Okta, Inc. — Director's Dealing 2025

Feb 13, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2025-02-11

Reporting Person: Tighe Brett (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-02-11	Class A Common Stock	A	12540	—	Acquired	110073	Direct
2025-02-11	Class A Common Stock	A	12407	—	Acquired	122480	Direct
2025-02-11	Class A Common Stock	A	15493	—	Acquired	137973	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1250	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Stock (203)	203	Direct
Restricted Stock Units	$		Class A Common Stock (22901)	22901	Direct
Restricted Stock Units	$		Class A Common Stock (31488)	31488	Direct
Restricted Stock Units	$		Class A Common Stock (34860)	34860	Direct
Class B Common Stock	$		Class A Common Stock (69046)	69046	Indirect

Footnotes

F1: On March 22, 2022, 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 February 11, 2025, the Compensation Committee of the Board of Directors determined that 12,540 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, 2025.

F2: Includes 12,540 PSUs, with each PSU representing the right to receive one share of the Issuer's Class A Common Stock.

F3: On March 21, 2023, the Reporting Person was granted PSUs, the vesting of which is subject to the achievement of certain performance criteria and to a service-based vesting criteria. On February 11, 2025, the Compensation Committee of the Board of Directors determined that 12,407 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, 2025.

F4: Includes 24,947 PSUs, with each PSU representing the right to receive one share of the Issuer's Class A Common Stock.

F5: On March 29, 2024, the Reporting Person was granted PSUs, the vesting of which is subject to the achievement of certain performance criteria and to a service-based vesting criteria. On February 11, 2025, the Compensation Committee of the Board of Directors determined that 15,493 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, 2025.

F6: Includes 40,440 PSUs, with each PSU representing the right to receive one share of the Issuer's Class A Common Stock.

F7: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

F8: 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.

F9: 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.

F10: 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.

F11: 8.33% of the shares underlying the RSU shall vest 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.

F12: 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.