=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-03-15
10b5-1 Pre-arranged Plan: No
--- Issuer ---
Name: Okta, Inc. (OKTA)
CIK: 0001660134
--- Reporting Owner ---
Name: Ninan Shibu
CIK: 0001940985
Role: Officer (Chief Accounting Officer)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Class A Common Stock
Date: 2026-03-15 | Code: F (Payment of exercise/tax)
Shares: -4,339 | Price: $0.00
Shares Owned After: 21,519 | Ownership: D (Direct)
[Transaction #2]
Security: Class A Common Stock
Date: 2026-03-15 | Code: M (Exercise of derivative)
Shares: +2,196 | Price: $0.00
Shares Owned After: 23,715 | Ownership: D (Direct)
[Transaction #3]
Security: Class A Common Stock
Date: 2026-03-15 | Code: F (Payment of exercise/tax)
Shares: -1,118 | Price: $0.00
Shares Owned After: 22,597 | Ownership: D (Direct)
[Transaction #4]
Security: Class A Common Stock
Date: 2026-03-15 | Code: M (Exercise of derivative)
Shares: +556 | Price: $0.00
Shares Owned After: 23,153 | Ownership: D (Direct)
[Transaction #5]
Security: Class A Common Stock
Date: 2026-03-15 | Code: F (Payment of exercise/tax)
Shares: -283 | Price: $0.00
Shares Owned After: 22,870 | Ownership: D (Direct)
[Transaction #6]
Security: Class A Common Stock
Date: 2026-03-15 | Code: M (Exercise of derivative)
Shares: +484 | Price: $0.00
Shares Owned After: 23,354 | Ownership: D (Direct)
[Transaction #7]
Security: Class A Common Stock
Date: 2026-03-15 | Code: F (Payment of exercise/tax)
Shares: -247 | Price: $0.00
Shares Owned After: 23,107 | Ownership: D (Direct)
[Transaction #8]
Security: Class A Common Stock
Date: 2026-03-15 | Code: M (Exercise of derivative)
Shares: +836 | Price: $0.00
Shares Owned After: 23,943 | Ownership: D (Direct)
[Transaction #9]
Security: Class A Common Stock
Date: 2026-03-15 | Code: F (Payment of exercise/tax)
Shares: -426 | Price: $0.00
Shares Owned After: 23,517 | Ownership: D (Direct)
--- Derivative Transactions ---
[Transaction #1]
Security: Restricted Stock Units
Date: 2026-03-15 | Code: M (Exercise of derivative)
Shares: -2,196 | Price: $0.00
Shares Owned After: 4,392 | 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] 25% of the shares underlying the RSU vested on September 15, 2023, and the remaining shares underlying the RSU shall vest in 12 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.
[F2] 25% of the shares underlying the RSU vested on September 15, 2023, and the remaining shares underlying the RSU shall vest in 12 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: 2026-03-15 | Code: M (Exercise of derivative)
Shares: -556 | Price: $0.00
Shares Owned After: 0 | 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] The shares underlying the RSU fully vested on March 15, 2026.
[F3] The shares underlying the RSU fully vested on March 15, 2026.
[Transaction #3]
Security: Restricted Stock Units
Date: 2026-03-15 | Code: M (Exercise of derivative)
Shares: -484 | Price: $0.00
Shares Owned After: 1,937 | 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, 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.
[Transaction #4]
Security: Restricted Stock Units
Date: 2026-03-15 | Code: M (Exercise of derivative)
Shares: -836 | Price: $0.00
Shares Owned After: 6,688 | 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.
[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.
--- 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: 25% of the shares underlying the RSU vested on September 15, 2023, and the remaining shares underlying the RSU shall vest in 12 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.
F3: The shares underlying the RSU fully vested on March 15, 2026.
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.
--- Signature ---
/s/ /s/ Larissa Schwartz, attorney-in-fact of the Reporting Person (2026-03-17)
