Okta, Inc. — Director's Dealing 2024

Apr 3, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2024-03-29

Reporting Person: McKinnon Todd (Director, Chief Executive Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-03-29	Restricted Stock Units	$	A	60423	Acquired		Class A Common Stock (60423)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	39389	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (6739)	6739	Direct
Restricted Stock Units	$		Class A Common Stock (84042)	84042	Direct
Employee Stock Option (Right to Buy)	$7.17	2025-08-27	Class B Common Stock (181053)	181053	Direct
Employee Stock Option (Right to Buy)	$8.97	2026-07-29	Class B Common Stock (1794803)	1794803	Direct
Employee Stock Option (Right to Buy)	$39.21	2028-03-21	Class A Common Stock (5438)	5438	Direct
Employee Stock Option (Right to Buy)	$82.16	2029-03-24	Class A Common Stock (32251)	32251	Direct
Employee Stock Option (Right to Buy)	$142.47	2030-04-14	Class A Common Stock (48372)	48372	Direct
Employee Stock Option (Right to Buy)	$274.96	2031-04-21	Class A Common Stock (63667)	63667	Direct
Employee Stock Option (Right to Buy)	$274.96	2031-04-21	Class A Common Stock (127334)	127334	Direct
Class B Common Stock	$		Class A Common Stock (5530696)	5530696	Indirect
Class B Common Stock	$		Class A Common Stock (128247)	128247	Indirect

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, 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.

F3: 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 employment with the Issuer on each such date.

F4: 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.

F5: The shares subject to the option are fully vested and exercisable by the Reporting Person.

F6: 25% of the shares subject to the option vested on February 1, 2022, and the remaining shares subject to the option shall vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.

F7: 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.