=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-01-02
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: 2026-01-02 | Code: C (Conversion of derivative)
Shares: +2,409 | Price: $0.00
Shares Owned After: 13,675 | 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: 2026-01-02 | Code: S (Open market sale)
Shares: -1,709 | Price: $83.98
Total Value: $143,525.07
Shares Owned After: 11,966 | 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.
[F3] The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.59 to $84.46 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the U.S. Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
[Transaction #3]
Security: Class A Common Stock
Date: 2026-01-02 | Code: S (Open market sale)
Shares: -400 | Price: $84.63
Total Value: $33,852.00
Shares Owned After: 11,566 | 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.
[F4] The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.62 to $84.64 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
[Transaction #4]
Security: Class A Common Stock
Date: 2026-01-02 | Code: S (Open market sale)
Shares: -300 | Price: $86.50
Total Value: $25,949.01
Shares Owned After: 11,266 | 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.
[F5] The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.19 to $86.65 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
--- Derivative Transactions ---
[Transaction #1]
Security: Employee Stock Option (Right to Buy)
Date: 2026-01-02 | Code: M (Exercise of derivative)
Shares: -2,409 | Price: $0.00
Exercisable: N/A | Expires: 2026-10-23
Shares Owned After: 2,409 | Ownership: D (Direct)
Footnotes:
[F6] The shares subject to the option are fully vested and exercisable by the Reporting Person.
[Transaction #2]
Security: Class B Common Stock
Date: 2026-01-02 | 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: 2026-01-02 | 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:
[F6] 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:
[F6] 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:
[F6] 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:
[F7] Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
[F8] 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.
[F8] 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 #5]
Security: Restricted Stock Units
Ownership: D (Direct)
Footnotes:
[F7] Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
[F9] 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.
[F9] 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 #6]
Security: Restricted Stock Units
Ownership: D (Direct)
Footnotes:
[F7] Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
[F10] 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.
[F10] 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 #7]
Security: Restricted Stock Units
Ownership: D (Direct)
Footnotes:
[F7] Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
[F11] 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.
[F11] 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 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.
F10: 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.
F11: 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.
F2: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 15, 2025.
F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.59 to $84.46 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the U.S. Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.62 to $84.64 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.19 to $86.65 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F6: The shares subject to the option are fully vested and exercisable by the Reporting Person.
F7: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
F8: 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.
F9: 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.
--- Signature ---
/s/ /s/ Larissa Schwartz, attorney-in-fact of the Reporting Person (2026-01-06)
