SEC Form 4 · accession 0002053652-26-000010
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 18, 2026
Accepted (ET)
Sep 22, 2026 · 4:53 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 18, 2026 | S | 1,495 | $182.2338 | D | 23,568 | D | |
| Class A Common StockF3 | Sep 18, 2026 | S | 3,244 | $183.3684 | D | 20,324 | D | |
| Class A Common StockF4 | Sep 18, 2026 | S | 956 | $184.2617 | D | 19,368 | D | |
| Class A Common StockF5 | Sep 18, 2026 | S | 300 | $185.6467 | D | 19,068 | D | |
| Class A Common StockF6 | Sep 18, 2026 | S | 300 | $186.6967 | D | 18,768 | D | |
| Class A Common Stock | Sep 18, 2026 | S | 100 | $188.56 | D | 18,668 | 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 UnitsF7,F8 | — | holding | — | — | — | — | — | Class A Common Stock | 9,684 | 9,684 | D |
| Restricted Stock UnitsF7,F9 | — | holding | — | — | — | — | — | Class A Common Stock | 31,679 | 31,679 | D |
| Restricted Stock UnitsF7,F10 | — | holding | — | — | — | — | — | Class A Common Stock | 61,585 | 61,585 | D |
| Employee Stock Option (Right to Buy)F11 | $211.86 | holding | — | — | — | — | Sep 21, 2030 | Class A Common Stock | 2,955 | 2,955 | D |
| Employee Stock Option (Right to Buy)F11 | $274.96 | holding | — | — | — | — | Apr 21, 2031 | Class A Common Stock | 6,792 | 6,792 | D |
| Employee Stock Option (Right to Buy)F11 | $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.
- 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 $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.
- F3The 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.
- F4The 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.
- F5The 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.
- F6The 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.
- 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.
Remarks
President and Chief Operating Officer