Okta (NASDAQ: OKTA) CAO awarded 13,549 RSUs with staged vesting

Rhea-AI Filing Summary

Ninan Shibu reported acquisition or exercise transactions in this Form 4 filing.

Okta, Inc. Chief Accounting Officer Shibu Ninan received a grant of 13,549 Restricted Stock Units on March 19, 2026. Each RSU represents one share of Okta Class A common stock. This is a stock-based compensation award, not an open-market share purchase or sale.

According to the terms, 8.33% of the shares underlying this RSU grant will vest on June 15, 2026, with the remaining shares vesting in 11 equal quarterly installments, contingent on continued employment. The filing also shows previously granted RSUs covering 4,392, 1,937 and 6,688 underlying shares, and direct holdings of 23,517 Okta Class A common shares.

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^*

Ninan Shibu

(Last) (First) (Middle)

100 FIRST STREET, 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting 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								23,517	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		13,549		(2)	(2)	Class A Common Stock	13,549	$0	13,549	D
Restricted Stock Units	(1)							(3)	(3)	Class A Common Stock	4,392		4,392	D
Restricted Stock Units	(1)							(4)	(4)	Class A Common Stock	1,937		1,937	D
Restricted Stock Units	(1)							(5)	(5)	Class A Common Stock	6,688		6,688	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. 25% of the shares underlying the RSU vested on September 15, 2023, and the remaining shares underlying the RSU shall vest in 12 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, 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.

5. 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	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) disclose about Shibu Ninan’s recent equity award?

Okta disclosed that Chief Accounting Officer Shibu Ninan received 13,549 Restricted Stock Units. Each RSU equals one share of Class A common stock, granted as compensation on March 19, 2026, with vesting tied to continued employment over multiple future dates.

How do the new RSUs for Okta (OKTA) CAO Shibu Ninan vest?

8.33% of the new RSUs vest on June 15, 2026, with the rest quarterly. The remaining shares vest in 11 equal quarterly installments after that date, provided Shibu Ninan remains continuously employed by Okta on each scheduled vesting date.

What does each Okta (OKTA) RSU granted to Shibu Ninan represent?

Each Okta RSU represents the right to receive one Class A common share. Once the RSUs vest under the defined schedule and employment conditions, they convert into Okta Class A common stock delivered to the executive without an exercise price.

What other RSU positions does Okta (OKTA) CAO Shibu Ninan hold?

The filing shows prior RSU awards covering 4,392, 1,937 and 6,688 underlying shares. These earlier grants vest based on separate schedules beginning on September 15, 2023, June 15, 2024, and June 15, 2025, subject to continued employment with Okta.

How many Okta (OKTA) Class A shares does Shibu Ninan directly own after this filing?

The filing reports 23,517 directly held Okta Class A common shares. This ownership figure is separate from the unvested RSUs, which represent additional potential shares that will be delivered only as their respective vesting conditions are satisfied.

Is Shibu Ninan’s Okta (OKTA) RSU grant an open-market stock purchase?

No, the RSU grant is a compensation award, not a market purchase. The RSUs were granted at a stated price of $0.00 per unit and deliver Okta Class A shares over time, contingent on Ninan’s continued employment with the company.