Sec Form 4 Filing - Tighe Brett @ Okta, Inc. - 2024-03-11

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Tighe Brett 2. Issuer Name and Ticker or Trading Symbol Okta, Inc. [ OKTA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 100 FIRST ST, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 03/11/2024 (Street) SAN FRANCISCO, CA94105 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 03/11/2024 A 5,049 ( 1 ) A $ 0 75,432 ( 2 ) D Class A Common Stock 03/11/2024 A 12,407 ( 3 ) A $ 0 87,839 ( 4 ) D Class A Common Stock 1,250 I By Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 5 ) ( 6 ) ( 6 ) Class A Common Stock 604 604 D Restricted Stock Units ( 5 ) ( 7 ) ( 7 ) Class A Common Stock 1,660 1,660 D Restricted Stock Units ( 5 ) ( 8 ) ( 8 ) Class A Common Stock 1,011 1,011 D Restricted Stock Units ( 5 ) ( 9 ) ( 9 ) Class A Common Stock 41,222 41,222 D Restricted Stock Units ( 5 ) ( 10 ) ( 10 ) Class A Common Stock 56,679 56,679 D Class B Common Stock ( 11 ) ( 11 ) ( 11 ) Class A Common Stock 69,046 69,046 I By Trust

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tighe Brett 100 FIRST ST, SUITE 600 SAN FRANCISCO, CA94105 Chief Financial Officer Signatures /s/ Alan Smith, attorney-in-fact of the Reporting Person 03/13/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 22, 2022, 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 March 11, 2024, the Compensation Committee of the Board of Directors determined that 5,049 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, 2024. ( 2 )Includes 5,049 PSUs, with each PSU representing the right to receive one share of the Issuer's Class A Common Stock. ( 3 )On March 21, 2023, the Reporting Person was granted PSUs, the vesting of which is subject to the achievement of certain performance criteria and to a service-based vesting criteria. On March 11, 2024, the Compensation Committee of the Board of Directors determined that 12,407 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, 2024. ( 4 )Includes 17,456 PSUs, with each PSU representing the right to receive one share of the Issuer's Class A Common Stock. ( 5 )Each Restricted Stock Unit ("RSU") represents the right to receive one share of Class A Common Stock. ( 6 )6.25% of the shares underlying the RSU vested on September 15, 2020, and the remaining shares underlying the RSU shall vest in 15 equal quarterly installmentsthereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date. ( 7 )6.25% of the shares underlying the RSU vested on March 15, 2021, 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. ( 8 )6.25% of the shares underlying the RSU vested on June 15, 2021, 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. ( 9 )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. ( 10 )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. ( 11 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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