SEC Form 4 · accession 0001700626-26-000006
Okta, Inc. · OKTA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Todd McKinnon
Officer — Chief Executive Officer · Director
Period of report
Jul 8, 2026
Accepted (ET)
Jul 10, 2026 · 5:00 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001660134
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2 | Jul 8, 2026 | S | 12,695 | $145.629 | D | 94,725 | D | |
| Class A Common StockF3 | Jul 8, 2026 | S | 29,502 | $146.3878 | D | 65,223 | D | |
| Class A Common StockF4 | Jul 8, 2026 | S | 25,034 | $147.3023 | D | 40,189 | D | |
| Class A Common StockF5 | Jul 8, 2026 | S | 1,705 | $148.1604 | D | 38,484 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF6 | — | holding | — | — | — | — | — | Class A Common Stock | 6,383,887 | 6,383,887 | I |
| Class B Common StockF6 | — | holding | — | — | — | — | — | Class A Common Stock | 128,247 | 128,247 | I |
| Restricted Stock UnitsF7,F8 | — | holding | — | — | — | — | — | Class A Common Stock | 15,106 | 15,106 | D |
| Restricted Stock UnitsF7,F9 | — | holding | — | — | — | — | — | Class A Common Stock | 51,743 | 51,743 | D |
| Restricted Stock UnitsF7,F10 | — | holding | — | — | — | — | — | Class A Common Stock | 94,841 | 94,841 | D |
| Employee Stock Option (Right to Buy)F11 | $82.16 | holding | — | — | — | — | Mar 24, 2029 | Class A Common Stock | 32,251 | 32,251 | D |
| Employee Stock Option (Right to Buy)F11 | $142.47 | holding | — | — | — | — | Apr 14, 2030 | Class A Common Stock | 48,372 | 48,372 | D |
| Employee Stock Option (Right to Buy)F11 | $274.96 | holding | — | — | — | — | Apr 21, 2031 | Class A Common Stock | 63,667 | 63,667 | D |
| Employee Stock Option (Right to Buy)F11 | $274.96 | holding | — | — | — | — | Apr 21, 2031 | Class A Common Stock | 127,334 | 127,334 | D |
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 8, 2026.
- F108.33% 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.
- F11The shares subject to the option are fully vested and exercisable by the Reporting Person.
- F2The 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.
- F3The 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.
- F4The 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.
- F5The 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.
- F6Each 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.
- F7Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
- F88.33% 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.
- F98.33% 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.