Okta Form 4: CFO 10,000-Share Sale Under 10b5-1 Plan

Rhea-AI Filing Summary

Okta, Inc. (OKTA) Chief Financial Officer Brett Tighe reported a sale of 10,000 shares of Class A common stock on 10/02/2025 at a reported price of $95 per share under a Rule 10b5-1 trading plan adopted on 04/14/2025. After the sale, the filing shows Mr. Tighe directly beneficially owns 133,336 shares of Class A common stock and indirectly owns 1,250 shares through a trust. The filing also discloses multiple outstanding restricted stock units (RSUs) that convert into Class A shares on vesting: 9,161, 12,596, 23,240, and 35,200 (all reported as disposed of following the transactions) and 69,046 Class B shares held indirectly by trust, convertible into Class A shares at the holder's option with no expiration date. The RSU grant schedules show staggered vesting with initial vested percentages between 6.25% and 8.33% on prior June 15 anniversaries and remaining shares vesting in equal quarterly installments thereafter, subject to continued employment.

Positive

• Sale executed under a Rule 10b5-1 plan, which clarifies trading intent and supports compliance
• Reporting shows retained direct ownership of 133,336 shares, indicating continued executive equity exposure
• Detailed RSU vesting schedules disclosed provide transparency on future share issuance timing

Negative

• 10,000-share disposition at $95 reduces executive's direct holdings, which some investors view as liquidity action
• Convertible Class B holding of 69,046 shares represents potential future dilution if converted to Class A
• Significant unvested RSU counts (multiple tranches) imply additional shares may enter the market over time

Insights

Corporate Governance Analyst

TL;DR: CFO sale executed under a documented 10b5-1 plan, keeping disclosure compliance clear.

The transaction was reported as executed pursuant to a Rule 10b5-1 plan adopted on 04/14/2025, which provides the reporting person an affirmative defense to insider trading claims when plan conditions are met. That procedural detail reduces regulatory ambiguity around the timing of the 10,000-share sale at $95 on 10/02/2025.

Key dependencies include the plan's documented terms and adherence to its execution schedule; any deviation would change the compliance posture. Investors typically monitor subsequent Form 4 filings for additional transactions or amendments within the next quarter to confirm ongoing plan activity.

Equity Compensation Specialist

TL;DR: Multiple RSU tranches and convertible Class B shares create future dilution potential tied to continued employment.

The filing lists four RSU award lines—9,161, 12,596, 23,240, and 35,200—each with prior initial vesting events and remaining amounts vesting in equal quarterly installments, subject to continuous employment. Additionally, 69,046 Class B shares held by trust are convertible into Class A shares at the holder's option and have no expiration, which represents a contingent source of Class A supply if converted.

Material dependencies are continued employment for RSU vesting and holder decisions on Class B conversion; vesting schedules imply additional share issuance over upcoming quarters if employment continues. Watch filings in the next 12 months for incremental vesting or conversions that would increase outstanding Class A shares.

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

OMB APPROVAL

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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).

X

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)
10/02/2025

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	10/02/2025		S(1)		10,000	D	$95	133,336	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	(2)							(3)	(3)	Class A Common Stock	9,161		9,161	D
Restricted Stock Units	(2)							(4)	(4)	Class A Common Stock	12,596		12,596	D
Restricted Stock Units	(2)							(5)	(5)	Class A Common Stock	23,240		23,240	D
Restricted Stock Units	(2)							(6)	(6)	Class A Common Stock	35,200		35,200	D
Class B Common Stock	(7)							(7)	(7)	Class A Common Stock	69,046		69,046	I	By Trust

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 14, 2025.

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

3. 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.

4. 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.

5. 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.

6. 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.

7. 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	10/06/2025
	** 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.
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FAQ

What did OKTA insider Brett Tighe sell on 10/02/2025?

The filing reports a sale of 10,000 shares of Class A common stock at a price of $95 per share on 10/02/2025.

Was the sale by the OKTA CFO part of a 10b5-1 plan?

Yes. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted on 04/14/2025, as stated in the filing.

How many OKTA shares does Brett Tighe own after the reported transaction?

Following the reported transaction, Mr. Tighe directly beneficially owns 133,336 shares of Class A common stock and indirectly owns 1,250 shares through a trust.

What restricted stock units (RSUs) were disclosed for OKTA's CFO?

The filing lists RSU tranches of 9,161, 12,596, 23,240, and 35,200 RSUs that convert into Class A shares upon vesting under scheduled installments.

Does Brett Tighe hold any convertible shares that could increase Class A supply?

Yes. The filing reports 69,046 shares of Class B common stock held indirectly by trust, each convertible into one share of Class A common stock at the holder's option with no expiration date.