=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-09-15
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: 2026-09-15 | Code: M (Exercise of derivative)
Shares: +2,196 | Price: $0.00
Shares Owned After: 25,665 | Ownership: D (Direct)
Footnotes:
[F1] Includes 165 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan.
[Transaction #2]
Security: Class A Common Stock
Date: 2026-09-15 | Code: F (Payment of exercise/tax)
Shares: -1,118 | Price: $0.00
Shares Owned After: 24,547 | Ownership: D (Direct)
Footnotes:
[F1] Includes 165 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan.
[Transaction #3]
Security: Class A Common Stock
Date: 2026-09-15 | Code: M (Exercise of derivative)
Shares: +484 | Price: $0.00
Shares Owned After: 25,031 | Ownership: D (Direct)
Footnotes:
[F1] Includes 165 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan.
[Transaction #4]
Security: Class A Common Stock
Date: 2026-09-15 | Code: F (Payment of exercise/tax)
Shares: -247 | Price: $0.00
Shares Owned After: 24,784 | Ownership: D (Direct)
Footnotes:
[F1] Includes 165 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan.
[Transaction #5]
Security: Class A Common Stock
Date: 2026-09-15 | Code: M (Exercise of derivative)
Shares: +836 | Price: $0.00
Shares Owned After: 25,620 | Ownership: D (Direct)
Footnotes:
[F1] Includes 165 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan.
[Transaction #6]
Security: Class A Common Stock
Date: 2026-09-15 | Code: F (Payment of exercise/tax)
Shares: -426 | Price: $0.00
Shares Owned After: 25,194 | Ownership: D (Direct)
Footnotes:
[F1] Includes 165 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan.
[Transaction #7]
Security: Class A Common Stock
Date: 2026-09-15 | Code: M (Exercise of derivative)
Shares: +1,129 | Price: $0.00
Shares Owned After: 26,323 | Ownership: D (Direct)
Footnotes:
[F1] Includes 165 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan.
[Transaction #8]
Security: Class A Common Stock
Date: 2026-09-15 | Code: F (Payment of exercise/tax)
Shares: -575 | Price: $0.00
Shares Owned After: 25,748 | Ownership: D (Direct)
Footnotes:
[F1] Includes 165 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan.
--- Derivative Transactions ---
[Transaction #1]
Security: Restricted Stock Units
Date: 2026-09-15 | Code: M (Exercise of derivative)
Shares: -2,196 | Price: $0.00
Shares Owned After: 0 | Ownership: D (Direct)
Footnotes:
[F2] Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
[F3] 100% of the shares underlying the RSU vested on September 15, 2026.
[F3] 100% of the shares underlying the RSU vested on September 15, 2026.
[Transaction #2]
Security: Restricted Stock Units
Date: 2026-09-15 | Code: M (Exercise of derivative)
Shares: -484 | Price: $0.00
Shares Owned After: 969 | Ownership: D (Direct)
Footnotes:
[F2] 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 #3]
Security: Restricted Stock Units
Date: 2026-09-15 | Code: M (Exercise of derivative)
Shares: -836 | Price: $0.00
Shares Owned After: 5,016 | Ownership: D (Direct)
Footnotes:
[F2] 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.
[Transaction #4]
Security: Restricted Stock Units
Date: 2026-09-15 | Code: M (Exercise of derivative)
Shares: -1,129 | Price: $0.00
Shares Owned After: 11,291 | Ownership: D (Direct)
Footnotes:
[F2] 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, 2026, 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, 2026, 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: Includes 165 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan.
F2: Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
F3: 100% of the shares underlying the RSU vested on September 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.
F6: 8.33% of the shares underlying the RSU vested on June 15, 2026, 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/ Nathan Francis, attorney-in-fact of the Reporting Person (2026-09-17)
