Okta, Inc. filings document the regulatory record of a Nasdaq-listed identity software company with Class A common stock and a dual-class voting structure referenced in annual meeting materials. Form 8-K disclosures cover operating results, supplemental investor materials, Regulation FD communications, director and officer departures, compensatory arrangements, and stockholder voting outcomes.
Proxy filings describe board elections, governance proposals, executive compensation, equity awards, pay-versus-performance information, and shareholder meeting procedures. The company’s filings also include disclosures tied to capital structure, subscription-driven financial results, remaining performance obligations, litigation-related governance matters, risk factors, and exhibits filed in Inline XBRL.
Okta, Inc. executive officer Larissa Schwartz reported equity compensation activity involving Class A Common Stock and restricted stock units. On February 25, 2026, she acquired 24,864, 7,747, and 12,319 shares of Class A Common Stock at a price of $0.00 per share through grants classified as awards or other acquisitions.
Footnotes explain these shares were earned from performance stock units granted in 2023, 2024, and 2025 after performance criteria were achieved, with vesting scheduled when service-based requirements are met on March 15, 2026. Additional footnotes describe restricted stock unit awards, each RSU representing one Class A share, with portions beginning to vest on June 15, 2022, June 15, 2023, June 15, 2024, and June 15, 2025, and the remaining shares vesting in equal quarterly installments subject to continued employment.
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.
Okta, Inc. Chief Executive Officer and director Todd McKinnon reported the earning of three performance-based equity awards in the form of Class A Common Stock on February 25, 2026. He acquired 119,298, 30,212, and 44,350 Class A shares at a reported price of $0.00 per share, reflecting Performance Stock Units that met their performance goals.
According to the footnotes, these shares will actually vest on March 15, 2026, provided that service-based vesting conditions are satisfied. The filing also lists existing indirect holdings of Class B Common Stock held by trusts and various Restricted Stock Unit and stock option positions, with options described as fully vested and exercisable.
Okta, Inc. officer Eric Robert Kelleher reported an equity award tied to earlier performance stock units. On February 25, 2026, he acquired 21,119 shares of Okta Class A common stock at a price of $0.00 per share, classified as a grant or award.
According to the footnotes, these 21,119 shares were earned based on performance criteria from performance stock units granted on March 30, 2025, and will vest once a service-based condition is satisfied on March 15, 2026. After this award, Kelleher directly held 32,385 shares of Okta Class A common stock, alongside various fully vested stock options and time-vested restricted stock units.
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.
Okta, Inc. insider Larissa Schwartz, the Chief Legal Officer and Corporate Secretary, reported a planned share sale. On 02/06/2026, she sold 1,836 shares of Class A Common Stock at $83.47 per share under a Rule 10b5-1 trading plan adopted on July 03, 2025, leaving 36,328 shares of common stock directly owned.
She also reported multiple outstanding Restricted Stock Unit awards, each RSU representing one share of Class A Common Stock. These RSUs, totaling several grants with different vesting schedules beginning on June 15, 2022, June 15, 2023, June 15, 2024, and June 15, 2025, continue to vest in equal quarterly installments subject to her continued employment.
Okta insider Larissa Schwartz has filed a Form 144 to sell common shares under Rule 144. The notice covers the planned sale of 1,836 Okta common shares through Morgan Stanley Smith Barney LLC on or about 02/06/2026 on the NASDAQ market, with an indicated aggregate market value of $150,827.40. These shares were acquired on 09/15/2020 through restricted stock units and the employee stock purchase plan.
The filing also lists multiple prior 10b5-1 plan sales of Okta common stock by Schwartz over the past three months, with individual transactions ranging from 126 to 1,054 shares per trade. Okta had 169,459,250 common shares outstanding referenced in this notice.
The Vanguard Group filed an amended Schedule 13G reporting a significant ownership position in Okta Inc. common stock. Vanguard is shown as beneficially owning 18,051,158 shares, representing 10.65% of Okta’s outstanding common stock.
Vanguard reports shared voting power over 1,461,262 shares and shared dispositive power over 18,051,158 shares, with no sole voting or dispositive power. The filing also notes an internal realignment effective January 12, 2026, after which certain Vanguard subsidiaries are expected to report beneficial ownership separately while pursuing the same investment strategies.
Okta Chief Financial Officer Brett Tighe reported an insider stock sale and updated equity holdings. On 01/13/2026, he sold 10,000 shares of Okta Class A Common Stock at a weighted average price of $95.0691 per share, in a transaction coded "S" for sale. The filing notes this sale was executed under a pre-arranged Rule 10b5-1 trading plan adopted on July 15, 2025.
Following the sale, Tighe beneficially owns 134,385 shares of Class A Common Stock directly, plus additional indirect and derivative interests. These include Class A shares held by a trust, multiple restricted stock unit awards covering 4,581, 6,298, 19,367 and 31,680 underlying Class A shares, and 69,046 shares of Class B Common Stock held by a trust, each Class B share being convertible into one Class A share with no expiration date.
Okta, Inc. reported that Chief Accounting Officer Ninan Shibu sold 1,052 shares of Class A common stock on January 13, 2026 at a price of $95 per share. The sale was coded as an open-market or private sale and was executed under a Rule 10b5-1 trading plan adopted on October 14, 2025, indicating it was pre-arranged. After this transaction, Shibu beneficially owned 17,468 shares of Class A common stock, including 119 shares acquired through a Section 423 employee stock purchase plan. He also holds several restricted stock unit awards covering 6,588, 556, 2,421 and 7,524 shares, each vesting in scheduled quarterly installments so long as his employment with Okta continues.