Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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

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1. Name and Address of Reporting Person * Tighe Brett 2. Issuer Name and Ticker or Trading Symbol Okta, Inc. [OKTA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 100 FIRST ST, SUITE 600 3. Date of Earliest Transaction (Month/Day/Year) 02/25/2026 (Street) SAN FRANCISCO, CA 94105 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 02/25/2026 A 35,226(1) A $ 0 169,611(2) D Class A Common Stock 02/25/2026 A 15,493(3) A $ 0 185,104(4) D Class A Common Stock 02/25/2026 A 14,079(5) A $ 0 199,183(6) D Class A Common Stock 1,250 I By Trust

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(7)							(8)	(8)	Class A Common Stock	4,581		4,581	D
Restricted Stock Units	(7)							(9)	(9)	Class A Common Stock	6,298		6,298	D
Restricted Stock Units	(7)							(10)	(10)	Class A Common Stock	19,367		19,367	D
Restricted Stock Units	(7)							(11)	(11)	Class A Common Stock	31,680		31,680	D
Class B Common Stock	(12)							(12)	(12)	Class A Common Stock	69,046		69,046	I	By Trust

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Tighe Brett 100 FIRST ST, SUITE 600 SAN FRANCISCO, CA 94105			Chief Financial Officer

Signatures

/s/ Larissa Schwartz, attorney-in-fact of the Reporting Person		02/27/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On March 21, 2023, the Reporting Person was granted Performance Stock Units ("PSUs"), the vesting of which is subject to the achievement of certain performance criteria and to a service-based vesting criteria. On February 25, 2026, the Compensation Committee of the Board of Directors determined that 35,226 shares of the Issuer's Class A Common Stock were earned as result of the achievement of the performance criteria, with vesting to occur once the service-based vesting criteria are satisfied on March 15, 2026.
(2)	Includes 35,226 PSUs, with each PSU representing the right to receive one share of the Issuer's Class A Common Stock.
(3)	On March 29, 2024, the Reporting Person was granted PSUs, the vesting of which is subject to the achievement of certain performance criteria and to a service-based vesting criteria. On February 25, 2026, the Compensation Committee of the Board of Directors determined that 15,493 shares of the Issuer's Class A Common Stock were earned as result of the achievement of the performance criteria, with vesting to occur once the service-based vesting criteria are satisfied on March 15, 2026.
(4)	Includes 50,719 PSUs, with each PSU representing the right to receive one share of the Issuer's Class A Common Stock.
(5)	On March 30, 2025, the Reporting Person was granted PSUs, the vesting of which is subject to the achievement of certain performance criteria and to a service-based vesting criteria. On February 25, 2026, the Compensation Committee of the Board of Directors determined that 14,079 shares of the Issuer's Class A Common Stock were earned as result of the achievement of the performance criteria, with vesting to occur once the service-based vesting criteria are satisfied on March 15, 2026.
(6)	Includes 64,798 PSUs, with each PSU representing the right to receive one share of the Issuer's Class A Common Stock.
(7)	Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's Class A Common Stock.
(8)	6.25% of the shares underlying the RSU vested on June 15, 2022, and the remaining shares underlying the RSU shall vest in 15 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.
(9)	8.33% of the shares underlying the RSU vested on June 15, 2023, and the remaining shares underlying the RSU shall vest in 11 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.
(10)	8.33% of the shares underlying the RSU vested on June 15, 2024, and the remaining shares underlying the RSU shall vest in 11 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.
(11)	8.33% of the shares underlying the RSU vested on June 15, 2025, and the remaining shares underlying the RSU shall vest in 11 equal quarterly installments thereafter, subject to the Reporting Person's continuous employment with the Issuer on each such date.
(12)	Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.

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