Okta (OKTA) CEO Todd McKinnon logs RSU vesting, tax share withholding and large trust holdings

Rhea-AI Filing Summary

Okta, Inc. Chief Executive Officer Todd McKinnon reported routine equity compensation activity centered on restricted stock units (RSUs) vesting into Class A Common Stock. Each RSU represents one share, and certain awards fully vested on March 15, 2026, while others continue to vest in quarterly installments subject to continued employment.

On that date, McKinnon exercised derivative securities covering 22,934 underlying Class A shares and had 108,448 Class A shares withheld to satisfy tax obligations, which is recorded as a disposition but not an open-market sale. Following the transactions, he directly held 108,346 Class A shares and retained multiple employee stock options exercisable at prices between $82.16 and $274.96, expiring between 2029 and 2031.

Indirectly, trusts associated with McKinnon held Class B Common Stock convertible into 6,383,887 and 128,247 Class A shares with no expiration date, highlighting a substantial ongoing equity stake separate from the vested RSUs and options reported here.

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)
03/15/2026

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	03/15/2026		F		96,777	D	$0	97,083	D
Class A Common Stock	03/15/2026		M		10,506	A	$0	107,589	D
Class A Common Stock	03/15/2026		F		5,346	D	$0	102,243	D
Class A Common Stock	03/15/2026		M		5,036	A	$0	107,279	D
Class A Common Stock	03/15/2026		F		2,563	D	$0	104,716	D
Class A Common Stock	03/15/2026		M		7,392	A	$0	112,108	D
Class A Common Stock	03/15/2026		F		3,762	D	$0	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)	03/15/2026		M			10,506	(2)	(2)	Class A Common Stock	10,506	$0	0	D
Restricted Stock Units	(1)	03/15/2026		M			5,036	(3)	(3)	Class A Common Stock	5,036	$0	20,141	D
Restricted Stock Units	(1)	03/15/2026		M			7,392	(4)	(4)	Class A Common Stock	7,392	$0	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	63,667		63,667	D
Employee Stock Option (Right to Buy)	$274.96							(6)	04/21/2031	Class A Common Stock	127,334		127,334	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. The shares underlying the RSU fully vested on March 15, 2026.

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	03/17/2026
	** Signature of Reporting Person	Date
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FAQ

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

Todd McKinnon reported RSU vesting and related share movements on March 15, 2026. RSUs converted into Class A Common Stock, and shares were withheld to cover taxes, reflecting routine compensation rather than open-market buying or selling activity.

How many Okta (OKTA) shares did Todd McKinnon acquire through RSU exercises?

McKinnon exercised derivative securities tied to 22,934 underlying shares of Class A Common Stock. These conversions reflect RSUs vesting into stock as part of his compensation package, consistent with the vesting schedules described in the accompanying footnotes.

Why were Okta (OKTA) shares disposed of in Todd McKinnon’s Form 4?

Shares were disposed of solely to satisfy tax obligations on vested equity awards. The filing records 108,448 Class A shares as tax-withholding dispositions, meaning they were delivered for taxes rather than sold by McKinnon in the open market.

What is Todd McKinnon’s direct Okta (OKTA) Class A share position after these transactions?

After the reported RSU-related transactions, McKinnon directly held 108,346 shares of Okta Class A Common Stock. This figure reflects his post-transaction ownership shown in the non-derivative holdings table in the Form 4 data provided.

What ongoing stock option awards does Okta (OKTA) CEO Todd McKinnon retain?

McKinnon retains several employee stock options over Class A shares, with exercise prices of $82.16, $142.47, and $274.96. These options expire between March 24, 2029 and April 21, 2031 and remain fully vested and exercisable, according to the filing.

What indirect Okta (OKTA) holdings are reported for Todd McKinnon via trusts?

Trusts associated with McKinnon hold Class B Common Stock convertible into 6,383,887 and 128,247 Class A shares. Each Class B share converts into one Class A share and has no expiration date, indicating a large indirect equity interest in Okta.