Okta (OKTA) CAO Shibu Ninan earns performance stock and RSU awards

Rhea-AI Filing Summary

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

Okta, Inc. Chief Accounting Officer Shibu Ninan reported stock-based compensation activity. On February 25, 2026, three performance stock unit awards were certified as earned for 3,109, 1,937, and 3,344 shares of Class A common stock at $0.00 per share, with vesting tied to continued service through March 15, 2026. The filing also updates his direct holdings of several restricted stock unit grants with specified quarterly vesting schedules.

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)
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		3,109(1)	A	$0	20,577(2)	D
Class A Common Stock	02/25/2026		A		1,937(3)	A	$0	22,514(4)	D
Class A Common Stock	02/25/2026		A		3,344(5)	A	$0	25,858(6)	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	(7)							(8)	(8)	Class A Common Stock	6,588		6,588	D
Restricted Stock Units	(7)							(9)	(9)	Class A Common Stock	556		556	D
Restricted Stock Units	(7)							(10)	(10)	Class A Common Stock	2,421		2,421	D
Restricted Stock Units	(7)							(11)	(11)	Class A Common Stock	7,524		7,524	D

Explanation of Responses:

1. On March 21, 2023, 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 3,109 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 3,109 PSUs, with each PSU representing the right to receive one share of the Issuer's Class A Common Stock.

3. On March 29, 2024, 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 1,937 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 5,046 PSUs, with each PSU representing the right to receive one share of the Issuer's Class A Common Stock.

5. 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 3,344 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.

6. Includes 8,390 PSUs, with each PSU representing the right to receive one share of the Issuer's Class A Common Stock.

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

8. 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.

9. 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.

10. 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.

11. 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 insider transaction did Okta (OKTA) report for Shibu Ninan?

Okta reported that Chief Accounting Officer Shibu Ninan had three performance stock unit awards certified as earned, covering 3,109, 1,937 and 3,344 Class A shares. These awards were granted at no cash cost and will vest subject to continued employment.

Were the Okta (OKTA) shares acquired by Shibu Ninan open-market purchases?

No, the shares relate to stock-based compensation awards, not open-market purchases. The Form 4 shows awards coded as acquisitions at a price of $0.00 per share, reflecting performance stock units earned under Okta’s incentive programs.

What conditions apply to Shibu Ninan’s new Okta (OKTA) stock awards?

The awards were earned after performance goals were met and will vest only if service-based conditions are satisfied. Vesting is scheduled around March 15, 2026, meaning Ninan must remain employed with Okta through that date to receive the underlying shares.

How do performance stock units work in Okta (OKTA) insider awards?

Each performance stock unit (PSU) represents the right to receive one Okta Class A share if conditions are met. First, performance criteria must be achieved; then shares vest over time based on continued employment, aligning executive compensation with company performance and retention.

What does the Form 4 reveal about Okta (OKTA) restricted stock units for Shibu Ninan?

The Form 4 updates Ninan’s restricted stock unit (RSU) balances, each RSU representing one Class A share. Footnotes describe schedules where a portion vested initially, with remaining units vesting in equal quarterly installments contingent on his continued employment at Okta.