SEC Form 4 · accession 0001700626-26-000008
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
Sep 22, 2026
Accepted (ET)
Sep 24, 2026 · 5:02 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 | Sep 22, 2026 | S | 4,793 | $189.0428 | D | 44,029 | D | |
| Class A Common StockF3 | Sep 22, 2026 | S | 6,961 | $190.0467 | D | 37,068 | D | |
| Class A Common StockF4 | Sep 22, 2026 | S | 3,970 | $190.8133 | D | 33,098 | D | |
| Class A Common StockF5 | Sep 22, 2026 | S | 5,337 | $192.0213 | D | 27,761 | D | |
| Class A Common StockF6 | Sep 22, 2026 | S | 4,558 | $192.8776 | D | 23,203 | D | |
| Class A Common StockF7 | Sep 22, 2026 | S | 2,101 | $194.2389 | D | 21,102 | D | |
| Class A Common StockF8 | Sep 22, 2026 | S | 3,194 | $195.4581 | D | 17,908 | D | |
| Class A Common StockF9 | Sep 22, 2026 | S | 9,996 | $196.2444 | D | 7,912 | D | |
| Class A Common StockF10 | Sep 22, 2026 | S | 6,065 | $197.2005 | D | 1,847 | D | |
| Class A Common StockF11 | Sep 22, 2026 | S | 1,847 | $197.7892 | D | 0 | 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 StockF12 | — | holding | — | — | — | — | — | Class A Common Stock | 6,383,887 | 6,383,887 | I |
| Class B Common StockF12 | — | holding | — | — | — | — | — | Class A Common Stock | 128,247 | 128,247 | I |
| Restricted Stock UnitsF13,F14 | — | holding | — | — | — | — | — | Class A Common Stock | 10,071 | 10,071 | D |
| Restricted Stock UnitsF13,F15 | — | holding | — | — | — | — | — | Class A Common Stock | 44,351 | 44,351 | D |
| Restricted Stock UnitsF13,F16 | — | holding | — | — | — | — | — | Class A Common Stock | 86,219 | 86,219 | D |
| Employee Stock Option (Right to Buy)F17 | $82.16 | holding | — | — | — | — | Mar 24, 2029 | Class A Common Stock | 32,251 | 32,251 | D |
| Employee Stock Option (Right to Buy)F17 | $142.47 | holding | — | — | — | — | Apr 14, 2030 | Class A Common Stock | 48,372 | 48,372 | D |
| Employee Stock Option (Right to Buy)F17 | $274.96 | holding | — | — | — | — | Apr 21, 2031 | Class A Common Stock | 63,667 | 63,667 | D |
| Employee Stock Option (Right to Buy)F17 | $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.
- F10The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $196.78 to $197.6653 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.
- F11The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $197.69 to $198.019 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.
- F12Each 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.
- F13Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
- F148.33% 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.
- F158.33% 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.
- F168.33% 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.
- F17The 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 $188.43 to $189.423 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 $189.4552 to $190.455 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 $190.4565 to $191.4564 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 $191.4686 to $192.4647 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.
- F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $192.48 to $193.45 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.
- F7The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $193.54 to $194.53 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.
- F8The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $194.75 to $195.74 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.
- F9The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $195.78 to $196.77 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.