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Okta, Inc. Director's Dealing 2025

Dec 23, 2025

30365_dirs_2025-12-22_f47d2803-ae96-4e15-a471-aecbf28155a2.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: 2025-12-18

Reporting Person: Kelleher Eric Robert (See Remarks)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2025-12-18 Class A Common Stock S 5711 $90.0061 Disposed 13925 Direct
2025-12-18 Class A Common Stock S 2659 $90.5704 Disposed 11266 Direct
2025-12-22 Class A Common Stock S 127 $91.40 Disposed 11266 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Employee Stock Option (Right to Buy) $8.97 2026-10-23 Class B Common Stock (4818) 4818 Direct
Employee Stock Option (Right to Buy) $211.86 2030-09-21 Class A Common Stock (2955) 2955 Direct
Employee Stock Option (Right to Buy) $274.96 2031-04-21 Class A Common Stock (6792) 6792 Direct
Employee Stock Option (Right to Buy) $255.38 2031-09-22 Class A Common Stock (12587) 12587 Direct
Restricted Stock Units $ Class A Common Stock (1188) 1188 Direct
Restricted Stock Units $ Class A Common Stock (9953) 9953 Direct
Restricted Stock Units $ Class A Common Stock (24209) 24209 Direct
Restricted Stock Units $ Class A Common Stock (47519) 47519 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 $89.38 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.