Form 4: Okta CEO Sells Shares Under Pre-Arranged 10b5-1 Plan
Insider Transaction Report
Okta CEO Todd McKinnon sold a total of 11,263 shares of Class A Common Stock on March 23, 2026, through a pre-arranged Rule 10b5-1 trading plan.
Summary
- Todd McKinnon, Chief Executive Officer of Okta, Inc., sold a total of 11,263 shares of Class A Common Stock on March 23, 2026.
- These sales were executed pursuant to a Rule 10b5-1 trading plan adopted by McKinnon on April 15, 2025.
- The shares were sold in four separate transactions at weighted average prices ranging from $78.7899 to $81.6049 per share.
- Following these transactions, McKinnon directly beneficially owns 97,083 shares of Class A Common Stock.
- McKinnon also indirectly holds 6,512,134 shares of Class B Common Stock through a trust, which are convertible into Class A Common Stock.
- Additionally, McKinnon holds 182,738 Restricted Stock Units (RSUs) with various vesting schedules and 271,624 fully vested employee stock options.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral event. The sales were pre-scheduled under a 10b5-1 plan, which typically indicates a planned financial management strategy rather than a reaction to new company-specific information.
Positives
- The sales were conducted under a Rule 10b5-1 trading plan, indicating pre-scheduled transactions and reducing concerns about opportunistic insider selling based on non-public information.
Negatives
- CEO Todd McKinnon reduced his direct beneficial ownership of Class A Common Stock by 11,263 shares.
Future Outlook
This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.
Industry Context
StockSavvy.ai notes that insider sales executed under Rule 10b5-1 plans are a common practice for executives to manage personal finances, diversify portfolios, and provide liquidity. These plans are often pre-scheduled well in advance to avoid accusations of trading on material non-public information. Such transactions are generally viewed as routine and less indicative of management's immediate sentiment about the company's prospects compared to unscheduled sales.
Stakeholder Impact
- Shareholders: The sale reduces the CEO's direct equity stake, but the pre-arranged nature of the 10b5-1 plan mitigates concerns about negative sentiment or opportunistic trading.
Next Steps
- Continued vesting of Restricted Stock Units according to their respective schedules.
- Potential future exercise of fully vested employee stock options.
Key Dates
| Date | Description |
|---|---|
| 06/15/2024 | Vesting date for 8.33% of 20,141 Restricted Stock Units, with remaining shares vesting in 11 equal quarterly installments thereafter. |
| 04/15/2025 | Date Rule 10b5-1 trading plan was adopted by the Reporting Person. |
| 06/15/2025 | Vesting date for 8.33% of 59,135 Restricted Stock Units, with remaining shares vesting in 11 equal quarterly installments thereafter. |
| 03/23/2026 | Date of Class A Common Stock sales transactions. |
| 03/25/2026 | Signature date of the filing by attorney-in-fact. |
| 06/15/2026 | Vesting date for 8.33% of 103,462 Restricted Stock Units, with remaining shares vesting in 11 equal quarterly installments thereafter. |
| 03/24/2029 | Expiration date for employee stock option to buy 32,251 shares of Class A Common Stock at $82.16. |
| 04/14/2030 | Expiration date for employee stock option to buy 48,372 shares of Class A Common Stock at $142.47. |
| 04/21/2031 | Expiration date for employee stock option to buy 63,667 shares of Class A Common Stock at $274.96. |
| 04/21/2031 | Expiration date for employee stock option to buy 127,334 shares of Class A Common Stock at $274.96. |
Recommendation
holdThe reported transactions are routine sales by the CEO under a pre-established Rule 10b5-1 trading plan. These planned sales are typically for personal financial management and diversification and do not usually signal a change in the company's fundamental outlook or warrant a shift in investment strategy.
Keywords
Okta, OKTA, insider trading, Form 4, stock sale, CEO, Todd McKinnon, 10b5-1 plan, equity transaction
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