Okta: 2026 Proxy Statement and Annual Report

Proxy Statement and Annual Report 2026

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

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 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 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

  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

  
  
  

  •¿**>,-• Board Effectiveness

  • Regular executive sessions among independent directors

  • Ongoing review of director skills against evolving business needs

  • 100% independence for required standing committees

  • Board and committee oversight of key risk areas, including cybersecurity and artificial intelligence ("AI")

    k*'-- Stakeholder Accountability

  • Robust annual stockholder engagement program

  • Strong "pay-for-performance" philosophy to align executive compensation with company performance

  • Annual board and committee assessments and director self-evaluations conducted by third party

  • Increased stock ownership requirement for non-employee directors to better align with long-term stockholder value

    
    
    

    O Director Refreshment

  • Evergreen director search and recruitment processes to facilitate long-term view of board composition

  • Active refreshment in fiscal 2026, with three new independent directors appointed

  • New lead independent director with extensive corporate governance and strategic transaction experience

Board Changes in the Past Five Years

Six independent directors appointed Seven longer-tenured directors retired

Skills enhanced in the past five years: Cybersecurity

Technology and innovation Global operational leadership Strategic transactions

‌Executive Compensation Highlights

‌01

Proposal One: Election of Directors

Board Structure

Our board is divided into three staggered classes of directors. One class is elected each year at the annual meeting of stockholders for a term of three years. The term of the Class III directors expires at the Annual Meeting. The term of the Class I directors expires at the 2027 Annual Meeting of Stockholders and the term of the Class II directors expires at the 2028 Annual Meeting of Stockholders. We expect directors who are re-elected to hold office for a three-year term or until the election and qualification of their successors in office.

Nominees Director Since Principal Occupation

Anthony Bates 2024

Chairman and Chief Executive Officer, Genesys Cloud Services, Inc.

Entrepreneur-in-Residence, Ballistic Ventures

David Schellhase 2025

Former General Counsel, Slack Technologies, Inc. Former General Counsel, Salesforce, Inc.

Our board has nominated Anthony Bates and David Schellhase for election as Class III directors, to hold office until the 2029 Annual Meeting of Stockholders or until their successors are duly elected and qualified, subject to their earlier resignation or removal. Each nominee is a current Class III director serving on our board and has consented to serve if elected. Shellye Archambeau and Robert L. Dixon, Jr., currently Class III directors, were not nominated for re-election at the Annual Meeting. We thank Ms. Archambeau and Mr. Dixon for their years of distinguished service.

Unless you direct otherwise through your proxy voting instructions, the persons named as proxies will vote all proxies received "FOR" the election of each nominee. Proxies cannot be voted for a greater number of persons than two at the Annual Meeting, the number of nominees named in our Proxy Statement. If any nominee is unable or unwilling to serve at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee chosen by our present board or may choose to vote only for the remaining nominees, leaving a vacancy on our board. Our board will either fill such vacancy at a later date or reduce the size of our board.

We have no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director.

Recommendation of Our Board

OUR BOARD RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES.

Proposal One: Election of Directors

The biographies of each nominee and continuing director below contain information regarding their service as a director of our board, business experience and other director positions held currently or at any time during the last five years. The biographies also highlight the experiences, qualifications, attributes or skills that caused our board to determine that the person should serve as a director of the company. In addition to the information presented below, we believe that each of our directors has a reputation for integrity, honesty and high ethical standards. Each has demonstrated business acumen, an ability to exercise sound judgment and a strong commitment to our company and to our board. We value our directors' experience in their respective areas of business management and on the boards of directors and board committees of other companies.

Our corporate governance guidelines dictate that a majority of our board must consist of directors whom our board has determined are "independent" under the listing requirements of the Nasdaq Stock Market LLC ("Nasdaq").

Our Board at a Glance

The following table sets forth information about our director nominees and directors who plan to continue serving on our board following the Annual Meeting.

Managing Partner & Founder, Windproof Partners

Chairman & Chief Executive Officer, Genesys Cloud Services

President & Chief Operating Officer, Coinbase Global

Former Chief Executive Officer, Akamai Technologies

Entrepreneur-in-Residence, Ballistic Ventures

Former General Counsel, Slack Technologies and Salesforce

Committee Member Committee Chair

Proposal One: Election of Directors

Board Skills and Composition

Our board believes that directors who provide a significant breadth of experience, knowledge and abilities in areas relevant to our business, while also representing a range of perspectives and backgrounds, contribute to a well-balanced and effective board.

Skills & Experience

Skills & Experience Descriptions

Technology or Innovation. Professional background or experience in the technology industry serving

in engineering, product or R&D roles or managing such functions.

Cybersecurity, Information Security or Privacy. Leadership or significant experience overseeing and managing risks related to the protection and confidentiality of digital systems or data.

Global Sales, Markets or Operations. Experience driving business success in markets around the world or directing corporate sales and operations in diverse global environments.

Senior Leadership. Experience serving as an executive officer or other officer responsible for a function or business unit.

Public Company Boards. Tenure on a public company board other than our board, with an understanding of the related obligations and time commitments.

Risk Management. Executive or board-level leadership experience overseeing, auditing or facilitating the execution of a risk management program.

ID

Marketing or Brand. Experience leading marketing teams or spearheading efforts to strengthen market share, brand awareness and reputation.

Finance or Accounting. Professional background

or executive or board-level leadership experience in finance, accounting or internal audit or knowledge of financial markets and strategic transactions.

Proposal One: Election of Directors

The independence, tenure and age metrics of our director nominees and continuing directors are highlighted in the following graphics. Biographical information about these directors follows.

Independence

Board Tenure (Years)

Age (Years)

5

1

2 2

4 2 4

1

Independent Not Independent

0-3 3-6 > 7

45-55 56-65 > 65



Information Concerning Director Nominees

Anthony Bates

Independent

Age 59

Director Since 2024

Okta Committees Audit

Other U.S.-Listed Company Directorships

Current:

• Genesys Cloud Services, Inc. (Chairman)

  Former (past five years):

• VMware, Inc. (2016-2023)

• eBay, Inc. (2015-2022)

  Current Principal Role

  Chairman and Chief Executive Officer, Genesys Cloud Services, Inc. (Chairman since 2021; Chief Executive Officer since 2019)

  Career Highlights

  • Vice Chairman & CEO of Growth, Social Capital Hedosophia Holdings Corp. (special purpose acquisition company) - 2017 to 2019
  • President, GoPro, Inc. - 2014 to 2016
  • Executive Vice President, Business Development and Evangelism, Microsoft Corporation

    - 2013 to 2014

  • President, Skype Division, Microsoft Corporation - 2011 to 2013
  • Chief Executive Officer, Skype Inc. - 2010 to 2011 (until acquisition by Microsoft)
  • Various positions, including Senior Vice President and General Manager, Enterprise, Commercial and Small Business, Cisco Systems, Inc. - 1996 to 2010

    Proposal One: Election of Directors

    
    
    

    Age 62

    Director Since 2025

    Okta Committees Audit

    Compensation and Governance

    Other U.S.-Listed Company Directorships

    None

    David Schellhase

    Lead Independent Director

    • Corporate Governance Expertise: Served as General Counsel at Slack, Groupon and Salesforce, bringing deep experience in public company governance, regulatory compliance and board-level legal oversight.

    • Strategic Transactions: Advised on technology-focused corporate matters both as an in-house executive and as Of Counsel at Sullivan & Cromwell LLP.

    • Cybersecurity Landscape: Through his current role at a cybersecurity-focused venture capital firm, maintains a current perspective on the evolving security landscape.

Current Principal Role

Entrepreneur-in-Residence, Ballistic Ventures (since July 2025)

Career Highlights

• • Of Counsel, Sullivan & Cromwell LLP - 2022 to 2025
  • General Counsel, Slack Technologies, Inc. - 2016 to 2021
  • General Counsel, Groupon, Inc. - 2011 to 2014
  • General Counsel, Salesforce, Inc. - 2002 to 2011

    Other Professional Experience and Community Involvement

  • Adjunct Lecturer, Stanford University, School of Management Science and Engineering

    Education

  • Bachelor of Arts, Columbia University

  • Juris Doctor, Cornell Law School

    Proposal One: Election of Directors

    Information Concerning Continuing Directors
    
    

    Age 53

    Director Since 2025

    Okta Committees Audit (Chair)

    Other U.S.-Listed Company Directorships

    Current:

• PTC, Inc.

  Former (past five years):

• Medallia, Inc. (2019-2021)

  Rob Bernshteyn

  Independent

  • SaaS Company Leadership at Scale: Led Coupa Software as Chairman and CEO for approximately 14 years, scaling the company from early-stage to a global business spend management platform.

  • Product Marketing and Management: Held progressive product leadership roles at SuccessFactors and Siebel Systems, with extensive background in product marketing and management for SaaS and other technology solutions.

  • Enterprise Software Ecosystem Knowledge: Currently serves as a General Partner at ICONIQ Capital, a venture capital firm, following his tenure leading Coupa Software.

Current Principal Role

General Partner, ICONIQ Capital (since February 2024)

Career Highlights

• • Chief Executive Officer and Chair of the Board, Coupa Software, Inc. - 2009 to 2023
  • Various positions, including VP, Global Product Marketing & Management, SuccessFactors, Inc. - 2004 to 2009
  • Various positions, including Director of Product Management, Siebel Systems, Inc. - 2001 to 2004
  • Project Manager and Systems Integration Consultant, Accenture plc - 1994 to 1999

    Education

  • Bachelor of Science in Information Systems, State University of New York at Albany

  • Master in Business Administration, Harvard Business School

    Proposal One: Election of Directors

    
    
    

    Age 47

    Director Since 2022

    Okta Committees

    None

    Other U.S.-Listed Company Directorships

    Current:

• None

  Former (past five years):

• ZipRecruiter, Inc. (2018-2022)

  Emilie Choi

  Independent

  • Technology Industry Knowledge: Serves as President and COO of Coinbase Global, bringing experience in leading operations at a publicly traded technology company.

  • Corporate Development and Strategic Transactions: Led corporate development at LinkedIn for over eight years, including through its acquisition by Microsoft.

  • Scaling High-Growth Organizations: Direct experience building and scaling a high-growth public technology company.

Current Principal Role

President and Chief Operating Officer, Coinbase Global, Inc. (President since November 2020; Chief Operating Officer since June 2019)

Career Highlights

Proposal One: Election of Directors

Age 49

Director Since 2009

Okta Committees

None

Other U.S.-Listed Company Directorships

None

J. Frederic Kerrest

Co-Founder, Vice Chairperson

Current Principal Role

Managing Partner and Founder, Windproof Partners (founded May 2025)

Career Highlights

• Vice Chairperson, Okta, Inc. - 2023 to present
• Executive Vice Chairperson, Okta, Inc. - 2019 to 2023
• Co-Founder and Chief Operating Officer, Okta, Inc. - 2009 to 2023
• Various sales and business development roles, Salesforce, Inc. - 2002 to 2007

  Education

• Bachelor of Science in Computer Science, Stanford University

• Master in Business Administration, MIT Sloan School of Management

  Proposal One: Election of Directors

  
  
  

  Age 54

  Director Since 2009

  Okta Committees

  None

  Other U.S.-Listed Company Directorships

  None

  Todd McKinnon

  Co-Founder, Chairperson and CEO

  • Founder-CEO Leadership: Co-founded Okta and has served as CEO and Chairperson since 2009, providing our board with strategic continuity and a long-term perspective on the company's mission and direction.

  • Identity Market Expertise: Deep knowledge of the identity security competitive landscape, customer requirements, and technology evolution developed through over 15 years leading Okta.

  • Engineering and Platform Development: Served as SVP of Development at Salesforce and held engineering and leadership roles at PeopleSoft, bringing a technical foundation that informs platform architecture and R&D decisions.

Current Principal Role

Co-Founder, Chairperson, and Chief Executive Officer, Okta, Inc. (CEO and Director since January 2009; Chairperson since February 2017)

Career Highlights

• Various positions, including Senior Vice President of Development, Salesforce, Inc. - 2003 to 2009
• Various engineering and leadership positions, PeopleSoft, Inc. (acquired by Oracle Corporation in January 2005) - 1995 to 2003

  Education

• Bachelor of Science in Management and Information Systems, Brigham Young University

• Master of Science in Computer Science, California Polytechnic State University, San Luis Obispo

Proposal One: Election of Directors

Age 67

Director Since 2025

Okta Committees

Compensation and Governance (Chair)

Other U.S.-Listed Company Directorships

Current:

• Thomson Reuters Former (past five years):

• Moderna, Inc. (2018-2026)

• VMware, Inc. (2014-2023)

  Paul Sagan

  Independent

  • Public Company Board Governance: Extensive public company board experience, including service as Lead Independent Director of VMware, and directorships at Thomson Reuters, Moderna, EMC, Dow Jones and others.

  • Cloud and Internet Infrastructure Leadership: As former CEO of Akamai Technologies, a cloud computing and cybersecurity company, brings direct operational expertise in domains closely adjacent to Okta's business.

  • Technology and Innovation Perspective: As a Catalyst Advisor at General Catalyst, a global venture capital and private equity firm, maintains a current perspective on technology and innovation trends.

Current Principal Role

Catalyst Advisor, General Catalyst (Executive in Residence 2014; Managing Director 2018-2020; Catalyst Advisor current)

Career Highlights

• • Chief Executive Officer, Akamai Technologies, Inc. - 2005 to 2013
  • President, Akamai Technologies, Inc. - 1999 to 2010 and 2011 to 2012
  • Vice President and Chief Operating Officer, Akamai Technologies, Inc. - 1998 to 1999
  • Board Member, Akamai Technologies, Inc. - 2005 to 2015
  • Vice Chairman, Akamai Technologies, Inc. - 2013 to 2015
  • Various senior leadership roles, Time Warner, Inc. - 1991 to 1996

    Education

  • Bachelor of Science, Medill School of Journalism, Northwestern University

    ‌Corporate Governance

    Our business and affairs are managed under the direction of our board, the members of which are elected by our stockholders. In carrying out its responsibilities, our board selects and oversees senior executives on our management team, reviews our financial reporting processes, and determines and implements our corporate governance policies.

    Our board and management team are committed to practicing good corporate governance to manage Okta for the long-term benefit of our stockholders. Our governance framework includes a variety of policies, procedures and practices to promote stockholder value and to facilitate our board's effective, independent oversight of our business and corporate strategy.

    Besides reviewing the independence of each director and board committee (as discussed below under "Independence of Our Board"), at the direction of our board, our key governance practices include:

• annually reviewing and updating, as needed, the charters for each of our board committees, including our audit committee of the board (our "audit committee") and our compensation and corporate governance committee of the board (our "compensation and governance committee");

• establishing disclosure control policies and procedures in accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC");

• implementing a procedure to receive and address anonymous and confidential complaints or concerns regarding audit or accounting matters;

• maintaining a code of conduct that applies to our employees, directors and officers, including our CEO, Chief Financial Officer ("CFO") and other executive and senior financial officers;

• reviewing our corporate governance policies and practices to remain consistent with the requirements of the Sarbanes-Oxley Act of 2002, SEC rules and Nasdaq listing standards; and

• engaging in ongoing board composition evaluations and director recruiting efforts to establish a highly-qualified board based on evolving business needs.

  Corporate Governance Guidelines

  Our board has adopted corporate governance guidelines which are available on our investor relations website at investor.okta.com

  under "Responsibility and Governance-Governance Overview." Our corporate governance guidelines address such matters as:

• Director independence-independent directors must constitute at least a majority of our board.
• Director time commitments-our compensation and governance committee reviews the time commitments of incumbent directors and director candidates to determine their ability to devote sufficient time and attention to our board and perform their duties effectively.
• Board effectiveness-our board and each of its committees must conduct an annual self-evaluation.
• Access to independent advisors-our board as a whole, and each of its committees separately, has authority to retain independent experts, advisors or professionals as each deems necessary or appropriate.
• Board committees-each member of our audit committee and our compensation and governance committee must be independent in accordance with the applicable Nasdaq listing standards and SEC rules and regulations.

  Our compensation and governance committee is responsible for reviewing our corporate governance guidelines from time to time and for reporting and making recommendations to our board concerning corporate governance matters.

  Code of Conduct

  Our board has adopted a code of conduct that applies to all of our employees, directors and officers, including our CEO, CFO and other executive and senior financial officers. The full text of our code of conduct is available on our investor relations website at investor.okta.com under "Responsibility and Governance-Governance Overview." We intend to satisfy the disclosure requirement under Item 5.05 of Current Report on Form 8-K regarding amendments to, or waivers from, a provision of our code of conduct that applies to our directors or our principal executive officer, principal financial officer, principal accounting officer or controller, or

  persons performing similar functions by posting such information, on the Governance Overview page of our website. During the fiscal year ended January 31, 2026 ("fiscal 2026"), no waivers were granted from any provision of the code of conduct.

  Independence of Our Board

  Our Class A common stock is listed on Nasdaq. Under the Nasdaq listing standards and our corporate governance guidelines, independent directors must constitute a majority of a listed company's board. Under the Nasdaq listing standards, a director will only qualify as an "independent director" if, in the opinion of that listed company's board of directors, that director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

  In addition, the Nasdaq listing standards require that, subject to specified exceptions, each member serving on our audit committee and our compensation and governance committee be independent. Our audit committee members must satisfy the additional independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Nasdaq listing standards. Our compensation and governance committee members must also satisfy the additional independence criteria specifically applicable to compensation committees set forth in Rule 10C-1 under the Exchange Act and the Nasdaq listing standards.

  Our board reviews the independence of each director annually. Based on information provided by each director concerning their background, employment and affiliations, our board has determined that, except for Messrs. McKinnon and Kerrest, none of our continuing directors has any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and that each of these directors are "independent" as that term is defined under the applicable Nasdaq listing standards and SEC rules and regulations. Our board previously determined that Benjamin Horowitz and Rebecca Saeger, who served on our board until June 2025; Michael Stankey, who served on our board until March 2026; and Shellye Archambeau, Robert L. Dixon Jr. and Jeff Epstein, who will serve our board until the Annual Meeting, were "independent" under the applicable Nasdaq listing standards and SEC rules and regulations at the time of their service. In making these independence determinations, our board considered the current and prior relationships that each director has with our company, and all other facts and circumstances our board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director and any of their affiliated funds.

  There are no family relationships among any of our directors or executive officers.

  Executive Leadership Development and Succession Planning

  Succession planning for our CEO and other executive officers is a key aspect of our board's periodic reviews of human capital management matters, and occurs at least annually. To help fulfill our board's responsibility, our compensation and governance committee oversees executive leadership development and succession planning. This committee also helps develop appropriate plans to address CEO succession, both in the ordinary course of business and in the event of an unexpected situation.

  Board Leadership Structure and Role of Our Lead Independent Director

  We believe that an effective board understands its company's business needs and exercises rigorous independent oversight over management. Our board evaluates its leadership structure on an ongoing basis to determine the optimal structure for the strategy and oversight of the company. Following its most recent evaluation, our board determined that combining the roles of CEO and chairperson of our board continues to best serve the interests of our company and our stockholders. Mr. McKinnon, our co-founder and CEO, serves as chairperson of our board, and Mr. Kerrest, our co-founder and former COO, serves as vice chairperson of our board. Mr. McKinnon and Mr. Kerrest bring valuable insight to our board as a result of their experience as Okta's co-founders. Their extensive experience in our industry also uniquely positions them to navigate Okta's rapidly evolving operating environment to effectively help the business to capitalize on emerging opportunities. As CEO and chairperson, Mr. McKinnon is uniquely positioned to facilitate a timely flow of information between management and our board, focusing discussions on the most critical business matters. This combined role strengthens the relationship and communication between our board and senior leadership, creates clear accountability and enhances our ability to communicate a consistent strategy to our stockholders.

  To facilitate robust independent oversight by our board, our corporate governance guidelines provide that our board may appoint one of our independent directors to serve as the lead independent director. Jeff Epstein served as our lead independent director from June 2024 until March 2026, at which time David Schellhase was appointed as lead independent director. Mr. Epstein will remain on our board as an independent director until the Annual Meeting, which our board believes will help facilitate his transition of responsibilities as lead independent director to Mr. Schellhase, and as chairperson of our audit committee to Rob Bernshteyn.

  Our board appointed Mr. Schellhase as our lead independent director because of his demonstrated dedication to our board and highly relevant professional background. Since joining our board in August 2025, Mr. Schellhase has proven to be a collaborative leader, fostering alignment among our independent directors and providing significant oversight through active engagement in board and committee meetings and regular consultation with management. Mr. Schellhase is well-suited to serve as our lead independent director because of his established corporate governance expertise, gained from his general counsel roles at several large public companies, as well as his successful track record advising technology companies from inception to scale.

  As lead independent director, Mr. Schellhase serves as an impartial representative of the independent directors who can communicate their views to the CEO and chairperson. He promotes regular engagement among our independent directors, facilitating open dialogue on key issues and concerns outside of formal board and committee meetings. Mr. Schellhase meets separately with Mr. McKinnon to share feedback from the independent directors and discuss business updates, corporate strategy and overall board effectiveness, among other matters.

  The core responsibilities of our lead independent director include:

• serving as the primary liaison between the independent directors and management;

• presiding over board meetings in the absence of our chairperson;

• leading periodic executive sessions of our independent directors;

• advising on board meeting agendas and discussion items;

• working with management to confirm that the directors have the information they need to support decision-making;

• communicating to our chairperson and to management, as appropriate, any key decisions reached, or suggestions, views and concerns expressed by the independent directors;

• participating in communications with our major stockholders, as warranted;

• assisting in director recruitment efforts and the evaluation of director candidates; and

• performing such additional duties as our board may require.

  Meetings of Our Board and Annual Meeting Attendance

  Our board and each of its then-active standing committees held the following number of meetings during fiscal 2026:

  Fiscal 2026 Board and Committee Meetings

  Board	Audit	Compensation	Nominating and Corporate Governance	Cybersecurity Risk
  Number of Meetings 5	8	5	5	4

  Except for one director who is no longer serving on our board, all of our directors attended at least 75% of all meetings of our board and the committees on which they served that were held during the period for which they were a director or committee member during fiscal 2026. Under our corporate governance guidelines, our directors are expected to spend the time needed and meet as frequently as our board deems necessary or appropriate to discharge their responsibilities. Directors are also expected to make efforts to attend our annual meeting of stockholders, all meetings of our board and all meetings of the committees on which they serve. All directors then in office attended the 2025 Annual Meeting of Stockholders.

  Committees of Our Board

  Our board currently has two standing committees: audit, and compensation and governance. During the entirety of fiscal 2026 and through March 2026, our standing board committees also included a cybersecurity risk committee, a standalone compensation committee and a standalone nominating and corporate governance committee. In March 2026, our board directly assumed all responsibilities previously delegated to the cybersecurity risk committee. Additionally, following a review of our corporate governance processes, our board took action to enhance the efficacy of its committee structure by combining our nominating and corporate governance committee with our compensation committee. Our compensation and governance committee has assumed all responsibilities previously under the purview of the separate compensation and nominating and corporate governance committees.

  The charts below describe the composition and responsibilities of our current board committees and of our former cybersecurity risk committee. Each committee member is appointed to serve on the relevant committee until they resign or until otherwise determined

  by our board. Our board assesses the composition of the committees at least annually to consider whether to rotate committee assignments. Each committee operates pursuant to a written charter that our board has adopted. Our committee charters are available on our website at investor.okta.com/responsibility-and-governance/governance-overview.

  Audit Committee Our audit committee helps our board fulfill its oversight responsibilities with respect to the company's corporate accounting and financial reporting; engagement of the independent

  registered public accounting firm; financial and regulatory reporting; and the performance of the internal audit function. Our audit committee operates under a written charter that satisfies the applicable SEC rules and the Nasdaq listing standards.

  Members Primary Responsibilities

  Anthony Bates

  Rob Bernshteyn (Chair) David Schellhase

  Former Members

  Shellye Archambeau, member until December 2025 Jeff Epstein, Chair until March 2026

  Independence

  Each audit committee member who served during fiscal 2026 met the independence requirements under the Nasdaq listing standards and SEC rules and regulations.

  Financial Expertise

  Each audit committee member who has served during fiscal 2026 meets the financial literacy requirements of the Nasdaq listing standards. Our board has determined that Mr. Bates, as well as former audit committee members Ms. Archambeau and Mr. Epstein, are audit committee financial experts within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended (the "Securities Act").

  Our audit committee held eight meetings during fiscal 2026.

• Selects, evaluates, retains, oversees and determines the compensation of a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

• Discusses the scope and results of the audit with the independent registered public accounting firm, and reviews, with our management team and the independent registered public accounting firm, our interim and year-end results of operations;

• Develops procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

• Reviews our policies on risk assessment and risk management, the company's major risk exposures, and any steps to monitor and control such exposures;

• Reviews related party transactions; and

• Approves (or, as permitted, pre-approves) all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.

  Compensation and Governance Committee

  Our compensation and governance committee helps our board discharge its responsibilities relating to the company's overall compensation and governance frameworks, and the processes, policies and programs that support their effective operation. Our compensation and governance committee operates under a written charter that satisfies the applicable Nasdaq listing standards and SEC rules and regulations.

  Members Primary Responsibilities

  Paul Sagan (Chair) David Schellhase

  Former Members

  Compensation

  Rebecca Saeger, member until June 2025 Michael Stankey, Chair until February 2026 Robert L. Dixon, Jr., member until March 2026

  Nominating and Corporate Governance Rebecca Saeger, Chair until June 2025 Michael Stankey, member until August 2025 Shellye Archambeau, Chair until March 2026 Jeff Epstein, member until March 2026

  Independence

  Each current member of the compensation and governance committee and each member of the predecessor committees who served during fiscal 2026 met the independence requirements under the Nasdaq listing standards and SEC rules and regulations. Each current and former member is also a non-employee director as defined pursuant to Rule 16b-3 promulgated under the Exchange Act.

  Our former compensation committee and nominating and corporate governance committees each held five meetings during fiscal 2026.

  Compensation Matters

• Reviews, approves and determines or makes recommendations to our board regarding the compensation of our directors and our executive officers, including our CEO;

• Administers our equity incentive plans;

• Reviews and approves, or makes recommendations to our board regarding incentive compensation and equity plans;

• Reviews executive leadership development and succession planning; and

• Establishes and reviews policies relating to employee compensation and benefits.

  Nominating and Corporate Governance Matters

• Identifies, evaluates and selects, or makes recommendations to our board regarding board and committee composition and membership;

• Evaluates the performance of our board and its committees;

• Reviews developments in corporate governance practices;

• Reviews our sustainability and responsible tech programs and public disclosures;

• Evaluates the adequacy of our corporate governance practices and reporting; and

• Develops and makes recommendations to our board regarding our corporate governance guidelines.

  Interlocks and Insider Participation

  During fiscal 2026, no current or former member is or has been an officer or employee of our company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving on our board or compensation and governance committee.

  Cybersecurity Risk Committee Our cybersecurity risk committee, which operated during the entirety of fiscal 2026, helped

  our board oversee the company's management of risks related to cybersecurity and data

  privacy, as well as the programs to manage such risks. Our cybersecurity risk committee operated under a written charter. The responsibilities delineated in that charter, or that otherwise were within the purview of the cybersecurity risk committee, were directly assumed

  Former Members* Shellye Archambeau Rob Bernshteyn Emilie Choi

  Robert Dixon, Jr. (Chair)

  J. Frederic Kerrest Maggie Wilderotter

  *Former members served until our board assumed the responsibilities of our former cybersecurity risk committee in March 2026, except for Ms. Archambeau, who served as a member until December 2025, and Ms. Wilderotter, who served as a member from August until December 2025.

  Our former cybersecurity risk committee held four meetings during fiscal 2026.

  by our board.

  Primary Responsibilities

• Oversaw the effectiveness of our cybersecurity and data privacy programs, including the company's practices for identifying, assessing and mitigating cybersecurity and data privacy risks across all business functions;

• Reviewed controls to prevent, detect and respond to cybersecurity attacks or incidents, or information or data breaches;

• Oversaw our cybersecurity resiliency, including related crisis preparedness and incident response plans;

• Oversaw our compliance with applicable information security and data protection laws and industry standards; and

• Received periodic reports from management, including our Chief Security Officer, relating to our cybersecurity program, material cybersecurity risks, known cyberattacks and data protection.

  Our Board's Role in Risk Oversight

  While our management team is responsible for the day-to-day management of risks the company faces, our board-acting as a whole and through its committees-oversees our risk management strategy. Management executes its responsibilities by designing and implementing processes to identify, assess, monitor and mitigate operational risks, including through our enterprise risk management ("ERM") program. In its oversight capacity, our board reviews the ERM program to ensure its framework and processes are robust and effectively integrated into the company's strategic decision-making. This allows our board to remain informed of significant risks and evaluate management's plans for mitigation.

  Management, through its involvement in day-to-day risk management, assists our board in the effective design, establishment, maintenance, review and evaluation of our disclosure controls and procedures. Our board believes that open communication with our management team is essential for effective risk management and oversight. Members of the senior management team attend quarterly meetings of our board, as well as such other meetings as our board deems appropriate, to discuss strategy and risks facing the company, among other topics.

  Risk Oversight Responsibilities

  Our board has ultimate responsibility for risk oversight, while our committees assist our board in overseeing risks within their specific areas of focus. In March 2026, our board assumed direct responsibility for cybersecurity risk oversight, previously overseen by our cybersecurity risk committee from March 2023 to March 2026. Our board determined that the engagement of all directors in the oversight of cybersecurity and data privacy matters is appropriate given the critical importance of these issues to our business.

  The descriptions below reflect our governance structure as of March 2026.

  Board of Directors

  Our board is responsible for overseeing the company's significant risks and risk exposures and the processes developed by our management team to identify, assess, monitor and mitigate those risks.

• Reviews critical enterprise risks identified by management, including relating to our business, operations or strategy;

• Evaluates risks inherent in significant transactions and events contemplated by the company;

• Directly oversees cybersecurity and data privacy risks, and reviews the effectiveness of our cybersecurity and data privacy programs and practices for managing risks across all business functions; and

• Receives reports during regular meetings, including from management on strategic and operational risks; committees on risks under their purview; and our Chief Security Officer on risks relating to our cybersecurity and data privacy programs.

  Audit Committee Compensation and Governance Committee Risk Focus Areas Risk Focus Areas

• Internal control over financial reporting

• Disclosure controls and procedures

• Legal and regulatory compliance

• Liquidity risk

• Compensation programs and policies

• Corporate governance

• Board organization

• Board and committee membership and structure

  Risk Oversight Responsibilities Risk Oversight Responsibilities

• Meets with our management team and our independent registered public accounting firm to (i) discuss guidelines and policies with respect to risk assessment and risk management and (ii) review our major financial risk exposures and the steps our management team has taken to monitor and control these exposures; and

• Receives updates on our ERM program, which include updates on certain existing and emerging risks, including those related to cybersecurity.

• Assesses risks created by the incentives inherent in our compensation policies for executives and employees;

• Considers, at least annually with our management team, potential risks when reviewing and approving compensation plans, including executive compensation;

• Evaluates director skills and time commitments at least annually; and

• Reviews the needs of our board and adjusts, if needed, committee membership or structure.

  Identifying and Evaluating Director Nominees

  Our board has delegated to our compensation and governance committee the responsibilities of identifying additive and qualified candidates to nominate to our board (including candidates to fill any vacancies that may occur), and assessing their qualifications in light of the policies and principles in our corporate governance guidelines and the compensation and governance committee's charter, and in consideration of our evolving business needs. Our compensation and governance committee may gather information about candidates through interviews, detailed questionnaires, comprehensive background checks or any other means its members deem appropriate. Our compensation and governance committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of our board. Based on the results of the evaluation process, our compensation and governance committee recommends candidates for our board's approval as director nominees for election to our board.

  Minimum Qualifications

  Our compensation and governance committee uses a variety of methods for identifying and evaluating director nominees and will consider all facts and circumstances that it deems appropriate or advisable. As part of this process, our compensation and governance committee considers the current size and composition of our board, as well as the needs of our board and its committees.

  Some of the qualifications that our compensation and governance committee considers include, without limitation, issues of character, ethics, integrity, judgment, independence, diversity (including skills and expertise, business and professional experience, perspective, personal background and other qualities relevant to the success of the company and the functioning of our board), education, business acumen, length of service in current or prior roles, experience with businesses or other organizations of a comparable size and industry, an understanding of our business and industry and other commitments. In addition, nominees must have proven achievement and competence in their respective fields, the ability to exercise sound business judgment, an objective perspective, the ability to offer advice and support to our management team and the ability to make significant contributions to Okta's success. Our compensation and governance committee looks for individuals who have skills that are complementary to those of our existing board, the highest ethics, a commitment to the long-term interests of our stockholders and an understanding of the fiduciary responsibilities of a public company director. Finally, nominees must have sufficient time available in the judgment of our compensation and governance committee to effectively perform all board and committee responsibilities. Members of our board are expected to prepare for, attend and participate in all board and applicable committee meetings. Other than the foregoing, there are no stated minimum criteria for director nominees, although our compensation and governance committee may, from time to time, also consider other factors that it deems to be in the best interests of Okta and our stockholders.

  Stockholder Recommendations

  Stockholders may submit recommendations for director candidates to our compensation and governance committee by writing to our Corporate Secretary at Okta, Inc., 100 First Street, Suite 600, San Francisco, California 94105. All such recommendations should include the nominee's name and qualifications and all other information required by our amended and restated bylaws (our "bylaws"). Our compensation and governance committee will evaluate any candidates properly recommended by stockholders against the same criteria and pursuant to the same policies and procedures that govern the evaluation of candidates proposed by directors or members of our management team.

  Stockholder Outreach

  We value the input of our stockholders and actively seek their feedback on our board, corporate governance practices, sustainability and AI initiatives, and executive compensation program. With oversight and direction from our compensation and governance committee, which includes our lead independent director, we have a dedicated team that conducts an annual stockholder outreach program to solicit and better understand stockholder perspectives.

  In the fall of 2025 (fiscal 2026), we sought feedback from our top 40 institutional stockholders, including stewardship professionals and portfolio managers, representing a significant cross-section of our stockholder base.

  
  
  

  We summarize the results of our outreach to our board and deliberate on ways to effectively integrate critical stockholder feedback into our decision-making. Recent examples of our responses to stockholder feedback include:

• prioritizing board refreshment and director recruitment efforts to maintain a highly-skilled board that is well-suited to navigate the evolving technology landscape;

• increasing the ratio of performance-based executive compensation; and

• providing additional details in our proxy statement about the design and structure of our executive equity awards.

  During our engagements in fiscal 2026, we and our stockholders discussed key topics such as board composition; strategic business priorities; corporate governance; AI, including strategy and responsible use; and sustainability. As in prior years, stockholders also provided feedback on our executive compensation program, including on our performance-based restricted stock unit ("PSU") program for executive officers. For further details on the results of our compensation-related stockholder outreach, including the results of our 2025 advisory non-binding Say-on-Pay vote, please see "Compensation Discussion and Analysis" below.

  We are committed to continuing our stockholder engagements to maintain an open dialogue and deepen our understanding of our stockholders' perspectives.

  Stockholder Communications

  Stockholders and other interested parties may communicate with our board or individual directors by emailing [email protected].

  Information regarding director communications is available in our amended and restated securityholder communication policy, located on our investor relations website at investor.okta.com under "Responsibility and Governance-Governance Overview."

  ‌Sustainability and Responsible Technology

  We aim to deliver positive impacts for our stakeholders-including our stockholders, customers, employees, partners and communities-in a manner that drives our core business values forward. To achieve this, we align our sustainability strategy with our long-term corporate goals to promote durable growth and create measurable value. We execute on this strategy by establishing effective governance policies and practices designed to identify and manage key sustainability risks and opportunities arising from our operations.

  Additional details regarding our sustainability strategy and initiatives are available on our website at okta.com/responsibility. That site features key disclosures, including our latest Sustainability Fact Sheet and our Responsible AI Principles. The information contained on, or accessible through, our website is not incorporated by reference into our Proxy Statement.

  Governance and Strategic Oversight

  We have designed a multi-tiered governance structure to provide an appropriate level of oversight and establish accountability over matters relating to sustainability and responsible technology (collectively, "sustainability").

• Operational Oversight. Our cross-functional Sustainability and Responsible Tech Committee consists of employees from teams across Okta to manage our sustainability program and related initiatives.

• Strategic Oversight. The Sustainability and Responsible Tech Committee periodically reports to our Executive Sustainability Governance Committee, which is responsible for the strategic direction of our sustainability efforts and their alignment with our broader corporate strategy. Our Executive Sustainability Governance Committee includes our CFO, Chief Legal Officer ("CLO") and COO.
• Board Oversight. Our compensation and governance committee provides primary oversight of our sustainability program at the board level, periodically reviewing the status of our programs, progress toward our goals, and related public disclosures throughout the year.

  Our board and each of its standing committees also review certain functional aspects of our sustainability program that fall within their respective purview.

  Board • Cybersecurity and data privacy Audit Committee • Materiality risk assessments for energy and climate and regulatory compliance

  • Responsible AI as part of its ERM program oversight

    Compensation and Governance Committee

• Human capital management, including talent, culture and leadership

• Corporate governance and board practices

• Investor and stakeholder policies and feedback

• Social responsibility and philanthropic commitments

  Cybersecurity and Data Privacy

  Privacy and security are key issues for us and for our stakeholders. Protecting our customers' information and safeguarding our and our customers' systems and networks are therefore central to our responsible technology efforts. Our board has ultimate oversight over the effectiveness of Okta's cybersecurity and data privacy programs and has delegated to our audit committee oversight of certain components of our cybersecurity risk management as part of its ERM program.

• Data Privacy. Protecting the privacy of our customers and employees is a key goal in our product development and operations. We implement a variety of technical and operational safeguards designed to protect the data of our customers and employees and be transparent about our use of that data. Our privacy team advises management and briefs our board on our privacy program during certain of its regularly-scheduled meetings.
• Security. Our cybersecurity program includes a risk management framework intended to protect the integrity and availability of our critical systems, internal networks and information. Through this program, we implement policies and processes to respond to cybersecurity threats and mitigate impacts to our business and our customers. Our cybersecurity team, led by our Chief Security Officer, updates our board on the activities of our cybersecurity program and our cyber risk management efforts.

  Responsible AI Innovation

  We believe AI can create opportunities to enhance the speed and quality of innovation. Our offerings and operations incorporate internally developed and third-party developed machine learning and AI technologies, and we are making investments in expanding our AI capabilities to support Okta's growth. As we continue to develop and deploy AI technologies, our commitment to security guides our decision-making. We memorialized this commitment when we published our Responsible AI Principles in October 2024. Our Responsible AI Principles define our mission to encourage responsible AI use and safely accelerate AI innovation, both within the company and our product offerings.

  AI governance is integrated into our ERM program, for which we have developed protocols to manage key risks related to AI use and development. We are also building a responsible AI framework that requires oversight by our board and participation by teams across the company. Our management is committed to reviewing and refining our current structure, outlined below, as our AI strategy and related risks and opportunities continue to evolve.

• Board. Oversees AI activity and initiatives, and receives periodic reports from management on progress and planning with respect to AI strategy.
• Audit Committee. Monitors AI risks as a part of its oversight of our ERM program.
• Compensation and Governance Committee. Considers AI-driven shifts that may impact our workforce and the talent market as part of its oversight of human capital management matters.
• Cross-Functional AI Governance Team. Oversees our responsible AI strategy and develops actionable initiatives to implement our Responsible AI Principles across the business.
• Okta Workforce. Our employees participate in hands-on training modules to deepen their knowledge of AI and AI-enabled technology.

‌Non-Employee Director Compensation

Our non-employee director compensation program is designed to attract, retain and reward qualified directors and further align the financial interests of our non-employee directors with those of our stockholders. Our compensation and governance committee is responsible for reviewing and making recommendations to our board on the compensation paid to non-employee directors for their board and board committee service. Periodically, our compensation and governance committee reviews our non-employee director compensation program, receiving input from our compensation and governance committee's independent compensation consultant regarding market practices and the competitiveness of our non-employee director compensation program in relation to the general market and our compensation peer group.

We maintain robust stock ownership guidelines that require our non-employee directors maintain certain stock ownership levels within five years of their appointment to our board. In March 2026, our compensation and governance committee increased the required stock ownership levels for our non-employee directors from 3x to 5x of their annual cash board retainer. This change further promotes a long-term perspective and deepens the alignment between the interests of our board and our stockholders.

The non-employee director compensation policy applicable during fiscal 2026 provides that each non-employee director will receive an initial equity grant on the date they join the board. The non-employee directors who joined our board during fiscal 2026 were granted restricted stock unit awards ("RSUs") having a grant date fair value of $530,000 on the date of grant (rounded up to the nearest whole RSU). The initial RSU grant vested in equal annual installments on the first three anniversaries of the effective date on which the non-employee director joined our board, subject to continuous service.

Pursuant to our non-employee director compensation policy, in fiscal 2026 each non-employee director received cash retainers and equity grants for each year of continued service. We reimbursed all reasonable out-of-pocket expenses that our directors incurred to attend meetings of our board or any board committee of which they are a member.

Our non-employee directors received the following annual cash retainers for their service in fiscal 2026:

Position Annual Cash Retainer ($)

On the date of each annual meeting of stockholders, each non-employee director who will continue as a non-employee director following such meeting will be granted RSUs having a grant date fair value of $245,000 on the date of grant (rounded up to the nearest whole RSU). These annual RSU grants will fully vest on the earlier of the first anniversary of the grant date or immediately prior to the next annual meeting of stockholders, subject to continuous service.

Under our non-employee director compensation program, all RSUs granted to non-employee directors are settled in shares of our Class A common stock. The non-employee director compensation program provides that these RSUs are subject to full accelerated vesting upon the sale of our company in a Sale Event (as defined in the company's 2017 Equity Incentive Plan, as amended (the "2017 Equity Incentive Plan")).

The following table presents the total compensation for each person who served as a non-employee director during fiscal 2026. Mr. McKinnon, who is also an Okta employee, received no compensation for his service as a director. The compensation received by Mr. McKinnon as CEO is presented in the "Fiscal 2026 Summary Compensation Table" below.

Other than as set forth in the tables below, we did not pay any compensation or make any equity awards to our non-employee directors during fiscal 2026.

Fiscal 2026 Director Compensation Table Fees Earned or Paid In Stock Awards All Other Compensation Total Name Cash ($)

($)(1)(2)

($) ($)

1. The amounts reported represent the aggregate grant date fair values of the RSUs granted during fiscal 2026 under our 2017 Equity Incentive Plan as computed in accordance with the Financial Accounting Standards Board's Accounting Standards Codification Topic 718 ("ASC Topic 718"). Such grant date fair values do not take into account any estimated forfeitures related to service-based vesting conditions. The assumptions used in calculating the grant date fair values are set forth in the notes to our consolidated financial statements included in our 2026 Annual Report. These amounts do not necessarily correspond to the actual values recognized or that may be recognized by the directors.

2. The following table sets forth the options and stock awards held as of January 31, 2026 by our non-employee directors who were serving on our board as of such date:

   Name Shares of Class B Common Stock Underlying Options RSUs Covering Class A Common Stock

   Shellye Archambeau	-	2,487
   Anthony Bates	-	6,553
   Rob Bernshteyn	-	5,876
   Emilie Choi	-	2,487
   Robert L. Dixon, Jr.	-	2,487
   Jeff Epstein	-	2,487
   J. Frederic Kerrest	267,010	3,330
   Paul Sagan	-	5,876
   David Schellhase	-	5,826
   Michael Stankey	190,000	2,487

3. Ms. Archambeau and Mr. Dixon, each a Class III director, were not nominated for re-election following the end of their term at the Annual Meeting on June 18, 2026.

4. Messrs. Bernshteyn and Sagan joined our board on December 19, 2025.

5. Mr. Epstein will leave our board effective at the Annual Meeting on June 18, 2026.

6. Mr. Horowitz and Ms. Saeger left our board following the company's 2025 Annual Meeting of Stockholders on June 24, 2025.

7. Mr. Schellhase joined our board on August 13, 2025.

8. Mr. Stankey left our board on March 5, 2026.

9. Ms. Wilderotter joined our board on August 13, 2025 and left our board on December 18, 2025 due to reasons unforeseen at the time of her joining. Pursuant to the terms of our non-employee director compensation policy, the initial RSU grant that Ms. Wilderotter received upon her appointment was forfeited. The amount reported under "All Other Compensation" represents fees that Ms. Wilderotter received in connection with advisory services she provided to the company prior to her appointment to our board. Such advisory fees were paid during fiscal 2026, on February 13, 2025.

‌02

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

Our audit committee has appointed Ernst & Young LLP as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ending January 31, 2027. We are asking our stockholders to ratify this appointment. Ernst & Young LLP has served as our independent registered public accounting firm since 2013.

Our board is submitting the appointment of Ernst & Young LLP to stockholders for ratification as a matter of good corporate governance. In the event our stockholders do not ratify this appointment by an affirmative vote of a majority of the voting power of the shares of our common stock, present in person or by proxy, at the Annual Meeting, our audit committee will reconsider retaining Ernst & Young LLP. Even if the appointment is ratified, our audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the fiscal year if they determine that such a change would be in the best interests of the stockholders.

We expect a representative of Ernst & Young LLP will attend the Annual Meeting. That individual will have an opportunity to make a statement and will be available to respond to appropriate questions from stockholders.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

We have adopted a policy under which our audit committee must pre-approve all audit and permissible non-audit services to be provided by the independent registered public accounting firm. As part of its review, our audit committee considers whether the categories of pre-approved services are consistent with rules on accountant independence prescribed by the SEC and the Public Company Accounting Oversight Board ("PCAOB"). Our audit committee pre-approved all services performed by the independent registered public accounting firm in fiscal 2026 in accordance with the foregoing pre-approval policies and procedures.

Recommendation of Our Board

OUR BOARD RECOMMENDS THAT YOU VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 31, 2027.