STOCK TITAN

Okta COO sells 6,395 shares at $181–$189 range

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(Negative)
Form Type
4

Rhea-AI Filing Summary

Okta, Inc. (OKTA) reported that President and Chief Operating Officer Eric Robert Kelleher sold 6,395 shares of Class A Common Stock on September 18, 2026 in a series of open-market transactions at weighted average prices ranging from about $181.70 to $188.56 per share, effected pursuant to a Rule 10b5-1 trading plan adopted on June 12, 2026.

He continues to hold equity awards, including Restricted Stock Units tied to 9,684, 31,679 and 61,585 shares that vest quarterly after initial vesting dates in June 2024, June 2025 and June 2026, and fully vested employee stock options over 2,955, 6,792 and 12,587 shares at exercise prices between $211.86 and $274.96 expiring in 2030 and 2031.

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Insider Kelleher Eric Robert
Role See Remarks
Sold 6,395 shs ($1.17M)
Type Security Shares Price Value
Sale Class A Common Stock F1, F2 1,495 $182.2338 $272K
Sale Class A Common Stock F1, F3 3,244 $183.3684 $595K
Sale Class A Common Stock F1, F4 956 $184.2617 $176K
Sale Class A Common Stock F1, F5 300 $185.6467 $56K
Sale Class A Common Stock F1, F6 300 $186.6967 $56K
Sale Class A Common Stock F1 100 $188.56 $19K
holding Restricted Stock Units F7, F8 -- -- --
holding Restricted Stock Units F7, F9 -- -- --
holding Restricted Stock Units F7, F10 -- -- --
holding Employee Stock Option (Right to Buy) F11 -- -- --
holding Employee Stock Option (Right to Buy) F11 -- -- --
holding Employee Stock Option (Right to Buy) F11 -- -- --
Holdings After Transaction: Class A Common Stock — 18,668 shares (Direct); Restricted Stock Units — 102,948 contracts (Direct); Employee Stock Option (Right to Buy) — 22,334 contracts (Direct)
Footnotes (11)
  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 $181.70 to $182.63 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $182.88 to $183.87 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. F4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $183.90 to $184.89 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 $185.34 to $186.22 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 $186.45 to $187.15 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. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
  8. F8. 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. F9. 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. F10. 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. F11. The shares subject to the option are fully vested and exercisable by the Reporting Person.
Shares sold 6,395 shares Total Class A Common Stock sold by Eric Kelleher on September 18, 2026
Sale price range $181.70–$188.56 per share Price ranges for multiple trades underlying the reported weighted average prices
Rule 10b5-1 plan adoption date June 12, 2026 Date Eric Kelleher adopted the trading plan used for these sales
RSU underlying shares grant 1 9,684 shares RSUs each representing one Okta Class A share, with initial vesting June 15, 2024
RSU underlying shares grant 2 31,679 shares RSUs with initial vesting June 15, 2025 and quarterly vesting thereafter
RSU underlying shares grant 3 61,585 shares RSUs with initial vesting June 15, 2026 and quarterly vesting thereafter
Stock option exercise prices $211.86, $274.96, $255.38 per share Exercise prices for fully vested employee stock options held by Eric Kelleher
Option expirations September 21, 2030; April 21, 2031; September 22, 2031 Expiration dates of reported employee stock options
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 ("RSU") financial
"Each Restricted Stock Unit ("RSU") represents the right to receive one share"
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 Security Title Class A"
continuous employment other
"thereafter, subject to the Reporting Person's continuous employment with the Issuer"

FAQ

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

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

Okta reported that President and COO Eric Robert Kelleher sold 6,395 shares of Class A Common Stock on September 18, 2026 in open-market transactions at weighted average prices between about $181.70 and $188.56 per share.

Was the OKTA insider sale by Eric Kelleher under a Rule 10b5-1 plan?

Yes. The transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by Eric Robert Kelleher on June 12, 2026, as disclosed in the footnotes.

What equity awards in Okta (OKTA) does Eric Kelleher continue to hold after these sales?

Eric Kelleher continues to hold RSUs covering 9,684, 31,679 and 61,585 Okta Class A shares, plus fully vested employee stock options over 2,955, 6,792 and 12,587 shares at exercise prices between $211.86 and $274.96.

At what prices were the Okta (OKTA) shares sold by Eric Kelleher?

The reported weighted average sale prices were $182.23, $183.37, $184.26, $185.65, $186.70 and $188.56 per share, each representing multiple trades within price ranges disclosed in the footnotes.

How do Eric Kelleher’s Okta (OKTA) RSUs vest?

For each RSU grant, 8.33% of the underlying shares vested on June 15 of 2024, 2025 or 2026, respectively, with the remaining shares vesting in 11 equal quarterly installments, subject to his continuous employment on each vesting date.

Are Eric Kelleher’s Okta (OKTA) stock options currently exercisable?

Yes. Footnote F11 states that the shares subject to the reported employee stock options are fully vested and exercisable by Eric Kelleher. The options cover 2,955, 6,792 and 12,587 shares, expiring between 2030 and 2031.

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

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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)
09/18/2026
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 Stock09/18/2026S(1)1,495D$182.2338(2)23,568D
Class A Common Stock09/18/2026S(1)3,244D$183.3684(3)20,324D
Class A Common Stock09/18/2026S(1)956D$184.2617(4)19,368D
Class A Common Stock09/18/2026S(1)300D$185.6467(5)19,068D
Class A Common Stock09/18/2026S(1)300D$186.6967(6)18,768D
Class A Common Stock09/18/2026S(1)100D$188.5618,668D
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(7) (8) (8)Class A Common Stock9,6849,684D
Restricted Stock Units(7) (9) (9)Class A Common Stock31,67931,679D
Restricted Stock Units(7) (10) (10)Class A Common Stock61,58561,585D
Employee Stock Option (Right to Buy)$211.86 (11)09/21/2030Class A Common Stock2,9552,955D
Employee Stock Option (Right to Buy)$274.96 (11)04/21/2031Class A Common Stock6,7926,792D
Employee Stock Option (Right to Buy)$255.38 (11)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 $181.70 to $182.63 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 $182.88 to $183.87 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 $183.90 to $184.89 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 $185.34 to $186.22 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 $186.45 to $187.15 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. 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:
President and Chief Operating Officer
/s/ Nathan Francis, attorney-in-fact of the Reporting Person09/22/2026
** 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)

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