Kelleher Eric Robert 4

4 · Okta, Inc. · Filed Apr 3, 2026

AI-generated summary of this filing

Updated Apr 3, 2026

Okta (OKTA) President Eric Kelleher Sells 2,409 Shares

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.

Form 4

Period: 2026-04-01

See Remarks

Transactions

Conversion
Class A Common Stock
[F1]
2026-04-01+2,409→ 17,879 total
Sale
Class A Common Stock
[F2]
2026-04-01$80.00/sh−2,409$192,720→ 15,470 total
Exercise/Conversion
Employee Stock Option (Right to Buy)
[F3]
2026-04-01−2,409→ 0 total
Exercise: $8.97Exp: 2026-10-23→ Class B Common Stock (2,409 underlying)
Exercise/Conversion
Class B Common Stock
[F1]
2026-04-01+2,409→ 2,409 total
→ Class A Common Stock (2,409 underlying)
Conversion
Class B Common Stock
[F1]
2026-04-01−2,409→ 0 total
→ Class A Common Stock (2,409 underlying)

Holdings

Employee Stock Option (Right to Buy)
[F3]
Exercise: $211.86Exp: 2030-09-21→ Class A Common Stock (2,955 underlying)
2,955
Employee Stock Option (Right to Buy)
[F3]
Exercise: $274.96Exp: 2031-04-21→ Class A Common Stock (6,792 underlying)
6,792
Employee Stock Option (Right to Buy)
[F3]
Exercise: $255.38Exp: 2031-09-22→ Class A Common Stock (12,587 underlying)
12,587
Restricted Stock Units
[F4][F5]
→ Class A Common Stock (19,367 underlying)
19,367
Restricted Stock Units
[F4][F6]
→ Class A Common Stock (42,239 underlying)
42,239
Restricted Stock Units
[F4][F7]
→ Class A Common Stock (73,901 underlying)
73,901

Footnotes (7)

[F1]Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.
[F2]This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 15, 2025.
[F3]The shares subject to the option are fully vested and exercisable by the Reporting Person.
[F4]Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
[F5]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.
[F6]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.
[F7]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.

Signature

/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person|2026-04-03

1 file