Okta, Inc. — Director's Dealing 2024

Jan 18, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2024-01-16

Reporting Person: Schwartz Larissa (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-01-16	Class A Common Stock	S	872	$82.83	Disposed	22125	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (355)	355	Direct
Restricted Stock Units	$		Class A Common Stock (415)	415	Direct
Restricted Stock Units	$		Class A Common Stock (843)	843	Direct
Restricted Stock Units	$		Class A Common Stock (2528)	2528	Direct
Restricted Stock Units	$		Class A Common Stock (974)	974	Direct
Restricted Stock Units	$		Class A Common Stock (40008)	40008	Direct
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 July 14, 2023.

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 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.

F4: 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.

F5: 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.

F6: 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.

F7: 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.

F8: 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.

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