OKTA Form 4: Brett Tighe discloses RSU conversions and 69,046 Class B shares
Rhea-AI Filing Summary
Brett Tighe, Chief Financial Officer of Okta, Inc. (OKTA), reported multiple transactions dated 09/15/2025. The filing records a series of non-derivative and derivative security transactions involving Class A Common Stock and Restricted Stock Units (RSUs). Several RSU grants vested or were reported as acquired in amounts of 4,580, 6,297, 3,874, and 3,520 RSUs, with underlying Class A shares shown accordingly. The Form 4 also reports multiple dispositions (codes "F") and acquisitions (codes "M") of Class A shares on the same date, and discloses 69,046 shares of Class B Common Stock held indirectly by trust. Footnotes state each RSU converts to one Class A share and describe staggered vesting schedules for each RSU grant. The filing is signed by an attorney-in-fact on 09/17/2025.
Positive
- Transparent vesting disclosure: The filing specifies vesting schedules and exact RSU amounts (4,580; 6,297; 3,874; 3,520).
- Indirect ownership disclosed: 69,046 Class B shares held by trust are clearly reported as convertible to Class A shares.
Negative
- Multiple dispositions reported: The Form 4 includes several 'F' disposition entries for Class A shares on 09/15/2025, indicating reductions in direct holdings on that date.
- Price information limited: Reported acquisitions list price as $0, providing no cash proceeds or sale price context for some transactions.
Insights
TL;DR: Routine executive RSU vesting and intra-day reported acquisitions/dispositions, with substantial indirect Class B holdings.
The Form 4 documents scheduled vesting activity and related reportable transactions by Okta's CFO on 09/15/2025. Multiple RSU grants converted into rights to Class A shares in amounts explicitly listed (4,580; 6,297; 3,874; 3,520). The filing also shows matching disposition entries on the same date, suggesting planned reporting of vested awards and/or related share movements. The disclosure of 69,046 Class B shares held indirectly by trust is material to control/ownership profile since each Class B share is convertible into one Class A share by the holder. No financial amounts or sale prices are reported beyond $0 prices for the reported acquisitions, and vesting schedules are provided in footnotes.
TL;DR: Compliance-focused Form 4 showing RSU vesting cadence and indirect beneficial ownership, appearing procedural rather than unusual.
The report details the mechanics of RSU vesting with clear tranche schedules: initial partial vesting dates (June 15 of 2022–2025 per grant) followed by quarterly installments. That specificity supports transparency on executive compensation realization. The signature by an attorney-in-fact indicates the filing was executed by an authorized representative. There are no disclosures here of departures, options exercised for cash, or unusual one-off transactions that would signal governance or litigation concerns.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 4,580 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 6,297 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 3,874 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 3,520 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 4,580 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class A Common Stock | 1,834 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 6,297 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class A Common Stock | 2,478 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 3,874 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class A Common Stock | 1,525 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 3,520 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class A Common Stock | 1,386 | $0.00 | $0.00 |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (6)
- F1. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
- F2. 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.
- F3. 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.
- F4. 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.
- F5. 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.
- F6. 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.
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