Okta, Inc.·4

Mar 17, 6:02 PM ET

Kelleher Eric Robert 4

4 · Okta, Inc. · Filed Mar 17, 2026

Research Summary

AI-generated summary of this filing

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Okta (OKTA) President Eric Kelleher Receives Vested RSU Shares

What Happened
Eric Robert Kelleher, President and Chief Operating Officer of Okta, had restricted stock units (RSUs) fully vest on March 15, 2026. The filing shows the conversion/exercise of RSU derivatives (transaction code M) and the withholding/disposition of shares to satisfy tax liabilities (code F). In total, 42,623 RSU-based shares vested and converted; of those, 21,360 shares were withheld to cover taxes and 21,263 shares were issued to Kelleher. All conversions are reported at $0.00 per share (typical for RSU vesting).

Key Details

  • Transaction date: March 15, 2026; Form filed March 17, 2026 (reported timely).
  • Transaction codes: M = conversion/exercise of derivative (RSU conversion); F = payment of tax liability (shares withheld).
  • Shares vested/converted (total underlying RSUs): 42,623 (derived from reported conversion and withholding lines).
  • Shares withheld for taxes (disposed): 21,360.
  • Shares issued to insider (net received): 21,263.
  • Price reported: $0.00 per share (RSU conversion — not an open-market purchase/sale).
  • Footnotes: F1 = each RSU equals one Class A common share; F2 = the RSUs fully vested on March 15, 2026; F3–F4 describe prior vesting schedules; F5 notes any related options were fully vested and exercisable.
  • Filing timeliness: Filed two days after the transaction date (March 17), consistent with standard Form 4 timing.

Context
This was a compensation/vesting event (RSU conversion) with shares withheld to satisfy tax obligations — a routine administrative transaction rather than an open-market sale or a purchase that signals new insider buying. The derivative entries reflect RSU conversion into common stock (M), and the F entries reflect the company withholding shares to pay taxes. No open-market sale (S) or purchase (P) is reported in this filing.

Insider Transaction Report

Form 4
Period: 2026-03-15
Transactions
  • Tax Payment

    Class A Common Stock

    2026-03-1510,53921,846 total
  • Exercise/Conversion

    Class A Common Stock

    2026-03-15+1,18823,034 total
  • Tax Payment

    Class A Common Stock

    2026-03-1560522,429 total
  • Exercise/Conversion

    Class A Common Stock

    2026-03-15+9,95332,382 total
  • Tax Payment

    Class A Common Stock

    2026-03-155,06527,317 total
  • Exercise/Conversion

    Class A Common Stock

    2026-03-15+4,84232,159 total
  • Tax Payment

    Class A Common Stock

    2026-03-152,46429,695 total
  • Exercise/Conversion

    Class A Common Stock

    2026-03-15+5,28034,975 total
  • Tax Payment

    Class A Common Stock

    2026-03-152,68732,288 total
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F2]
    2026-03-151,1880 total
    Class A Common Stock (1,188 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F2]
    2026-03-159,9530 total
    Class A Common Stock (9,953 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F3]
    2026-03-154,84219,367 total
    Class A Common Stock (4,842 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F4]
    2026-03-155,28042,239 total
    Class A Common Stock (5,280 underlying)
Holdings
  • Employee Stock Option (Right to Buy)

    [F5]
    Exercise: $8.97Exp: 2026-10-23Class B Common Stock (2,409 underlying)
    2,409
  • Employee Stock Option (Right to Buy)

    [F5]
    Exercise: $211.86Exp: 2030-09-21Class A Common Stock (2,955 underlying)
    2,955
  • Employee Stock Option (Right to Buy)

    [F5]
    Exercise: $274.96Exp: 2031-04-21Class A Common Stock (6,792 underlying)
    6,792
  • Employee Stock Option (Right to Buy)

    [F5]
    Exercise: $255.38Exp: 2031-09-22Class A Common Stock (12,587 underlying)
    12,587
Footnotes (5)
  • [F1]Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
  • [F2]The shares underlying the RSU fully vested on March 15, 2026.
  • [F3]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.
  • [F4]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.
  • [F5]The shares subject to the option are fully vested and exercisable by the Reporting Person.
Signature
/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person|2026-03-17

Documents

1 file
  • 4
    wk-form4_1773784926.xmlPrimary

    FORM 4