McKinnon Todd 4

4 · Okta, Inc. · Filed Mar 23, 2026

AI-generated summary of this filing

Updated Mar 23, 2026

Okta CEO Todd McKinnon Receives RSU Award

What Happened

Todd McKinnon, Chief Executive Officer of Okta, was granted 103,462 Restricted Stock Units (RSUs) on March 19, 2026. The grant is reported as a derivative award with a reported acquisition price of $0.00 (no cash paid at grant). Each RSU represents the right to receive one share of the issuer's Class A common stock when vested.

Key Details

Transaction date and price: March 19, 2026; 103,462 RSUs granted at $0.00 (derivative award).
Vesting: Footnotes state each RSU equals one share; 8.33% of the shares underlying the RSU vest on June 15, 2026, with the remaining shares vesting in 11 equal quarterly installments thereafter (i.e., roughly a 3-year quarterly schedule). Related notes reference 8.33% vesting on June 15 of 2024 and 2025 for prior awards.
Shares owned after transaction: Not specified in the provided filing.
Filing timeliness: Report was filed on March 23, 2026 for a March 19, 2026 grant — filed within the Section 16 reporting window (timely).
Other filing notes: The form includes standard explanatory footnotes about RSU treatment; no 10b5-1 plan, tax-withholding sale, or immediate sale was reported for this grant.

Context

RSUs are a common form of executive compensation that vest over time and convert into company shares when they vest; they do not represent an open-market purchase or sale and therefore are not a direct market sentiment signal.
No cash was exchanged at grant; taxes and any share withholding would apply later at vesting. This is a deferred compensation award rather than an exercise or sale transaction.

Form 4

Period: 2026-03-19

DirectorChief Executive Officer

Transactions

Award
Restricted Stock Units
[F1][F2]
2026-03-19+103,462→ 103,462 total
→ Class A Common Stock (103,462 underlying)

Holdings

Class A Common Stock
108,346
Restricted Stock Units
[F1][F3]
→ Class A Common Stock (20,141 underlying)
20,141
Restricted Stock Units
[F1][F4]
→ Class A Common Stock (59,135 underlying)
59,135
Class B Common Stock
[F5]
(indirect: By Trust)
→ Class A Common Stock (6,383,887 underlying)
6,383,887
Class B Common Stock
[F5]
(indirect: By Trust)
→ Class A Common Stock (128,247 underlying)
128,247
Employee Stock Option (Right to Buy)
[F6]
Exercise: $82.16Exp: 2029-03-24→ Class A Common Stock (32,251 underlying)
32,251
Employee Stock Option (Right to Buy)
[F6]
Exercise: $142.47Exp: 2030-04-14→ Class A Common Stock (48,372 underlying)
48,372
Employee Stock Option (Right to Buy)
[F6]
Exercise: $274.96Exp: 2031-04-21→ Class A Common Stock (127,334 underlying)
127,334
Employee Stock Option (Right to Buy)
[F6]
Exercise: $274.96Exp: 2031-04-21→ Class A Common Stock (63,667 underlying)
63,667

Footnotes (6)

[F1]Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
[F2]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.
[F3]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.
[F4]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.
[F5]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.
[F6]The shares subject to the option are fully vested and exercisable by the Reporting Person.

Signature

/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person|2026-03-23

1 file