee stock options covering additional shares of Class A Common Stock.

Positive

  • None.

Negative

  • None.
Insider Kelleher Eric Robert
Role See Remarks
Sold 2,549 shs ($430K)
Type Security Shares Price Value
Sale Class A Common Stock F1, F2 2,549 $168.5534 $430K
holding Restricted Stock Units F3, F4 -- -- --
holding Restricted Stock Units F3, F5 -- -- --
holding Restricted Stock Units F3, F6 -- -- --
holding Employee Stock Option (Right to Buy) F7 -- -- --
holding Employee Stock Option (Right to Buy) F7 -- -- --
holding Employee Stock Option (Right to Buy) F7 -- -- --
Holdings After Transaction: Class A Common Stock — 17,069 shares (Direct); Restricted Stock Units — 119,227 contracts (Direct); Employee Stock Option (Right to Buy) — 22,334 contracts (Direct)
Footnotes (7)
  1. F1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 12, 2026.
  2. F2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $168.365 to $169.09 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the 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. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
  4. F4. 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.
  5. F5. 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.
  6. F6. 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.
  7. F7. The shares subject to the option are fully vested and exercisable by the Reporting Person.
Shares sold 2,549 shares Class A Common Stock sale on September 11, 2026
Weighted average sale price $168.5534 per share Open-market sale of 2,549 Class A shares
Approximate transaction value about $429,648 2,549 shares sold at a weighted average price of $168.5534
Direct holdings after transaction 17,069 shares Class A Common Stock held directly by Eric Robert Kelleher post-sale
RSU underlying shares (grant 1) 14,525 shares Restricted Stock Units representing Okta Class A Common Stock
RSU underlying shares (grant 2) 36,959 shares Restricted Stock Units representing Okta Class A Common Stock
RSU underlying shares (grant 3) 67,743 shares Restricted Stock Units representing Okta Class A Common Stock
Stock option exercise prices $211.86; $274.96; $255.38 per share Fully vested employee stock options expiring 2030–2031
Rule 10b5-1 trading plan regulatory
"This transaction was effected pursuant to a Rule 10b5-1 trading plan"
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.
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.
Employee Stock Option (Right to Buy) financial
"Employee Stock Option (Right to Buy) ... underlying shares of Class A"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did OKTA report for Eric Robert Kelleher on September 11, 2026?

Eric Robert Kelleher sold 2,549 shares of Okta Class A Common Stock on September 11, 2026 in an open-market transaction at a weighted average price of $168.5534 per share, according to the Form 4.

Was the September 11, 2026 OKTA insider sale under a Rule 10b5-1 plan?

Yes. The Form 4 states the sale was effected pursuant to a Rule 10b5-1 trading plan adopted by Eric Robert Kelleher on June 12, 2026, indicating the trades were pre-arranged under that plan.

How many OKTA shares does Eric Robert Kelleher hold directly after this Form 4 sale?

After selling 2,549 shares, Eric Robert Kelleher holds 17,069 shares of Okta Class A Common Stock directly, as reported in the Form 4’s post-transaction holdings column.

What RSU positions tied to OKTA stock does Eric Robert Kelleher report?

He reports three Restricted Stock Unit positions, each RSU representing one share of Class A Common Stock, with 14,525, 36,959, and 67,743 underlying shares respectively, subject to quarterly vesting schedules described in the footnotes.

What stock options on OKTA shares does Eric Robert Kelleher currently have?

He holds fully vested employee stock options to buy 2,955 shares at $211.86 (expiring September 21, 2030), 6,792 shares at $274.96 (expiring April 21, 2031), and 12,587 shares at $255.38 (expiring September 22, 2031).

What was the approximate dollar value of the OKTA shares sold by Eric Robert Kelleher?

Multiplying the 2,549 shares sold by the $168.5534 weighted average price implies an approximate transaction value of about $429,648, based solely on figures reported in the Form 4.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
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)
09/11/2026
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 Stock09/11/2026S(1)2,549D$168.5534(2)17,069D
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(3) (4) (4)Class A Common Stock14,52514,525D
Restricted Stock Units(3) (5) (5)Class A Common Stock36,95936,959D
Restricted Stock Units(3) (6) (6)Class A Common Stock67,74367,743D
Employee Stock Option (Right to Buy)$211.86 (7)09/21/2030Class A Common Stock2,9552,955D
Employee Stock Option (Right to Buy)$274.96 (7)04/21/2031Class A Common Stock6,7926,792D
Employee Stock Option (Right to Buy)$255.38 (7)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 June 12, 2026.
2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $168.365 to $169.09 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the 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. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
4. 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.
5. 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.
6. 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.
7. The shares subject to the option are fully vested and exercisable by the Reporting Person.
Remarks:
President and Chief Operating Officer, Exhibit 24 - Power of Attorney
/s/ Nathan Francis, attorney-in-fact of the Reporting Person09/15/2026
** 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)

Keep reading