Okta, Inc. — Director's Dealing 2024

Dec 4, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2024-12-02

Reporting Person: Kerrest Jacques Frederic (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-12-02	Class A Common Stock	C	131426	—	Acquired	133048	Direct
2024-12-02	Class A Common Stock	S	117746	$80.6218	Disposed	15302	Direct
2024-12-02	Class A Common Stock	S	13680	$81.1396	Disposed	1622	Direct
2024-12-03	Class A Common Stock	C	37909	—	Acquired	39531	Direct
2024-12-03	Class A Common Stock	S	37268	$80.4117	Disposed	2263	Direct
2024-12-03	Class A Common Stock	S	641	$81.204	Disposed	1622	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-12-02	Employee Stock Option (Right to Buy)	$7.17	M	131426	Disposed	2025-08-27	Class B Common Stock (131426)	Direct
2024-12-02	Class B Common Stock	$	M	131426	Acquired		Class A Common Stock (131426)	Direct
2024-12-02	Class B Common Stock	$	C	131426	Disposed		Class A Common Stock (131426)	Direct
2024-12-03	Employee Stock Option (Right to Buy)	$7.17	M	37909	Disposed	2025-08-27	Class B Common Stock (37909)	Direct
2024-12-03	Class B Common Stock	$	M	37909	Acquired		Class A Common Stock (37909)	Direct
2024-12-03	Class B Common Stock	$	C	37909	Disposed		Class A Common Stock (37909)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$8.97	2026-07-29	Class B Common Stock (988852)	988852	Direct
Employee Stock Option (Right to Buy)	$39.21	2028-03-21	Class A Common Stock (114000)	114000	Direct
Employee Stock Option (Right to Buy)	$82.16	2029-03-24	Class A Common Stock (71547)	71547	Direct
Employee Stock Option (Right to Buy)	$142.47	2030-04-14	Class A Common Stock (41673)	41673	Direct
Employee Stock Option (Right to Buy)	$274.96	2031-04-21	Class A Common Stock (13263)	13263	Direct
Employee Stock Option (Right to Buy)	$274.96	2031-04-21	Class A Common Stock (26527)	26527	Direct
Restricted Stock Units	$		Class A Common Stock (3700)	3700	Direct
Restricted Stock Units	$		Class A Common Stock (5055)	5055	Direct
Restricted Stock Units	$		Class A Common Stock (2832)	2832	Direct
Class B Common Stock	$		Class A Common Stock (1132387)	1132387	Indirect
Class B Common Stock	$		Class A Common Stock (136376)	136376	Indirect
Class B Common Stock	$		Class A Common Stock (257668)	257668	Indirect

Footnotes

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 March 6, 2024.

F3: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.00 to $80.995 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the U.S. Securities and Exchange Commission (the "SEC") , upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F4: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.00 to $81.41 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F5: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.00 to $80.935 per share, inclusive. The Reporting Person undertakes to
provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this
footnote.

F6: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.00 to $81.295 per share, inclusive. The Reporting Person undertakes to
provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this
footnote.

F7: The shares subject to the option are fully vested and exercisable by the Reporting Person.

F8: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

F9: 25% of the shares underlying the RSU vested on March 15, 2021, and the remaining shares underlying the RSU shall vest in 12 equal quarterly installments thereafter, subject to the Reporting Person's continuous service with the Issuer on each such date, and subject to tolling from November 1, 2022 through October 31, 2023 per a Sabbatical Agreement between the Reporting Person and the Issuer.

F10: 25% of the shares underlying the RSU vested on March 15, 2022, and the remaining shares underlying the RSU shall vest in 12 equal quarterly installments thereafter, subject to the Reporting Person's continuous service with the Issuer on each such date, and subject to tolling from November 1, 2022 through October 31, 2023 per a Sabbatical Agreement between the Reporting Person and the Issuer.

F11: The RSUs vest in full on the earlier of June 20, 2025 or the date immediately prior to the Issuer's next regular annual stockholders meeting, subject to the Reporting Person's continued service to the Issuer through such vesting date.