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: Schwartz Larissa (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-02-11	Class A Common Stock	C	1554	—	Acquired	24865	Direct
2025-02-11	Class A Common Stock	S	2740	$97.59	Disposed	22125	Direct
2025-02-11	Class A Common Stock	A	8758	—	Acquired	30883	Direct
2025-02-11	Class A Common Stock	A	7746	—	Acquired	38629	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-02-11	Employee Stock Option (Right to Buy)	$8.62	M	1554	Disposed	2025-12-16	Class B Common Stock (1554)	Direct
2025-02-11	Class B Common Stock	$	M	1554	Acquired		Class A Common Stock (1554)	Direct
2025-02-11	Class B Common Stock	$	C	1554	Disposed		Class A Common Stock (1554)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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
Restricted Stock Units	$		Class A Common Stock (169)	169	Direct
Restricted Stock Units	$		Class A Common Stock (1264)	1264	Direct
Restricted Stock Units	$		Class A Common Stock (541)	541	Direct
Restricted Stock Units	$		Class A Common Stock (22227)	22227	Direct
Restricted Stock Units	$		Class A Common Stock (17430)	17430	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 30, 2024.

F3: On March 21, 2023, 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 8,758 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 8,758 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 7,746 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 16,504 PSUs, with each PSU representing the right to receive one share of the Issuer's Class A Common Stock.

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: 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.

F10: 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.

F11: 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.

F12: 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.

F13: 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.