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Okta, Inc. Director's Dealing 2026

Jan 6, 2026

30365_dirs_2026-01-06_2886f240-5057-40a5-9012-bd8ffa1001dc.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Okta, Inc. (OKTA)
CIK: 0001660134
Period of Report: 2026-01-02

Reporting Person: Kelleher Eric Robert (See Remarks)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2026-01-02 Class A Common Stock C 2409 Acquired 13675 Direct
2026-01-02 Class A Common Stock S 1709 $83.9819 Disposed 11966 Direct
2026-01-02 Class A Common Stock S 400 $84.63 Disposed 11566 Direct
2026-01-02 Class A Common Stock S 300 $86.4967 Disposed 11266 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2026-01-02 Employee Stock Option (Right to Buy) $8.97 M 2409 Disposed 2026-10-23 Class B Common Stock (2409) Direct
2026-01-02 Class B Common Stock $ M 2409 Acquired Class A Common Stock (2409) Direct
2026-01-02 Class B Common Stock $ C 2409 Disposed Class A Common Stock (2409) Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
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
Restricted Stock Units $ Class A Common Stock (1188) 1188 Direct
Restricted Stock Units $ Class A Common Stock (9953) 9953 Direct
Restricted Stock Units $ Class A Common Stock (24209) 24209 Direct
Restricted Stock Units $ Class A Common Stock (47519) 47519 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 April 15, 2025.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.59 to $84.46 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.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.62 to $84.64 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.

F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.19 to $86.65 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.

F6: The shares subject to the option are fully vested and exercisable by the Reporting Person.

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, 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.

F9: 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.

F10: 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.

F11: 8.33% of the shares underlying the RSU vested on June 15, 2025, 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.