Todd McKinnon - 20 Mar 2025 Form 4 Insider Report for Okta, Inc. (OKTA)

Role
Chief Executive Officer, Director
Signature
/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person
Issuer symbol
OKTA
Transactions as of
20 Mar 2025
Transactions value $
-$26,537,889
Form type
4
Filing time
24 Mar 2025, 17:03:39 UTC
Previous filing
18 Mar 2025
Next filing
01 Apr 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OKTA Class A Common Stock Conversion of derivative security $0 +224,533 +496% $0 269,840 20 Mar 2025 Direct F1
transaction OKTA Class A Common Stock Sale -$6,440,159 -57,366 -21% $112.26 212,474 20 Mar 2025 Direct F2, F3
transaction OKTA Class A Common Stock Sale -$10,378,243 -91,731 -43% $113.14 120,743 20 Mar 2025 Direct F2, F4
transaction OKTA Class A Common Stock Sale -$9,244,279 -81,050 -67% $114.06 39,693 20 Mar 2025 Direct F2, F5
transaction OKTA Class A Common Stock Sale -$475,206 -4,142 -10% $114.73 35,551 20 Mar 2025 Direct F2, F6

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 Employee Stock Option (Right to Buy) Options Exercise $0 -390,533 -86% $0 64,109 20 Mar 2025 Class B Common Stock 390,533 $8.97 Direct F7
transaction OKTA Class B Common Stock Options Exercise $0 +390,533 $0 390,533 20 Mar 2025 Class A Common Stock 390,533 Direct F1
transaction OKTA Class B Common Stock Conversion of derivative security $0 -224,533 -57% $0 166,000 20 Mar 2025 Class A Common Stock 224,533 Direct F1
transaction OKTA Class B Common Stock Gift $0 -166,000 -100% $0 0 20 Mar 2025 Class A Common Stock 166,000 Direct F1
transaction OKTA Class B Common Stock Gift $0 +166,000 +2.7% $0 6,319,778 20 Mar 2025 Class A Common Stock 166,000 By Trust F1
holding OKTA Class B Common Stock 128,247 20 Mar 2025 Class A Common Stock 128,247 By Trust F1
holding OKTA Employee Stock Option (Right to Buy) 5,438 20 Mar 2025 Class A Common Stock 5,438 $39.21 Direct F7
holding OKTA Employee Stock Option (Right to Buy) 32,251 20 Mar 2025 Class A Common Stock 32,251 $82.16 Direct F7
holding OKTA Employee Stock Option (Right to Buy) 48,372 20 Mar 2025 Class A Common Stock 48,372 $142.47 Direct F7
holding OKTA Employee Stock Option (Right to Buy) 63,667 20 Mar 2025 Class A Common Stock 63,667 $274.96 Direct F7
holding OKTA Employee Stock Option (Right to Buy) 127,334 20 Mar 2025 Class A Common Stock 127,334 $274.96 Direct F7
holding OKTA Restricted Stock Units 42,021 20 Mar 2025 Class A Common Stock 42,021 Direct F8, F9
holding OKTA Restricted Stock Units 40,282 20 Mar 2025 Class A Common Stock 40,282 Direct F8, 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 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.
F2 This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 15, 2024.
F3 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.65 to $112.645 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.
F4 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $112.65 to $113.64 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 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $113.65 to $114.63 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.
F6 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $114.65 to $114.885 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.
F7 The shares subject to the option are fully vested and exercisable by the Reporting Person.
F8 Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
F9 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.
F10 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.