SEC Form 4 · accession 0002053652-26-000008
Okta, Inc. · OKTA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eric Robert Kelleher
Officer — See Remarks
Period of report
Sep 11, 2026
Accepted (ET)
Sep 15, 2026 · 5:01 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 11, 2026 | S | 2,549 | $168.5534 | D | 17,069 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4 | — | holding | — | — | — | — | — | Class A Common Stock | 14,525 | 14,525 | D |
| Restricted Stock UnitsF3,F5 | — | holding | — | — | — | — | — | Class A Common Stock | 36,959 | 36,959 | D |
| Restricted Stock UnitsF3,F6 | — | holding | — | — | — | — | — | Class A Common Stock | 67,743 | 67,743 | D |
| Employee Stock Option (Right to Buy)F7 | $211.86 | holding | — | — | — | — | Sep 21, 2030 | Class A Common Stock | 2,955 | 2,955 | D |
| Employee Stock Option (Right to Buy)F7 | $274.96 | holding | — | — | — | — | Apr 21, 2031 | Class A Common Stock | 6,792 | 6,792 | D |
| Employee Stock Option (Right to Buy)F7 | $255.38 | holding | — | — | — | — | Sep 22, 2031 | Class A Common Stock | 12,587 | 12,587 | D |
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 12, 2026.
- F2The 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.
- F3Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
- F48.33% 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.
- F58.33% 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.
- F68.33% 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.
- F7The 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