Okta (OKTA) officer earns 21,119 performance-based stock units

Rhea-AI Filing Summary

Okta, Inc. officer Eric Robert Kelleher reported an equity award tied to earlier performance stock units. On February 25, 2026, he acquired 21,119 shares of Okta Class A common stock at a price of $0.00 per share, classified as a grant or award.

According to the footnotes, these 21,119 shares were earned based on performance criteria from performance stock units granted on March 30, 2025, and will vest once a service-based condition is satisfied on March 15, 2026. After this award, Kelleher directly held 32,385 shares of Okta Class A common stock, alongside various fully vested stock options and time-vested restricted stock units.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kelleher Eric Robert

(Last) (First) (Middle)

100 FIRST STREET, SUITE 600

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Okta, Inc. [ OKTA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/25/2026		A		21,119(1)	A	$0	32,385(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$8.97							(3)	10/23/2026	Class B Common Stock	2,409		2,409	D
Employee Stock Option (Right to Buy)	$211.86							(3)	09/21/2030	Class A Common Stock	2,955		2,955	D
Employee Stock Option (Right to Buy)	$274.96							(3)	04/21/2031	Class A Common Stock	6,792		6,792	D
Employee Stock Option (Right to Buy)	$255.38							(3)	09/22/2031	Class A Common Stock	12,587		12,587	D
Restricted Stock Units	(4)							(5)	(5)	Class A Common Stock	1,188		1,188	D
Restricted Stock Units	(4)							(6)	(6)	Class A Common Stock	9,953		9,953	D
Restricted Stock Units	(4)							(7)	(7)	Class A Common Stock	24,209		24,209	D
Restricted Stock Units	(4)							(8)	(8)	Class A Common Stock	47,519		47,519	D

Explanation of Responses:

1. 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.

2. Includes 21,119 PSUs, with each PSU representing the right to receive one share of the Issuer's Class A Common Stock.

3. The shares subject to the option are fully vested and exercisable by the Reporting Person.

4. Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

5. 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.

6. 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.

7. 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.

8. 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

	/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person	02/27/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Okta (OKTA) report for Eric Robert Kelleher?

Okta reported that officer Eric Robert Kelleher acquired 21,119 shares of Class A common stock as a grant or award. The shares relate to performance stock units earned after meeting performance criteria and will vest upon satisfying a service condition on March 15, 2026.

How many Okta shares did Eric Robert Kelleher hold after this Form 4 transaction?

Following the reported transaction, Eric Robert Kelleher directly held 32,385 shares of Okta Class A common stock. The filing also shows additional equity interests through fully vested stock options and restricted stock units, which represent rights to receive more shares over a scheduled vesting period.

What are the terms of the 21,119 Okta shares reported as acquired on February 25, 2026?

The 21,119 shares were earned from performance stock units granted March 30, 2025, after meeting specified performance criteria. These shares will vest once a service-based vesting requirement is met on March 15, 2026, meaning continued employment is required until that date.

How do Okta performance stock units (PSUs) work in this Eric Kelleher filing?

Each performance stock unit represents the right to receive one Okta Class A share if certain conditions are met. For Kelleher, 21,119 PSUs were earned based on performance goals, and the corresponding shares will vest after a separate service-based vesting condition on March 15, 2026.

What other equity awards does Eric Robert Kelleher hold at Okta (OKTA)?

Beyond common shares, the filing shows Kelleher holds fully vested employee stock options and multiple restricted stock unit awards. Each RSU entitles him to one share of Okta Class A stock, vesting in scheduled quarterly installments subject to his continued employment with the company.

Were any Okta shares sold in Eric Robert Kelleher’s latest Form 4?

No sales were reported in this Form 4. The primary reported transaction is an acquisition of 21,119 Okta Class A shares at a price of $0.00 per share, classified as a grant or award, with no corresponding disposition transaction disclosed.