OKTA: Leadership change

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Departure of Director; Appointment of New Director On September 14, 2026 , Emilie Choi, a Class I director of the Board of Directors (the “Board”) of Okta, Inc. (the “Company”), provided notice that she would resign from the Board, effective that day. Ms. Choi’s resignation is not the result of disagreement with the Company on any matters relating to its operations, policies or practices. The Board expresses its appreciation for Ms. Choi’s service to the Company and her invaluable contributions to the Board. Additionally, on September 17, 2026, the Board, upon the recommendation of its Compensation and Corporate Governance Committee, appointed Helen Riley as an independent director of the Company, effective September 18, 2026. The Board appointed Ms. Riley as a Class I director, to serve until the Company’s 2027 Annual Meeting of Stockholders, and as a member of the Audit Committee of the Board (the “Audit Committee”). She will hold office until her successor has been duly elected and qualified, or until her earlier death, resignation or removal. There are no arrangements or understandings between Ms. Riley and any other persons pursuant to which she was appointed as a director. There are no transactions between Ms. Riley and the Company that would be required to be reported under Item 404(a) of Regulation S-K. Ms. Riley will participate in the Company’s standard non-employee director compensation arrangements. Under the terms of those arrangements, she will receive, among other things, annual compensation of $35,000 for her service on the Board, $13,000 for her service on the Audit Committee, and an initial grant o