Okta, Inc.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 18, 2026, at the 2026 annual meeting of stockholders (the “Annual Meeting”) of Okta, Inc. (the “Company”), the Company’s stockholders approved an amendment (the “Amendment”) to the Okta, Inc. 2017 Equity Incentive Plan (the “2017 Equity Incentive Plan”). The Company’s Board of Directors (the “Board”) previously approved the Amendment, which became effective immediately following stockholder approval. The key features of the Amendment, as approved, include: • removal of the termination date, such that the 2017 Equity Incentive Plan will continue until terminated by the Board; • removal of the existing “evergreen” provision that provided for automatic annual increases to the shares of Class A common stock reserved for issuance; and • removal of liberal share recycling for stock options and stock appreciation rights. Descriptions of the Amendment and the terms of the 2017 Equity Incentive Plan are described in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on May 7, 2026 (the “2026 Proxy Statement”), under the heading “Proposal Four: Approval of an Amendment to our 2017 Equity Incentive Plan.” Such descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the 2017 Equity Incentive Plan, as amended, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated by reference into this Item 5.02.

Item 5.07 Submission of Matters to a Vote of Security Holders. On June 18, 2026, the Company’s stockholders voted on four proposals at the Annual Meeting, each of which is described in more detail in the 2026 Proxy Statement. Holders of the Company’s Class A Common Stock were entitled to one vote for each share held as of the close of business on April 22, 2026 (the “Record Date”), and holders of the Company’s Class B Common Stock were entitled to ten votes for each share held as of the close of business on the Record Date. The Class A Common Stock and Class B Common Stock voted as a single class on all matters. Present at the Annual Meeting in person or by proxy were holders of 155,394,333 shares of Class A Common Stock and Class B Common Stock, together representing a total of 224,434,332 votes, constituting a quorum. The final results with respect to each such proposal are set forth below: Proposal 1 - Election of Directors. The stockholders elected each of the two persons named below as Class III directors, to serve on the Board until the 2029 annual meeting of stockholders or until their successors are duly elected and qualified. The results of such vote were: Director Nominee For Withheld Broker Non-Votes ─────────────────────────────────────────────────────────────────────────── Anthony Bates 189,401,386 14,712,063 20,320,883 David Schellhase 197,790,448 6,323,001 20,320,883 Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027. The results of such vote were: For Against Abstain ─────────────────────────────────────────── 222,282,460 1,836,402 315,470 Proposal 3 - Advisory Non-Binding Vote on Compensation of Named Executive Officers. The stockholders approved, on an advisory non-binding basis, the compensation of the Company’s named executive officers, as disclosed in the 2026 Proxy Statement. The results of such vote were: For Against Abstain Broker Non-Votes ────────────────────────────────────────────────────────────────── 154,747,380 49,257,140 108,929 20,320,883 Proposal 4 - Vote to Approve an Amendment to the Company's 2017 Equity Incentive Plan. The stockholders approved an amendment to the 2017 Equity Incentive Plan. The results of such vote were: For Against Abstain Broker Non-Votes ────────────────────────────────────────────────────────────────── 144,073,135 59,915,901 124,413 20,320,883