OKTA Form 4: COO Exercised Options and Sold 2,410 Shares
Rhea-AI Filing Summary
Eric R. Kelleher, President and Chief Operating Officer of Okta, Inc. (OKTA), reported multiple transactions dated 10/01/2025. He acquired 2,410 Class A shares through option exercise and a related conversion of Class B shares, showing a $8.97 option exercise price for one grant and a zero-dollar conversion for the Class B shares. On the same date, he sold a total of 2,410 Class A shares under a Rule 10b5-1 trading plan adopted April 15, 2025 — 1,610 shares at a weighted average price of $91.4495 and 800 shares at a weighted average price of $92.2925. After these transactions, the filing shows beneficial ownership of 9,174 Class A shares. The filing notes that certain options were fully vested and exercisable.
Positive
- Options fully vested for the reported grants, allowing orderly exercise and disposition
- Sales executed under a Rule 10b5-1 plan (adopted April 15, 2025), indicating pre-planned transactions
Negative
- Total disposition of 2,410 Class A shares on 10/01/2025, reducing holdings to 9,174 shares
- Sales at weighted average prices ~ $91.45 and $92.29 realize significant insider proceeds which reduce insider stake
Insights
TL;DR: Insider exercised low-strike options and sold the same number of shares under a 10b5-1 plan, ending with 9,174 shares.
The filing shows the Reporting Person exercised options with a $8.97 strike and converted Class B shares into Class A shares, acquiring 2,410 shares. Footnote disclosure confirms those options are fully vested and exercisable, which is an explicit alignment detail.
The same date records dispositions of 2,410 Class A shares in multiple transactions under a Rule 10b5-1 plan at weighted average prices of $91.4495 and $92.2925. Because the sales were made pursuant to a pre-established plan (adopted April 15, 2025), the filing documents an orderly disposition rather than ad hoc selling.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Employee Stock Option (Right to Buy) | 2,410 | $0.00 | -- |
| Exercise | Class B Common Stock | 2,410 | $0.00 | -- |
| Conversion | Class B Common Stock | 2,410 | $0.00 | -- |
| Conversion | Class A Common Stock | 2,410 | $0.00 | -- |
| Sale | Class A Common Stock | 1,610 | $91.4495 | $147K |
| Sale | Class A Common Stock | 800 | $92.2925 | $74K |
| holding | Employee Stock Option (Right to Buy) | -- | -- | -- |
| holding | Employee Stock Option (Right to Buy) | -- | -- | -- |
| holding | Employee Stock Option (Right to Buy) | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
Footnotes (1)
- 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. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 15, 2025. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.99 to $91.75 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.06 to $92.68 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. The shares subject to the option are fully vested and exercisable by the Reporting Person. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock. 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. 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. 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. 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.
FAQ
What did Okta insider Eric Kelleher report on Form 4 (OKTA)?
Was the selling done under an automatic trading plan?
What is the Reporting Person's beneficial ownership after the transactions?
What options and derivative holdings are disclosed?
