Okta (NASDAQ: OKTA) CFO Brett Tighe sells 10,000 shares via plan stock

Rhea-AI Filing Summary

Okta Chief Financial Officer Brett Tighe reported an insider stock sale and updated equity holdings. On 01/13/2026, he sold 10,000 shares of Okta Class A Common Stock at a weighted average price of $95.0691 per share, in a transaction coded "S" for sale. The filing notes this sale was executed under a pre-arranged Rule 10b5-1 trading plan adopted on July 15, 2025.

Following the sale, Tighe beneficially owns 134,385 shares of Class A Common Stock directly, plus additional indirect and derivative interests. These include Class A shares held by a trust, multiple restricted stock unit awards covering 4,581, 6,298, 19,367 and 31,680 underlying Class A shares, and 69,046 shares of Class B Common Stock held by a trust, each Class B share being convertible into one Class A share with no expiration date.

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)
01/13/2026

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	01/13/2026		S(1)		10,000	D	$95.0691(2)	134,385	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	(3)							(4)	(4)	Class A Common Stock	4,581		4,581	D
Restricted Stock Units	(3)							(5)	(5)	Class A Common Stock	6,298		6,298	D
Restricted Stock Units	(3)							(6)	(6)	Class A Common Stock	19,367		19,367	D
Restricted Stock Units	(3)							(7)	(7)	Class A Common Stock	31,680		31,680	D
Class B Common Stock	(8)							(8)	(8)	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 July 15, 2025.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.00 to $95.35 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, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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

4. 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.

5. 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.

6. 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.

7. 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.

8. 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	01/15/2026
	** 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.

FAQ

What insider transaction did Okta (OKTA) disclose for Brett Tighe?

Okta disclosed that Chief Financial Officer Brett Tighe sold 10,000 shares of Class A Common Stock on 01/13/2026 in a transaction coded as a sale.

At what price did the Okta CFO sell his shares on 01/13/2026?

The 10,000 Okta Class A shares were sold at a weighted average price of $95.0691 per share, with individual trades ranging from $95.00 to $95.35.

Was the Okta CFO’s share sale made under a Rule 10b5-1 plan?

Yes. The filing states the transaction was effected under a Rule 10b5-1 trading plan adopted by Brett Tighe on July 15, 2025.

How many Okta Class A shares does Brett Tighe own after the reported sale?

After the 10,000-share sale, Brett Tighe beneficially owns 134,385 shares of Okta Class A Common Stock directly, with additional indirect and derivative interests reported separately.

What restricted stock units (RSUs) does the Okta CFO hold according to the Form 4?

The Form 4 lists multiple RSU awards, each representing one future Class A share per unit. Reported balances include 4,581, 6,298, 19,367 and 31,680 RSUs, subject to quarterly vesting schedules tied to continued employment.

What Class B Okta shares are held indirectly by trust for Brett Tighe?

The filing reports 69,046 shares of Class B Common Stock held indirectly by a trust. Each Class B share is convertible into one Class A share at the holder’s option and has no expiration date.

How many Okta shares are reported as held indirectly by trust in Class A form?

In addition to his direct holdings, the filing shows 1,250 shares of Okta Class A Common Stock held indirectly by a trust.