Okta (OKTA) CAO Ninan Shibu exercises RSUs, withholds shares for taxes

Rhea-AI Filing Summary

Okta, Inc.’s Chief Accounting Officer, Ninan Shibu, reported several compensation-related equity transactions on March 15, 2026. He exercised restricted stock units (RSUs) to acquire a total of 4,072 shares of Class A Common Stock at a price of $0.00 per share, reflecting RSU vesting.

To cover tax obligations associated with these vestings, a total of 6,413 shares of Class A Common Stock were withheld and disposed of by the issuer, which is a non-market, tax-withholding mechanism rather than an open-market sale. After these transactions, Shibu directly held 23,517 shares of Okta Class A Common Stock.

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 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 Accounting 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		4,339	D	$0	21,519	D
Class A Common Stock	03/15/2026		M		2,196	A	$0	23,715	D
Class A Common Stock	03/15/2026		F		1,118	D	$0	22,597	D
Class A Common Stock	03/15/2026		M		556	A	$0	23,153	D
Class A Common Stock	03/15/2026		F		283	D	$0	22,870	D
Class A Common Stock	03/15/2026		M		484	A	$0	23,354	D
Class A Common Stock	03/15/2026		F		247	D	$0	23,107	D
Class A Common Stock	03/15/2026		M		836	A	$0	23,943	D
Class A Common Stock	03/15/2026		F		426	D	$0	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)	03/15/2026		M			2,196	(2)	(2)	Class A Common Stock	2,196	$0	4,392	D
Restricted Stock Units	(1)	03/15/2026		M			556	(3)	(3)	Class A Common Stock	556	$0	0	D
Restricted Stock Units	(1)	03/15/2026		M			484	(4)	(4)	Class A Common Stock	484	$0	1,937	D
Restricted Stock Units	(1)	03/15/2026		M			836	(5)	(5)	Class A Common Stock	836	$0	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. 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.

3. The shares underlying the RSU fully vested on March 15, 2026.

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	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Okta (OKTA) Chief Accounting Officer Ninan Shibu report?

Ninan Shibu reported RSU vesting-related transactions on March 15, 2026. He acquired 4,072 shares of Okta Class A Common Stock through RSU exercises, while 6,413 shares were withheld and disposed of to satisfy tax liabilities tied to those equity awards.

Did Ninan Shibu buy or sell Okta (OKTA) shares on the open market?

The filing shows no open-market purchases or sales. All reported movements involve RSU exercises (code M) and tax-withholding dispositions (code F), where shares are withheld by the issuer to pay taxes, rather than traded in the public market.

How many Okta (OKTA) shares did Ninan Shibu acquire through RSU exercises?

On March 15, 2026, Ninan Shibu exercised restricted stock units representing 4,072 underlying shares of Okta Class A Common Stock. Each RSU converts into one share upon vesting, reflecting equity-based compensation rather than a cash purchase on the open market.

How many Okta (OKTA) shares were withheld for Ninan Shibu’s taxes?

A total of 6,413 Okta Class A Common Stock shares were withheld and disposed of to cover tax liabilities. These dispositions, reported under code F, reflect payment of taxes due on RSU vesting and are not considered traditional open-market stock sales.

What are Ninan Shibu’s post-transaction holdings in Okta (OKTA) stock?

Following the March 15, 2026 transactions, Ninan Shibu directly held 23,517 shares of Okta Class A Common Stock. This figure reflects his position after the RSU exercises and the issuer’s share-withholding for associated tax obligations on the vested awards.

What do the RSU footnotes in Ninan Shibu’s Okta (OKTA) Form 4 explain?

The footnotes explain that each RSU equals one Okta Class A share and detail vesting schedules. Portions vested on dates such as September 15, 2023 and June 15, 2024, with remaining shares vesting in equal quarterly installments, subject to continued employment.