Okta : 2025 Proxy Statement and Annual Report

Proxy Statement and Annual Report 2025

May 8, 2025

Dear Okta Stockholder:

I am pleased to invite you to attend the 2025 Annual Meeting of Stockholders of Okta, Inc. to be held on June 24, 2025, 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 able to listen, vote and submit your questions at virtualshareholdermeeting.com/OKTA2O25 during the meeting.

Details regarding the meeting and the business to be conducted are more fully described in the accompanying Notice of 2025 Annual Meeting of Stockholders and Proxy Statement. We encourage you to vote at the Annual Meeting and any adjournment, rescheduling or postponement of the Annual Meeting if you were a stockholder as of the close of business on April 28, 2025.

Thank you for your ongoing support of Okta. Sincerely,

Todd McKinnon

Chairperson of the Board of Directors and Chief Executive Officer

YOUR VOTE IS IMPORTANT

On or about May 8, 2025, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement for our 2025 Annual Meeting of Stockholders and our 2025 Annual Report on Form 10-K. The Notice provides instructions on how to vote online or by telephone and explains how to receive a paper copy of proxy materials by mail. Our Proxy Statement and 2025 Annual Report can be accessed online at https://www.proxyvote.com using the control number located on the Notice, on your proxy card, or in the instructions that accompanied your proxy materials. Our Proxy Statement and 2025 Annual Report are also available on our investor relations website at investor.okta.com.

Even if you plan to attend the Annual Meeting, please ensure that your shares are voted by signing and returning a proxy card or by using our internet or telephonic voting system.

Notice of 2025 Annual Meeting of Stockholders

Notice is hereby given that Okta, Inc. will hold its 2025 Annual Meeting of Stockholders (the "Annual Meeting") on June 24, 2025, at 9:00 a.m. Pacific Time via a live interactive audio webcast on the internet. You will be able to listen, vote and submit your questions at virtualshareholdermeeting.com/OKTA2O25 during the meeting. We are holding the Annual Meeting for the following purposes, which are more fully described in the accompanying proxy statement (our "Proxy Statement"):

June 24, 2025 • To elect two Class II directors to hold office until the 2028 Annual Meeting of Stockholders or until their successors are duly elected and qualified;

9:00 a.m. Pacific Time virtualshareholdermeeting.com/OKTA2025

• To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2026;

• To approve, on an advisory non-binding basis, the compensation of our named executive officers;

• To approve, on an advisory non-binding basis, the frequency of future advisory non-binding votes to approve the compensation of our named executive officers; and

• To transact any other business that properly comes before the Annual Meeting (including any adjournment, rescheduling or postponement thereof).

Our board of directors recommends that you vote "FOR" the director nominees named in Proposal One, "FOR" the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm as described in Proposal Two, "FOR" the approval, on an advisory non-binding basis, of the compensation of our named executive officers as described in Proposal Three, and for "ONE YEAR" as the preferred frequency for future advisory non-binding votes to approve the compensation of our named executive officers as described in Proposal Four.

We have elected to provide access to our meeting materials in lieu of mailing printed copies. On or about May 8, 2025, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access our Proxy Statement and our 2025 Annual Report on Form 10-K (our "2025 Annual Report"). The Notice provides instructions on how to vote online or by telephone and explains how you can request a paper copy of the proxy materials, which include our Proxy Statement accompanying the Notice. Our Proxy Statement and our 2025 Annual Report can be accessed online at https://www.proxyvote.com using the control number located on your Notice, on your proxy card or in the instructions that accompanied your proxy materials.

Only stockholders of record as of the close of business on April 28, 2025 are entitled to notice of and to vote at the Annual Meeting.

By Order of the Board of Directors,

Larissa Schwartz

Chief Legal Officer and Corporate Secretary

San Francisco, California May 8, 2025

Proxy Statement for the

2025 Annual Meeting of Stockholders

Table of Contents

General Information 1

Proposal One: Election of Directors 8

Corporate Governance 17

Environmental, Social and Governance Matters 25

Non-Employee Director Compensation 27

Proposal Two: Ratification of the Appointment of Our Independent Registered Public Accounting Firm 29

Report of the Audit Committee of the Board of Directors 31

Proposal Three: Approval, on an Advisory Non-Binding Basis, of the Compensation of Our Named

Executive Officers 32

Proposal Four: Approval, on an Advisory Non-Binding Basis, of the Frequency of Advisory Non-Binding

Votes to Approve the Compensation of Our Named Executive Officers 33

Executive Officers 34

Compensation Discussion and Analysis 35

Executive Compensation 51

Fiscal 2025 Summary Compensation Table 51

Fiscal 2025 Grants of Plan-Based Awards Table 53

Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table 54

Fiscal 2025 Option Exercises and Stock Vested Table 56

CEO Pay Ratio Disclosure 58

Pay Versus Performance Table 59

Report of the Compensation Committee of the Board of Directors 64

Equity Compensation Plan Information 65

Security Ownership of Certain Beneficial Owners and Management 66

Certain Relationships and Related Party Transactions 68

Additional Information 70