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Okta, Inc. Director's Dealing 2025

Dec 23, 2025

30365_dirs_2025-12-23_804eb0ee-f780-44d3-89b5-e8a5679bf15c.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2025-12-22

Reporting Person: McKinnon Todd (Director, Chief Executive Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2025-12-22 Class A Common Stock S 3445 $90.2764 Disposed 7841 Direct
2025-12-22 Class A Common Stock S 6782 $91.1895 Disposed 1059 Direct
2025-12-22 Class A Common Stock S 1059 $91.7157 Disposed 0 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Class B Common Stock $ Class A Common Stock (6383887) 6383887 Indirect
Class B Common Stock $ Class A Common Stock (128247) 128247 Indirect
Restricted Stock Units $ Class A Common Stock (10506) 10506 Direct
Restricted Stock Units $ Class A Common Stock (25177) 25177 Direct
Restricted Stock Units $ Class A Common Stock (66527) 66527 Direct
Employee Stock Option (Right to Buy) $82.16 2029-03-24 Class A Common Stock (32251) 32251 Direct
Employee Stock Option (Right to Buy) $142.47 2030-04-14 Class A Common Stock (48372) 48372 Direct
Employee Stock Option (Right to Buy) $274.96 2031-04-21 Class A Common Stock (63667) 63667 Direct
Employee Stock Option (Right to Buy) $274.96 2031-04-21 Class A Common Stock (127334) 127334 Direct

Footnotes

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 $89.63 to $90.62 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 $90.64 to $91.63 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.64 to $91.90 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.

F5: Each 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.

F6: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

F7: 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.

F8: 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.

F9: 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.

F10: The shares subject to the option are fully vested and exercisable by the Reporting Person.