Kelleher Eric Robert 4

4 · Okta, Inc. · Filed Mar 23, 2026

AI-generated summary of this filing

Updated Mar 23, 2026

Okta (OKTA) President Eric Kelleher Sells Shares, Receives RSUs

What Happened

Eric Kelleher, President and Chief Operating Officer of Okta, sold 16,818 shares in an open‑market sale on March 19, 2026 at $80.00 per share, generating $1,345,440. On the same date he was granted 73,901 restricted stock units (RSUs) (derivative award) with $0 purchase price.

Key Details

Transaction date: March 19, 2026; Form 4 filed March 23, 2026.
Sale: 16,818 shares at $80.00 each for $1,345,440 (code S).
Award: 73,901 RSUs granted (code A); each RSU equals one share (footnote F2).
Sale was effected pursuant to a Rule 10b5‑1 trading plan adopted April 15, 2025 (footnote F1).
RSU vesting: 8.33% of the RSUs vest on June 15, 2026, with the remainder vesting in 11 equal quarterly installments thereafter (footnote F3). Footnotes F4 and F5 note prior 8.33% vesting on June 15, 2024 and June 15, 2025 for related awards. Footnote F6 notes certain options are fully vested and exercisable.
Shares owned after the reported transactions are not specified in the summary provided.

Context

The sale was under a pre‑arranged 10b5‑1 plan, which is commonly used to execute routine sales regardless of short‑term company news; the RSU grant is a time‑vesting compensation award and does not produce immediate proceeds until shares vest. The filing does not indicate any late filing.

Form 4

Period: 2026-03-19

See Remarks

Transactions

Sale
Class A Common Stock
[F1]
2026-03-19$80.00/sh−16,818$1,345,440→ 15,470 total
Award
Restricted Stock Units
[F2][F3]
2026-03-19+73,901→ 73,901 total
→ Class A Common Stock (73,901 underlying)

Holdings

Restricted Stock Units
[F2][F4]
→ Class A Common Stock (19,367 underlying)
19,367
Restricted Stock Units
[F2][F5]
→ Class A Common Stock (42,239 underlying)
42,239
Employee Stock Option (Right to Buy)
[F6]
Exercise: $8.97Exp: 2026-10-23→ Class B Common Stock (2,409 underlying)
2,409
Employee Stock Option (Right to Buy)
[F6]
Exercise: $211.86Exp: 2030-09-21→ Class A Common Stock (2,955 underlying)
2,955
Employee Stock Option (Right to Buy)
[F6]
Exercise: $274.96Exp: 2031-04-21→ Class A Common Stock (6,792 underlying)
6,792
Employee Stock Option (Right to Buy)
[F6]
Exercise: $255.38Exp: 2031-09-22→ Class A Common Stock (12,587 underlying)
12,587

Footnotes (6)

[F1]This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 15, 2025.
[F2]Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
[F3]8.33% of the shares underlying the RSU shall vest on June 15, 2026, 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, 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.
[F5]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.
[F6]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|2026-03-23

1 file