Okta, Inc. — Director's Dealing 2025

Feb 18, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2025-02-13

Reporting Person: Kerrest Jacques Frederic (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-02-13	Class A Common Stock	C	65000	—	Acquired	65000	Direct
2025-02-13	Class A Common Stock	S	65000	$100.50	Disposed	0	Direct
2025-02-13	Class A Common Stock	C	6666	—	Acquired	6666	Indirect
2025-02-13	Class A Common Stock	S	6666	$100.50	Disposed	0	Indirect
2025-02-13	Class A Common Stock	C	3333	—	Acquired	3333	Indirect
2025-02-13	Class A Common Stock	S	3333	$100.50	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-02-13	Employee Stock Option (Right to Buy)	$8.97	M	65000	Disposed	2026-07-29	Class B Common Stock (65000)	Direct
2025-02-13	Class B Common Stock	$	M	65000	Acquired		Class A Common Stock (65000)	Direct
2025-02-13	Class B Common Stock	$	C	65000	Disposed		Class A Common Stock (65000)	Direct
2025-02-13	Class B Common Stock	$	C	6666	Disposed		Class A Common Stock (6666)	Indirect
2025-02-13	Class B Common Stock	$	C	3333	Disposed		Class A Common Stock (3333)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (1139387)	1139387	Indirect
Employee Stock Option (Right to Buy)	$39.21	2028-03-21	Class A Common Stock (114000)	114000	Direct
Employee Stock Option (Right to Buy)	$82.16	2029-03-24	Class A Common Stock (71547)	71547	Direct
Employee Stock Option (Right to Buy)	$142.47	2030-04-14	Class A Common Stock (41673)	41673	Direct
Employee Stock Option (Right to Buy)	$274.96	2031-04-21	Class A Common Stock (13263)	13263	Direct
Employee Stock Option (Right to Buy)	$274.96	2031-04-21	Class A Common Stock (26527)	26527	Direct
Restricted Stock Units	$		Class A Common Stock (1850)	1850	Direct
Restricted Stock Units	$		Class A Common Stock (4213)	4213	Direct
Restricted Stock Units	$		Class A Common Stock (2832)	2832	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 September 19, 2024.

F3: The shares subject to the option are fully vested and exercisable by the Reporting Person.

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

F5: 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 service with the Issuer on each such date, and subject to tolling from November 1, 2022 through October 31, 2023 per a Sabbatical Agreement between the Reporting Person and the Issuer.

F6: 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 service with the Issuer on each such date, and subject to tolling from November 1, 2022 through October 31, 2023 per a Sabbatical Agreement between the Reporting Person and the Issuer.

F7: The RSUs vest in full on the earlier of June 20, 2025 or the date immediately prior to the Issuer's next regular annual stockholders meeting, subject to the Reporting Person's continued service to the Issuer through such vesting date.