STOCK TITAN

Okta CFO converts 12K RSUs, withholds 4.7K shares

Okta’s CFO reported RSU conversions into Class A shares and related tax-withholding share dispositions, with additional indirect holdings via trusts.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Okta, Inc. (OKTA) reported that Chief Financial Officer Brett Tighe settled multiple Restricted Stock Units on September 15, 2026, converting 12,012 RSUs into Class A Common Stock. In connection with these exercises, 4,729 Class A shares were delivered or withheld to cover exercise price or tax liabilities.

Tighe also reports indirect holdings held by trust of 27,795 shares of Class B Common Stock, each convertible into one Class A share with no expiration, and 7,693 shares of Class A Common Stock held by trust. No Rule 10b5-1 trading plan is reported for these transactions.

Positive

  • None.

Negative

  • None.
Insider Tighe Brett
Role Chief Financial Officer
Type Security Shares Price Value
Exercise Restricted Stock Units F1, F2 3,873 $0.00 $0.00
Exercise Restricted Stock Units F1, F3 3,520 $0.00 $0.00
Exercise Restricted Stock Units F1, F4 4,619 $0.00 $0.00
Exercise Class A Common Stock 3,873 $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
Exercise Class A Common Stock 4,619 $0.00 $0.00
Exercise Price or Tax Liability Class A Common Stock 1,818 $0.00 $0.00
holding Class B Common Stock F5 -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 75,056 contracts (Direct); Class A Common Stock — 89,329 shares (Direct); Class B Common Stock — 27,795 contracts (Indirect, By Trust); Class A Common Stock — 7,693 shares (Indirect, By Trust)
Footnotes (5)
  1. F1. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
  2. F2. 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.
  3. F3. 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.
  4. F4. 8.33% of the shares underlying the RSU vested on June 15, 2026, 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. F5. 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.
RSUs converted to Class A Common Stock 12,012 shares Total RSUs exercised or converted on September 15, 2026
Tax or exercise-price share dispositions 4,729 shares Class A shares delivered or withheld for exercise price or tax liability
Individual RSU conversion tranches 3,873; 3,520; 4,619 shares Three RSU blocks settled into Class A Common Stock
Class B Common Stock held by trust 27,795 shares Indirect holdings, each share convertible into one Class A share
Class A Common Stock held by trust 7,693 shares Indirect Class A holdings reported as held by trust
RSU vesting increment 8.33% Portion of RSU shares vesting on initial vesting dates before quarterly installments
Restricted Stock Unit financial
"Each Restricted Stock Unit ("RSU") represents the right to receive one share"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Class B Common Stock financial
"Each share of Class B Common Stock is convertible into one share"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
exercise price or tax liability financial
"Payment of exercise price or tax liability by delivering or withholding securities"
vesting financial
"8.33% of the shares underlying the RSU vested on June 15"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Okta (OKTA) CFO Brett Tighe report in this Form 4?

He reported exercising or converting 12,012 Restricted Stock Units into Class A Common Stock on September 15, 2026, with separate share dispositions to cover exercise price or tax liabilities.

How many Okta (OKTA) RSUs did the CFO convert on September 15, 2026?

Brett Tighe converted a total of 12,012 Restricted Stock Units into Okta Class A Common Stock, in three tranches of 3,873, 3,520, and 4,619 RSUs.

How many Okta (OKTA) shares were withheld for exercise price or tax liabilities?

A total of 4,729 Class A Common shares were delivered or withheld for payment of exercise price or tax liability, in amounts of 1,525, 1,386, and 1,818 shares.

What indirect Okta (OKTA) holdings by trust does the CFO report?

He reports indirect trust holdings of 27,795 shares of Class B Common Stock, each convertible into one Class A share with no expiration, and 7,693 shares of Class A Common Stock held by trust.

Were Okta (OKTA) CFO transactions under a Rule 10b5-1 trading plan?

No. The Form 4 indicates no Rule 10b5-1 trading plan is reported for these transactions; the plan-related checkbox is not marked as affirming such a plan.

What are the vesting terms mentioned for the Okta (OKTA) RSUs?

Footnotes state that 8.33% of the RSU shares vested on specific June 15 dates in 2024, 2025, and 2026, with the remaining shares vesting in 11 equal quarterly installments, subject to continued employment.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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 CALIFORNIA 94105

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Okta, Inc. [ OKTA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock09/15/2026M3,873A$085,919D
Class A Common Stock09/15/2026F1,525D$084,394D
Class A Common Stock09/15/2026M3,520A$087,914D
Class A Common Stock09/15/2026F1,386D$086,528D
Class A Common Stock09/15/2026M4,619A$091,147D
Class A Common Stock09/15/2026F1,818D$089,329D
Class A Common Stock7,693IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)09/15/2026M3,873 (2) (2)Class A Common Stock3,873$07,747D
Restricted Stock Units(1)09/15/2026M3,520 (3) (3)Class A Common Stock3,520$021,120D
Restricted Stock Units(1)09/15/2026M4,619 (4) (4)Class A Common Stock4,619$046,189D
Class B Common Stock(5) (5) (5)Class A Common Stock27,79527,795IBy 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. 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.
3. 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.
4. 8.33% of the shares underlying the RSU vested on June 15, 2026, 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/ Nathan Francis, attorney-in-fact of the Reporting Person09/17/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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