Form 4: Okta CAO Shibu Ninan Acquires Shares from PSU Vesting
Insider Transaction Report
Okta's Chief Accounting Officer, Shibu Ninan, acquired additional Class A Common Stock through the vesting of Performance Stock Units.
Summary
- Shibu Ninan, Okta's Chief Accounting Officer, acquired 3,109 shares of Class A Common Stock on February 25, 2026, from Performance Stock Units (PSUs) granted on March 21, 2023, after performance criteria were met.
- An additional 1,937 shares of Class A Common Stock were acquired on February 25, 2026, from PSUs granted on March 29, 2024, following the achievement of performance criteria.
- A further 3,344 shares of Class A Common Stock were acquired on February 25, 2026, from PSUs granted on March 30, 2025, due to the satisfaction of performance criteria.
- The acquisitions were non-cash transactions (price $0) related to compensation.
- Following these transactions, Shibu Ninan beneficially owns 25,858 shares of Class A Common Stock, including various outstanding Performance Stock Units and Restricted Stock Units.
- Outstanding Restricted Stock Units (RSUs) include 6,588, 556, 2,421, and 7,524 units, each representing the right to receive one share of Class A Common Stock, subject to service-based vesting schedules.
Sentiment
Score: 6
Explanation: StockSavvy.ai views this as a neutral to slightly positive event, as it reflects the successful achievement of performance targets by a key executive, which is generally a good sign for company performance, but it is a routine compensation disclosure.
Positives
- Management (Chief Accounting Officer) successfully met performance criteria for Performance Stock Units, leading to the vesting of shares.
- The vesting of PSUs and RSUs aligns management's interests with those of shareholders by increasing insider ownership.
Future Outlook
The service-based vesting criteria for the recently earned Performance Stock Units are expected to be satisfied on March 15, 2026. Remaining shares underlying various Restricted Stock Unit grants will continue to vest in quarterly installments, subject to the Reporting Person's continuous employment.
Industry Context
StockSavvy.ai notes that this Form 4 filing details a routine compensation event for a senior executive, reflecting the vesting of previously granted performance and restricted stock units. Such filings are common across publicly traded companies as part of their executive compensation structures, designed to incentivize long-term performance and retention.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Compensation Committee Determination | The Compensation Committee of the Board of Directors determined that the performance criteria for various Performance Stock Units were achieved on February 25, 2026. | 02/25/2026 | This determination confirms the achievement of pre-defined performance targets, leading to the vesting of executive compensation and reinforcing the company's performance-based incentive structure. |
Stakeholder Impact
- Shareholders: Increased alignment of management's interests with shareholders through increased insider stock ownership.
- Employees: Demonstrates the company's commitment to its executive compensation plans and the achievement of performance targets.
Next Steps
- Satisfaction of service-based vesting criteria for PSUs on March 15, 2026.
- Continued quarterly vesting of remaining Restricted Stock Units as per their respective schedules.
Key Dates
| Date | Description |
|---|---|
| 03/21/2023 | Reporting Person was granted Performance Stock Units (PSUs). |
| 06/15/2023 | 8.33% of shares underlying a specific RSU grant (Note 9) vested. |
| 09/15/2023 | 25% of shares underlying a specific RSU grant (Note 8) vested. |
| 03/29/2024 | Reporting Person was granted Performance Stock Units (PSUs). |
| 06/15/2024 | 8.33% of shares underlying a specific RSU grant (Note 10) vested. |
| 03/30/2025 | Reporting Person was granted Performance Stock Units (PSUs). |
| 06/15/2025 | 8.33% of shares underlying a specific RSU grant (Note 11) vested. |
| 02/25/2026 | Compensation Committee determined performance criteria for PSUs were achieved, leading to the earning of shares. |
| 02/27/2026 | Date of filing signature. |
| 03/15/2026 | Service-based vesting criteria for earned PSUs are to be satisfied. |
Recommendation
holdThis Form 4 filing details routine executive compensation through the vesting of performance and restricted stock units. It does not contain new fundamental information that would warrant a change in investment recommendation. The transactions are expected and reflect the execution of pre-existing compensation plans.
Keywords
Okta, OKTA, Form 4, Insider Transaction, Shibu Ninan, Performance Stock Units, Restricted Stock Units, Stock Compensation, Beneficial Ownership
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