Form 4: Okta COO Exercises Options, Sells Shares Under 10b5-1 Plan

Okta's President and COO, Eric Robert Kelleher, executed a series of transactions on January 2, 2026, involving the exercise of stock options and subsequent sale of Class A Common Stock under a pre-arranged 10b5-1 trading plan.

Summary

• Eric Robert Kelleher, President and Chief Operating Officer of Okta, Inc., reported transactions on January 2, 2026.
• Kelleher converted 2,409 shares of Class B Common Stock into Class A Common Stock at a price of $0 per share.
• Following the conversion, Kelleher sold a total of 2,409 shares of Class A Common Stock in multiple transactions.
• The sales were executed at weighted average prices of $83.9819 (1,709 shares), $84.63 (400 shares), and $86.4967 (300 shares).
• These transactions were conducted pursuant to a Rule 10b5-1 trading plan adopted on April 15, 2025.
• After these transactions, Kelleher beneficially owns 11,266 shares of Class A Common Stock directly.
• Kelleher also holds various employee stock options and Restricted Stock Units (RSUs) with different vesting schedules and exercise prices.

Sentiment

Score: 5

Explanation: The filing reports a routine insider transaction involving the exercise of stock options and subsequent sale of shares under a pre-arranged 10b5-1 trading plan, which is a neutral event for company performance and does not indicate a significant positive or negative shift.

Positives

• The transactions were executed under a Rule 10b5-1 trading plan, indicating pre-planned sales for diversification or liquidity rather than opportunistic selling based on new, non-public information.
• The exercise of stock options suggests that the options were in-the-money, allowing the executive to realize value from their compensation.

Negatives

• Insider selling, even when pre-planned, can sometimes be perceived negatively by some investors, potentially signaling a lack of confidence or a desire to reduce exposure to the company's stock.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• The transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 15, 2025.

Industry Context

This is a routine insider transaction common across publicly traded companies, reflecting executive compensation practices and personal financial planning. Such transactions, especially when conducted under a 10b5-1 plan, are standard mechanisms for executives to manage their equity holdings and liquidity.

Comparison to Industry Standards

• The use of a Rule 10b5-1 trading plan for executive stock sales is a widely adopted best practice in corporate governance, aligning with industry standards for transparency and mitigating concerns about insider trading based on material non-public information.
• The exercise of stock options and subsequent sale of shares is a common component of executive compensation packages across the technology sector and other industries, allowing executives to realize value from their long-term incentives.

Stakeholder Impact

• Shareholders may note the reduction in the executive's direct Class A Common Stock holdings, though the transaction was pre-planned.
• The executive's overall beneficial ownership, including remaining options and RSUs, still represents a significant stake in the company.

Next Steps

• Remaining Restricted Stock Units will continue to vest in quarterly installments, subject to the Reporting Person's continuous employment with Okta.

Key Dates

Recommendation

This Form 4 reports a routine insider transaction where an executive exercised options and sold shares under a pre-arranged 10b5-1 plan. Such transactions are common for executive compensation and personal financial planning and do not typically indicate a change in the company's fundamental outlook or warrant a shift from a 'hold' recommendation.

Keywords

Okta, OKTA, Insider Trading, Form 4, Stock Sale, Stock Option Exercise, 10b5-1 Plan, Executive Compensation, Class A Common Stock, Class B Common Stock, Restricted Stock Units