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Okta, Inc. Director's Dealing 2026

Feb 27, 2026

30365_dirs_2026-02-27_726ecf0a-a17b-4200-b51e-a3fccb79d71d.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: 2026-02-25

Reporting Person: McKinnon Todd (Director, Chief Executive Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2026-02-25 Class A Common Stock A 119298 Acquired 119298 Direct
2026-02-25 Class A Common Stock A 30212 Acquired 149510 Direct
2026-02-25 Class A Common Stock A 44350 Acquired 193860 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Class B Common Stock $ Class A Common Stock (6383887) 6383887 Indirect
Class B Common Stock $ Class A Common Stock (128247) 128247 Indirect
Restricted Stock Units $ Class A Common Stock (10506) 10506 Direct
Restricted Stock Units $ Class A Common Stock (25177) 25177 Direct
Restricted Stock Units $ Class A Common Stock (66527) 66527 Direct
Employee Stock Option (Right to Buy) $82.16 2029-03-24 Class A Common Stock (32251) 32251 Direct
Employee Stock Option (Right to Buy) $142.47 2030-04-14 Class A Common Stock (48372) 48372 Direct
Employee Stock Option (Right to Buy) $274.96 2031-04-21 Class A Common Stock (63667) 63667 Direct
Employee Stock Option (Right to Buy) $274.96 2031-04-21 Class A Common Stock (127334) 127334 Direct

Footnotes

F1: 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 25, 2026, the Compensation Committee of the Board of Directors determined that 119,298 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, 2026.

F2: Includes 119,298 PSUs, with each PSU representing the right to receive one share of the Issuer's Class A Common Stock.

F3: 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 25, 2026, the Compensation Committee of the Board of Directors determined that 30,212 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, 2026.

F4: Includes 149,510 PSUs, with each PSU representing the right to receive one share of the Issuer's Class A Common Stock.

F5: On March 30, 2025, 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 25, 2026, the Compensation Committee of the Board of Directors determined that 44,350 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, 2026.

F6: Includes 193,860 PSUs, with each PSU representing the right to receive one share of the Issuer's Class A Common Stock.

F7: 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.

F8: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.

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.

F12: The shares subject to the option are fully vested and exercisable by the Reporting Person.