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: McKinnon Todd (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-11	Class A Common Stock	A	42020	—	Acquired	52010	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (2643)	2643	Direct
Restricted Stock Units	$		Class A Common Stock (8424)	8424	Direct
Restricted Stock Units	$		Class A Common Stock (94547)	94547	Direct
Class B Common Stock	$		Class A Common Stock (5530696)	5530696	Indirect
Class B Common Stock	$		Class A Common Stock (128247)	128247	Indirect
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

Footnotes

F1: On March 21, 2023, 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 42,020 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 42,020 PSUs, with each PSU representing the right to receive one share of the Issuer's Class A Common Stock.

F3: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

F4: 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 employment with the Issuer on each such date.

F5: 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.

F6: 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.

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.

F8: The shares subject to the option are fully vested and exercisable by the Reporting Person.

F9: 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.