Okta

=== SEC Form 4 — Statement of Changes in Beneficial Ownership === Document Type: 4 Period of Report: 2025-12-18 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: 2025-12-18 | Code: S (Open market sale) Shares: -5,711 | Price: $90.01 Total Value: $514,024.84 Shares Owned After: 13,925 | 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. [F2] The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.38 to $90.375 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 #2] Security: Class A Common Stock Date: 2025-12-18 | Code: S (Open market sale) Shares: -2,659 | Price: $90.57 Total Value: $240,826.69 Shares Owned After: 11,266 | 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. [F3] The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.38 to $90.78 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 #3] Security: Class A Common Stock Date: 2025-12-22 | Code: S (Open market sale) Shares: -127 | Price: $91.40 Total Value: $11,607.80 Shares Owned After: 11,266 | 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. [F4] Includes 127 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan. --- Holdings --- [Holding #1] Security: Employee Stock Option (Right to Buy) Ownership: D (Direct) Footnotes: [F5] 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: [F5] 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: [F5] 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: [F5] 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: [F6] Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock. [F7] 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. [F7] 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: [F6] 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, 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. [F8] 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: [F6] 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, 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. [F9] 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: [F6] 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, 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. [F10] 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 April 15, 2025. F10: 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: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.38 to $90.375 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. F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.38 to $90.78 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. F4: Includes 127 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan. F5: The shares subject to the option are fully vested and exercisable by the Reporting Person. F6: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock. F7: 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: 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, 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. --- Signature --- /s/ /s/ Larissa Schwartz, attorney-in-fact of the Reporting Person (2025-12-22)