Okta (OKTA) CEO Todd McKinnon granted 103,462 RSUs and details large share holdings

Rhea-AI Filing Summary

Okta, Inc. Chief Executive Officer Todd McKinnon reported an equity compensation grant and updated his holdings. On March 19, 2026, he received 103,462 Restricted Stock Units, each representing one share of Class A common stock. According to the vesting schedule, 8.33% of the shares vest on June 15, 2026, with the remainder vesting in 11 equal quarterly installments, contingent on continued employment.

He also reported existing positions, including direct RSUs covering 20,141 and 59,135 underlying Class A shares, and employee stock options over Class A shares at exercise prices of $82.16, $142.47, and $274.96 expiring between 2029 and 2031. Indirectly, trusts hold 6,383,887 and 128,247 Class B shares, each convertible into one Class A share. No open-market purchases or sales were reported in this filing.

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 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2026

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								108,346	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
Restricted Stock Units	(1)	03/19/2026		A		103,462		(2)	(2)	Class A Common Stock	103,462	$0	103,462	D
Restricted Stock Units	(1)							(3)	(3)	Class A Common Stock	20,141		20,141	D
Restricted Stock Units	(1)							(4)	(4)	Class A Common Stock	59,135		59,135	D
Class B Common Stock	(5)							(5)	(5)	Class A Common Stock	6,383,887		6,383,887	I	By Trust
Class B Common Stock	(5)							(5)	(5)	Class A Common Stock	128,247		128,247	I	By Trust
Employee Stock Option (Right to Buy)	$82.16							(6)	03/24/2029	Class A Common Stock	32,251		32,251	D
Employee Stock Option (Right to Buy)	$142.47							(6)	04/14/2030	Class A Common Stock	48,372		48,372	D
Employee Stock Option (Right to Buy)	$274.96							(6)	04/21/2031	Class A Common Stock	127,334		127,334	D
Employee Stock Option (Right to Buy)	$274.96							(6)	04/21/2031	Class A Common Stock	63,667		63,667	D

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 shall vest 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.

3. 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.

4. 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.

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.

6. 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	03/23/2026
	** 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)

FAQ

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

Todd McKinnon reported an equity compensation grant and updated holdings. He received 103,462 Restricted Stock Units tied to Okta Class A shares, and disclosed his existing RSU, stock option, Class A, and Class B share positions as of the reported date.

How many Restricted Stock Units did Okta (OKTA) grant to its CEO?

Todd McKinnon received 103,462 Restricted Stock Units. Each RSU represents one share of Okta Class A common stock. This grant is part of his equity compensation and vests over time, subject to his continued employment with the company on specified vesting dates.

What is the vesting schedule for Todd McKinnon’s new Okta (OKTA) RSUs?

For the new RSU grant, 8.33% of the underlying shares vest on June 15, 2026. The remaining shares vest in 11 equal quarterly installments afterward, provided Todd McKinnon remains continuously employed by Okta on each scheduled vesting date.

Did Okta (OKTA) CEO Todd McKinnon buy or sell shares in the market?

The Form 4 does not show any open-market purchases or sales. It reports an RSU grant and existing RSU, option, Class A, and Class B positions. The single coded transaction is an RSU award classified as a grant or other acquisition, not a market trade.

What other equity positions in Okta (OKTA) does Todd McKinnon hold?

Todd McKinnon holds direct RSUs over 20,141 and 59,135 Class A shares, several fully exercisable stock option awards, and 108,346 direct Class A shares. Trusts indirectly hold 6,383,887 and 128,247 Class B shares, each convertible one-for-one into Class A common stock.

Are Todd McKinnon’s Okta (OKTA) stock options currently exercisable?

Yes, the filing notes the stock option shares are fully vested and exercisable. These options cover various amounts of Okta Class A shares at exercise prices of $82.16, $142.47, and $274.96, with expiration dates between March 2029 and April 2031.