Todd McKinnon - 25 Feb 2026 Form 4 Insider Report for Okta, Inc. (OKTA)

Role
Chief Executive Officer, Director
Signature
/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person
Issuer symbol
OKTA
Transactions as of
25 Feb 2026
Net transactions value
$0
Form type
4
Filing time
27 Feb 2026, 17:21:17 UTC
Previous filing
23 Dec 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
McKinnon Todd Chief Executive Officer, Director 100 FIRST ST, SUITE 600, SAN FRANCISCO /s/ Larissa Schwartz, attorney-in-fact of the Reporting Person 27 Feb 2026 0001700626

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OKTA Class A Common Stock Award $0 +119,298 $0.000000 119,298 25 Feb 2026 Direct F1, F2
transaction OKTA Class A Common Stock Award $0 +30,212 +25% $0.000000 149,510 25 Feb 2026 Direct F3, F4
transaction OKTA Class A Common Stock Award $0 +44,350 +30% $0.000000 193,860 25 Feb 2026 Direct F5, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding OKTA Class B Common Stock 6,383,887 25 Feb 2026 Class A Common Stock 6,383,887 By Trust F7
holding OKTA Class B Common Stock 128,247 25 Feb 2026 Class A Common Stock 128,247 By Trust F7
holding OKTA Restricted Stock Units 10,506 25 Feb 2026 Class A Common Stock 10,506 Direct F8, F9
holding OKTA Restricted Stock Units 25,177 25 Feb 2026 Class A Common Stock 25,177 Direct F8, F10
holding OKTA Restricted Stock Units 66,527 25 Feb 2026 Class A Common Stock 66,527 Direct F8, F11
holding OKTA Employee Stock Option (Right to Buy) 32,251 25 Feb 2026 Class A Common Stock 32,251 $82.16 Direct F12
holding OKTA Employee Stock Option (Right to Buy) 48,372 25 Feb 2026 Class A Common Stock 48,372 $142.47 Direct F12
holding OKTA Employee Stock Option (Right to Buy) 63,667 25 Feb 2026 Class A Common Stock 63,667 $274.96 Direct F12
holding OKTA Employee Stock Option (Right to Buy) 127,334 25 Feb 2026 Class A Common Stock 127,334 $274.96 Direct F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 119,298 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.
F2 Includes 119,298 PSUs, with each PSU representing the right to receive one share of the Issuer's Class A Common Stock.
F3 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 30,212 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.
F4 Includes 149,510 PSUs, with each PSU representing the right to receive one share of the Issuer's Class A Common Stock.
F5 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 44,350 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.
F6 Includes 193,860 PSUs, with each PSU representing the right to receive one share of the Issuer's Class A Common Stock.
F7 Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.
F8 Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
F9 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.
F10 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.
F11 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.
F12 The shares subject to the option are fully vested and exercisable by the Reporting Person.