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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 10,000 | $95.00 | $950K |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (1)
- This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 14, 2025. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock. 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. 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. 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. 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. 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.
FAQ
What did OKTA insider Brett Tighe sell on 10/02/2025?
Was the sale by the OKTA CFO part of a 10b5-1 plan?
What restricted stock units (RSUs) were disclosed for OKTA's CFO?
