Okta, Inc. — Director's Dealing 2024

Mar 13, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2024-03-11

Reporting Person: Tighe Brett (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-11	Class A Common Stock	A	5049	—	Acquired	75432	Direct
2024-03-11	Class A Common Stock	A	12407	—	Acquired	87839	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1250	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (604)	604	Direct
Restricted Stock Units	$		Class A Common Stock (1660)	1660	Direct
Restricted Stock Units	$		Class A Common Stock (1011)	1011	Direct
Restricted Stock Units	$		Class A Common Stock (41222)	41222	Direct
Restricted Stock Units	$		Class A Common Stock (56679)	56679	Direct
Class B Common Stock	$		Class A Common Stock (69046)	69046	Indirect

Footnotes

F1: On March 22, 2022, 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 March 11, 2024, the Compensation Committee of the Board of Directors determined that 5,049 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, 2024.

F2: Includes 5,049 PSUs, with each PSU representing the right to receive one share of the Issuer's Class A Common Stock.

F3: On March 21, 2023, the Reporting Person was granted PSUs, the vesting of which is subject to the achievement of certain performance criteria and to a service-based vesting criteria. On March 11, 2024, the Compensation Committee of the Board of Directors determined that 12,407 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, 2024.

F4: Includes 17,456 PSUs, with each PSU representing the right to receive one share of the Issuer's Class A Common Stock.

F5: Each Restricted Stock Unit ("RSU") represents the right to receive one share of Class A Common Stock.

F6: 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.

F7: 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.

F8: 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.

F9: 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.

F10: 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.

F11: 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.