Todd McKinnon - 22 Dec 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
22 Dec 2025
Transactions value $
-$1,026,576
Form type
4
Filing time
23 Dec 2025, 17:09:28 UTC
Previous filing
24 Sep 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
McKinnon Todd Chief Executive Officer, Director 100 FIRST ST, SUITE 600, SAN FRANCISCO /s/ Larissa Schwartz, attorney-in-fact of the Reporting Person 23 Dec 2025 0001700626

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OKTA Class A Common Stock Sale -$311,002 -3,445 -30.52% $90.28 7,841 22 Dec 2025 Direct F1, F2
transaction OKTA Class A Common Stock Sale -$618,447 -6,782 -86.49% $91.19 1,059 22 Dec 2025 Direct F1, F3
transaction OKTA Class A Common Stock Sale -$97,126 -1,059 -100% $91.72 0 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 Class B Common Stock 6,383,887 22 Dec 2025 Class A Common Stock 6,383,887 By Trust F5
holding OKTA Class B Common Stock 128,247 22 Dec 2025 Class A Common Stock 128,247 By Trust F5
holding OKTA Restricted Stock Units 10,506 22 Dec 2025 Class A Common Stock 10,506 Direct F6, F7
holding OKTA Restricted Stock Units 25,177 22 Dec 2025 Class A Common Stock 25,177 Direct F6, F8
holding OKTA Restricted Stock Units 66,527 22 Dec 2025 Class A Common Stock 66,527 Direct F6, F9
holding OKTA Employee Stock Option (Right to Buy) 32,251 22 Dec 2025 Class A Common Stock 32,251 $82.16 Direct F10
holding OKTA Employee Stock Option (Right to Buy) 48,372 22 Dec 2025 Class A Common Stock 48,372 $142.47 Direct F10
holding OKTA Employee Stock Option (Right to Buy) 63,667 22 Dec 2025 Class A Common Stock 63,667 $274.96 Direct F10
holding OKTA Employee Stock Option (Right to Buy) 127,334 22 Dec 2025 Class A Common Stock 127,334 $274.96 Direct 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 $89.63 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.