Okta, Inc. 10-Q

Item 5. Other Information Rule 10b5-1 Trading Arrangements During the three months ended July 31, 2026, the following executive officers adopted trading arrangements intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act (each, a “10b5-1 Plan”): Name and Title Adoption Date Expiration Date Aggregate Shares to be Sold (#) Eric Kelleher President and Chief Operating Officer June 12, 2026 Earlier of when all shares are sold and September 8, 2027 Indeterminable (1) Larissa Schwartz Former Chief Legal Officer and Corporate Secretary July 1, 2026 Earlier of when all shares are sold and January 31, 2027 Indeterminable (2) Shibu Ninan Chief Accounting Officer July 8, 2026 Earlier of when all shares are sold and September 30, 2027 Up to 16,956 Brett Tighe Chief Financial Officer July 15, 2026 Earlier of when all shares are sold and January 28, 2027 Indeterminable (3) (1) Mr. Kelleher’s 10b5-1 Plan provides for the sale of an indeterminable number of shares of our Class A common stock to be acquired upon the future vesting of RSUs. (2) Ms. Schwartz’s 10b5-1 Plan provides for the sale of up to 22,778 shares of our Class A common stock, plus an indeterminable number of shares to be acquired upon the future vesting of RSUs. (3) Mr. Tighe’s 10b5-1 Plan provides for the sale of up to 59,681 shares of our Class A common stock, plus an indeterminable number of shares to be acquired upon the future vesting of RSUs. 34 Item 6. Exhibits We have filed the exhibits listed on the accompanying Exhibit Index, which is incorporated herein by reference. EXHIBIT INDEX Exhibit Number Exhibit Description Incorporated by Reference from Form 3.1 Amended and Restated Certificate of Incorporation. Exhibit 3.2 to Form S-1 filed on March 13, 2017 3.2 Amended and Restated Bylaws, as adopted on June 20, 2024. Exhibit 3.1 to Form 8-K filed on June 24, 2024 10.1# Okta, Inc. 2017 Equity Incentive Plan, as amended. Exhibit 10.1 to Form 8-K filed on June 23, 2026 10.2# Amended and Restated Outside Director Compensation Policy, effective as of June 18, 202 6 . Filed herewith 31.1 Certification of the Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith 31.2 Certification of the Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith 32.1* Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. Filed herewith 101.SCH Inline XBRL Taxonomy Extension Schema Document Filed herewith 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed herewith 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed herewith 104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.) Filed herewith _______________________________________ # Indicates management contract or compensatory plan, contract or agreement. * The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference. 36 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Okta, Inc. August 26, 2026 /s/ Brett Tighe Brett Tighe Chief Financial Officer 37