[Form 4] Okta, Inc. Insider Trading Activity

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

Securities Analyst

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.

Corporate Governance Expert

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.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Tighe Brett

(Last) (First) (Middle)

100 FIRST ST, SUITE 600

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Okta, Inc. [ OKTA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/15/2025		M		4,580	A	$0	136,868	D
Class A Common Stock	09/15/2025		F		1,834	D	$0	135,034	D
Class A Common Stock	09/15/2025		M		6,297	A	$0	141,331	D
Class A Common Stock	09/15/2025		F		2,478	D	$0	138,853	D
Class A Common Stock	09/15/2025		M		3,874	A	$0	142,727	D
Class A Common Stock	09/15/2025		F		1,525	D	$0	141,202	D
Class A Common Stock	09/15/2025		M		3,520	A	$0	144,722	D
Class A Common Stock	09/15/2025		F		1,386	D	$0	143,336	D
Class A Common Stock								1,250	I	By Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	09/15/2025		M			4,580	(2)	(2)	Class A Common Stock	4,580	$0	9,161	D
Restricted Stock Units	(1)	09/15/2025		M			6,297	(3)	(3)	Class A Common Stock	6,297	$0	12,596	D
Restricted Stock Units	(1)	09/15/2025		M			3,874	(4)	(4)	Class A Common Stock	3,874	$0	23,240	D
Restricted Stock Units	(1)	09/15/2025		M			3,520	(5)	(5)	Class A Common Stock	3,520	$0	35,200	D
Class B Common Stock	(6)							(6)	(6)	Class A Common Stock	69,046		69,046	I	By Trust

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

Remarks:

	/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person	09/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Okta CFO Brett Tighe report on Form 4 (OKTA)?

The Form 4 reports multiple transactions on 09/15/2025 including acquisitions of RSUs (4,580; 6,297; 3,874; 3,520) and several Class A share dispositions.

How many Class B shares does the filing disclose for Brett Tighe?

The filing discloses 69,046 Class B Common Stock shares held indirectly by trust, convertible into Class A shares.

Do the RSUs convert to Class A shares and what are the vesting terms?

Footnotes state each RSU converts to one Class A share. Vesting schedules show an initial partial vest on June 15 of 2022–2025 per grant, then remaining shares vest in equal quarterly installments subject to continuous employment.

Was the Form 4 signed and when was it filed?

The filing is signed by an attorney-in-fact, Larissa Schwartz, on 09/17/2025 as shown on the form.

Are there any cash proceeds or prices disclosed for the transactions?

The reported acquisition entries show a price of $0 for the listed transactions; no sale proceeds or other cash price details are provided in the filing.