Okta (OKTA) CEO earns performance-based Class A stock awards

Rhea-AI Filing Summary

Okta, Inc. Chief Executive Officer and director Todd McKinnon reported the earning of three performance-based equity awards in the form of Class A Common Stock on February 25, 2026. He acquired 119,298, 30,212, and 44,350 Class A shares at a reported price of $0.00 per share, reflecting Performance Stock Units that met their performance goals.

According to the footnotes, these shares will actually vest on March 15, 2026, provided that service-based vesting conditions are satisfied. The filing also lists existing indirect holdings of Class B Common Stock held by trusts and various Restricted Stock Unit and stock option positions, with options described as fully vested and exercisable.

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

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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).

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^*

McKinnon Todd

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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	02/25/2026		A		119,298(1)	A	$0	119,298(2)	D
Class A Common Stock	02/25/2026		A		30,212(3)	A	$0	149,510(4)	D
Class A Common Stock	02/25/2026		A		44,350(5)	A	$0	193,860(6)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(7)							(7)	(7)	Class A Common Stock	6,383,887		6,383,887	I	By Trust
Class B Common Stock	(7)							(7)	(7)	Class A Common Stock	128,247		128,247	I	By Trust
Restricted Stock Units	(8)							(9)	(9)	Class A Common Stock	10,506		10,506	D
Restricted Stock Units	(8)							(10)	(10)	Class A Common Stock	25,177		25,177	D
Restricted Stock Units	(8)							(11)	(11)	Class A Common Stock	66,527		66,527	D
Employee Stock Option (Right to Buy)	$82.16							(12)	03/24/2029	Class A Common Stock	32,251		32,251	D
Employee Stock Option (Right to Buy)	$142.47							(12)	04/14/2030	Class A Common Stock	48,372		48,372	D
Employee Stock Option (Right to Buy)	$274.96							(12)	04/21/2031	Class A Common Stock	63,667		63,667	D
Employee Stock Option (Right to Buy)	$274.96							(12)	04/21/2031	Class A Common Stock	127,334		127,334	D

Explanation of Responses:

1. On March 21, 2023, the Reporting Person was granted Performance Stock Units ("PSUs"), the vesting of which is subject to the achievement of certain performance criteria and to a service-based vesting criteria. On February 25, 2026, the Compensation Committee of the Board of Directors determined that 119,298 shares of the Issuer's Class A Common Stock were earned as result of the achievement of the performance criteria, with vesting to occur once the service-based vesting criteria are satisfied on March 15, 2026.

2. Includes 119,298 PSUs, with each PSU representing the right to receive one share of the Issuer's Class A Common Stock.

3. On March 29, 2024, the Reporting Person was granted PSUs, the vesting of which is subject to the achievement of certain performance criteria and to a service-based vesting criteria. On February 25, 2026, the Compensation Committee of the Board of Directors determined that 30,212 shares of the Issuer's Class A Common Stock were earned as result of the achievement of the performance criteria, with vesting to occur once the service-based vesting criteria are satisfied on March 15, 2026.

4. Includes 149,510 PSUs, with each PSU representing the right to receive one share of the Issuer's Class A Common Stock.

5. On March 30, 2025, the Reporting Person was granted PSUs, the vesting of which is subject to the achievement of certain performance criteria and to a service-based vesting criteria. On February 25, 2026, the Compensation Committee of the Board of Directors determined that 44,350 shares of the Issuer's Class A Common Stock were earned as result of the achievement of the performance criteria, with vesting to occur once the service-based vesting criteria are satisfied on March 15, 2026.

6. Includes 193,860 PSUs, with each PSU representing the right to receive one share of the Issuer's Class A Common Stock.

7. 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.

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

9. 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.

10. 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.

11. 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.

12. The shares subject to the option are fully vested and exercisable by the Reporting Person.

Remarks:

	/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person	02/27/2026
	** Signature of Reporting Person	Date
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FAQ

What did Okta (OKTA) CEO Todd McKinnon report in this Form 4?

Todd McKinnon reported earning three performance-based equity awards in Okta Class A Common Stock. These came from Performance Stock Units that met performance criteria, resulting in 119,298, 30,212, and 44,350 shares, subject to future service-based vesting on March 15, 2026.

How many Okta Class A shares were earned through PSUs in this filing?

The filing shows three Performance Stock Unit tranches earning 119,298, 30,212, and 44,350 Okta Class A shares. These amounts reflect performance criteria being achieved, with actual vesting conditional on continued service through March 15, 2026, as described in the footnotes.

Were the Okta shares in this Form 4 purchased on the open market?

No, the Okta Class A shares were not open-market purchases. They represent shares earned from Performance Stock Units, reported with a price of $0.00 per share, contingent on service-based vesting requirements being satisfied on March 15, 2026.

What vesting conditions apply to Todd McKinnon’s newly earned Okta PSUs?

The Performance Stock Units first had to meet specified performance criteria, which the compensation committee determined were achieved on February 25, 2026. The resulting Class A shares will then vest only if service-based conditions are satisfied on March 15, 2026.

Does the Form 4 show any Okta share sales by Todd McKinnon?

The Form 4 does not report any share sales by Todd McKinnon. It shows acquisitions coded as grants or awards and lists existing holdings of Class B Common Stock, Restricted Stock Units, and fully vested stock options, without any dispositions in this data.

What other Okta equity holdings are disclosed for Todd McKinnon?

The filing lists indirect holdings of Okta Class B Common Stock held by trusts, as well as direct holdings of Restricted Stock Units and Employee Stock Options. A footnote states that the shares subject to the reported stock option are fully vested and exercisable by the reporting person.