Eric Robert Kelleher - Mar 15, 2025 Form 4 Insider Report for Okta, Inc. (OKTA)

Signature
/s/ Alan Smith, attorney-in-fact of the Reporting Person
Stock symbol
OKTA
Transactions as of
Mar 15, 2025
Transactions value $
-$670,556
Form type
4
Date filed
3/18/2025, 05:52 PM
Previous filing
Feb 10, 2025
Next filing
Apr 1, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OKTA Class A Common Stock Options Exercise $0 +180 +2.42% $0.00 7.63K Mar 15, 2025 Direct
transaction OKTA Class A Common Stock Tax liability $0 -98 -1.29% $0.00 7.53K Mar 15, 2025 Direct
transaction OKTA Class A Common Stock Options Exercise $0 +385 +5.11% $0.00 7.91K Mar 15, 2025 Direct
transaction OKTA Class A Common Stock Tax liability $0 -209 -2.64% $0.00 7.7K Mar 15, 2025 Direct
transaction OKTA Class A Common Stock Options Exercise $0 +1.19K +15.42% $0.00 8.89K Mar 15, 2025 Direct
transaction OKTA Class A Common Stock Tax liability $0 -592 -6.66% $0.00 8.3K Mar 15, 2025 Direct
transaction OKTA Class A Common Stock Options Exercise $0 +9.95K +119.92% $0.00 18.3K Mar 15, 2025 Direct
transaction OKTA Class A Common Stock Tax liability $0 -4.91K -26.91% $0.00 13.3K Mar 15, 2025 Direct
transaction OKTA Class A Common Stock Options Exercise $0 +4.84K +36.29% $0.00 18.2K Mar 15, 2025 Direct
transaction OKTA Class A Common Stock Tax liability $0 -2.46K -13.52% $0.00 15.7K Mar 15, 2025 Direct
transaction OKTA Class A Common Stock Sale -$287K -2.53K -16.1% $113.33 13.2K Mar 17, 2025 Direct F1, F2
transaction OKTA Class A Common Stock Sale -$384K -3.36K -25.5% $114.06 9.83K Mar 17, 2025 Direct F1, F3

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
transaction OKTA Restricted Stock Units Options Exercise $0 -180 -100% $0.00 0 Mar 15, 2025 Class A Common Stock 180 Direct F4, F5
transaction OKTA Restricted Stock Units Options Exercise $0 -385 -33.33% $0.00 770 Mar 15, 2025 Class A Common Stock 385 Direct F4, F6
transaction OKTA Restricted Stock Units Options Exercise $0 -1.19K -20.01% $0.00 4.75K Mar 15, 2025 Class A Common Stock 1.19K Direct F4, F7
transaction OKTA Restricted Stock Units Options Exercise $0 -9.95K -20% $0.00 39.8K Mar 15, 2025 Class A Common Stock 9.95K Direct F4, F8
transaction OKTA Restricted Stock Units Options Exercise $0 -4.84K -11.11% $0.00 38.7K Mar 15, 2025 Class A Common Stock 4.84K Direct F4, F9
holding OKTA Employee Stock Option (Right to Buy) 9.64K Mar 15, 2025 Class B Common Stock 9.64K $8.97 Direct F10
holding OKTA Employee Stock Option (Right to Buy) 2.96K Mar 15, 2025 Class A Common Stock 2.96K $211.86 Direct F10
holding OKTA Employee Stock Option (Right to Buy) 6.79K Mar 15, 2025 Class A Common Stock 6.79K $274.96 Direct F10
holding OKTA Employee Stock Option (Right to Buy) 12.6K Mar 15, 2025 Class A Common Stock 12.6K $255.38 Direct F11
* 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 March 28, 2024.
F2 The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $112.88 to $113.87 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the 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 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $113.89 to $114.31 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 Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
F5 The shares underlying the RSU fully vested on March 15, 2025.
F6 25% of the shares underlying the RSU vested on September 15, 2022, and the remaining shares underlying the RSU shall vest in 12 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.
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 The shares subject to the option are fully vested and exercisable by the Reporting Person.
F11 25% of the shares subject to the option vested on September 15, 2022, and the remaining shares subject to the option shall vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.

Remarks:

President and Chief Operating Officer