Okta, Inc. — Director's Dealing 2024

Sep 17, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2024-09-15

Reporting Person: Schwartz Larissa (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-09-15	Class A Common Stock	M	104	—	Acquired	27118	Direct
2024-09-15	Class A Common Stock	F	53	—	Disposed	27065	Direct
2024-09-15	Class A Common Stock	M	169	—	Acquired	27234	Direct
2024-09-15	Class A Common Stock	F	86	—	Disposed	27148	Direct
2024-09-15	Class A Common Stock	M	316	—	Acquired	27464	Direct
2024-09-15	Class A Common Stock	F	161	—	Disposed	27303	Direct
2024-09-15	Class A Common Stock	M	108	—	Acquired	27411	Direct
2024-09-15	Class A Common Stock	F	55	—	Disposed	27356	Direct
2024-09-15	Class A Common Stock	M	4446	—	Acquired	31802	Direct
2024-09-15	Class A Common Stock	F	2254	—	Disposed	29548	Direct
2024-09-15	Class A Common Stock	M	1937	—	Acquired	31485	Direct
2024-09-15	Class A Common Stock	F	982	—	Disposed	30503	Direct
2024-09-16	Class A Common Stock	S	2790	$74.01	Disposed	27713	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-09-15	Restricted Stock Units	$	M	104	Disposed		Class A Common Stock (104)	Direct
2024-09-15	Restricted Stock Units	$	M	169	Disposed		Class A Common Stock (169)	Direct
2024-09-15	Restricted Stock Units	$	M	316	Disposed		Class A Common Stock (316)	Direct
2024-09-15	Restricted Stock Units	$	M	108	Disposed		Class A Common Stock (108)	Direct
2024-09-15	Restricted Stock Units	$	M	4446	Disposed		Class A Common Stock (4446)	Direct
2024-09-15	Restricted Stock Units	$	M	1937	Disposed		Class A Common Stock (1937)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 11, 2024.

F2: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

F3: 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.

F4: 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.

F5: 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.

F6: 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.

F7: 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.

F8: 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.

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