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Okta CFO sells 80,000 shares around $160

Okta’s CFO Brett Tighe converted Class B to Class A shares and, under a Rule 10b5-1 plan, sold 80,000 Class A shares in multiple transactions.

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Okta, Inc. (OKTA) reported that Chief Financial Officer Brett Tighe converted 41,251 shares of Class B Common Stock held by a trust into the same number of Class A shares on September 2, 2026. On the same date, entities associated with him sold a net 80,000 Class A shares, both indirectly through a trust and directly, at weighted-average prices generally between the high $150s and mid $160s per share. These sales were effected pursuant to a Rule 10b5-1 trading plan adopted on April 8, 2026. Tighe also continues to hold multiple blocks of Restricted Stock Units that can settle into Class A shares over time, subject to continued employment and scheduled vesting.

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Insider Tighe Brett
Role Chief Financial Officer
Sold 80,000 shs ($12.88M)
Approx. gross sale proceeds $12.88M
Type Security Shares Price Value
Conversion Class B Common Stock F1 41,251 $0.00 $0.00
Conversion Class A Common Stock F1 41,251 $0.00 $0.00
Sale Class A Common Stock F2, F3 12,352 $161.0481 $1.99M
Sale Class A Common Stock F2, F4 13,100 $162.3172 $2.13M
Sale Class A Common Stock F2, F5 10,799 $162.981 $1.76M
Sale Class A Common Stock F2, F6 2,500 $164.0376 $410K
Sale Class A Common Stock F2, F7 900 $165.1956 $149K
Sale Class A Common Stock F2, F8 1,000 $166.205 $166K
Sale Class A Common Stock F2, F9 600 $167.0867 $100K
Sale Class A Common Stock F2, F10, F11 14,339 $158.51 $2.27M
Sale Class A Common Stock F2, F12, F11 10,194 $159.4207 $1.63M
Sale Class A Common Stock F2, F13, F11 14,216 $160.2827 $2.28M
holding Restricted Stock Units F14, F15 -- -- --
holding Restricted Stock Units F14, F16 -- -- --
holding Restricted Stock Units F14, F17 -- -- --
Holdings After Transaction: Class B Common Stock — 27,795 contracts (Indirect, By Trust); Class A Common Stock — 7,693 shares (Indirect, By Trust); Class A Common Stock — 82,046 shares (Direct); Restricted Stock Units — 87,068 contracts (Direct)
Footnotes (17)
  1. F1. 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.
  2. F2. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 8, 2026.
  3. F3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $160.65 to $161.58 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the U.S. Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
  4. F4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $161.68 to $162.67 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
  5. F5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $162.68 to $163.64 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
  6. F6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $163.77 to $164.61 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
  7. F7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $164.78 to $165.32 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
  8. F8. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $165.84 to $166.63 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
  9. F9. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $167.05 to $167.27 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
  10. F10. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $157.87 to $158.86 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
  11. F11. Includes 275 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan.
  12. F12. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $158.88 to $159.87 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
  13. F13. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $159.88 to $160.65 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
  14. F14. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
  15. F15. 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.
  16. F16. 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.
  17. F17. 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.
Class B shares converted 41,251 shares Class B Common Stock converted into Class A Common Stock on September 2, 2026
Class A shares sold 80,000 shares Total Class A Common Stock sold across 10 transactions on September 2, 2026
Sale price range (example, indirect holding) $160.65–$161.58 per share Weighted-average price range for one group of indirect Class A sales (footnote F3)
Sale price range (example, direct holding) $157.87–$158.86 per share Weighted-average price range for one group of direct Class A sales (footnote F10)
RSU underlying shares (award 1) 11,620 shares Class A shares underlying one RSU award, 8.33% vested June 15, 2024
RSU underlying shares (award 2) 24,640 shares Class A shares underlying one RSU award, 8.33% vested June 15, 2025
RSU underlying shares (award 3) 50,808 shares Class A shares underlying one RSU award, 8.33% vested June 15, 2026
Rule 10b5-1 trading plan regulatory
"This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
Restricted Stock Unit ("RSU") financial
"Each Restricted Stock Unit ("RSU") represents the right to receive one share"
weighted average price financial
"The reported price in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
Section 423 Employee Stock Purchase Plan regulatory
"Includes 275 shares of Class A Common Stock acquired under a Section 423"
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.

FAQ

What insider transactions did Okta (OKTA) report for CFO Brett Tighe on September 2, 2026?
Okta reported that CFO Brett Tighe converted 41,251 Class B shares held by a trust into 41,251 Class A shares and that related entities sold a total of 80,000 Class A shares in multiple transactions on September 2, 2026.

At what prices were the 80,000 Okta (OKTA) Class A shares sold by the CFO’s entities?
The 80,000 Class A shares were sold in multiple tranches at weighted-average prices, with disclosed ranges including $157.87–$167.27 per share, depending on the specific trade, as described in several weighted-average price footnotes.

Was the Okta (OKTA) CFO’s September 2, 2026 stock sale under a Rule 10b5-1 plan?
Yes. A footnote states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by Brett Tighe on April 8, 2026, and the filing’s Rule 10b5-1 checkbox is marked true.

How many Okta (OKTA) shares did the CFO convert from Class B to Class A?
On September 2, 2026, a trust associated with the CFO converted 41,251 shares of Class B Common Stock into 41,251 shares of Class A Common Stock. Each Class B share is convertible into one Class A share and has no expiration date.

What Okta (OKTA) equity awards does the CFO still hold after these transactions?
The CFO reports holdings of Restricted Stock Units covering 11,620, 24,640 and 50,808 underlying Class A shares in three separate RSU awards, each vesting in quarterly installments after an initial 8.33% vesting date, subject to continued employment.

Are any of the Okta (OKTA) CFO’s transactions indirect through a trust?
Yes. The Class B to Class A conversion and several Class A sales on September 2, 2026 are reported as indirectly owned "By Trust", while other Class A sales and RSU awards are reported as held directly.

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

Form 4 Insider Transactions: What Each Field Means →
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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).
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 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)
09/02/2026		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 Stock09/02/2026C(1)41,251A$048,944IBy Trust
Class A Common Stock09/02/2026S(2)12,352D$161.0481(3)36,592IBy Trust
Class A Common Stock09/02/2026S(2)13,100D$162.3172(4)23,492IBy Trust
Class A Common Stock09/02/2026S(2)10,799D$162.981(5)12,693IBy Trust
Class A Common Stock09/02/2026S(2)2,500D$164.0376(6)10,193IBy Trust
Class A Common Stock09/02/2026S(2)900D$165.1956(7)9,293IBy Trust
Class A Common Stock09/02/2026S(2)1,000D$166.205(8)8,293IBy Trust
Class A Common Stock09/02/2026S(2)600D$167.0867(9)7,693IBy Trust
Class A Common Stock09/02/2026S(2)14,339D$158.51(10)106,456(11)D
Class A Common Stock09/02/2026S(2)10,194D$159.4207(12)96,262(11)D
Class A Common Stock09/02/2026S(2)14,216D$160.2827(13)82,046(11)D
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
Class B Common Stock(1)09/02/2026C(1)41,251 (1) (1)Class A Common Stock41,251$027,795IBy Trust
Restricted Stock Units(14) (15) (15)Class A Common Stock11,62011,620D
Restricted Stock Units(14) (16) (16)Class A Common Stock24,64024,640D
Restricted Stock Units(14) (17) (17)Class A Common Stock50,80850,808D
Explanation of Responses:
1. 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.
2. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 8, 2026.
3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $160.65 to $161.58 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the U.S. Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $161.68 to $162.67 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $162.68 to $163.64 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $163.77 to $164.61 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $164.78 to $165.32 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
8. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $165.84 to $166.63 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
9. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $167.05 to $167.27 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
10. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $157.87 to $158.86 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
11. Includes 275 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan.
12. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $158.88 to $159.87 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
13. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $159.88 to $160.65 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
14. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
15. 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.
16. 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.
17. 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.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Nathan Francis, attorney-in-fact of the Reporting Person09/04/2026
** 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)

Source: View Original Filing on SEC EDGAR

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