OKTA Form 4: COO Exercised Options and Sold 2,410 Shares

Rhea-AI Filing Summary

Eric R. Kelleher, President and Chief Operating Officer of Okta, Inc. (OKTA), reported multiple transactions dated 10/01/2025. He acquired 2,410 Class A shares through option exercise and a related conversion of Class B shares, showing a $8.97 option exercise price for one grant and a zero-dollar conversion for the Class B shares. On the same date, he sold a total of 2,410 Class A shares under a Rule 10b5-1 trading plan adopted April 15, 2025 — 1,610 shares at a weighted average price of $91.4495 and 800 shares at a weighted average price of $92.2925. After these transactions, the filing shows beneficial ownership of 9,174 Class A shares. The filing notes that certain options were fully vested and exercisable.

Positive

• Options fully vested for the reported grants, allowing orderly exercise and disposition
• Sales executed under a Rule 10b5-1 plan (adopted April 15, 2025), indicating pre-planned transactions

Negative

• Total disposition of 2,410 Class A shares on 10/01/2025, reducing holdings to 9,174 shares
• Sales at weighted average prices ~ $91.45 and $92.29 realize significant insider proceeds which reduce insider stake

Insights

Insider Trading / Corporate Governance Analyst

TL;DR: Insider exercised low-strike options and sold the same number of shares under a 10b5-1 plan, ending with 9,174 shares.

The filing shows the Reporting Person exercised options with a $8.97 strike and converted Class B shares into Class A shares, acquiring 2,410 shares. Footnote disclosure confirms those options are fully vested and exercisable, which is an explicit alignment detail.

The same date records dispositions of 2,410 Class A shares in multiple transactions under a Rule 10b5-1 plan at weighted average prices of $91.4495 and $92.2925. Because the sales were made pursuant to a pre-established plan (adopted April 15, 2025), the filing documents an orderly disposition rather than ad hoc selling.

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).

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 CA 94105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Okta, Inc. [ OKTA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	10/01/2025		C(1)		2,410	A	$0	11,584	D
Class A Common Stock	10/01/2025		S(2)		1,610	D	$91.4495(3)	9,974	D
Class A Common Stock	10/01/2025		S(2)		800	D	$92.2925(4)	9,174	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
Employee Stock Option (Right to Buy)	$8.97	10/01/2025		M			2,410	(5)	10/23/2026	Class B Common Stock	2,410	$0	4,818	D
Class B Common Stock	(1)	10/01/2025		M		2,410		(1)	(1)	Class A Common Stock	2,410	$0	2,410	D
Class B Common Stock	(1)	10/01/2025		C(1)			2,410	(1)	(1)	Class A Common Stock	2,410	$0	0	D
Employee Stock Option (Right to Buy)	$211.86							(5)	09/21/2030	Class A Common Stock	2,955		2,955	D
Employee Stock Option (Right to Buy)	$274.96							(5)	04/21/2031	Class A Common Stock	6,792		6,792	D
Employee Stock Option (Right to Buy)	$255.38							(5)	09/22/2031	Class A Common Stock	12,587		12,587	D
Restricted Stock Units	(6)							(7)	(7)	Class A Common Stock	2,375		2,375	D
Restricted Stock Units	(6)							(8)	(8)	Class A Common Stock	19,905		19,905	D
Restricted Stock Units	(6)							(9)	(9)	Class A Common Stock	29,050		29,050	D
Restricted Stock Units	(6)							(10)	(10)	Class A Common Stock	52,799		52,799	D

Explanation of Responses:

1. 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.

2. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 15, 2025.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.99 to $91.75 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.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.06 to $92.68 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 shares subject to the option are fully vested and exercisable by the Reporting Person.

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

7. 6.25% of the shares underlying the RSU vested on June 15, 2022, and the remaining shares underlying the RSU shall vest in 15 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.

8. 8.33% of the shares underlying the RSU vested on June 15, 2023, 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, 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.

10. 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.

Remarks:

President and Chief Operating Officer

	/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person	10/03/2025
	** 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.

FAQ

What did Okta insider Eric Kelleher report on Form 4 (OKTA)?

He reported acquisitions and sales dated 10/01/2025: acquired 2,410 shares via option exercise/conversion and sold 2,410 shares under a Rule 10b5-1 plan.

How many shares did the insider sell and at what prices?

The insider sold 1,610 shares at a weighted average of $91.4495 and 800 shares at a weighted average of $92.2925.

Were the optioned shares vested when exercised?

Yes. The filing explicitly states the shares subject to the option are fully vested and exercisable.

Was the selling done under an automatic trading plan?

Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on April 15, 2025.

What is the Reporting Person's beneficial ownership after the transactions?

The filing shows beneficial ownership of 9,174 Class A shares following the reported transactions.

What options and derivative holdings are disclosed?

The filing lists multiple employee stock options and RSUs, including options with strikes of $8.97, $211.86, $274.96, and $255.38, and numerous RSUs with specified vesting schedules.