=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-01-13
10b5-1 Pre-arranged Plan: Yes
--- 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: 2026-01-13 | Code: S (Open market sale)
Shares: -1,052 | Price: $95.00
Total Value: $99,940.00
Shares Owned After: 17,468 | Ownership: D (Direct)
Footnotes:
[F1] This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 14, 2025.
[F2] Includes 119 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan.
--- Holdings ---
[Holding #1]
Security: Restricted Stock Units
Ownership: D (Direct)
Footnotes:
[F3] Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
[F4] 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.
[F4] 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.
[Holding #2]
Security: Restricted Stock Units
Ownership: D (Direct)
Footnotes:
[F3] 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, 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.
[F5] 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 #3]
Security: Restricted Stock Units
Ownership: D (Direct)
Footnotes:
[F3] 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, 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, 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 #4]
Security: Restricted Stock Units
Ownership: D (Direct)
Footnotes:
[F3] 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, 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 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: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 14, 2025.
F2: Includes 119 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan.
F3: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
F4: 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.
F5: 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, 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, 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 (2026-01-15)