Notice of Proposed Settlement in Derivative Action

08/26/2025 – 07:14 PM

SAN FRANCISCO, Aug. 26, 2025 (GLOBE NEWSWIRE) — Okta, Inc. (NYSE:OKTA) is moving to resolve outstanding derivative litigation, announcing Tuesday a proposed settlement that includes significant corporate governance overhauls. The agreement awaits court approval, with a hearing set for October 24, 2025.

A Federal Court authorized this Notice. This is not a solicitation from a lawyer.

TO: ALL CURRENT RECORD HOLDERS AND BENEFICIAL OWNERS OF COMMON STOCK OF OKTA, INC. (“OKTA” OR “THE COMPANY”) AS OF JUNE 26, 2025 (THE “RECORD DATE”).

PLEASE TAKE NOTICE that the above-captioned derivative lawsuit and certain other Derivative Matters are being settled on the terms set forth in a Stipulation and Agreement of Settlement dated June 26, 2025 (the “Stipulation”).¹ Under the terms of the Stipulation, as part of the proposed Settlement, Okta will adopt, implement, and/or maintain certain corporate governance practices, policies and procedures, and internal controls reforms (the “Reforms”). These Reforms, which are detailed more fully in the Stipulation and Long Form Notice, are intended to address the claims asserted in the Derivative Matters.

The Stipulation and Reforms were approved by a Settlement Review Committee of Okta’s Board of Directors. The Settling Parties further acknowledge and agree that the Reforms confer substantial benefits on the Company and its stockholders and that the Settlement on the terms set forth in the Stipulation is in all respects fair, reasonable, and adequate, and serves the best interests of the Company and its stockholders.

Settling Stockholders’ Counsel intends to request approval of the $2,250,000 agreed-to Fee and Expense Amount, inclusive of requested Service Awards for Settling Stockholders. The Settling Defendants have agreed not to oppose this request. The amount of attorneys’ fees and expenses ultimately awarded will be within the sole discretion of the Court.

IF YOU WERE A RECORD OR BENEFICIAL OWNER OF OKTA COMMON STOCK AS OF JUNE 26, 2025, PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY AS YOUR RIGHTS MAY BE AFFECTED BY PROCEEDINGS IN THE ABOVE-REFERENCED LITIGATION.

On October 24, 2025, at 10:00 a.m., the Court will hold the Settlement Hearing by videoconference at the following address: https://cand-uscourts.zoomgov.com/j/1612108939?pwd=RFlsVmV0ZlFYb1ovQzRNTVlXNzcydz09 (Webinar ID: 161 210 8939; Password: 539983).  At the Settlement Hearing, the Court will consider whether the Settlement is fair, reasonable and adequate and thus should be finally approved and whether the California Federal Action should be dismissed with prejudice pursuant to the terms and conditions of the Stipulation.  The Court also will rule upon the Fee and Expense Amount to Settling Stockholders’ Counsel and Settling Stockholders’ Service Award.

Any Current Okta Stockholder may, but is not required to, appear in person at the Settlement Hearing. If you want to be heard at the Settlement Hearing in opposition to the Settlement, the Fee and Expense Amount or the Service Award, then you must first comply with the following procedures for objecting.

Any objections must be presented in writing and must contain the following information:

1. Notice of intent to appear at the Settlement Hearing;
2. Your name, legal address, and telephone number;
3. Proof of being a Current Okta Stockholder as of the Record Date and a representation that you continue to own Okta common stock as of the date of the objection and that you intend to continue to own Okta common stock on the date of the Settlement Hearing and shall confirm that continuing ownership at the Settlement Hearing;
4. The date(s) you acquired your Okta shares and the number of Okta shares held;
5. A detailed statement of your specific position with respect to the matters to be heard at the Settlement Hearing, including a statement of each objection being made; and
6. The grounds for each objection or the reasons for your desire to appear and to be heard.

Any counsel retained by a purported objector for the purpose of asserting an objection must make a notice of appearance with the Court at least fourteen (14) calendar days before the Settlement Hearing. The Court will not consider any objection that does not substantially comply with these requirements.

Any written objections must be filed with the Court no later than fourteen (14) days prior to the Settlement Hearing. The Court will not consider any objection that is not timely filed with the Court.

Any person or entity who fails to object or otherwise requests to be heard in the manner prescribed above will be deemed to have waived the right to object to any aspect of the Settlement or otherwise request to be heard (including the right to appeal) and will be forever barred from raising such objection or request to be heard in this or any other action or proceeding, but shall otherwise be bound by the Judgment to be entered and the releases to be given.

This Notice summarizes the Settling Parties’ Stipulation. It is not a complete statement of the events of the Derivative Matters or the Stipulation. You may inspect the Stipulation, its Exhibits, and the Long Form Notice on Okta’s Investor Relations Page of its website at https://investor.okta.com/financials/sec-filings/default.aspx.

PLEASE DO NOT CALL, WRITE, OR OTHERWISE DIRECT QUESTIONS TO EITHER THE COURT OR THE CLERK’S OFFICE. Any questions you have about matters in this Notice should be directed by telephone or in writing to Settling Stockholders’ Counsel.

Use of Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including, without limitation, those regarding: (i) the Stipulation resolving the Derivative Matters; (ii) the ability to secure final approval of the proposed settlement from the United States District Court for the Northern District of California and to satisfy all conditions of the proposed settlement; and (iii) other statements that are not historical facts, constitute forward looking statements. These forward-looking statements involve risks and uncertainties that can cause actual results to differ materially from those in such forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond our control, including, without limitation, risks and uncertainties related to: (a) the Stipulation not having the expected impact, including resolving the Derivative Matters; (b) the proposed settlement requiring more activity or expense than expected; (c) the defendants’ ability to overcome any objections or appeals regarding the proposed settlement; and (d) satisfactory resolution of any future litigation or other disagreements with others. Further information on potential factors that could cause actual results to differ materially from those in the forward-looking statements are contained in Okta’s filings and periodic reports filed with the Securities and Exchange Commission under the heading “Risk Factors” and elsewhere in such filings and reports, including our most recent quarterly report on Form 10-Q for the quarter ended April 30, 2025 and future filings and reports by Okta. Undue reliance should not be placed on forward-looking statements, which speak only as of the date they are made, and the facts and assumptions underlying the forward-looking statements may change. Except as required by law, Okta disclaims any obligation to update these forward-looking statements to reflect future information, events or circumstances.

Source: Okta, Inc.

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1} This Notice should be read in conjunction with, and is qualified in its entirety by reference to, the text of the Stipulation and its Exhibits, which have been filed with the United States District Court for the Northern District of California. The capitalized terms used in this Notice and not otherwise defined herein are defined in the Stipulation.