Okta, Inc. — Director's Dealing 2023

Mar 23, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2023-03-21

Reporting Person: Schwartz Larissa (See Remarks)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-21	Restricted Stock Units	$	A	53344	Acquired		Class A Common Stock (53344)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	20679	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (263)	263	Direct
Restricted Stock Units	$		Class A Common Stock (888)	888	Direct
Restricted Stock Units	$		Class A Common Stock (727)	727	Direct
Restricted Stock Units	$		Class A Common Stock (1348)	1348	Direct
Restricted Stock Units	$		Class A Common Stock (3476)	3476	Direct
Restricted Stock Units	$		Class A Common Stock (1298)	1298	Direct
Employee Stock Option (Right to Buy)	$8.62	2025-12-16	Class B Common Stock (14167)	14167	Direct
Employee Stock Option (Right to Buy)	$8.73	2026-06-01	Class B Common Stock (9000)	9000	Direct
Employee Stock Option (Right to Buy)	$11.36	2027-03-05	Class B Common Stock (5000)	5000	Direct

Footnotes

F1: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

F2: 8.33% of the shares underlying the RSU shall vest 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.

F3: 25% of the shares underlying the RSU vested on June 15, 2020, and the remaining shares underlying the RSU shall vest in 12 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.

F4: 6.25% of the shares underlying the RSU vested on September 15, 2020, 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.

F5: 6.25% of the shares underlying the RSU vested on March 15, 2021, 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: 6.25% of the shares underlying the RSU vested on June 15, 2021, 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.

F7: 6.25% of the shares underlying the RSU vested on March 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.

F8: 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.

F9: The shares subject to the option are fully vested and exercisable by the Reporting Person.