OKTA / Okta, Inc. - SEC申報文件，年度報告，委任書

FY27 Sales Incentive Terms and Conditions

Exhibit 10.1 FY27 Sales Incentive Terms and Conditions 1.Introduction This Sales Incentive Terms and Conditions (collectively with your Individual Commission Plan (“ICP”) or other commission-based goals) (the “Plan”) outlines the terms and conditions of the Okta Fiscal Year 2027 Sales Compensation Plan. The Plan starts effective 1st February 2026. This applies to all employees (“Plan Participant,”

Second Release

Exhibit 10.2 April 20, 2026 Dear Larissa: This Transition and Separation Agreement (the “Agreement”) confirms the agreement between you and Okta, Inc. (the “Company”) regarding your transition and separation of employment from the Company and the resolution of any disputes you have against the Company. 1. Transition and Separation. Your anticipated employment termination date with the Company is J

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38044 Okta, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) May 28, 2026 Okta, Inc. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) May 28, 2026 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commission

OKTA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (dollars in millions, shares in thousands, except per share data) Three Months Ended April 30, 2026 2025 Revenue: Subscription $ 750 $ 673 Professional services and other 15 15 Total revenue

Exhibit 99.1 Okta Announces First Quarter Fiscal Year 2027 Financial Results •Q1 revenue and subscription revenue grew 11% year-over-year •Remaining performance obligations (RPO) grew 16% year-over-year; current remaining performance obligations (cRPO) grew 12% year-over-year •Operating cash flow of $277 million and free cash flow of $271 million SAN FRANCISCO – May 28, 2026 – Okta, Inc. (Nasdaq:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   SCHEDULE 14A   Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   SCHEDULE 14A   Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ARS

Proxy Statement and Annual Report 2026Okta, Inc., 100 First Street, Suite 600 San Francisco, California 94105 May 7, 2026 Dear Fellow Stockholders: We are living through the biggest platform shift of our lifetimes. AI agents are rapidly transforming technology as we know it, and Okta is transforming with it. As agents and agentic systems proliferate, they will act with more autonomy, connect to mo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) April 21, 2026 Okta, Inc. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) April 21, 2026 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) March 19, 2026 Okta, Inc. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) March 19, 2026 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) March 5, 2026 Okta, Inc. (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) March 5, 2026 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commission

List of Subsidiaries of Okta, Inc.

Exhibit 21.1 List of Subsidiaries of Okta, Inc. Okta Australia Pty Limited (Australia) Okta Federal, Inc. (United States) Okta France SAS (France) Okta GmbH (Germany) Okta Identity India Private Limited (India) Okta Identity Ireland Limited (Ireland) Okta Identity Korea Limited (Korea) Okta Identity Netherlands B.V. (Netherlands) Okta Identity Philippines Inc. (Philippines) Okta Italy S.r.l. (Ital

Table 1: Newly Registered Securities

Calculation of Filing Fee Tables S-8 Okta, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Class A Common Stock, $0.0001 par value per share, 2017 Equity Incentive Plan Other 8,867,893 $ 71.87 $ 637,335,469.91 0.0

OKTA, INC. AMENDED AND RESTATED INSIDER TRADING POLICY

Exhibit 19.1 OKTA, INC. AMENDED AND RESTATED INSIDER TRADING POLICY There are regular opportunities to trade in the common stock (and potentially other securities) issued by or relating to Okta, Inc. (together with its subsidiaries, the “Company”). With that opportunity comes the responsibility to comply with U.S. federal and state and any other applicable securities laws that prohibit insider tra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2026 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38044 Okta, Inc. (Exa

As filed with the U.S. Securities and Exchange Commission on March 5, 2026

As filed with the U.S. Securities and Exchange Commission on March 5, 2026 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Okta, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 26-4175727 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) March 4, 2026 Okta, Inc. (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) March 4, 2026 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commission

OKTA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (dollars in millions, shares in thousands, except per share data) Three Months Ended January 31, Twelve Months Ended January 31, 2026 2025 2026 2025 Revenue: Subscription $ 747 $ 670 $ 2,855

Exhibit 99.1 Okta Announces Fourth Quarter And Fiscal Year 2026 Financial Results •Q4 revenue and subscription revenue grew 11% year-over-year •Remaining performance obligations (RPO) grew 15% year-over-year; current remaining performance obligations (cRPO) grew 12% year-over-year •Operating cash flow of $258 million and free cash flow of $252 million SAN FRANCISCO – March 4, 2026 – Okta, Inc. (Na

Okta Announces $1 Billion Share Repurchase Program

Exhibit 99.1 Okta Announces $1 Billion Share Repurchase Program SAN FRANCISCO, Calif. – Okta, Inc. (Nasdaq: OKTA), the leading independent identity partner, today announced that its board of directors approved a share repurchase program with authorization to purchase up to $1 billion of its Class A Common Stock, effective immediately. This program underscores Okta’s confidence in its business, con

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) January 5, 2026 Okta, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) January 5, 2026 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commissi

Okta Names Rob Bernshteyn and Paul Sagan to Board of Directors

Exhibit 99.1 Okta Names Rob Bernshteyn and Paul Sagan to Board of Directors SAN FRANCISCO – December 19, 2025 – Okta, Inc. (Nasdaq: OKTA), the leading independent identity provider, today announced the appointment of Rob Bernshteyn and Paul Sagan to the Company’s board of directors, effective December 19, 2025. “Rob and Paul bring a wealth of operational experience across SaaS, cybersecurity, and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) December 15, 2025 Okta, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) December 15, 2025 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38044 Okta, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) December 2, 2025 Okta, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) December 2, 2025 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commiss

OKTA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (dollars in millions, shares in thousands, except per share data) Three Months Ended October 31, Nine Months Ended October 31, 2025 2024 2025 2024 Revenue: Subscription $ 724 $ 651 $ 2,108 $

Exhibit 99.1 Okta Announces Third Quarter Fiscal Year 2026 Financial Results •Q3 revenue grew 12% year-over-year; subscription revenue grew 11% year-over-year •Remaining performance obligations (RPO) grew 17% year-over-year; current remaining performance obligations (cRPO) grew 13% year-over-year •Operating cash flow of $218 million and free cash flow of $211 million SAN FRANCISCO – December 2, 20

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144 0001968125 XXXXXXXX LIVE 0001660134 OKTA, INC. 001-38044 100 First Street, Suite 600 San Francisco CA 94105 8887227871 LARISSA N SCHWARTZ Officer Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 1318 119793.02 168459019 10/08/2025 NASDAQ Common 06/15/2019 Restricted Stock Units & Employee Stock Purchase Plan Issuer N 1318 06/15/20

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144 0001865084 XXXXXXXX LIVE 0001660134 OKTA, INC 001-38044 100 First Street, Suite 600 San Francisco CA 94105 8887227871 BRETT TIGHE Officer Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 10000 916900.

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144 0002053652 XXXXXXXX LIVE 0001660134 OKTA, INC. 001-38044 100 First Street, Suite 600 San Francisco CA 94105 8887227871 ERIC KELLEHER Officer Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 2410 220997.00 168459019 10/01/2025 NASDAQ Common 10/01/2025 Exercise of Stock Options Issuer N 2410 10/01/2025 Cash N 10b5-1 Sales for ERIC K

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144 0001700626 XXXXXXXX LIVE 0001660134 Okta, Inc. 001-38044 100 First Street, Suite 600 San Francisco CA 94105 888-722-7871 Todd McKinnon Director Officer Class A Common Stock J.P. Morgan Securities LLC 390 Madison Avenue 6th Floor New York NY 10017 31968 2984852.16 168459019 09/22/2025 Nasdaq Class A Common Stock 09/15/2025 RSU Vesting Issuer N 11286 09/15/2025 Compensation Class A Common Stock

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144 0002010033 XXXXXXXX LIVE 0001660134 OKTA, INC . 001-38044 100 First Street, Suite 600 San Francisco CA 94105 8887227871 JONATHAN JAMES ADDISON Officer Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 6091 548190.00 168459019 09/18/2025 NASDAQ Common 09/15/2025 Restricted Stock Units Issuer N 6091 09/15/2025 N/A N 10b5-1 Sales for

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144 0002053652 XXXXXXXX LIVE 0001660134 OKTA, INC. 001-38044 100 First Street, Suite 600 San Francisco CA 94105 8887227871 ERIC KELLEHER Officer Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 8522 766980.00 168459019 09/18/2025 NASDAQ Common 09/15/2025 Restricted Stock Units Issuer N 8522 09/15/2025 N/A N 10b5-1 Sales for ERIC KELLE

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144 0001968125 XXXXXXXX LIVE 0001660134 OKTA, INC 001-38044 100 First Street, Suite 600 San Francisco CA 94105 8887227871 LARISSA SCHWARTZ Officer COMMON Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 3348 301052.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38044 Okta, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) August 26, 2025 Okta, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) August 26, 2025 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commissi

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA

Exhibit 99.3 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA IN RE OKTA, INC. STOCKHOLDER DERIVATIVE LITIGATION This Document Relates To: Lead Case No. 3:22-cv-07480-SI (Consolidated with Case No. 3:22-cv-08627-SI) ALL ACTIONS. NOTICE OF PROPOSED DERIVATIVE SETTLEMENT The Hon. Susan Illston NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF DERIVATIVE MATTERS TO: ALL CURRENT RECORD HOLDERS

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA

Exhibit 99.2 WOLF HALDENSTEIN ADLER FREEMAN & HERZ LLP BETSY C. MANIFOLD (182450) RACHELE R. BYRD (190634) ALEX J. TRAMONTANO (276666) 750 B Street, Suite 1820 San Diego, CA 92101 Telephone: (619) 239-4599 Facsimile: (619) 234-4599 [email protected] [email protected] [email protected] WEISS LAW Joel E. Elkins (SBN 256020) 611 Wilshire Blvd., Suite 808 Los Angeles, CA 90017 Telephone: (310) 208-28

OKTA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (dollars in millions, shares in thousands, except per share data) Three Months Ended July 31, Six Months Ended July 31, 2025 2024 2025 2024 Revenue: Subscription $ 711 $ 632 $ 1,384 $ 1,235 P

Exhibit 99.1 Okta Announces Second Quarter Fiscal Year 2026 Financial Results •Q2 revenue grew 13% year-over-year; subscription revenue grew 12% year-over-year •Remaining performance obligations (RPO) grew 18% year-over-year; current remaining performance obligations (cRPO) grew 13% year-over-year •Operating cash flow of $167 million and free cash flow of $162 million SAN FRANCISCO – August 26, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) August 11, 2025 Okta, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) August 11, 2025 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commissi

Okta Names David Schellhase and Mary Agnes Wilderotter to Board of Directors

Exhibit 99.1 Okta Names David Schellhase and Mary Agnes Wilderotter to Board of Directors SAN FRANCISCO – August 14, 2025 – Okta, Inc. (Nasdaq: OKTA), the leading independent identity provider, today announced the appointment of David Schellhase and Mary Agnes (Maggie) Wilderotter to the company’s board of directors, effective August 13, 2025. “David and Maggie are proven advisors with a deep unde

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) June 20, 2025 Okta, Inc. (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) June 20, 2025 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commission

Terms and Conditions.

FY26 Sales Incentive Terms and Conditions 1.Introduction This Sales Incentive Terms and Conditions (collectively with your Individual Commission Plan (“ICP”) or other commission-based goals) (the “Plan”) outlines the terms and conditions of the Okta Fiscal Year 2026 Sales Compensation Plan. The Plan starts effective 1st February 2025. This applies to all employees (“Plan Participant,” “you” or “yo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38044 Okta, Inc

OKTA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (dollars in millions, shares in thousands, except per share data) Three Months Ended April 30, 2025 2024 Revenue: Subscription $ 673 $ 603 Professional services and other 15 14 Total revenue

Exhibit 99.1 Okta Announces First Quarter Fiscal Year 2026 Financial Results •Q1 revenue and subscription revenue grew 12% year-over-year •Remaining performance obligations (RPO) grew 21% year-over-year; current remaining performance obligations (cRPO) grew 14% year-over-year •Record GAAP and non-GAAP operating profitability •Operating cash flow of $241 million and free cash flow of $238 million S

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) May 27, 2025 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   SCHEDULE 14A   Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   SCHEDULE 14A   Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

OKTA 2025 ANNUAL REPORT

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144 0002010033 XXXXXXXX LIVE 0001660134 Okta, Inc. 001-38044 100 FIRST STREET SUITE 600 SAN FRANCISCO CA 94105 888-722-7871 Addison Jonathan James Officer Common Morgan Stanley Smith Barney LLC Executive Services 1 NEW YORK PLAZA, 8TH FLOOR NEW YORK NY 10004 7005 708835.95 165800000 04/11/2025 NASDAQ COMMON 03/15/2025 RESTRICTED STOCK ISSUER N 4432 03/15/2025 COMPENSATION COMMON 03/15/2025 PERFORM

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144 0001700626 XXXXXXXX LIVE 0001660134 Okta, Inc. 001-38044 100 First Street, Suite 600 San Francisco CA 94105 888-722-7871 Todd McKinnon Director Officer Class A Common Stock J.P. Morgan Securities LLC 390 Madison Avenue 6th Floor New York NY 10017 234289 26727689.12 165819291 03/20/2025 NASDAQ Class A Common Stock 03/20/2025 Option Exercise Issuer N 224533 03/20/2025 Cash Class A Common Stock 0

As filed with the U.S. Securities and Exchange Commission on March 5, 2025

As filed with the U.S. Securities and Exchange Commission on March 5, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Okta, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 26-4175727 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer

Subsidiaries of the Registrant.

Exhibit 21.1 List of Subsidiaries of Okta, Inc. Okta Australia Pty Limited (Australia) Okta France SAS (France) Okta GmbH (Germany) Okta Identity India Private Limited (India) Okta Identity Ireland Limited (Ireland) Okta Identity Korea Limited (Korea) Okta Identity Netherlands B.V. (Netherlands) Okta Identity Philippines Inc. (Philippines) Okta Italy S.r.l. (Italy) Okta Identity Spain, S.L. (Spain

Filing Fee Table.

Calculation of Filing Fee Tables S-8 Okta, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Class A Common Stock, $0.0001 par value per share, 2017 Equity Incentive Plan Other 8,672,981 $ 89.52 $ 776,405,260.00 0.0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38044 Okta, Inc. (Exa

Insider Trading Polic

Exhibit 19.1 OKTA, INC. AMENDED AND RESTATED INSIDER TRADING POLICY There are regular opportunities to trade in the common stock (and potentially other securities) issued by or relating to Okta, Inc. (together with its subsidiaries, the “Company”). With that opportunity comes the responsibility to comply with U.S. federal and state and any other applicable securities laws that prohibit insider tra

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) March 3, 2025 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commission

OKTA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (dollars in millions, shares in thousands, except per share data) Three Months Ended January 31, Twelve Months Ended January 31, 2025 2024 2025 2024 Revenue: Subscription $ 670 $ 591 $ 2,556

Exhibit 99.1 Okta Announces Fourth Quarter And Fiscal Year 2025 Financial Results •Q4 revenue and subscription revenue grew 13% year-over-year •Remaining performance obligations (RPO) grew 25% year-over-year; current remaining performance obligations (cRPO) grew 15% year-over-year •Record operating profitability •Record operating cash flow of $286 million and free cash flow of $284 million SAN FRA

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144 0001968125 XXXXXXXX LIVE 0001660134 OKTA, INC. 001-38044 100 First Street, Suite 600 San Francisco CA 94105 8887227871 LARISSA SCHWARTZ Officer COMMON Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 9507 934157.82 163604690 02/13/2025 NASDAQ Common 02/13/2025 Exercise of Stock Options Issuer N 9507 02/13/2025 Cash N 10b5-1 Sales for LAR

JOINT ACQUISITION STATEMENT PURSUANT TO SECTION 240.13d-1(k)

EX-1 2 jointfilingstatement.htm EXHIBIT 1 EXHIBIT 1 to SCHEDULE 13G JOINT ACQUISITION STATEMENT PURSUANT TO SECTION 240.13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity

144

144 0001968125 XXXXXXXX LIVE 0001660134 OKTA, INC 001-38044 100 First Street, Suite 600 San Francisco CA 94105 8887227871 LARISSA SCHWARTZ Officer COMMON Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 2740 267588.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) February 10, 2025 Okta, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) February 10, 2025 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commis

Okta Appoints Eric Kelleher as President and Chief Operating Officer Kelleher to help drive Okta’s growth through operational excellence in new role; Eugenio Pace to retire from role as President, Business Operations

Exhibit 99.1 Okta Appoints Eric Kelleher as President and Chief Operating Officer Kelleher to help drive Okta’s growth through operational excellence in new role; Eugenio Pace to retire from role as President, Business Operations SAN FRANCISCO – February 10, 2025 – Okta, Inc. (NASDAQ:OKTA), the leading independent identity partner, today announced the appointment of Eric Kelleher as President and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) February 4, 2025 Okta, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) February 4, 2025 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commiss

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144 0001700842 XXXXXXXX LIVE 0001660134 Okta, Inc. 001-38044 100 FIRST STREET SUITE 600 SAN FRANCISCO CA 94105 888-722-7871 Kerrest Jacques Frederic Officer Class A Common UBS Financial Services Inc. 1000 Harbor Blvd 3rd Floor Weehawken NJ 07086 74999 6637411.50 163604690 01/24/2025 Nasdaq Class A Common 01/24/2025 Exercise of Stock Options Issuer N 65000 01/24/2025 CASH Class A Common 07/22/2009

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38044 Okta, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) December 3, 2024 Okta, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) December 3, 2024 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commiss

OKTA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (dollars in millions, shares in thousands, except per share data) Three Months Ended October 31, Nine Months Ended October 31, 2024 2023 2024 2023 Revenue: Subscription $ 651 $ 569 $ 1,886 $

Exhibit 99.1 Okta Announces Third Quarter Fiscal Year 2025 Financial Results •Q3 revenue grew 14% year-over-year; subscription revenue grew 14% year-over-year •Remaining performance obligations (RPO) grew 19% year-over-year; current remaining performance obligations (cRPO) grew 13% year-over-year •Operating cash flow of $159 million and free cash flow of $154 million SAN FRANCISCO – December 3, 20

144

144 0001968125 XXXXXXXX LIVE 0001660134 OKTA, INC. 001-38044 100 First Street Suite 600 San Francisco CA 94105 (888) 722-7871 LARISSA N SCHWARTZ Officer Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 2791 199556.50 169862056 11/04/2024 NASDAQ COMMON 06/15/2024 Restricted Stock ISSUER N 715 06/15/2024 Not Applicable COMMON 09/15/2024

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144 0001968125 XXXXXXXX LIVE 0001660134 OKTA, INC. 001-38044 100 First Street Suite 600 San Francisco CA 94105 (888) 722-7871 LARISSA N SCHWARTZ Officer Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 2797 217131.11 169862056 10/14/2024 NASDAQ COMMON 09/15/2024 Restricted Stock ISSUER N 1170 09/15/2024 Not Applicable COMMON 06/15/202

rector Compensation Policy,

Exhibit 10.1 Okta, Inc. Amended and Restated Outside Director Compensation Policy The purpose of this Outside Director Compensation Policy (the “Policy”) of Okta, Inc., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors, who are not employees or officers of the Company or it

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38044 Okta, Inc.

OKTA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (dollars in millions, shares in thousands, except per share data) Three Months Ended July 31, Six Months Ended July 31, 2024 2023 2024 2023 Revenue: Subscription $ 632 $ 542 $ 1,235 $ 1,045 P

Exhibit 99.1 Okta Announces Second Quarter Fiscal Year 2025 Financial Results •Q2 revenue grew 16% year-over-year; subscription revenue grew 17% year-over-year •Current remaining performance obligations (cRPO) grew 13% year-over-year to $1.995 billion •Record profitability including GAAP profitability for the first time •Operating cash flow of $86 million and free cash flow of $78 million SAN FRAN

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) August 28, 2024 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commissi

OKTA / Okta, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Okta Inc Class A Title of Class of Securities: Common Stock CUSIP Number: 679295105 Date of Event Which Requires Filing of this Statement: June 28, 2024 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 1

Amended and Restated Bylaws, as adopted on June 20, 2024.

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF OKTA, INC. (Effective as of June 20, 2024) TABLE OF CONTENTS Page ARTICLE I CORPORATE OFFICES 1 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Advance Notice Procedures 2 2.5 Notice of Stockholders’ Meetings 10 2.6 Quorum 10 2.7 Adjourned Meeting; Not

Okta Names Anthony Bates to Board of Directors

Exhibit 99.1 Okta Names Anthony Bates to Board of Directors SAN FRANCISCO – June 24, 2024 – Okta, Inc. (Nasdaq: OKTA), the leading independent identity provider, today announced that Anthony Bates, Chairman and Chief Executive Officer of Genesys Cloud Services, Inc., has been appointed to the company’s board of directors, effective June 21, 2024. “Tony’s passion for technology, extensive experienc

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) June 20, 2024 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commission

OKTA / Okta, Inc. / FMR LLC Passive Investment

SCHEDULE 13G Amendment No.2 OKTA INC CLASS A COMMON STOCK Cusip #679295105 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #679295105 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 16,094,207 Item 6: 0 Item 7: 16,950,896 Item 8: 0 Item 9: 16,950,896 Item 11: 10

144

144 0001700842 XXXXXXXX LIVE 0001660134 Okta, Inc. 001-38044 100 First Street Suite 600 San Francisco CA 94105 1-888-722-7871 Jacques F Kerrest Director Class A Common Stock Goldman Sachs & Co. LLC 200 West Street New York NY 10282 101571 9050991.81 160950261 06/10/2024 NASD Class A Common Stock 08/27/2014 Acquired as compensation - Stock Options Okta, Inc. N 12707 08/27/2014 Compensation - Cashle

5 Sales Incentive Compensation Plan Terms a

Exhibit 10.1 FY25 Sales Incentive Compensation Plan Terms and Conditions Okta, Inc. Sales Incentive Compensation Plan 1 1.Introduction This Sales Incentive Compensation Plan Terms and Conditions (collectively with your Individual Commission Plan (“ICP”) or other commission-based goals) (the “Plan”) outlines the terms and conditions of the Okta Fiscal Year 2025 Sales Compensation Plan. The Plan sta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38044 Okta, Inc

OKTA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (dollars in millions, shares in thousands, except per share data) Three Months Ended April 30, 2024 2023 Revenue: Subscription $ 603 $ 503 Professional services and other 14 15 Total revenue

Exhibit 99.1 Okta Announces First Quarter Fiscal Year 2025 Financial Results •Q1 revenue grew 19% year-over-year; subscription revenue grew 20% year-over-year •Current remaining performance obligations (cRPO) grew 15% year-over-year to $1.949 billion •Record operating cash flow of $219 million and free cash flow of $214 million SAN FRANCISCO – May 29, 2024 – Okta, Inc. (Nasdaq: OKTA), the leading

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) May 29, 2024 Okta, Inc. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) May 29, 2024 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   SCHEDULE 14A   Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   SCHEDULE 14A   Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

OKTA 2024 ANNUAL REPORT

Proxy Statement and Annual Report 2024Okta, Inc., 100 First Street, Suite 600 San Francisco, California 94105 May 9, 2024 Dear Okta Stockholder: I am pleased to invite you to attend the 2024 Annual Meeting of Stockholders of Okta, Inc. to be held on June 20, 2024, at 9:00 a.m. Pacific Time. The Annual Meeting will be held virtually via a live interactive audio webcast on the internet. You will be

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38044 Okta, Inc. (Exa

Filing Fee Table.

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Okta, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A Common Stock, $0.0001 par

Subsidiaries of the Registrant.

Exhibit 21.1 List of Subsidiaries of Okta, Inc. Okta Australia Pty Limited (Australia) Okta France SAS (France) Okta GmbH (Germany) Okta Identity India Private Limited (India) Okta Identity Ireland Limited (Ireland) Okta Identity Korea Limited (Korea) Okta Identity Netherlands B.V. (Netherlands) Okta Identity Philippines Inc. (Philippines) Okta Identity Spain, S.L. (Spain) Okta International, LLC

As filed with the U.S. Securities and Exchange Commission on March 1, 2024

As filed with the U.S. Securities and Exchange Commission on March 1, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Okta, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 26-4175727 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer

Policy Relating to Recovery of Erroneously Awarded Compensation.

Exhibit 97.1 OKTA, INC. COMPENSATION CLAWBACK POLICY Okta, Inc. (the “Company”) has adopted this Compensation Clawback Policy (the “Policy”), effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11. 1. Persons Subject to Policy This Policy shall apply to current and former Officers of the Company. Each

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) February 28, 2024 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commis

OKTA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (dollars in millions, shares in thousands, except per share data) Three Months Ended January 31, Twelve Months Ended January 31, 2024 2023 2024 2023 Revenue: Subscription $ 591 $ 495 $ 2,205

Okta Announces Fourth Quarter And Fiscal Year 2024 Financial Results •Q4 revenue grew 19% year-over-year; subscription revenue grew 20% year-over-year •Current remaining performance obligations (cRPO) grew 16% year-over-year to $1.

OKTA / Okta, Inc. / Kerrest Jacques Frederic - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES AND EXCHANGE ACT OF 1934 (Amendment No. 6)* Okta, Inc. (Name of Issuer) Class A common stock (Title of Class of Securities) 679295 105 (CUSIP Number) December 31, 2023 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this

OKTA / Okta, Inc. / McKinnon Todd - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES AND EXCHANGE ACT OF 1934 (Amendment No. 6)* Okta, Inc. (Name of Issuer) Class A common stock (Title of Class of Securities) 679295 105 (CUSIP Number) December 31, 2023 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this

OKTA / Okta, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01596-oktaincclassa.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Okta, Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 679295105 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate t

OKTA / Okta, Inc. / SANDS CAPITAL MANAGEMENT, LLC Passive Investment

SC 13G 1 okta13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO Section 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO Section 240.13d-2 Under the Securities Exchange Act of 1934 (Amendment No. ) * Okta, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001

OKTA / Okta, Inc. / FMR LLC Passive Investment

SC 13G/A 1 filing.txt SCHEDULE 13G Amendment No.1 OKTA INC CLASS A COMMON STOCK Cusip #679295105 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #679295105 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 14,765,329 Item 6: 0 Item 7: 15,515,353 Item 8: 0 Item 9:

Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) February 1, 2024 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commiss

OKTA / Okta, Inc. / BlackRock Inc. Passive Investment

SC 13G/A 1 us6792951054012924.txt us6792951054012924.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 4) Okta, Inc. - (Name of Issuer) Class A Common Stock - (Title of Class of Securities) 679295105 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box

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144 0001968125 XXXXXXXX LIVE 0001660134 OKTA, INC. 001-38044 100 First Street Suite 600 San Francisco CA 94105 (888) 722-7871 LARISSA N SCHWARTZ Officer Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 38th Floor New York NY 10004 872 72227.76 165345281 01/16/2024 NASDAQ Common 12/15/2023 Restricted Stock Issuer N 872 12/15/2023 Not Applicable N LARISSA N SCHWAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38044 Okta, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) November 29, 2023 Okta, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) November 29, 2023 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commis

Published at https://sec.okta.com/harfiles

Exhibit 99.2 Published at https://sec.okta.com/harfiles October Customer Support Security Incident- Update and Recommended Actions Date: November 29, 2023 In the wake of the security incident Okta disclosed in October 2023 affecting our customer support management system (also known as the Okta Help Center), Okta Security has continued to review our initial analysis shared on November 3, re-examin

OKTA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (dollars in millions, shares in thousands, except per share data) Three Months Ended October 31, Nine Months Ended October 31, 2023 2022 2023 2022 Revenue: Subscription $ 569 $ 466 $ 1,614 $

Okta Announces Third Quarter Fiscal Year 2024 Financial Results •Q3 revenue grew 21% year-over-year; subscription revenue grew 22% year-over-year •Current remaining performance obligations (cRPO) grew 16% year-over-year to $1.

LETTER

United States securities and exchange commission logo November 8, 2023 Brett Tighe Chief Financial Officer Okta, Inc.

* * * *

Via EDGAR Transmission October 24, 2023 Division of Corporation Finance Office of Technology U.

LETTER

United States securities and exchange commission logo October 11, 2023 Brett Tighe Chief Financial Officer Okta, Inc.

* * * *

Via EDGAR Transmission September 27, 2023 Division of Corporation Finance Office of Technology U.

LETTER

United States securities and exchange commission logo September 14, 2023 Brett Tighe Chief Financial Officer Okta, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38044 Okta, Inc.

OKTA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (dollars in millions, shares in thousands, except per share data) Three Months Ended July 31, Six Months Ended July 31, 2023 2022 2023 2022 Revenue: Subscription $ 542 $ 435 $ 1,045 $ 833 Pro

Okta Announces Second Quarter Fiscal Year 2024 Financial Results •Q2 revenue grew 23% year-over-year; subscription revenue grew 24% year-over-year •Current remaining performance obligations (cRPO) grew 18% year-over-year to $1.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) August 24, 2023 Okta, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) August 24, 2023 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2023 Okta, Inc. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2023 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation) (Commission File Number) (

OKTA / Okta Inc - Class A / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Okta Inc. Title of Class of Securities: Common Stock CUSIP Number: 679295105 Date of Event Which Requires Filing of this Statement: May 31, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38044 Okta, Inc

Transition Agreement, dated February 2

Exhibit 10.1 TRANSITION AGREEMENT This Transition Agreement (“Agreement”) is made by and between Jonathan Runyan (“Employee”) and Okta, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”) as of the Effective Date (as defined below). RECITALS WHEREAS, Employee is employed by the Company; WHEREAS, Employee and the Company entered into a Proprieta

OKTA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (dollars in millions, shares in thousands, except per share data) Three Months Ended April 30, 2023 2022 Revenue: Subscription $ 503 $ 398 Professional services and other 15 17 Total revenue

Okta Announces First Quarter Fiscal Year 2024 Financial Results •Q1 revenue grew 25% year-over-year; subscription revenue grew 26% year-over-year •Current remaining performance obligations (cRPO) grew 20% year-over-year to $1.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) May 31, 2023 Okta, Inc. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) May 31, 2023 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   SCHEDULE 14A   Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) April 25, 2023 Okta, Inc. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) April 25, 2023 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commissio

Subsidiaries of the Registrant.

Exhibit 21.1 List of Subsidiaries of Okta, Inc. Okta Australia Pty Limited (Australia) Okta France SAS (France) Okta GmbH (Germany) Okta Identity India Private Limited (India) Okta Identity Ireland Limited (Ireland) Okta Identity Korea Limited (Korea) Okta Identity Netherlands B.V. (Netherlands) Okta Identity Philippines Inc. (Philippines) Okta Identity Spain, S.L. (Spain) Okta International, LLC

As filed with the U.S. Securities and Exchange Commission on March 3, 2023

S-8 As filed with the U.S. Securities and Exchange Commission on March 3, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Okta, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 26-4175727 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Emplo

between the Registrant and Susan St. Ledger

Exhibit 10.16 TRANSITION AGREEMENT AND RELEASE This Separation Agreement and Release (“Agreement”) is made by and between Susan St. Ledger (“Employee”) and Okta, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”) as of the Effective Date (as defined below). RECITALS WHEREAS, Employee is employed by the Company; WHEREAS, Employee and the Compan

Annual Report on Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38044 Okta, Inc. (Exa

Filing Fee Table.

EX-FILING FEES Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Okta, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A Common Stoc

OKTA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (dollars in millions, shares in thousands, except per share data) Three Months Ended January 31, Twelve Months Ended January 31, 2023 2022 2023 2022 Revenue: Subscription $ 495 $ 369 $ 1,794

Okta Announces Fourth Quarter And Fiscal Year 2023 Financial Results •Q4 revenue grew 33% year-over-year; subscription revenue grew 34% year-over-year •Current remaining performance obligations (cRPO) grew 25% year-over-year to $1.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) February 27, 2023 Okta, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) February 27, 2023 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commis

OKTA / Okta Inc / McKinnon Todd - SC 13G/A Passive Investment

SC 13G/A 1 d406897dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES AND EXCHANGE ACT OF 1934 (Amendment No. 5)* Okta, Inc. (Name of Issuer) Class A common stock (Title of Class of Securities) 679295 105 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to de

OKTA / Okta Inc / PRICE T ROWE ASSOCIATES INC /MD/ Passive Investment

SC 13G/A 1 okta13gadec22.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) OKTA INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 679295105 (CUSIP NUMBER) December 31, 2022 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to wh

OKTA / Okta Inc / Kerrest Jacques Frederic - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES AND EXCHANGE ACT OF 1934 (Amendment No. 5)* Okta, Inc. (Name of Issuer) Class A common stock (Title of Class of Securities) 679295 105 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to w

OKTA / Okta Inc / FMR LLC Passive Investment

SC 13G 1 filing.txt SCHEDULE 13G Amendment No.0 OKTA INC CLASS A COMMON STOCK Cusip #679295105 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #679295105 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 7,553,304 Item 6: 0 Item 7: 8,385,387 Item 8: 0 Item 9: 8,38

OKTA / Okta Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01565-oktainc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: Okta Inc. Title of Class of Securities: Common Stock CUSIP Number: 679295105 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuan

OKTA / Okta Inc / BlackRock Inc. Passive Investment

SC 13G/A 1 us6792951054020723.txt us6792951054020723.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 3) Okta, Inc. - (Name of Issuer) Class A Common Stock - (Title of Class of Securities) 679295105 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box

1

EX-99.1 Exhibit 99.1 Subject: Reducing our Workforce by 5% Hi Everyone, I have made the very difficult decision to reduce our global workforce by 5% or approximately 300 employees. If you work in the US, you will receive an email in the next 15 minutes notifying you if your role is impacted or not. If your role is impacted, your leadership will schedule a meeting this morning to discuss next steps

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) February 2, 2023 Okta, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) February 2, 2023 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38044 Okta, I

OKTA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) Three Months Ended October 31, Nine Months Ended October 31, 2022 2021 2022 2021 Revenue: Subscription $ 465,856 $ 336,702 $ 1,299,181 $ 879,881 Professi

Okta Announces Third Quarter Fiscal Year 2023 Financial Results •Q3 revenue grew 37% year-over-year; subscription revenue grew 38% year-over-year •Remaining performance obligations (RPO) grew 21% year-over-year to $2.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) November 28, 2022 Okta, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) November 28, 2022 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38044 Okta, Inc.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) August 26, 2022 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commissi

OKTA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) Three Months Ended July 31, Six Months Ended July 31, 2022 2021 2022 2021 Revenue: Subscription $ 435,384 $ 303,121 $ 833,325 $ 543,179 Professional serv

Okta Announces Second Quarter Fiscal Year 2023 Financial Results ?Q2 revenue grew 43% year-over-year; subscription revenue grew 44% year-over-year ?Remaining performance obligations (RPO) grew 25% year-over-year to $2.

Okta, Inc.

Exhibit 99.2 Okta, Inc. 100 First St., Suite 600 San Francisco, CA 94105 888-722-7871 okta.com August 26, 2022 J. Frederic Kerrest via Email Re: Your Sabbatical Dear Frederic: This letter (this ?Agreement?) memorializes our agreement regarding your sabbatical with Okta, Inc. (the ?Company?). Your sabbatical will begin on November 1, 2022, and will continue through and including October 31, 2023 (s

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) August 19, 2022 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commissi

Okta Names Emilie Choi to Board of Directors

Exhibit 99.1 Okta Names Emilie Choi to Board of Directors SAN FRANCISCO ? August 22, 2022 ? Okta, Inc. (Nasdaq: OKTA), the leading independent identity provider, today announced that Emilie Choi, President and Chief Operating Officer of Coinbase Global, Inc., has been appointed to the company?s board of directors, effective August 19, 2022. ?Emilie?s passion for entrepreneurship, technology, and s

Okta Announces Appointment of Shibu Ninan as New Chief Accounting Officer

Exhibit 99.1 Okta Announces Appointment of Shibu Ninan as New Chief Accounting Officer SAN FRANCISCO ? July 18, 2022 ? Okta, Inc. (Nasdaq: OKTA), the leading independent identity provider, today announced the appointment of Shibu Ninan as Chief Accounting Officer effective August 15, 2022. ?With over 25 years of experience and a demonstrated track record of leading global finance teams in North Am

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) July 18, 2022 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commission

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2022 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation) (Commission File Number) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38044 Okta, Inc

OKTA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) Three Months Ended April 30, 2022 2021 Revenue: Subscription $ 397,941 $ 240,058 Professional services and other 17,002 10,948 Total revenue 414,943 251,

Okta Announces First Quarter Fiscal Year 2023 Financial Results ?Q1 revenue grew 65% year-over-year; subscription revenue grew 66% year-over-year ?Remaining performance obligations (RPO) grew 43% year-over-year to $2.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) June 2, 2022 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 oktainc2022proxystatement.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   SCHEDULE 14A   Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Com

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) April 27, 2022 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commissio

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) March 21, 2022 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commiss

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) March 21, 2022 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commissio

Filing Fee Table.

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Okta, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 ? Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A Common Stock, $0.0001 par

Subsidiaries of the Registrant.

Exhibit 21.1 List of Subsidiaries of Okta, Inc. Okta Australia Pty Limited (Australia) Okta France SAS (France) Okta GmbH (Germany) Okta Identity Ireland Limited (Ireland) Okta Identity Korea Limited (Korea) Okta Identity Netherlands B.V. (Netherlands) Okta Identity Philippines Inc. (Philippines) Okta Japan K.K. (Japan) Okta SG Pte. Ltd. (Singapore) Okta Software Canada, Inc. (Canada) Okta Switzer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38044 Okta, Inc. (Exa

As filed with the U.S. Securities and Exchange Commission on March 7, 2022

As filed with the U.S. Securities and Exchange Commission on March 7, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Okta, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 26-4175727 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer

OKTA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) Three Months Ended January 31, Twelve Months Ended January 31, 2022 2021 2022 2021 Revenue: Subscription $ 369,329 $ 225,400 $ 1,249,210 $ 796,613 Profes

Okta Announces Strong Fourth Quarter And Fiscal Year 2022 Results ?Q4 revenue grew 63% year-over-year; subscription revenue grew 64% year-over-year ?Fiscal year 2022 revenue totaled $1.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) March 2, 2022 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commission

OKTA / Okta Inc / McKinnon Todd - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES AND EXCHANGE ACT OF 1934 (Amendment No. 4)* Okta, Inc. (Name of Issuer) Class A common stock (Title of Class of Securities) 679295 105 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this

OKTA / Okta Inc / Kerrest Jacques Frederic - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES AND EXCHANGE ACT OF 1934 (Amendment No. 4)* Okta, Inc. (Name of Issuer) Class A common stock (Title of Class of Securities) 679295 105 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this

OKTA / Okta Inc / PRICE T ROWE ASSOCIATES INC /MD/ Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Okta, Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 679295105 (CUSIP NUMBER) December 31, 2021 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is filed:

OKTA / Okta Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Okta Inc. Title of Class of Securities: Common Stock CUSIP Number: 679295105 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule 13d-

OKTA / Okta Inc / BlackRock Inc. Passive Investment

us6792951054020322.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 2) Okta Inc - (Name of Issuer) Class A Common Stock - (Title of Class of Securities) 679295105 - (CUSIP Number) December 31, 2021 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

Okta Appoints Brett Tighe as Chief Financial Officer

Exhibit 99.1 Okta Appoints Brett Tighe as Chief Financial Officer SAN FRANCISCO ? January 28, 2022 ? Okta, Inc. (Nasdaq: OKTA), the leading independent identity provider, today announced that Brett Tighe, Okta?s interim Chief Financial Officer, has been appointed to the role of Chief Financial Officer, effective immediately. ?Brett has been a key member of the finance organization since joining Ok

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) January 28, 2022 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commiss

Third Amendment dated August 17, 2021 to Office Lease Agreement dated December 2, 2017 between Okta, Inc. and KR 100 First Street Owner, LLC.

Exhibit 10.1 THIRD AMENDMENT TO OFFICE LEASE THIS THIRD AMENDMENT TO OFFICE LEASE (this ?Amendment?) is made and entered into as of August 17, 2021, by and between KR 100 FIRST STREET OWNER, LLC, a Delaware limited liability company (?Landlord?), and OKTA, INC., a Delaware corporation (?Tenant?). RECITALS A.Landlord and Tenant are parties to that certain Office Lease dated December 2, 2017 (the ?O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38044 Okta, I

OKTA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) Three Months Ended October 31, Nine Months Ended October 31, 2021 2020 2021 2020 Revenue: Subscription $ 336,702 $ 206,743 $ 879,881 $ 571,213 Profession

Okta Announces Strong Third Quarter Results ?Q3 revenue grew 61% year-over-year; subscription revenue grew 63% year-over-year ?Remaining performance obligations (RPO) grew 49% year-over-year to $2.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) December 1, 2021 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commiss

OKTA / Okta Inc / MORGAN STANLEY - MS AMENDMENT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.3)* Okta, Inc. - (Name of Issuer) Class A Common Stock - (Title of Class of Securities) 679295105 - (CUSIP Number) October 29, 2021 - (Date Of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi

OKTA / Okta Inc / FMR LLC Passive Investment

SCHEDULE 13G Amendment No. 7 OKTA INC CLASS A COMMON STOCK Cusip #679295105 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #679295105 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 814,261 Item 6: 0 Item 7: 3,617,605 Item 8: 0 Item 9: 3,617,605 Item 11: 2.448%

Transition Agreement by and between Michael Kourey and Okta, Inc. dated May 24, 2021

Exhibit 10.3 100 First St. 6th Floor San Francisco, CA 94105 888-722-7871 okta.com May 24, 2021 PERSONAL AND CONFIDENTIAL Mike Kourey Re: Transitional Advisory Agreement and Release Dear Mike: This letter confirms our previous discussions concerning your employment with Okta, Inc. (the ?Company?). This letter also proposes an agreement (the ?Agreement?) between you and the Company regarding the te

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38044 Okta, Inc.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) September 1, 2021 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commis

OKTA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Revenue: Subscription $ 303,121 $ 190,689 $ 543,179 $ 364,470 Professional serv

Okta Announces Strong Second Quarter Results ?Q2 revenue grew 57% year-over-year; subscription revenue grew 59% year-over-year ?Remaining performance obligations (RPO) grew 57% year-over-year to $2.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2021 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation) (Commission File Number) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

DEFA14A 1 nc10025265x1defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38044 Okta, Inc

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) May 26, 2021 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commission

OKTA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) Three Months Ended April 30, 2021 2020 Revenue: Subscription $ 240,058 $ 173,781 Professional services and other 10,948 9,078 Total revenue 251,006 182,8

Okta Announces Strong First Quarter Results ?Q1 revenue grew 37% year-over-year; subscription revenue grew 38% year-over-year ?Remaining performance obligations (RPO) grew 52% year-over-year to $1.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) May 25, 2021 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commission

Okta Welcomes Experienced Financial Executive Jeff Epstein to Board of Directors Brings Significant Public Company, Financial, Global Enterprise Technology and Marketplace Expertise Jeff to Serve as Audit Committee Chair

Exhibit 99.1 Okta Welcomes Experienced Financial Executive Jeff Epstein to Board of Directors Brings Significant Public Company, Financial, Global Enterprise Technology and Marketplace Expertise Jeff to Serve as Audit Committee Chair SAN FRANCISCO ? May 26, 2021 ? Okta, Inc. (NASDAQ:OKTA), the leading independent provider of identity for the enterprise, announced the appointment of Jeff Epstein, t

Auth0, Inc. Phantom Unit Plan.

Exhibit 99.2 AUTH0, INC. PHANTOM UNIT PLAN (as amended and restated effective January 22, 2020) Section 1. Establishment and Purpose. The Auth0, Inc. Phantom Unit Plan (the ?Plan?) is hereby established by Auth0, Inc. (the ?Company?), effective as of September 9,2016 (the ?Effective Date?). The purpose of the Plan is to provide a means through which those key employees, consultants, independent co

Agreement and Plan of Merger, dated as of March 3, 2021, by and among Okta, Inc., Auth0, Inc., Ardbeg Merger Sub, Inc., and Fortis Advisors LLC.

Exhibit 2.1 EXECUTION AGREEMENT AND PLAN OF MERGER BY AND AMONG OKTA, INC., ARDBEG MERGER SUB, INC., AUTH0, INC. AND FORTIS ADVISORS LLC, AS THE SECURITYHOLDER REPRESENTATIVE March 3, 2021 TABLE OF CONTENTS PAGE ARTICLE 1. DEFINITIONS 2 Section 1.01 Definitions 2 Section 1.02 Interpretative Provisions 22 ARTICLE 2. DESCRIPTION OF THE TRANSACTION 24 Section 2.01 Closing 24 Section 2.02 The Merger;

Auth0, Inc. 2014 Equity Incentive Plan.

Exhibit 99.1 AUTH0, INC. 2014 EQUITY INCENTIVE PLAN SECTION 1. Purpose; Definitions. The purposes of the Auth0, Inc. 2014 Equity Incentive Plan (the ?Plan?) are to: (a) enable Auth0, Inc., a Delaware corporation (the ?Company?) and its affiliated companies to recruit and retain highly qualified employees, directors and consultants; (b) provide those employees, directors and consultants with an inc

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2021 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other Jurisdiction of Incorporation) (Commission File Number) (I

CALCULATION OF REGISTRATION FEE Title of each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Share(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(1) Class A Common Stock, p

Table of Contents Filed pursuant to Rule 424(b)(7) Registration No. 333-230289 CALCULATION OF REGISTRATION FEE Title of each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Share(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(1) Class A Common Stock, par value $0.0001 per share 20,421,669 $235.99 $4,819,309,667.31 $525,78

File No. 333-255939

As filed with the U.S. Securities and Exchange Commission on May 7, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 Okta, Inc. (Exact name of Registrant as specified in its charter) Delaware 26-4175727 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Id

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Proxy Statement

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 14A ? Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ? Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ?? ? ? Check the appropriate box: ?? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by Rule 14

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2021 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other Jurisdiction of Incorporation) (Commission File Number) (IR

Okta Completes Acquisition of Auth0 Identity leaders combine developer and enterprise expertise, offering customers more flexibility

Exhibit 99.1 Okta Completes Acquisition of Auth0 Identity leaders combine developer and enterprise expertise, offering customers more flexibility San Francisco, CA ? May 3, 2021 ? Okta, Inc. (NASDAQ:OKTA), the leading independent identity provider, today announced the successful completion of its acquisition of Auth0, a leading identity platform for application teams. Together, Okta and Auth0 addr

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38044 Okta, Inc. (Exa

Subsidiaries of the Registrant.

Exhibit 21.1 List of Subsidiaries of Okta, Inc. Azuqua, Inc. (Washington) Okta Australia Pty Limited (Australia) Okta France SAS (France) Okta GmbH (Germany) Okta Identity Korea Limited (Korea) Okta Identity Netherlands B.V. (Netherlands) Okta Identity Philippines Inc. (Philippines) Okta Japan K.K. (Japan) Okta SG Pte. Ltd. (Singapore) Okta Software Canada, Inc. (Canada) Okta Switzerland GmbH (Swi

File No. 333-253888

As filed with the U.S. Securities and Exchange Commission on March 4, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Okta, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 26-4175727 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer

Second Amendment dated October 14, 2020 to Office Lease Agreement dated December 2, 2017 between the Registrant and KR 100 First Street Owner, LLC.

{2445-00178/00946476;8} 1 SECOND AMENDMENT TO OFFICE LEASE THIS SECOND AMENDMENT TO OFFICE LEASE (this ?Amendment?) is made and entered into as of October 14, 2020, by and between KR 100 FIRST STREET OWNER, LLC, a Delaware limited liability company (?Landlord?), and OKTA, INC.

OKTA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) Three Months Ended January 31, Twelve Months Ended January 31, 2021 2020 2021 2020 Revenue: Subscription $ 225,400 $ 158,514 $ 796,613 $ 552,688 Professi

Okta Announces Strong Fourth Quarter and Fiscal Year 2021 Results •Q4 revenue grew 40% year-over-year; subscription revenue grew 42% year-over-year •Fiscal year 2021 revenue totaled $835 million and grew 43% year-over-year; subscription revenue grew 44% year-over-year •Remaining performance obligations (RPO) grew 49% year-over-year to $1.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2021 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other Jurisdiction of Incorporation) (Commission File Number) (

Okta Signs Definitive Agreement to Acquire Auth0 to Provide Customer Identity for the Internet Acquisition will accelerate Okta’s journey to provide identity for the internet, bringing choice and flexibility to both developers and the world’s largest

EX-99.1 2 d149091dex991.htm EX-99.1 Exhibit 99.1 Okta Signs Definitive Agreement to Acquire Auth0 to Provide Customer Identity for the Internet Acquisition will accelerate Okta’s journey to provide identity for the internet, bringing choice and flexibility to both developers and the world’s largest organizations San Francisco, CA — March 3, 2021 — Okta, Inc. (NASDAQ:OKTA), the leading independent

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) March 3, 2021 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commission

SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Okta, Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 679295105 (CUSIP NUMBER) December 31, 2020 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is filed:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES AND EXCHANGE ACT OF 1934 (Amendment No. 3)* Okta, Inc. (Name of Issuer) Class A common stock (Title of Class of Securities) (CUSIP Number) Decem

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES AND EXCHANGE ACT OF 1934 (Amendment No. 3)* Okta, Inc. (Name of Issuer) Class A common stock (Title of Class of Securities) 679295 105 (CUSIP Number) December 31, 2020 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to w

MS AMENDMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.2)* Okta, Inc. - (Name of Issuer) Class A Common Stock - (Title of Class of Securities) 679295105 - (CUSIP Number) December 31, 2020 - (Date Of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES AND EXCHANGE ACT OF 1934 (Amendment No. 3)* Okta, Inc. (Name of Issuer) Class A common stock (Title of Class of Securities) (CUSIP Number) Decem

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES AND EXCHANGE ACT OF 1934 (Amendment No. 3)* Okta, Inc. (Name of Issuer) Class A common stock (Title of Class of Securities) 679295 105 (CUSIP Number) December 31, 2020 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to w

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Okta Inc. Title of Class of Securities: Common Stock CUSIP Number: 679295105 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-

SC 13G/A

SCHEDULE 13G Amendment No. 6 OKTA INC CLASS A COMMON STOCK Cusip #679295105 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #679295105 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 1,927,243 Item 6: 0 Item 7: 9,046,822 Item 8: 0 Item 9: 9,046,822 Item 11: 7.45

SC 13G/A

us6792951054020421.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 1) Okta, Inc. - (Name of Issuer) Class A Common Stock - (Title of Class of Securities) 679295105 - (CUSIP Number) December 31, 2020 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38044 Okta, I

OKTA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) Three Months Ended October 31, Nine Months Ended October 31, 2020 2019 2020 2019 Revenue: Subscription $ 206,743 $ 144,517 $ 571,213 $ 394,174 Profession

Okta Announces Strong Third Quarter Results •Increases revenue and operating profit outlook for fiscal 2021 •Q3 revenue grew 42% year-over-year; subscription revenue grew 43% year-over-year •Remaining performance obligations (RPO), or subscription revenue backlog, grew 53% year-over-year •Record quarterly operating and free cash flows •Appoints Board Member Mike Kourey to succeed Bill Losch, who is retiring, as Chief Financial Officer in March 2021 SAN FRANCISCO – December 2, 2020 – Okta, Inc.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) December 2, 2020 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commiss

OKTA / Okta, Inc. / MORGAN STANLEY - MS AMENDMENT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* Okta, Inc. - (Name of Issuer) Class A Common Stock - (Title of Class of Securities) 679295105 - (CUSIP Number) September 30, 2020 - (Date Of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38044 Okta, Inc.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) August 27, 2020 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commissi

OKTA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) Three Months Ended July 31, Six Months Ended July 31, 2020 2019 2020 2019 Revenue: Subscription $ 190,689 $ 132,494 $ 364,470 $ 249,657 Professional serv

EX-99.1 2 okta-7312020ex991.htm EXHIBIT 99.1 Okta Announces Strong Second Quarter Results • Increases revenue and operating profit outlook for fiscal 2021 • Q2 revenue grew 43% year-over-year; subscription revenue grew 44% year-over-year • Remaining performance obligations, or subscription revenue backlog, grew 56% year-over-year SAN FRANCISCO – August 27, 2020 – Okta, Inc. (NASDAQ: OKTA), the lea

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2020 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation) (Commission File Number) (

Indenture, dated as of June 12, 2020, between Okta, Inc. and Wilmington Trust, National Association, as trustee.

EX-4.1 Exhibit 4.1 OKTA, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 12, 2020 0.375% Convertible Senior Notes due 2026 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01 . Definitions 1 Section 1.02 . References to Interest 14 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01 . Designation and Amount 14 Sectio

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) June 9, 2020 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation) (Commission File Number) (I.

Form of Capped Call Transaction Confirmation.

EX-10.1 3 d943300dex101.htm EX-10.1 Exhibit 10.1 []1 To: []2 [] [] From: [] Re: [Base]3[Additional]4 Capped Call Transaction Ref. No: []5 Date: [], 2020 Dear Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the “Transaction”) between [] (“Dealer”

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) June 8, 2020 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation) (Commission File Number) (I.

Okta, Inc. Announces Private Offering of $1.0 Billion of Convertible Senior Notes

EX-99.1 Exhibit 99.1 Okta, Inc. Announces Private Offering of $1.0 Billion of Convertible Senior Notes June 8, 2020 SAN FRANCISCO—(BUSINESS WIRE)—June 8, 2020—Okta, Inc. (“Okta”) (NASDAQ: OKTA) today announced its intention to offer, subject to market conditions and other factors, $1.0 billion in aggregate principal amount of Convertible Senior Notes due 2026 (the “notes”) in a private offering (t

Okta, Inc. Announces Pricing of Offering of $1.0 Billion of Convertible Senior Notes

EX-99.2 Exhibit 99.2 Okta, Inc. Announces Pricing of Offering of $1.0 Billion of Convertible Senior Notes June 10, 2020 SAN FRANCISCO—(BUSINESS WIRE)—June 10, 2020—Okta, Inc. (“Okta”) (NASDAQ:OKTA) today announced the pricing of $1.0 billion aggregate principal amount of Convertible Senior Notes due 2026 (the “notes”) in a private offering (the “offering”) to qualified institutional buyers pursuan

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38044 Okta, Inc

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) May 26, 2020 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commission

OKTA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) Three Months Ended April 30, 2020 2019 Revenue: Subscription $ 173,781 $ 117,163 Professional services and other 9,078 8,060 Total revenue 182,859 125,22

Okta Announces Strong First Quarter Results • Reaffirms revenue outlook and improves operating profit outlook for fiscal 2021 • Q1 revenue grew 46% year-over-year; subscription revenue grew 48% year-over-year • Remaining performance obligations, or subscription revenue backlog, grew 57% year-over-year • Record operating and free cash flows SAN FRANCISCO – May 28, 2020 – Okta, Inc.

- DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) April 15, 2020 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commissio

1

EX-99.1 Exhibit 99.1 Okta Hosts Virtual Investor Day in Conjunction with Oktane20 Live • Reaffirms revenue outlook and improves operating profit outlook for first quarter and full year fiscal 2021 SAN FRANCISCO – April 1, 2020 – Okta, Inc. (NASDAQ: OKTA), the leading independent provider of identity for the enterprise, is hosting its virtual Investor Day today in conjunction with Oktane20 Live. In

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) April 1, 2020 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commission

File No. 333-236931

Form S-8 As filed with the U.S. Securities and Exchange Commission on March 6, 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Okta, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 26-4175727 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S.

Subsidiaries of the Registrant.

Exhibit 21.1 List of Subsidiaries of Okta, Inc. Azuqua, Inc. (Washington) Okta Australia Pty Limited (Australia) Okta France SAS (France) Okta GmbH (Germany) Okta Identity Netherlands BV (Netherlands) Okta SG Pte. Ltd. (Singapore) Okta Software Canada, Inc. (Canada) Okta UK LTD (United Kingdom) ScaleFT, Inc. (Delaware)

Exhibit 4.6 to the Registrant’s Annual Report on Form 10-K

Exhibit 4.6 DESCRIPTION OF THE COMPANY’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of January 31, 2020, Okta, Inc. (“Company,” “we,” “us,” and “our”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Securities Act”): our Class A common stock. DESCRIPTION OF CLASS A COMMON STOCK

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38044 Okta, Inc. (Exa

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) March 5, 2020 Okta, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38044 26-4175727 (State or other jurisdiction of incorporation or organization) (Commission

OKTA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) Three Months Ended January 31, Twelve Months Ended January 31, 2020 2019 2020 2019 Revenue: Subscription $ 158,514 $ 108,462 $ 552,688 $ 370,855 Professi

Okta Announces Strong Fourth Quarter and Fiscal 2020 Financial Results • Q4 revenue grew 45% year-over-year; subscription revenue grew 46% year-over-year • Remaining performance obligations, or subscription revenue backlog, grew 66% year-over-year • Achieved positive operating and free cash flows for fiscal 2020 SAN FRANCISCO – March 5, 2020 – Okta, Inc.

OKTA / Okta, Inc. / PRICE T ROWE ASSOCIATES INC /MD/ Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Okta, Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 679295105 (CUSIP NUMBER) December 31, 2019 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is filed:

OKTA / Okta, Inc. / Mckinnon Todd - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES AND EXCHANGE ACT OF 1934 (Amendment No. 2)* Okta, Inc. (Name of Issuer) Class A common stock (Title of Class of Securities) 679295 105 (CUSIP Number) December 31, 2019 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to w

OKTA / Okta, Inc. / Kerrest Jacques Frederic - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES AND EXCHANGE ACT OF 1934 (Amendment No. 2)* Okta, Inc. (Name of Issuer) Class A common stock (Title of Class of Securities) 679295 105 (CUSIP Number) December 31, 2019 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to w

OKTA / Okta, Inc. / MORGAN STANLEY - MS INITIAL Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Okta, Inc. - (Name of Issuer) Class A Common Stock - (Title of Class of Securities) 679295105 - (CUSIP Number) December 31, 2019 - (Date Of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi

OKTA / Okta, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Okta Inc Title of Class of Securities: Common Stock CUSIP Number: 679295105 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1

OKTA / Okta, Inc. / BlackRock Inc. Passive Investment

us6792951054020720.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) OKTA INC - (Name of Issuer) Class A Common Stock - (Title of Class of Securities) 679295105 - (CUSIP Number) December 31, 2019 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

OKTA / Okta, Inc. / FMR LLC / Fidelity Passive Investment

SCHEDULE 13G Amendment No. 5 OKTA INC CLASS A COMMON STOCK Cusip #679295105 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #679295105 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 2,074,980 Item 6: 0 Item 7: 9,943,831 Item 8: 0 Item 9: 9,943,831 Item 11: 8.83

Amendment dated August 29, 2019 to Office Lease Agreement dated December 2, 2017 between the Registrant and KR 100 First Street Owner, LLC.

FIRST AMENDMENT TO OFFICE LEASE THIS FIRST AMENDMENT TO OFFICE LEASE (this “Amendment”) is made and entered into as of August 29, 2019, by and between KR 100 FIRST STREET OWNER, LLC, a Delaware limited liability company (“Landlord”), and OKTA, INC.

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38044 Okta, I