=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-06-08
10b5-1 Pre-arranged Plan: Yes
--- Issuer ---
Name: Okta, Inc. (OKTA)
CIK: 0001660134
--- Reporting Owner ---
Name: Tighe Brett
CIK: 0001865084
Role: Officer (Chief Financial Officer)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Class A Common Stock
Date: 2026-06-08 | Code: S (Open market sale)
Shares: -28,548 | Price: $116.67
Total Value: $3,330,569.55
Shares Owned After: 156,132 | Ownership: D (Direct)
Footnotes:
[F1] The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.11 to $117.10 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.
[Transaction #2]
Security: Class A Common Stock
Date: 2026-06-08 | Code: S (Open market sale)
Shares: -34,152 | Price: $117.65
Total Value: $4,018,109.16
Shares Owned After: 121,980 | Ownership: D (Direct)
Footnotes:
[F2] The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.11 to $118.10 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.
[Transaction #3]
Security: Class A Common Stock
Date: 2026-06-08 | Code: S (Open market sale)
Shares: -2,300 | Price: $118.52
Total Value: $272,606.12
Shares Owned After: 119,680 | Ownership: D (Direct)
Footnotes:
[F3] The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.11 to $119.00 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.
--- Holdings ---
[Holding #1]
Security: Class A Common Stock
Ownership: I (Indirect)
[Holding #2]
Security: Restricted Stock Units
Ownership: D (Direct)
Footnotes:
[F4] Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
[F5] 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.
[F5] 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.
[Holding #3]
Security: Restricted Stock Units
Ownership: D (Direct)
Footnotes:
[F4] Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
[F6] 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.
[F6] 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.
[Holding #4]
Security: Restricted Stock Units
Ownership: D (Direct)
Footnotes:
[F4] Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
[F7] 8.33% of the shares underlying the RSU shall vest 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.
[F7] 8.33% of the shares underlying the RSU shall vest 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.
[Holding #5]
Security: Class B Common Stock
Ownership: I (Indirect)
Footnotes:
[F8] 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 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 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.
--- Footnotes (Complete Index) ---
F1: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.11 to $117.10 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.
F2: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.11 to $118.10 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.
F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.11 to $119.00 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: 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.
F6: 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.
F7: 8.33% of the shares underlying the RSU shall vest 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.
F8: 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.
--- Signature ---
/s/ /s/ Larissa Schwartz, attorney-in-fact of the Reporting Person (2026-06-10)
