Kelleher Eric Robert 4

What Happened

• Eric R. Kelleher, President and Chief Operating Officer of Okta, converted/exercised derivative securities into 2,409 shares and immediately sold those 2,409 shares in an open-market transaction on April 1, 2026. The shares were sold at $80.00 each for total proceeds of $192,720. The conversions/exercises show $0 per-share acquisition cost in the filing (i.e., the shares resulted from conversion/exercise rather than a cash purchase).

Key Details

• Transaction date: April 1, 2026. Sale price: $80.00 per share; total proceeds $192,720.
• Sequence reported: conversion/exercise of derivatives to acquire 2,409 shares, followed by an open-market sale of 2,409 shares.
• Sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 15, 2025 (footnote F2).
• Footnotes indicate various derivative/award types and vesting mechanics (RSUs, options fully vested, Class B→A conversion rights). The filing shows acquisition price $0 for the derivative conversions/exercises.
• Shares owned after the transaction are not specified in the provided filing summary.
• Filing date: April 3, 2026 — appears to be timely (filed within typical Form 4 reporting window).

Context

• This was essentially a conversion/exercise of derivative awards followed by an immediate sale (a common pattern when awards vest or are exercised and the holder sells shares to realize proceeds). The sale was executed under a pre-established 10b5-1 plan, which sets predetermined rules for timing trades. This is a routine insider sale for liquidity and does not by itself indicate the insider’s view on the company’s prospects.