=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-03-19
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: 2026-03-19 | Code: S (Open market sale)
Shares: -16,818 | Price: $80.00
Total Value: $1,345,440.00
Shares Owned After: 15,470 | Ownership: D (Direct)
Footnotes:
[F1] 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: Restricted Stock Units
Date: 2026-03-19 | Code: A (Grant or award)
Shares: +73,901 | Price: $0.00
Shares Owned After: 73,901 | Ownership: D (Direct)
Footnotes:
[F2] 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 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.
[F3] 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.
--- Holdings ---
[Holding #1]
Security: Restricted Stock Units
Ownership: D (Direct)
Footnotes:
[F2] 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, 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.
[F4] 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 #2]
Security: Restricted Stock Units
Ownership: D (Direct)
Footnotes:
[F2] 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, 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.
[F5] 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 #3]
Security: Employee Stock Option (Right to Buy)
Ownership: D (Direct)
Footnotes:
[F6] The shares subject to the option are fully vested and exercisable by the Reporting Person.
[Holding #4]
Security: Employee Stock Option (Right to Buy)
Ownership: D (Direct)
Footnotes:
[F6] The shares subject to the option are fully vested and exercisable by the Reporting Person.
[Holding #5]
Security: Employee Stock Option (Right to Buy)
Ownership: D (Direct)
Footnotes:
[F6] The shares subject to the option are fully vested and exercisable by the Reporting Person.
[Holding #6]
Security: Employee Stock Option (Right to Buy)
Ownership: D (Direct)
Footnotes:
[F6] The shares subject to the option are fully vested and exercisable by the Reporting Person.
--- Footnotes (Complete Index) ---
F1: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 15, 2025.
F2: 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 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.
F4: 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, 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: 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 (2026-03-23)
