Okta, Inc. — Director's Dealing 2025

Mar 18, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2025-03-15

Reporting Person: Kelleher Eric Robert (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-03-15	Class A Common Stock	M	180	—	Acquired	7626	Direct
2025-03-15	Class A Common Stock	F	98	—	Disposed	7528	Direct
2025-03-15	Class A Common Stock	M	385	—	Acquired	7913	Direct
2025-03-15	Class A Common Stock	F	209	—	Disposed	7704	Direct
2025-03-15	Class A Common Stock	M	1188	—	Acquired	8892	Direct
2025-03-15	Class A Common Stock	F	592	—	Disposed	8300	Direct
2025-03-15	Class A Common Stock	M	9953	—	Acquired	18253	Direct
2025-03-15	Class A Common Stock	F	4912	—	Disposed	13341	Direct
2025-03-15	Class A Common Stock	M	4841	—	Acquired	18182	Direct
2025-03-15	Class A Common Stock	F	2459	—	Disposed	15723	Direct
2025-03-17	Class A Common Stock	S	2531	$113.3327	Disposed	13192	Direct
2025-03-17	Class A Common Stock	S	3364	$114.0638	Disposed	9828	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-03-15	Restricted Stock Units	$	M	180	Disposed		Class A Common Stock (180)	Direct
2025-03-15	Restricted Stock Units	$	M	385	Disposed		Class A Common Stock (385)	Direct
2025-03-15	Restricted Stock Units	$	M	1188	Disposed		Class A Common Stock (1188)	Direct
2025-03-15	Restricted Stock Units	$	M	9953	Disposed		Class A Common Stock (9953)	Direct
2025-03-15	Restricted Stock Units	$	M	4841	Disposed		Class A Common Stock (4841)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$8.97	2026-10-23	Class B Common Stock (9638)	9638	Direct
Employee Stock Option (Right to Buy)	$211.86	2030-09-21	Class A Common Stock (2955)	2955	Direct
Employee Stock Option (Right to Buy)	$274.96	2031-04-21	Class A Common Stock (6792)	6792	Direct
Employee Stock Option (Right to Buy)	$255.38	2031-09-22	Class A Common Stock (12587)	12587	Direct

Footnotes

F1: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 28, 2024.

F2: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $112.88 to $113.87 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.

F3: The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $113.89 to $114.31 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.

F4: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

F5: The shares underlying the RSU fully vested on March 15, 2025.

F6: 25% of the shares underlying the RSU vested on September 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.

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: 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.

F10: The shares subject to the option are fully vested and exercisable by the Reporting Person.

F11: 25% of the shares subject to the option vested on September 15, 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.