Okta (OKTA) CFO details RSU exercises, tax withholding and updated share holdings

Rhea-AI Filing Summary

Okta, Inc. Chief Financial Officer Brett Tighe reported equity compensation activity involving restricted stock units and related tax withholding. On March 15, 2026, he exercised or converted derivative awards into 18,272 shares of Class A Common Stock, reflecting RSUs that had vested under prior grants.

To cover tax obligations on these vestings, 32,775 shares of Class A Common Stock were withheld by the issuer rather than sold on the open market. After these transactions, Tighe directly held 184,680 shares of Class A Common Stock.

He also had indirect holdings through trusts, including 69,046 shares of Class B Common Stock convertible into Class A Common Stock on a one-for-one basis with no expiration date, plus 1,250 shares of Class A Common Stock held indirectly. The activity appears consistent with routine RSU vesting and associated tax withholding.

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
03/15/2026

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	03/15/2026		F		25,500	D	$0	173,683	D
Class A Common Stock	03/15/2026		M		4,581	A	$0	178,264	D
Class A Common Stock	03/15/2026		F		1,885	D	$0	176,379	D
Class A Common Stock	03/15/2026		M		6,298	A	$0	182,677	D
Class A Common Stock	03/15/2026		F		2,479	D	$0	180,198	D
Class A Common Stock	03/15/2026		M		3,873	A	$0	184,071	D
Class A Common Stock	03/15/2026		F		1,525	D	$0	182,546	D
Class A Common Stock	03/15/2026		M		3,520	A	$0	186,066	D
Class A Common Stock	03/15/2026		F		1,386	D	$0	184,680	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)	03/15/2026		M			4,581	(2)	(2)	Class A Common Stock	4,581	$0	0	D
Restricted Stock Units	(1)	03/15/2026		M			6,298	(2)	(2)	Class A Common Stock	6,298	$0	0	D
Restricted Stock Units	(1)	03/15/2026		M			3,873	(3)	(3)	Class A Common Stock	3,873	$0	15,494	D
Restricted Stock Units	(1)	03/15/2026		M			3,520	(4)	(4)	Class A Common Stock	3,520	$0	28,160	D
Class B Common Stock	(5)							(5)	(5)	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. The shares underlying the RSU fully vested on March 15, 2026.

3. 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.

4. 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.

5. 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	03/17/2026
	** 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).
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FAQ

What insider transactions did Okta (OKTA) CFO Brett Tighe report on March 15, 2026?

Brett Tighe reported exercises of restricted stock units into Class A Common Stock and related tax-withholding dispositions on March 15, 2026. The activity reflects vested RSUs converting into shares, with some shares withheld by the issuer to satisfy tax obligations rather than sold in the market.

How many Okta (OKTA) shares did the CFO acquire through RSU exercises in this Form 4?

The CFO exercised or converted derivative awards representing 18,272 underlying shares of Okta Class A Common Stock. These came from restricted stock units that had vested under previously granted equity awards, turning stock-based compensation into directly held common shares on March 15, 2026.

How many Okta (OKTA) shares were withheld for taxes in the CFO’s Form 4 filing?

A total of 32,775 shares of Okta Class A Common Stock were withheld to cover tax liabilities tied to the RSU vesting and exercises. These F-code transactions represent tax-withholding dispositions to the issuer, not open-market sales by the CFO.

What are Brett Tighe’s direct Okta (OKTA) share holdings after these transactions?

Following the reported RSU exercises and tax-withholding entries, Brett Tighe directly held 184,680 shares of Okta Class A Common Stock. This figure reflects his post-transaction ownership as disclosed in the Form 4 and provides context for the scale of the compensation-related activity.

What indirect Okta (OKTA) holdings does the CFO report through trusts?

Indirectly, through trusts, the CFO reports 69,046 shares of Class B Common Stock and 1,250 shares of Class A Common Stock. Each Class B share is convertible into one Class A share with no expiration date, indicating an additional potential equity position beyond his direct Class A holdings.

Are the Okta (OKTA) Form 4 transactions open-market buys or sales by the CFO?

The reported entries are RSU exercises and tax-withholding dispositions, not open-market purchases or sales. M-code transactions reflect the exercise or conversion of derivative equity awards, while F-code transactions show shares delivered back to the issuer to satisfy tax obligations on vesting.