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Proxy Statement and Annual Report 2026
Okta, 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 more resources, and perform increasingly complex tasks on behalf of more people and organizations. Like every technology before them, agents will create new opportunities for individuals, companies, communities, countries, and the world. But they will also create new identity security challenges, beginning with the need to know where agents are, what they can connect to, and what they can do. For Okta, this represents a tremendous opportunity, and an even greater responsibility. Okta defined identity for the cloud era. In the agentic era, identity becomes even more foundational. To reach their full potential, agents need identities. They need authentication, authorization, visibility, governance, and control. As the leading independent identity provider, Okta is uniquely positioned to help the world navigate this generational shift securely and at speed. To meet this moment, we are rapidly transforming Okta itself into one of the world s leading secure agentic enterprises. Across the company, we are reimagining organizational structures and embracing secure agentic workflows to streamline operations, accelerate innovation, and increase product velocity, as we build for ourselves and deliver to the world the identity infrastructure that will help bring the agentic future to fruition. To support this transformation, we have also strengthened our board with three new, independent directors with deep backgrounds in technology, innovation, and leadership, and announced the retirements of three directors after years of distinguished service. I invite you to join us for our 2026 Annual Meeting of Stockholders on June 18, 2026, at 9:00 a.m. Pacific Time, to be held virtually at virtualshareholdermeeting.com/OKTA2026. You will find the full details on the business to be conducted in the accompanying Notice of 2026 Annual Meeting of Stockholders and Proxy Statement. If you were a stockholder as of the close of business on April 22, 2026, please make sure to vote. Thank you for your support and for being part of Okta s next chapter. Sincerely, Todd McKinnon Chairperson of the Board of Directors and Chief Executive Officer YOUR VOTE IS IMPORTANT On or about May 7, 2026, 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 2026 Annual Meeting of Stockholders and our 2026 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 2026 Annual Report can be accessed online at 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 2026 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.
Okta, Inc., 100 First Street, Suite 600 San Francisco, California 94105 Notice of 2026 Annual Meeting of Stockholders Notice is hereby given that Okta, Inc. ( Okta, the company, we, us or our ) will hold its 2026 Annual Meeting of Stockholders (the Annual Meeting ) on June 18, 2026, 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 questions at virtualshareholdermeeting.com/ OKTA2026 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 18, 2026 To elect two Class III directors to hold office until the 2029 Annual Meeting of Stockholders or until their successors are duly elected and qualified. 9:00 a.m. Pacific Time virtualshareholdermeeting.com/OKTA2026 To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2027. To approve, on an advisory non-binding basis, the compensation of our named executive officers. To approve an amendment to our 2017 Equity Incentive Plan. To transact any other business that properly comes before the Annual Meeting (including any adjournment, rescheduling or postponement thereof). Our board of directors (our board ) recommends that you vote FOR ALL of 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 the amendment to our 2017 Equity Incentive Plan as described in Proposal Four. We have elected to provide access to the Annual Meeting materials in lieu of mailing printed copies. On or about May 7, 2026, 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 2026 Annual Report on Form 10-K (our 2026 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 2026 Annual Report can be accessed online at 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 22, 2026 (the Record Date ) 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 7, 2026
Okta, Inc., 100 First Street, Suite 600 San Francisco, California 94105 Proxy Statement for the 2026 Annual Meeting of Stockholders Table of Contents Corporate Governance Highlights i Executive Compensation Highlights ii Proposal One: Election of Directors 1 Corporate Governance 11 Sustainability and Responsible Technology 20 Non-Employee Director Compensation 22 Proposal Two: Ratification of the Appointment of Our Independent Registered Public Accounting Firm 24 Report of the Audit Committee of the Board of Directors 26 Proposal Three: Approval, on an Advisory Non-Binding Basis, of the Compensation of Our Named Executive Officers 27 Executive Officers 28 Compensation Discussion and Analysis 29 Executive Compensation 45 Fiscal 2026 Summary Compensation Table 45 Fiscal 2026 Grants of Plan-Based Awards Table 46 Fiscal 2026 Outstanding Equity Awards at Fiscal Year-End Table 47 Fiscal 2026 Option Exercises and Stock Vested Table 49 CEO Pay Ratio Disclosure 51 Pay Versus Performance Table 52 Report of the Compensation and Corporate Governance Committee of the Board of Directors 57 Proposal Four: Approval of an Amendment to Our 2017 Equity Incentive Plan 58 Equity Compensation Plan Information 66 Security Ownership of Certain Beneficial Owners and Management 67 Certain Relationships and Related Party Transactions 69 Additional Information 71 General Information 72 Appendix A Amendment to Our 2017 Equity Incentive Plan 79
Corporate Governance Highlights
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OKTA Shareholder/Stockholder Letter Transcript:

Proxy Statement and
Annual Report 2026

Okta, 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 more resources, and perform increasingly
complex tasks on behalf of more people and organizations. Like every technology before them, agents will create new opportunities
for individuals, companies, communities, countries, and the world. But they will also create new identity security challenges, beginning
with the need to know where agents are, what they can connect to, and what they can do.
For Okta, this represents a tremendous opportunity, and an even greater responsibility. Okta defined identity for the cloud era. In the
agentic era, identity becomes even more foundational. To reach their full potential, agents need identities. They need authentication,
authorization, visibility, governance, and control. As the leading independent identity provider, Okta is uniquely positioned to help the
world navigate this generational shift securely and at speed.
To meet this moment, we are rapidly transforming Okta itself into one of the world   s leading secure agentic enterprises. Across the
company, we are reimagining organizational structures and embracing secure agentic workflows to streamline operations, accelerate
innovation, and increase product velocity, as we build for ourselves and deliver to the world the identity infrastructure that will help
bring the agentic future to fruition.
To support this transformation, we have also strengthened our board with three new, independent directors with deep backgrounds
in technology, innovation, and leadership, and announced the retirements of three directors after years of distinguished service.
I invite you to join us for our 2026 Annual Meeting of Stockholders on June 18, 2026, at 9:00 a.m. Pacific Time, to be held virtually at
virtualshareholdermeeting.com/OKTA2026.
You will find the full details on the business to be conducted in the accompanying Notice of 2026 Annual Meeting of Stockholders and
Proxy Statement. If you were a stockholder as of the close of business on April 22, 2026, please make sure to vote.
Thank you for your support and for being part of Okta   s next chapter.
Sincerely,
Todd McKinnon
Chairperson of the Board of Directors and
Chief Executive Officer
YOUR VOTE IS IMPORTANT
On or about May 7, 2026, 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 2026 Annual Meeting of Stockholders and our 2026 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 2026 Annual Report can be accessed online at 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 2026 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.

Okta, Inc., 100 First Street, Suite 600
San Francisco, California 94105
Notice of 2026
Annual Meeting
of Stockholders
Notice is hereby given that Okta, Inc. (   Okta,       the company,       we,       us    or    our   ) will
hold its 2026 Annual Meeting of Stockholders (the    Annual Meeting   ) on June 18,
2026, 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 questions at virtualshareholdermeeting.com/
OKTA2026 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 18, 2026
    To elect two Class III directors to hold office until the 2029 Annual Meeting of
Stockholders or until their successors are duly elected and qualified.
9:00 a.m. Pacific Time
virtualshareholdermeeting.com/OKTA2026
    To ratify the appointment of Ernst & Young LLP as our independent registered
public accounting firm for the fiscal year ending January 31, 2027.
    To approve, on an advisory non-binding basis, the compensation of our named
executive officers.
    To approve an amendment to our 2017 Equity Incentive Plan.
    To transact any other business that properly comes before the Annual Meeting
(including any adjournment, rescheduling or postponement thereof).
Our board of directors (our    board   ) recommends that you vote    FOR ALL    of 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    the amendment to our 2017 Equity Incentive Plan as described in Proposal
Four.
We have elected to provide access to the Annual Meeting materials in lieu of mailing
printed copies. On or about May 7, 2026, 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 2026 Annual Report on
Form 10-K (our    2026 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 2026 Annual Report can be accessed online at
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 22, 2026 (the    Record
Date   ) 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 7, 2026

Okta, Inc., 100 First Street, Suite 600
San Francisco, California 94105
Proxy Statement for the
2026 Annual Meeting of Stockholders
Table of Contents
Corporate Governance Highlights
i
Executive Compensation Highlights
ii
Proposal One: Election of Directors
1
Corporate Governance
11
Sustainability and Responsible Technology
20
Non-Employee Director Compensation
22
Proposal Two: Ratification of the Appointment of Our Independent Registered Public Accounting Firm
24
Report of the Audit Committee of the Board of Directors
26
Proposal Three: Approval, on an Advisory Non-Binding Basis, of the Compensation of Our Named
Executive Officers
27
Executive Officers
28
Compensation Discussion and Analysis
29
Executive Compensation
45
Fiscal 2026 Summary Compensation Table
45
Fiscal 2026 Grants of Plan-Based Awards Table
46
Fiscal 2026 Outstanding Equity Awards at Fiscal Year-End Table
47
Fiscal 2026 Option Exercises and Stock Vested Table
49
CEO Pay Ratio Disclosure
51
Pay Versus Performance Table
52
Report of the Compensation and Corporate Governance Committee of the Board of Directors
57
Proposal Four: Approval of an Amendment to Our 2017 Equity Incentive Plan
58
Equity Compensation Plan Information
66
Security Ownership of Certain Beneficial Owners and Management
67
Certain Relationships and Related Party Transactions
69
Additional Information
71
General Information
72
Appendix A     Amendment to Our 2017 Equity Incentive Plan
79

Corporate Governance Highlights


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