Okta, Inc. — Director's Dealing 2025

Mar 24, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2025-03-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-03-20	Class A Common Stock	C	224533	—	Acquired	269840	Direct
2025-03-20	Class A Common Stock	S	57366	$112.2644	Disposed	212474	Direct
2025-03-20	Class A Common Stock	S	91731	$113.1378	Disposed	120743	Direct
2025-03-20	Class A Common Stock	S	81050	$114.0565	Disposed	39693	Direct
2025-03-20	Class A Common Stock	S	4142	$114.7287	Disposed	35551	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-03-20	Employee Stock Option (Right to Buy)	$8.97	M	390533	Disposed	2026-07-29	Class B Common Stock (390533)	Direct
2025-03-20	Class B Common Stock	$	M	390533	Acquired		Class A Common Stock (390533)	Direct
2025-03-20	Class B Common Stock	$	C	224533	Disposed		Class A Common Stock (224533)	Direct
2025-03-20	Class B Common Stock	$	G	166000	Disposed		Class A Common Stock (166000)	Direct
2025-03-20	Class B Common Stock	$	G	166000	Acquired		Class A Common Stock (166000)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (128247)	128247	Indirect
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
Restricted Stock Units	$		Class A Common Stock (42021)	42021	Direct
Restricted Stock Units	$		Class A Common Stock (40282)	40282	Direct

Footnotes

F1: 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.

F2: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 15, 2024.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $111.65 to $112.645 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the U.S. Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $112.65 to $113.64 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $113.65 to $114.63 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F6: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $114.65 to $114.885 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F7: The shares subject to the option are fully vested and exercisable by the Reporting Person.

F8: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

F9: 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.

F10: 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.