Kelleher Eric Robert 4
4 · Okta, Inc. · Filed Feb 27, 2026
Research Summary
AI-generated summary of this filing
Okta (OKTA) President/COO Eric Kelleher Receives 21,119-Share Award
What Happened Eric R. Kelleher, President and Chief Operating Officer of Okta, was granted/awarded 21,119 Performance Stock Units (PSUs) on February 25, 2026 (transaction code A). The acquisition price is reported as $0.00 per share (total $0). Per the filing, the Compensation Committee determined on Feb 25, 2026 that 21,119 PSUs were earned based on performance criteria; those PSUs will vest when the service-based vesting condition is met on March 15, 2026.
Key Details
- Transaction date: 2026-02-25; Form 4 filed: 2026-02-27 (appears timely, filed two days after the transaction).
- Transaction type/code: A = Award/Grant; reported acquisition price $0.00; total reported value $0.
- Award specifics: 21,119 PSUs; each PSU equals the right to receive one share of Okta Class A common stock (Footnotes F1, F2).
- Vesting: PSUs were earned on 2/25/2026 for achievement of performance goals; vesting will occur on 3/15/2026 upon satisfaction of service-based vesting criteria (F1).
- Shares owned after transaction: Not specified in the filing.
- Role: Reporting person listed as President and Chief Operating Officer (remark).
Context PSUs are contingent awards that convert to shares only upon vesting; this is not an immediate cash event or open-market purchase/sale. The award reflects performance-based compensation determined by the board and will become actual shares (and potentially taxable) only if/when the service vesting condition is met on March 15, 2026.
Insider Transaction Report
- Award
Class A Common Stock
[F1][F2]2026-02-25+21,119→ 32,385 total
- 2,409
Employee Stock Option (Right to Buy)
[F3]Exercise: $8.97Exp: 2026-10-23→ Class B Common Stock (2,409 underlying) - 2,955
Employee Stock Option (Right to Buy)
[F3]Exercise: $211.86Exp: 2030-09-21→ Class A Common Stock (2,955 underlying) - 6,792
Employee Stock Option (Right to Buy)
[F3]Exercise: $274.96Exp: 2031-04-21→ Class A Common Stock (6,792 underlying) - 12,587
Employee Stock Option (Right to Buy)
[F3]Exercise: $255.38Exp: 2031-09-22→ Class A Common Stock (12,587 underlying) - 1,188
Restricted Stock Units
[F4][F5]→ Class A Common Stock (1,188 underlying) - 9,953
Restricted Stock Units
[F4][F6]→ Class A Common Stock (9,953 underlying) - 24,209
Restricted Stock Units
[F4][F7]→ Class A Common Stock (24,209 underlying) - 47,519
Restricted Stock Units
[F4][F8]→ Class A Common Stock (47,519 underlying)
Footnotes (8)
- [F1]On March 30, 2025, 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 21,119 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 21,119 PSUs, with each PSU representing the right to receive one share of the Issuer's Class A Common Stock.
- [F3]The shares subject to the option are fully vested and exercisable by the Reporting Person.
- [F4]Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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.