Okta, Inc.·4

Feb 27, 5:25 PM ET

Tighe Brett 4

4 · Okta, Inc. · Filed Feb 27, 2026

Research Summary

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Okta (OKTA) CFO Brett Tighe Receives 64,798-Share Award

What Happened

  • Brett Tighe, Chief Financial Officer of Okta, received awards totaling 64,798 performance stock units (PSUs) (transaction code A) that were determined to be earned by the Compensation Committee on Feb 25, 2026. The awards show $0.00 price per share (they are compensation, not a purchase). Vesting is subject to service-based criteria and is scheduled to occur on March 15, 2026 if the service requirement is met.

Key Details

  • Transaction date: Feb 25, 2026; Filed: Feb 27, 2026 (filed two days after the transaction; appears timely).
  • Shares/units reported: 35,226 PSUs (from 3/21/2023 grant), 15,493 PSUs (from 3/29/2024 grant), and 14,079 PSUs (from 3/30/2025 grant) — total 64,798 PSUs. Price: $0.00 (award).
  • Each PSU equals the right to receive one share of Class A common stock upon vesting.
  • Vesting: The Committee determined the performance conditions were met on Feb 25, 2026; the awards will vest once the service-based vesting criterion is satisfied on March 15, 2026.
  • Shares owned after the transaction: not specified in the provided filing.
  • No sale, purchase, tax-withholding or 10b5-1 plan noted in this filing.

Context

  • PSUs are performance-based compensation: the awards were "earned" based on achieving pre-set performance goals but will only convert into actual shares if the officer remains employed through the service vesting date. This is an award (compensation) event, not a market purchase or sale, and does not by itself indicate buying or selling sentiment.

Insider Transaction Report

Form 4
Period: 2026-02-25
Tighe Brett
Chief Financial Officer
Transactions
  • Award

    Class A Common Stock

    [F1][F2]
    2026-02-25+35,226169,611 total
  • Award

    Class A Common Stock

    [F3][F4]
    2026-02-25+15,493185,104 total
  • Award

    Class A Common Stock

    [F5][F6]
    2026-02-25+14,079199,183 total
Holdings
  • Class A Common Stock

    (indirect: By Trust)
    1,250
  • Restricted Stock Units

    [F7][F8]
    Class A Common Stock (4,581 underlying)
    4,581
  • Restricted Stock Units

    [F7][F9]
    Class A Common Stock (6,298 underlying)
    6,298
  • Restricted Stock Units

    [F7][F10]
    Class A Common Stock (19,367 underlying)
    19,367
  • Restricted Stock Units

    [F7][F11]
    Class A Common Stock (31,680 underlying)
    31,680
  • Class B Common Stock

    [F12]
    (indirect: By Trust)
    Class A Common Stock (69,046 underlying)
    69,046
Footnotes (12)
  • [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 35,226 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.
  • [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]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.
  • [F2]Includes 35,226 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 15,493 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 50,719 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 14,079 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 64,798 PSUs, with each PSU representing the right to receive one share of the Issuer's Class A Common Stock.
  • [F7]Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
  • [F8]6.25% of the shares underlying the RSU vested on June 15, 2022, and the remaining shares underlying the RSU shall vest in 15 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.
  • [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.
Signature
/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person|2026-02-27

Documents

1 file
  • 4
    wk-form4_1772231135.xmlPrimary

    FORM 4