Eric Robert Kelleher - 18 Dec 2025 Form 4 Insider Report for Okta, Inc. (OKTA)

Role
President and Chief Operating Officer
Signature
/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person
Issuer symbol
OKTA
Transactions as of
18 Dec 2025
Net transactions value
-$766,459
Form type
4
Filing time
22 Dec 2025, 18:22:07 UTC
Previous filing
17 Dec 2025
Next filing
06 Jan 2026
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Kelleher Eric Robert President and Chief Operating Officer 100 FIRST STREET, SUITE 600, SAN FRANCISCO /s/ Larissa Schwartz, attorney-in-fact of the Reporting Person 22 Dec 2025 0002053652

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OKTA Class A Common Stock Sale $514,025 -5,711 -29% $90.01 13,925 18 Dec 2025 Direct F1, F2
transaction OKTA Class A Common Stock Sale $240,827 -2,659 -19% $90.57 11,266 18 Dec 2025 Direct F1, F3
transaction OKTA Class A Common Stock Sale $11,608 -127 -1.1% $91.40 11,266 22 Dec 2025 Direct F1, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding OKTA Employee Stock Option (Right to Buy) 4,818 18 Dec 2025 Class B Common Stock 4,818 $8.97 Direct F5
holding OKTA Employee Stock Option (Right to Buy) 2,955 18 Dec 2025 Class A Common Stock 2,955 $211.86 Direct F5
holding OKTA Employee Stock Option (Right to Buy) 6,792 18 Dec 2025 Class A Common Stock 6,792 $274.96 Direct F5
holding OKTA Employee Stock Option (Right to Buy) 12,587 18 Dec 2025 Class A Common Stock 12,587 $255.38 Direct F5
holding OKTA Restricted Stock Units 1,188 18 Dec 2025 Class A Common Stock 1,188 Direct F6, F7
holding OKTA Restricted Stock Units 9,953 18 Dec 2025 Class A Common Stock 9,953 Direct F6, F8
holding OKTA Restricted Stock Units 24,209 18 Dec 2025 Class A Common Stock 24,209 Direct F6, F9
holding OKTA Restricted Stock Units 47,519 18 Dec 2025 Class A Common Stock 47,519 Direct F6, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 15, 2025.
F2 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.38 to $90.375 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.
F3 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.38 to $90.78 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.
F4 Includes 127 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan.
F5 The shares subject to the option are fully vested and exercisable by the Reporting Person.
F6 Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
F7 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.
F8 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.
F9 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.
F10 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