Okta CFO exercises RSUs; shares withheld for taxes

Okta, Inc. Chief Financial Officer Brett Tighe reported routine equity compensation activity involving Restricted Stock Units (RSUs) and related tax withholding.

Rhea-AI Filing Summary

Okta, Inc. Chief Financial Officer Brett Tighe reported routine equity compensation activity involving Restricted Stock Units (RSUs) and related tax withholding. On June 15, 2026, he exercised RSUs to acquire a total of 12,012 shares of Class A Common Stock, with no open-market purchases or sales reported.

To cover tax obligations, 4,729 Class A shares were disposed of through issuer tax-withholding transactions coded "F" at a price of $0.00 per share, which are not market sales. Following these transactions, one direct Class A holding shows 122,029 shares, and he also has indirect holdings through a trust.

Derivatives data indicate continued exposure to Okta stock, including 69,046 shares of Class B Common Stock held indirectly that are convertible into Class A Common Stock on a one-for-one basis with no expiration date. Footnotes clarify that each RSU converts into one share of Class A stock and that RSU awards vest in quarterly installments, subject to continued employment.

Insider Trade Summary

12,012 shares exercised/converted

Exercise 11 txns

Insider Tighe Brett

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	3,874	$0.00	$0.00
Exercise	Restricted Stock Units	3,520	$0.00	$0.00
Exercise	Restricted Stock Units	4,618	$0.00	$0.00
Exercise	Class A Common Stock	3,874	$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	4,618	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	1,818	$0.00	$0.00
holding	Class B Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 87,068 contracts (Direct); Class A Common Stock — 126,963 shares (Direct); Class B Common Stock — 69,046 contracts (Indirect, By Trust); Class A Common Stock — 1,250 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.

Key Figures

RSU shares exercised: 12,012 shares Shares withheld for taxes: 4,729 shares Direct Class A holding: 122,029 shares +1 more

4 metrics

RSU shares exercised 12,012 shares RSUs converted into Class A Common Stock on June 15, 2026

Shares withheld for taxes 4,729 shares Class A shares delivered for tax liabilities via F-code transactions

Direct Class A holding 122,029 shares One reported post-transaction Class A Common Stock position

Convertible Class B holding 69,046 shares Class B Common Stock indirectly held, convertible 1:1 into Class A

Key Terms

Restricted Stock Units, tax-withholding disposition, Class B Common Stock, derivative security, +1 more

5 terms

Restricted Stock Units financial

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

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Class B Common Stock financial

"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."

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.

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

vesting financial

"the remaining shares underlying the RSU shall vest in 11 equal quarterly installments thereafter"

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.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 06/17/2026 - 06:15 PM EDT Learn about SEC filing dates

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

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/15/2026		M		3,874	A	$0	123,554	D
Class A Common Stock	06/15/2026		F		1,525	D	$0	122,029	D
Class A Common Stock	06/15/2026		M		3,520	A	$0	125,549	D
Class A Common Stock	06/15/2026		F		1,386	D	$0	124,163	D
Class A Common Stock	06/15/2026		M		4,618	A	$0	128,781	D
Class A Common Stock	06/15/2026		F		1,818	D	$0	126,963	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)	06/15/2026		M			3,874	(2)	(2)	Class A Common Stock	3,874	$0	11,620	D
Restricted Stock Units	(1)	06/15/2026		M			3,520	(3)	(3)	Class A Common Stock	3,520	$0	24,640	D
Restricted Stock Units	(1)	06/15/2026		M			4,618	(4)	(4)	Class A Common Stock	4,618	$0	50,808	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. 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/ Larissa Schwartz, attorney-in-fact of the Reporting Person	06/17/2026
	** 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).
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)