Kelleher Eric Robert 4

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.