=== 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: Kelleher Eric Robert
CIK: 0002053652
Role: Officer (See Remarks)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Class A Common Stock
Date: 2026-06-15 | Code: M (Exercise of derivative)
Shares: +4,842 | Price: $0.00
Shares Owned After: 20,312 | Ownership: D (Direct)
[Transaction #2]
Security: Class A Common Stock
Date: 2026-06-15 | Code: F (Payment of exercise/tax)
Shares: -2,464 | Price: $0.00
Shares Owned After: 17,848 | Ownership: D (Direct)
[Transaction #3]
Security: Class A Common Stock
Date: 2026-06-15 | Code: M (Exercise of derivative)
Shares: +5,280 | Price: $0.00
Shares Owned After: 23,128 | Ownership: D (Direct)
[Transaction #4]
Security: Class A Common Stock
Date: 2026-06-15 | Code: F (Payment of exercise/tax)
Shares: -2,687 | Price: $0.00
Shares Owned After: 20,441 | Ownership: D (Direct)
[Transaction #5]
Security: Class A Common Stock
Date: 2026-06-15 | Code: M (Exercise of derivative)
Shares: +6,158 | Price: $0.00
Shares Owned After: 26,599 | Ownership: D (Direct)
[Transaction #6]
Security: Class A Common Stock
Date: 2026-06-15 | Code: F (Payment of exercise/tax)
Shares: -3,134 | Price: $0.00
Shares Owned After: 23,465 | Ownership: D (Direct)
--- Derivative Transactions ---
[Transaction #1]
Security: Restricted Stock Units
Date: 2026-06-15 | Code: M (Exercise of derivative)
Shares: -4,842 | Price: $0.00
Shares Owned After: 14,525 | 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: -5,280 | Price: $0.00
Shares Owned After: 36,959 | 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: -6,158 | Price: $0.00
Shares Owned After: 67,743 | 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.
--- Holdings ---
[Holding #1]
Security: Employee Stock Option (Right to Buy)
Ownership: D (Direct)
Footnotes:
[F5] The shares subject to the option are fully vested and exercisable by the Reporting Person.
[Holding #2]
Security: Employee Stock Option (Right to Buy)
Ownership: D (Direct)
Footnotes:
[F5] The shares subject to the option are fully vested and exercisable by the Reporting Person.
[Holding #3]
Security: Employee Stock Option (Right to Buy)
Ownership: D (Direct)
Footnotes:
[F5] The shares subject to the option are fully vested and exercisable by the Reporting Person.
--- 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.
F5: The shares subject to the option are fully vested and exercisable by the Reporting Person.
--- Signature ---
/s/ /s/ Larissa Schwartz, attorney-in-fact of the Reporting Person (2026-06-17)
