SEC Form 4 · accession 0001865084-26-000008
Okta, Inc. · OKTA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brett Tighe
Officer — Chief Financial Officer
Period of report
Sep 2, 2026
Accepted (ET)
Sep 4, 2026 · 6:04 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001660134
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Sep 2, 2026 | C | 41,251 | $0.00 | A | 48,944 | I | By Trust |
| Class A Common StockF3 | Sep 2, 2026 | S | 12,352 | $161.0481 | D | 36,592 | I | By Trust |
| Class A Common StockF4 | Sep 2, 2026 | S | 13,100 | $162.3172 | D | 23,492 | I | By Trust |
| Class A Common StockF5 | Sep 2, 2026 | S | 10,799 | $162.981 | D | 12,693 | I | By Trust |
| Class A Common StockF6 | Sep 2, 2026 | S | 2,500 | $164.0376 | D | 10,193 | I | By Trust |
| Class A Common StockF7 | Sep 2, 2026 | S | 900 | $165.1956 | D | 9,293 | I | By Trust |
| Class A Common StockF8 | Sep 2, 2026 | S | 1,000 | $166.205 | D | 8,293 | I | By Trust |
| Class A Common StockF9 | Sep 2, 2026 | S | 600 | $167.0867 | D | 7,693 | I | By Trust |
| Class A Common StockF10,F11 | Sep 2, 2026 | S | 14,339 | $158.51 | D | 106,456 | D | |
| Class A Common StockF12,F11 | Sep 2, 2026 | S | 10,194 | $159.4207 | D | 96,262 | D | |
| Class A Common StockF13,F11 | Sep 2, 2026 | S | 14,216 | $160.2827 | D | 82,046 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1 | — | Sep 2, 2026 | C | 41,251 | D | — | — | Class A Common Stock | 41,251 | 27,795 | I |
| Restricted Stock UnitsF14,F15 | — | holding | — | — | — | — | — | Class A Common Stock | 11,620 | 11,620 | D |
| Restricted Stock UnitsF14,F16 | — | holding | — | — | — | — | — | Class A Common Stock | 24,640 | 24,640 | D |
| Restricted Stock UnitsF14,F17 | — | holding | — | — | — | — | — | Class A Common Stock | 50,808 | 50,808 | D |
Explanation of responses
- F1Each 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.
- F10The 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.
- F11Includes 275 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan.
- F12The 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.
- F13The 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.
- F14Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
- F158.33% 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.
- F168.33% 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.
- F178.33% 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.
- F2This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 8, 2026.
- F3The 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.
- F4The 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.
- F5The 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.
- F6The 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.
- F7The 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.
- F8The 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.
- F9The 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.
Remarks
Exhibit 24 - Power of Attorney