Ninan Shibu 4

What Happened

• Ninan Shibu, Chief Accounting Officer of Okta (OKTA), was credited with three awards of performance stock units (PSUs) that the company’s Compensation Committee determined were earned on February 25, 2026. The awards total 8,390 PSUs (3,109 + 1,937 + 3,344).
• Each PSU represents the right to receive one share of Okta Class A common stock. The awards were reported as acquisitions at $0.00 per share (transaction code A); actual issuance of shares will occur only when service-based vesting conditions are met (vesting date set as March 15, 2026).

Key Details

• Transaction date: February 25, 2026 (filing date: February 27, 2026). Transaction code: A (award/grant).
• Awards determined earned: 3,109 PSUs (grant originally 3/21/2023), 1,937 PSUs (grant originally 3/29/2024), 3,344 PSUs (grant originally 3/30/2025) — total 8,390 PSUs.
• Reported acquisition price: $0.00 per unit; total cash paid: $0.
• Vesting: Compensation Committee determined the performance conditions were met on 2/25/2026; shares will vest upon satisfaction of service-based vesting criteria on March 15, 2026 (per filing footnotes).
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Filing timeliness: Filed within the typical Form 4 window (filed 2 days after the transaction); not indicated as late.

Context

• These are performance-based awards (PSUs). The committee’s determination means performance targets were achieved, but the recipient must still meet service/vesting conditions for actual shares to be issued.
• Awards reported at $0 are common for stock-unit grants; this is not a market purchase or sale and does not represent an immediate cash investment or liquidation by the insider.
• For retail investors, such awards signal compensation outcomes (performance goals met) but are not the same as an insider buying stock with their own funds.