[144] Okta, Inc. SEC Filing

Rhea-AI Filing Summary

Okta, Inc. (OKTA) Form 144 notice records a proposed sale of 8,522 common shares with an aggregate market value of $766,980.00, to be executed through Morgan Stanley Smith Barney on or about 09/18/2025. The shares were reported as acquired as Restricted Stock Units on 09/15/2025 and payment/settlement is shown as 09/15/2025. The filing also discloses a prior sale by the same account: a 10b5-1 plan sale of 16,018 shares on 07/15/2025 that generated gross proceeds of $1,470,594.00. The broker listed is Morgan Stanley Smith Barney LLC and the planned exchange is NASDAQ. The form includes the standard signature representation that the seller does not possess undisclosed material information.

Positive

• Transparent disclosure of proposed sale details including broker, share count, aggregate value, and sale date
• Prior 10b5-1 sale disclosed (16,018 shares on 07/15/2025 for $1,470,594), indicating use of structured trading procedures

Negative

• Insider sale activity: proposed sale of 8,522 shares and a prior sale of 16,018 shares may reduce insider holdings
• Limited issuer context: form does not include detailed information about the seller’s identity or percentage ownership within this notice

Insights

Securities Analyst

TL;DR: Routine insider liquidity actions disclosed; amounts are modest relative to large-cap norms.

The filing documents an insider-account sale of 8,522 common shares valued at $766,980 scheduled for 09/18/2025 and notes a prior 10b5-1 sale of 16,018 shares on 07/15/2025 yielding $1,470,594. The shares to be sold were acquired as RSUs on 09/15/2025. From a securities-transaction perspective, these are straightforward disclosures: use of a broker and an explicit 10b5-1 sale history improve transparency. There is no information in the form about total insider holdings, percent ownership, or relation of these amounts to outstanding shares beyond the single outstanding shares figure reported (168,459,019), so assessment of dilution or materiality versus company market cap requires external data not provided here.

Corporate Governance Expert

TL;DR: Filing meets Rule 144 disclosure elements; includes representation about material nonpublic information.

The notice provides the required Rule 144 details: class of securities, broker, quantity, aggregate market value, acquisition date and nature (Restricted Stock Units), and approximate sale date. It also records a recent 10b5-1-plan sale by the same account, which documents prior adherence to an established trading arrangement. The presence of the standard certification about lacking undisclosed material information is appropriate. The form does not include the signer’s explicit identity or relationship text in the issuer section, so some contextual governance details are absent from this document alone.

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

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
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	8522	766980.00	168459019	09/18/2025	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 *
Common	09/15/2025	Restricted Stock Units	Issuer			8522	09/15/2025	N/A

* 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

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
10b5-1 Sales for ERIC KELLEHER 100 First Street, Suite 600 San Francisco CA 94105	Common	07/15/2025	16018	1470594.00

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 the OKTA Form 144 report show?

The form shows a proposed sale of 8,522 common shares through Morgan Stanley Smith Barney with an aggregate market value of $766,980.00, scheduled for 09/18/2025.

How were the shares acquired that are being sold according to the filing?

The shares were acquired as Restricted Stock Units on 09/15/2025 and the filing lists the acquisition date and settlement as 09/15/2025.

Does the filing show any prior sales by the same account for OKTA?

Yes. It reports a 10b5-1 sale of 16,018 shares on 07/15/2025 that generated gross proceeds of $1,470,594.00.

Which broker and exchange are listed on the OKTA Form 144?

The broker is listed as Morgan Stanley Smith Barney LLC and the exchange noted is NASDAQ.

Does the filer represent possession of any undisclosed material information?

By signing the notice, the person represents they do not know any material adverse information about the issuer that has not been publicly disclosed.