Okta

=== SEC Form 4 — Statement of Changes in Beneficial Ownership === Document Type: 4 Period of Report: 2026-04-01 10b5-1 Pre-arranged Plan: Yes --- 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: 2026-04-01 | Code: C (Conversion of derivative) Shares: +2,409 | Price: $0.00 Shares Owned After: 17,879 | Ownership: D (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. [Transaction #2] Security: Class A Common Stock Date: 2026-04-01 | Code: S (Open market sale) Shares: -2,409 | Price: $80.00 Total Value: $192,720.00 Shares Owned After: 15,470 | Ownership: D (Direct) Footnotes: [F2] This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 15, 2025. --- Derivative Transactions --- [Transaction #1] Security: Employee Stock Option (Right to Buy) Date: 2026-04-01 | Code: M (Exercise of derivative) Shares: -2,409 | Price: $0.00 Exercisable: N/A | Expires: 2026-10-23 Shares Owned After: 0 | Ownership: D (Direct) Footnotes: [F3] The shares subject to the option are fully vested and exercisable by the Reporting Person. [Transaction #2] Security: Class B Common Stock Date: 2026-04-01 | Code: M (Exercise of derivative) Shares: +2,409 | Price: $0.00 Shares Owned After: 2,409 | Ownership: D (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. [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. [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. [Transaction #3] Security: Class B Common Stock Date: 2026-04-01 | Code: C (Conversion of derivative) Shares: -2,409 | Price: $0.00 Shares Owned After: 0 | Ownership: D (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. [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. [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. [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. --- Holdings --- [Holding #1] Security: Employee Stock Option (Right to Buy) Ownership: D (Direct) Footnotes: [F3] 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: [F3] 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: [F3] The shares subject to the option are fully vested and exercisable by the Reporting Person. [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. [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 #5] 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 #6] 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. --- Footnotes (Complete Index) --- 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 shares subject to the option are fully vested and exercisable by the Reporting Person. 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. --- Signature --- /s/ /s/ Larissa Schwartz, attorney-in-fact of the Reporting Person (2026-04-03)