Kelleher Eric Robert 4

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.