Okta, Inc. — Director's Dealing 2025

Jan 23, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2025-01-21

Reporting Person: Tighe Brett (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-01-21	Class A Common Stock	S	3179	$88.7407	Disposed	114354	Direct
2025-01-21	Class A Common Stock	S	1821	$89.4657	Disposed	112533	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: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 11, 2024.

F2: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.16 to $89.15 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 in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.17 to $89.66 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: 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.

F6: 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.

F7: 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.

F8: 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.

F9: 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.