[144] Okta, Inc. SEC Filing

Rhea-AI Filing Summary

Okta, Inc. reported a proposed sale under Rule 144 of 31,968 shares of its Class A common stock, with an aggregate market value of $2,984,852.16, to be sold on 09/22/2025 on Nasdaq. The shares to be sold were acquired via equity compensation: 11,286 shares vested as RSUs on 09/15/2025 and 20,682 shares vested as PSUs on 03/15/2025, both noted as compensation from the issuer.

The filer reports no securities sold by the same person in the past three months. The form includes the broker name and address (J.P. Morgan Securities LLC, 390 Madison Avenue, New York) and discloses that the seller represents they have no undisclosed material adverse information. Specific filer identity and CIK are not provided in the content.

Positive

• Transparent compliance with Rule 144 reporting requirements, including broker and transaction details
• No prior sales in the past three months by the same person, indicating limited recent insider disposition activity

Negative

• Insider sale of 31,968 shares valued at $2,984,852.16, which could be perceived negatively by some investors

Insights

Securities Analyst

TL;DR: A routine insider sale notice for 31,968 Class A shares acquired through RSU/PSU vesting, to be executed via J.P. Morgan on Nasdaq.

This Rule 144 notice documents a standard proposed sale by a person who received equity as compensation. The transaction size (31,968 shares, ~$2.99M market value) is modest relative to many issuers and arises from recent vesting events on 03/15/2025 and 09/15/2025. The absence of any reported sales in the prior three months suggests this is not part of frequent trading by this account. Because the filing states the sale will occur under Rule 144 and includes broker details, it appears procedural and compliant with resale reporting requirements.

Corporate Governance Expert

TL;DR: The filing is a compliance disclosure for insider compensation-related shares; not indicative of corporate governance changes.

The notice indicates shares were acquired as compensation (RSUs and PSUs) and are being reported for sale pursuant to Rule 144. The document includes the required attestation regarding material non-public information. No leadership changes, related-party transactions, or governance actions are disclosed. From a governance perspective, this is a routine reporting event tied to employee/executive equity vesting rather than a governance signal.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A Common Stock	J.P. Morgan Securities LLC 390 Madison Avenue 6th Floor New York NY 10017	31968	2984852.16	168459019	09/22/2025	Nasdaq

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A Common Stock	09/15/2025	RSU Vesting	Issuer			11286	09/15/2025	Compensation
Class A Common Stock	03/15/2025	PSU Vesting	Issuer			20682	03/15/2025	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does Okta's Form 144 disclose about the proposed sale?

The form discloses a proposed sale of 31,968 Class A shares valued at $2,984,852.16, to be sold on 09/22/2025 on Nasdaq via J.P. Morgan Securities LLC.

How were the shares being sold acquired according to the Form 144?

The shares were acquired as compensation: 20,682 shares from PSU vesting on 03/15/2025 and 11,286 shares from RSU vesting on 09/15/2025.

Did the filer report any securities sold in the past three months?

No. The filing states "Nothing to Report" for securities sold during the past three months by the person for whose account the securities are to be sold.

Which broker will handle the proposed sale in Okta's Form 144?

The broker listed is J.P. Morgan Securities LLC, located at 390 Madison Avenue, 6th Floor, New York, NY 10017.

Does the Form 144 indicate any undisclosed material information about Okta?

The signer represents that they do not know of any material adverse information about the issuer that has not been publicly disclosed, per the notice language.