[144] Okta, Inc. SEC Filing

Rhea-AI Filing Summary

Okta, Inc. (NYSE: OKTA) filed a Form 144 disclosing an intended sale of 12,000 common shares by insider Jonathan James Addison. The shares have an aggregate market value of approximately $1.10 million based on the price at the time of filing, and will be executed through Morgan Stanley Smith Barney LLC on or about 15 July 2025. The shares represent roughly 0.007 % of the 167.16 million shares outstanding, indicating a small, non-dilutive transaction.

The filing also reports that Addison, under a Rule 10b5-1 trading plan, sold 6,027 shares on 14 July 2025 for $554,523.18. The securities to be sold were acquired as restricted stock units (RSUs) on 15 Dec 2023. No details were provided about any material consideration other than the equity award itself.

Form 144s are advance notices and do not guarantee that the sale will occur, but they do signal insider intent. Given the modest size relative to Okta’s float and the existence of a pre-arranged 10b5-1 plan, the market impact is expected to be limited. Investors commonly monitor such filings for sentiment cues; however, the data here suggest an orderly diversification rather than a strategic shift.

Positive

• Use of a Rule 10b5-1 plan indicates adherence to best-practice governance and reduces risk of trading on non-public information.

Negative

• Insider intent to sell shares can be perceived as a mild negative signal, even though the transaction is small relative to float.

Insights

Securities Analyst

TL;DR: Small 10b5-1 insider sale (~$1.1 M, 0.007 % float); neutral signal given size and pre-planned nature.

The proposed sale of 12,000 shares by Jonathan James Addison is immaterial to Okta’s capital structure. Execution via a Rule 10b5-1 plan lowers the probability that the trade is information-driven. Coupled with similar small sales the previous day, this appears to be routine liquidity or tax-planning activity. I view the filing as non-impactful to valuation or near-term price action.

Corporate Governance Expert

TL;DR: Insider diversification under 10b5-1—governance-friendly but modestly negative optics.

Form 144 provides transparency around insider transactions. The use of an established broker and the 10b5-1 plan align with good governance practices, reducing litigation and perception risks. That said, any insider selling can raise eyebrows; investors may question confidence levels, albeit the fractional stake (<0.01 %) tempers concern. Overall impact: neutral-to-slightly negative sentiment, but not material.

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	12000	1103640.00	167163429	07/15/2025	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	12/15/2023	Restricted Stock Units	Issuer			12000	12/15/2023	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 JONATHAN JAMES ADDISON 100 First Street, Suite 600 San Francisco CA 94105	Common	07/14/2025	6027	554523.18

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

How many Okta (OKTA) shares are being sold according to the Form 144?

12,000 common shares are slated for sale.

What is the dollar value of the proposed insider sale?

The filing lists an aggregate market value of approximately $1.10 million.

Who is the seller identified in Okta’s Form 144 filing?

The seller is Jonathan James Addison, an insider of Okta.

When is the anticipated sale date for the Okta shares?

The filing specifies an approximate sale date of 15 July 2025.

What percentage of Okta’s outstanding shares does the 12,000-share sale represent?

Roughly 0.007 % of the 167.16 million shares outstanding.

Was a 10b5-1 trading plan used for this transaction?

Yes. The filing notes reliance on a Rule 10b5-1 trading plan.