=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-06-15
10b5-1 Pre-arranged Plan: No
--- Issuer ---
Name: Okta, Inc. (OKTA)
CIK: 0001660134
--- Reporting Owner ---
Name: Schwartz Larissa
CIK: 0001968125
Role: Officer (See Remarks)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Class A Common Stock
Date: 2026-06-15 | Code: M (Exercise of derivative)
Shares: +1,937 | Price: $0.00
Shares Owned After: 25,414 | Ownership: D (Direct)
[Transaction #2]
Security: Class A Common Stock
Date: 2026-06-15 | Code: F (Payment of exercise/tax)
Shares: -986 | Price: $0.00
Shares Owned After: 24,428 | Ownership: D (Direct)
[Transaction #3]
Security: Class A Common Stock
Date: 2026-06-15 | Code: M (Exercise of derivative)
Shares: +3,080 | Price: $0.00
Shares Owned After: 27,508 | Ownership: D (Direct)
[Transaction #4]
Security: Class A Common Stock
Date: 2026-06-15 | Code: F (Payment of exercise/tax)
Shares: -1,568 | Price: $0.00
Shares Owned After: 25,940 | Ownership: D (Direct)
[Transaction #5]
Security: Class A Common Stock
Date: 2026-06-15 | Code: M (Exercise of derivative)
Shares: +3,592 | Price: $0.00
Shares Owned After: 29,532 | Ownership: D (Direct)
[Transaction #6]
Security: Class A Common Stock
Date: 2026-06-15 | Code: F (Payment of exercise/tax)
Shares: -1,828 | Price: $0.00
Shares Owned After: 27,704 | Ownership: D (Direct)
--- Derivative Transactions ---
[Transaction #1]
Security: Restricted Stock Units
Date: 2026-06-15 | Code: M (Exercise of derivative)
Shares: -1,937 | Price: $0.00
Shares Owned After: 5,810 | Ownership: D (Direct)
Footnotes:
[F1] Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
[F2] 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.
[F2] 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.
[Transaction #2]
Security: Restricted Stock Units
Date: 2026-06-15 | Code: M (Exercise of derivative)
Shares: -3,080 | Price: $0.00
Shares Owned After: 21,560 | Ownership: D (Direct)
Footnotes:
[F1] Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
[F3] 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.
[F3] 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.
[Transaction #3]
Security: Restricted Stock Units
Date: 2026-06-15 | Code: M (Exercise of derivative)
Shares: -3,592 | Price: $0.00
Shares Owned After: 39,517 | Ownership: D (Direct)
Footnotes:
[F1] Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
[F4] 8.33% of the shares underlying the RSU vested on June 15, 2026, 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.
[F4] 8.33% of the shares underlying the RSU vested on June 15, 2026, 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.
--- Footnotes (Complete Index) ---
F1: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
F2: 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.
F3: 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.
F4: 8.33% of the shares underlying the RSU vested on June 15, 2026, 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.
--- Signature ---
/s/ /s/ Nathan Francis, attorney-in-fact of the Reporting Person (2026-06-17)
