Shibu Ninan - 11 Feb 2025 Form 4 Insider Report for Okta, Inc. (OKTA)

Role: Chief Accounting Officer
Signature: /s/ Alan Smith, attorney-in-fact of the Reporting Person
Issuer symbol: OKTA
Transactions as of: 11 Feb 2025
Net transactions value: $0
Form type: 4
Filing time: 13 Feb 2025, 17:04:48 UTC
Previous filing: 17 Dec 2024
Next filing: 18 Mar 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OKTA	Class A Common Stock	Award	$0	+1,095	+12%	$0.000000	10,274	11 Feb 2025	Direct	F1, F2
transaction	OKTA	Class A Common Stock	Award	$0	+1,936	+19%	$0.000000	12,210	11 Feb 2025	Direct	F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	OKTA	Restricted Stock Units						15,371	11 Feb 2025	Class A Common Stock	15,371		Direct	F5, F6
holding	OKTA	Restricted Stock Units						2,779	11 Feb 2025	Class A Common Stock	2,779		Direct	F5, F7
holding	OKTA	Restricted Stock Units						4,358	11 Feb 2025	Class A Common Stock	4,358		Direct	F5, F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On March 21, 2023, 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 February 11, 2025, the Compensation Committee of the Board of Directors determined that 1,095 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, 2025.
F2	Includes 122 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan and 1,095 PSUs, with each PSU representing the right to receive one share of the Issuer's Class A Common Stock.
F3	On March 29, 2024, 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 February 11, 2025, the Compensation Committee of the Board of Directors determined that 1,936 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, 2025.
F4	Includes 122 shares of Class A Common Stock acquired under a Section 423 Employee Stock Purchase Plan and 3,031 PSUs, with each PSU representing the right to receive one share of the Issuer's Class A Common Stock.
F5	Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
F6	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.
F7	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 shall vest 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.