Eric Robert Kelleher - 25 Feb 2026 Form 4 Insider Report for Okta, Inc. (OKTA)

Role
President and Chief Operating Officer
Signature
/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person
Issuer symbol
OKTA
Transactions as of
25 Feb 2026
Net transactions value
$0
Form type
4
Filing time
27 Feb 2026, 17:19:38 UTC
Previous filing
06 Jan 2026
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Kelleher Eric Robert President and Chief Operating Officer 100 FIRST STREET, SUITE 600, SAN FRANCISCO /s/ Larissa Schwartz, attorney-in-fact of the Reporting Person 27 Feb 2026 0002053652

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OKTA Class A Common Stock Award $0 +21,119 +187% $0.000000 32,385 25 Feb 2026 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding OKTA Employee Stock Option (Right to Buy) 2,409 25 Feb 2026 Class B Common Stock 2,409 $8.97 Direct F3
holding OKTA Employee Stock Option (Right to Buy) 2,955 25 Feb 2026 Class A Common Stock 2,955 $211.86 Direct F3
holding OKTA Employee Stock Option (Right to Buy) 6,792 25 Feb 2026 Class A Common Stock 6,792 $274.96 Direct F3
holding OKTA Employee Stock Option (Right to Buy) 12,587 25 Feb 2026 Class A Common Stock 12,587 $255.38 Direct F3
holding OKTA Restricted Stock Units 1,188 25 Feb 2026 Class A Common Stock 1,188 Direct F4, F5
holding OKTA Restricted Stock Units 9,953 25 Feb 2026 Class A Common Stock 9,953 Direct F4, F6
holding OKTA Restricted Stock Units 24,209 25 Feb 2026 Class A Common Stock 24,209 Direct F4, F7
holding OKTA Restricted Stock Units 47,519 25 Feb 2026 Class A Common Stock 47,519 Direct F4, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On March 30, 2025, the Reporting Person was granted Performance Stock Units ("PSUs"), the vesting of which is subject to the achievement of certain performance criteria and to a service-based vesting criteria. On February 25, 2026, the Compensation Committee of the Board of Directors determined that 21,119 shares of the Issuer's Class A Common Stock were earned as result of the achievement of the performance criteria, with vesting to occur once the service-based vesting criteria are satisfied on March 15, 2026.
F2 Includes 21,119 PSUs, with each PSU representing the right to receive one share of the Issuer's Class A Common Stock.
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 6.25% of the shares underlying the RSU vested on June 15, 2022, and the remaining shares underlying the RSU shall vest in 15 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, 2023, 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 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.
F8 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.

Remarks:

President and Chief Operating Officer