Okta

=== SEC Form 4 — Statement of Changes in Beneficial Ownership === Document Type: 4 Period of Report: 2026-02-25 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: 2026-02-25 | Code: A (Grant or award) Shares: +21,119 | Price: $0.00 Shares Owned After: 32,385 | Ownership: D (Direct) Footnotes: [F1] On March 30, 2025, the Reporting Person was granted Performance Stock Units ("PSUs"), the vesting of which is subject to the achievement of certain performance criteria and to a service-based vesting criteria. On February 25, 2026, the Compensation Committee of the Board of Directors determined that 21,119 shares of the Issuer's Class A Common Stock were earned as result of the achievement of the performance criteria, with vesting to occur once the service-based vesting criteria are satisfied on March 15, 2026. [F2] Includes 21,119 PSUs, with each PSU representing the right to receive one share of the Issuer's Class A Common Stock. --- 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: 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 #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. [F5] 6.25% of the shares underlying the RSU vested on June 15, 2022, and the remaining shares underlying the RSU shall vest in 15 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date. [F5] 6.25% of the shares underlying the RSU vested on June 15, 2022, and the remaining shares underlying the RSU shall vest in 15 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. [F6] 8.33% of the shares underlying the RSU vested on June 15, 2023, 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, 2023, 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 #7] 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 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. [F7] 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 #8] 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. [F8] 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. [F8] 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: On March 30, 2025, the Reporting Person was granted Performance Stock Units ("PSUs"), the vesting of which is subject to the achievement of certain performance criteria and to a service-based vesting criteria. On February 25, 2026, the Compensation Committee of the Board of Directors determined that 21,119 shares of the Issuer's Class A Common Stock were earned as result of the achievement of the performance criteria, with vesting to occur once the service-based vesting criteria are satisfied on March 15, 2026. F2: Includes 21,119 PSUs, with each PSU representing the right to receive one share of the Issuer's Class A Common Stock. 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: 6.25% of the shares underlying the RSU vested on June 15, 2022, and the remaining shares underlying the RSU shall vest in 15 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, 2023, 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 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. F8: 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 (2026-02-27)