Okta (OKTA) CRO earns new performance share awards and RSU vesting rights

Rhea-AI Filing Summary

Okta, Inc. reported that Chief Revenue Officer Jonathan James Addison acquired rights to additional Class A common shares through performance-based equity awards. On February 25, 2026, the compensation committee certified that 5,810 shares and 12,319 shares were earned under prior Performance Stock Unit (PSU) grants, reflecting achievement of specified performance criteria. These earned PSUs are scheduled to vest on March 15, 2026, provided he continues to satisfy the service-based vesting condition.

The filing also shows multiple Restricted Stock Unit (RSU) awards, each RSU representing one share of Class A common stock. Portions of these RSUs vest in quarterly installments (for example, 6.25% or 8.33% initially, with the remainder in equal quarterly tranches), contingent on Addison’s continued employment with Okta.

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^*

Addison Jonathan James

(Last) (First) (Middle)

100 FIRST STREET, 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Revenue 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		5,810(1)	A	$0	19,015(2)	D
Class A Common Stock	02/25/2026		A		12,319(3)	A	$0	31,334(4)	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	(5)							(6)	(6)	Class A Common Stock	849		849	D
Restricted Stock Units	(5)							(7)	(7)	Class A Common Stock	3,318		3,318	D
Restricted Stock Units	(5)							(8)	(8)	Class A Common Stock	14,364		14,364	D
Restricted Stock Units	(5)							(9)	(9)	Class A Common Stock	7,263		7,263	D
Restricted Stock Units	(5)							(10)	(10)	Class A Common Stock	27,720		27,720	D

Explanation of Responses:

1. On March 29, 2024, 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 5,810 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 5,810 PSUs, with each PSU representing the right to receive one share of the Issuer's Class A Common Stock.

3. 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 12,319 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 18,129 PSUs, with each PSU representing the right to receive one share of the Issuer's Class A Common Stock.

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

6. 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.

7. 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. 8.33% of the shares underlying the RSU vested on March 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.

9. 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.

10. 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.

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 equity awards did Okta (OKTA) Chief Revenue Officer Jonathan James Addison receive?

Jonathan James Addison earned additional performance-based equity awards. The compensation committee certified 5,810 and 12,319 shares under prior Performance Stock Unit grants, which may convert into Class A common stock if related service-based vesting conditions are satisfied on March 15, 2026.

When do Jonathan James Addison’s newly earned Okta (OKTA) PSUs vest?

The earned Performance Stock Units are scheduled to vest on March 15, 2026. Vesting requires that Addison continue to meet service-based employment conditions with Okta through that date, in addition to the already-achieved performance criteria described in the award footnotes.

How many Okta (OKTA) shares were earned under Jonathan James Addison’s PSU awards?

Two PSU grants were certified as earned for 5,810 and 12,319 shares of Okta Class A common stock. Each PSU represents the right to receive one share, subject to satisfaction of remaining service-based vesting conditions on March 15, 2026.

What are the vesting conditions on Jonathan James Addison’s Okta (OKTA) RSUs?

Addison’s Restricted Stock Units vest in quarterly installments tied to continued employment. Some grants vest 6.25% or 8.33% on an initial date such as June 15 or March 15, with the remaining shares vesting in equal quarterly installments over subsequent periods.

Does Jonathan James Addison’s Form 4 for Okta (OKTA) show any share sales?

The Form 4 reports acquisitions via grants and earned performance units, not open-market sales. Transactions coded as awards increased his equity holdings, while additional lines describe RSU positions and their vesting schedules rather than any dispositions of Okta shares.

What does each Okta (OKTA) PSU or RSU represent for Jonathan James Addison?

Each Performance Stock Unit and Restricted Stock Unit represents a right to receive one share of Okta Class A common stock. Conversion into actual shares depends on meeting performance criteria for PSUs and satisfying ongoing service-based vesting conditions for both PSUs and RSUs.