OKTA 8-K Current Reports

Earnings & ResultsExhibits & Filings

Okta 8-K Report, Executive Changes (Sep 18, 2026)

Okta, Inc. filed a Current Report on Form 8-K dated September 18, 2026, disclosing a change in board membership. Emilie Choi, a Class I director, resigned from the Board effective September 14, 2026. The filing states her resignation was not the result of any disagreement with the Company on operations, policies or practices, and the Board expressed appreciation for her service. On September 17, 2026, the Board appointed Helen Riley as an independent Class I director effective September 18, 2026, to serve until the 2027 Annual Meeting of Stockholders. She was also named to the Audit Committee. Riley will receive $35,000 in annual Board compensation, $13,000 for Audit Committee service, and an initial grant of 2,907 restricted stock units vesting annually over three years. The Company has entered into its standard indemnification agreement with her. The filing attaches a press release (Exhibit 99.1) announcing Riley's appointment and Choi's departure. In that release, CEO Todd McKinnon framed the appointment around the Company's focus on securing AI agents and identity controls. Riley is currently CFO and COO at X (The Moonshot Factory), a subsidiary of Alphabet, Inc.

Sep 18, 2026 8-K

Okta 8-K Report, Financial Results (Aug 26, 2026)

Okta, Inc. (Nasdaq: OKTA) filed an 8-K on August 26, 2026 furnishing its press release (Exhibit 99.1) announcing results for the second quarter of fiscal 2027, ended July 31, 2026. Total revenue was $805 million, up 11% year-over-year, and subscription revenue was $793 million, up 12%. Remaining performance obligations (RPO) were $4.858 billion, up 17%, and current RPO (cRPO) was $2.585 billion, up 14%. GAAP operating income was $107 million (13% of revenue) versus $41 million a year earlier, and GAAP net income was $116 million, or $0.65 per diluted share. Non-GAAP operating income was $226 million (28% of revenue) and non-GAAP diluted EPS was $1.05 versus $0.91. Operating cash flow was $234 million and free cash flow was $227 million, or 28% of revenue. Management highlighted accelerating cRPO, success with its largest customers, and strong profitability and cash flow. CFO Brett Tighe credited core workforce and customer identity for ACV acceleration and cited strong contributions from new products, led by Okta Identity Governance. The company settled the remaining $350 million principal of its 2026 convertible notes in cash during the quarter and ended the quarter with $2.299 billion in cash, cash equivalents and short-term investments. Repurchases of common stock were $372 million for the six months ended July 31, 2026. For fiscal 2027, Okta now expects total revenue of $3.216 billion to $3.226 billion (10% to 11% growth), non-GAAP operating income of $830 million to $840 million (26% margin), and non-GAAP free cash flow of $910 million to $930 million (28% to 29% margin). Guidance reflects roughly a one-percentage-point revenue growth headwind from accelerating the shift of professional services to partners, and roughly a one-point free cash flow impact from lower interest income tied to buybacks and the note settlement. For the third quarter, the company guides to revenue of $813 million to $817 million and non-GAAP diluted EPS of $0.92 to $0.94.

Aug 26, 2026 8-K

Leadership ChangesShareholder MattersExhibits & Filings

Okta 8-K Report, Executive Changes (Jun 23, 2026)

Okta, Inc. filed this Form 8-K to report the results of its 2026 annual meeting of stockholders, held June 18, 2026, and to disclose an amendment to its 2017 Equity Incentive Plan that stockholders approved at that meeting. The amendment, effective immediately upon approval, removes the plan's termination date so it continues until the Board terminates it, eliminates the existing evergreen provision that automatically increased the Class A common stock reserved for issuance each year, and removes liberal share recycling for stock options and stock appreciation rights. The full amended plan is attached as Exhibit 10.1. At the meeting, stockholders re-elected Class III directors Anthony Bates and David Schellhase to serve until the 2029 annual meeting, ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2027, and approved the advisory say-on-pay vote on named executive officer compensation. Holders of 155,394,333 shares, representing 224,434,332 votes, were present, which constituted a quorum. Class B shares carried ten votes each and Class A shares one vote each, with both classes voting together as a single class. For investors, the most notable item is the plan amendment, which permanently removes the automatic annual share increase and the share recycling feature for options and SARs, changing how future equity grants can be sized and replenished. The say-on-pay and plan amendment votes were closer than the other proposals: the say-on-pay proposal received 154,747,380 votes for and 49,257,140 against, and the plan amendment received 144,073,135 for and 59,915,901 against.

Jun 23, 2026 8-K

Okta 8-K Report, Financial Results (May 28, 2026)

Okta, Inc. (Nasdaq: OKTA) filed an 8-K on May 28, 2026 furnishing its press release announcing first quarter fiscal 2027 results for the quarter ended April 30, 2026. Total revenue was $765 million, up 11% year-over-year, with subscription revenue of $750 million, also up 11%. Remaining performance obligations (RPO) were $4.719 billion, up 16%, and current RPO (cRPO) was $2.499 billion, up 12%. GAAP operating income was $56 million (7% of revenue) versus $39 million a year earlier, and GAAP net income was $74 million, or $0.42 per diluted share. Non-GAAP operating income was $191 million (25% of revenue) and non-GAAP diluted EPS was $0.91, versus $0.86 in the prior-year quarter. Operating cash flow was $277 million and free cash flow was $271 million, or 35% of revenue. Cash, cash equivalents and short-term investments totaled $2.589 billion at April 30, 2026. For the second quarter of fiscal 2027, Okta guided to total revenue of $790 million to $794 million (9% growth), non-GAAP operating income of $204 million to $208 million, and non-GAAP diluted EPS of $0.95 to $0.97. For full fiscal 2027, the company now expects total revenue of $3.185 billion to $3.205 billion (9% to 10% growth), non-GAAP operating income of $806 million to $826 million, non-GAAP diluted EPS of $3.79 to $3.87, and non-GAAP free cash flow of $855 million to $885 million. The revenue outlook reflects an approximately one percentage point headwind from accelerating the shift of professional services to partners, and the free cash flow outlook reflects an approximately one percentage point impact from lower interest income tied to the stock repurchase program and the intent to settle the remaining 2026 Notes in cash. The company also adopted a long-term non-GAAP tax rate of 21%, down from 26%, effective February 1, 2026, primarily due to the enactment of the One Big Beautiful Bill Act. The 8-K also notes that repurchases of common stock totaled $248 million in the quarter, and that the company posted supplemental investor materials on its investor relations website.

May 28, 2026 8-K

Okta 8-K Report, Executive Changes (Apr 22, 2026)

Okta, Inc. filed a Form 8-K on April 22, 2026, to disclose that Larissa Schwartz intends to leave her role as Chief Legal Officer and Corporate Secretary effective July 31, 2026. The filing states that the Company and Ms. Schwartz entered into a transition and separation agreement dated April 21, 2026, under which she will remain in her current role through July 31, 2026, at her current annual base salary. After that date, she will serve as a senior advisor through January 31, 2027, at a base salary of $21,483 per month. During this advisory period she will continue to be eligible for benefits and to vest in Company equity awards under their existing terms. She will also be eligible for a lump-sum severance payment equal to nine months of her current base salary, subject to executing and not revoking a release of claims. The 8-K is a limited leadership-transition disclosure under Item 5.02. It contains no financial results or guidance. The complete separation agreement is to be filed as an exhibit to the Company's Form 10-Q for the quarter ending April 30, 2026.

Apr 22, 2026 8-K

Okta 8-K Report, Executive Changes (Mar 23, 2026)

Okta, Inc. filed a Current Report on Form 8-K dated March 23, 2026, disclosing under Item 5.02 that director Jeff Epstein informed the Company on March 19, 2026 that he would resign from the Board of Directors. His resignation will take effect at the Company's 2026 annual meeting of stockholders, currently planned for June 18, 2026. The filing states that Mr. Epstein's departure is not the result of any disagreement with the Company. The Board expressed appreciation for his service and his contributions to the Board. The only exhibit listed is Exhibit 104, the Cover Page Interactive Data File, with cover page XBRL tags embedded in the Inline XBRL document. The filing contains no financial results, guidance, or compensation-related disclosures.

Mar 23, 2026 8-K

Okta 8-K Report, Executive Changes (Mar 11, 2026)

Okta, Inc. filed a Current Report on Form 8-K dated March 11, 2026, disclosing under Item 5.02 that director Michael Stankey resigned from the Board of Directors. Mr. Stankey informed the Company of his resignation on March 5, 2026. The filing states that his departure is not the result of any disagreement with the Company, and the Board expressed appreciation for his service and contributions. The filing is a limited governance notice. It reports no financial results, no financial statement figures, no guidance, and no compensatory or appointment arrangements. The only exhibit listed is Exhibit 104, the Cover Page Interactive Data File, whose cover page XBRL tags are embedded within the Inline XBRL document. For investors, the principal takeaway is a board departure that the Company characterizes as non-disputed, with no accompanying operational or financial disclosure in this filing.

Mar 11, 2026 8-K

Okta 8-K Report, Financial Results (Mar 4, 2026)

Okta, Inc. reported fourth-quarter and fiscal year 2026 results for the periods ended January 31, 2026, via a press release furnished as Exhibit 99.1. Q4 total revenue was $761 million, up 11% year-over-year, and subscription revenue was $747 million, also up 11%. GAAP operating income was $46 million (6% of revenue) versus $8 million a year earlier, and GAAP net income was $63 million, or $0.35 per diluted share. Non-GAAP operating income was $202 million (26% of revenue), and non-GAAP diluted EPS was $0.90, up from $0.78. Remaining performance obligations grew 15% to $4.827 billion and current RPO grew 12% to $2.513 billion. Operating cash flow was $258 million and free cash flow was $252 million in the quarter. For the full fiscal year 2026, total revenue was $2.919 billion, up 12%, and GAAP operating income was $149 million versus a loss of $74 million in fiscal 2025. Non-GAAP operating income was $766 million (26% of revenue), and free cash flow was $863 million. Cash, cash equivalents and short-term investments totaled $2.553 billion at January 31, 2026. For fiscal 2027, Okta guided total revenue of $3.170 billion to $3.190 billion, representing 9% growth, and non-GAAP free cash flow of $850 million to $880 million. The guidance includes an approximately one percentage point headwind from accelerating the shift of professional services to partners, and about one point of lower free cash flow growth from reduced interest income tied to the stock repurchase program and the 2026 Notes settlement. Okta also lowered its long-term projected non-GAAP tax rate to 21% from 26%, a change that flows through to non-GAAP EPS guidance of $3.74 to $3.82.

Mar 4, 2026 8-K

Okta 8-K Report, Corporate Update (Jan 5, 2026)

On January 5, 2026, Okta, Inc. (Nasdaq: OKTA) reported in a Form 8-K that its board of directors approved a share repurchase program authorizing the purchase of up to $1 billion of its Class A Common Stock, effective immediately. The filing states that the program was announced in a press release attached as Exhibit 99.1, and that the company views its shares as undervalued and sees the program as reflecting confidence in its business and long-term opportunities. According to the press release, Okta expects to fund repurchases with existing cash balances and cash flow from operations. Repurchases may be made in the open market, in privately negotiated transactions, or otherwise, with amount and timing at Okta's discretion depending on market conditions and corporate needs. Open market purchases are to follow applicable federal securities laws, including the pricing and volume requirements of Rule 10b-18, and Okta may use Rule 10b5-1 plans. The program has no fixed expiration date and does not obligate Okta to buy any particular amount of stock. The board may modify, suspend, or terminate it at any time. The filing does not provide any repurchase amounts completed to date or any financial results.

Jan 5, 2026 8-K

Okta 8-K Report, Executive Changes (Dec 19, 2025)

Okta, Inc. reported in an 8-K filed December 19, 2025 that its Board of Directors, on December 18, 2025, expanded the Board from 10 to 11 directors and appointed Rob Bernshteyn and Paul Sagan as independent directors, effective December 19, 2025. Mr. Bernshteyn was named a Class II director (term through the 2028 Annual Meeting) and joined the Audit Committee and Cybersecurity Risk Committee. Mr. Sagan was named a Class I director (term through the 2027 Annual Meeting) and joined the Compensation Committee and Nominating Committee. Both will receive standard non-employee director compensation, including annual compensation of $35,000 and an initial grant of 5,876 restricted stock units vesting annually over three years. The filing also discloses that Mary Agnes (Maggie) Wilderotter resigned from the Board on December 15, 2025, for reasons unforeseen at the time of her joining, and that the resignation was not the result of any disagreement with the Company on operations, policies or practices. The company's press release, filed as Exhibit 99.1, quotes CEO Todd McKinnon describing the new directors' experience in SaaS, cybersecurity and AI as relevant to the company's next phase of growth and its work on securing AI agents. For investors, the filing is a governance update rather than a financial disclosure: it contains no financial results, guidance or financial figures beyond the director compensation amounts. The filing states that there are no related-party transactions requiring disclosure under Item 404(a) and no arrangements under which either director was appointed.

Dec 19, 2025 8-K

Earnings & ResultsRegulation FDOther Events+1

Okta 8-K Report, Financial Results (Dec 2, 2025)

Okta, Inc. filed this Form 8-K on December 2, 2025 to furnish its press release announcing financial results for the third quarter of fiscal 2026, ended October 31, 2025. Total revenue was $742 million, up 12% year-over-year, and subscription revenue was $724 million, up 11%. Remaining performance obligations (RPO) were $4.292 billion, up 17%, and current RPO (cRPO) was $2.328 billion, up 13%. GAAP operating income was $23 million (3% of total revenue) versus a GAAP operating loss of $16 million a year earlier, and GAAP net income was $43 million, or $0.24 per basic and diluted share. Non-GAAP operating income was $178 million (24% of total revenue) and non-GAAP diluted net income per share was $0.82, versus $0.67 in the prior-year quarter. Cash flow was strong, with operating cash flow of $218 million and free cash flow of $211 million, or 28% of total revenue. The company ended the quarter with cash, cash equivalents and short-term investments of $2.463 billion, after settling the remaining principal of its 2025 convertible notes for $510 million in cash. For the fourth quarter of fiscal 2026, Okta expects total revenue of $748 million to $750 million (10% year-over-year growth) and non-GAAP diluted EPS of $0.84 to $0.85. For full fiscal 2026, it now expects total revenue of $2.906 billion to $2.908 billion (11% growth) and non-GAAP diluted EPS of $3.43 to $3.44. The company also furnished supplemental investor materials on its investor relations website, which it uses for Regulation FD disclosure.

Dec 2, 2025 8-K

Okta 8-K Report, Financial Results (Aug 26, 2025)

Okta, Inc. (Nasdaq: OKTA) reported second quarter fiscal 2026 results for the quarter ended July 31, 2025 in Exhibit 99.1. Total revenue was $728 million, up 13% year-over-year, and subscription revenue was $711 million, up 12%. Remaining performance obligations (RPO) were $4.152 billion, up 18%, and current RPO was $2.265 billion, up 13%. GAAP operating income was $41 million, compared with a GAAP operating loss of $19 million a year earlier, and non-GAAP operating income was $202 million, or 28% of total revenue. GAAP diluted net income per share was $0.37, and non-GAAP diluted net income per share was $0.91. Operating cash flow was $167 million and free cash flow was $162 million, and cash, cash equivalents and short-term investments totaled $2.858 billion at July 31, 2025. The company guided third-quarter fiscal 2026 total revenue to $728 million to $730 million, representing 9% to 10% growth, and non-GAAP diluted EPS to $0.74 to $0.75. For full fiscal 2026 it now expects total revenue of $2.875 billion to $2.885 billion (10% to 11% growth), non-GAAP operating income of $730 million to $740 million, and non-GAAP diluted EPS of $3.33 to $3.38. The company states the announced acquisition of Axiom Security is expected to be immaterial to all guidance metrics. Item 8.01 discloses that the parties to the stockholder derivative litigation entered into a Stipulation and Agreement of Settlement on June 26, 2025, and that on August 18, 2025 the court granted preliminary approval and scheduled a final settlement approval hearing for October 24, 2025. The stipulation, filed as Exhibit 99.2, provides for corporate governance and internal control reforms and attorneys' fees and expenses of $2,250,000, subject to court approval. The defendants deny wrongdoing.

Aug 26, 2025 8-K

Leadership ChangesShareholder MattersExhibits & Filings

Okta 8-K Report, Executive Changes (Aug 14, 2025)

Okta, Inc. (Nasdaq: OKTA) disclosed in this Current Report on Form 8-K that its Board of Directors, on August 11, 2025, expanded the Board from eight to ten directors and appointed David Schellhase as an independent director and Mary Agnes (Maggie) Wilderotter as a non-independent director, both effective August 13, 2025. Mr. Schellhase was named a Class III director serving until the 2026 Annual Meeting of Stockholders and joined the Compensation and Nominating and Corporate Governance Committees. Ms. Wilderotter was named a Class II director serving until the 2028 Annual Meeting and joined the Cybersecurity Risk and M&A Committees. The filing states that Ms. Wilderotter previously provided advisory services to the Company on business, strategy, technology and products, for which she received a $100,000 cash retainer in the fiscal year ended January 31, 2025, and an RSU grant in December 2023 with a grant date fair value of $400,031 that fully vested on December 15, 2024. Both new directors will receive $35,000 in annual board compensation and an initial grant of 5,826 RSUs vesting annually over three years, and both have signed the company's standard indemnification agreement. The filing reports no related-party transactions requiring disclosure under Item 404(a) for Mr. Schellhase. The accompanying press release (Exhibit 99.1) quotes CEO Todd McKinnon linking the appointments to Okta's role in securing AI and expanding its identity market leadership. The filing itself contains no financial results or guidance.

Aug 14, 2025 8-K

Okta 8-K Report, Executive Changes (Jun 25, 2025)

Okta, Inc. filed this Form 8-K on June 25, 2025 to report two items from its 2025 annual meeting of stockholders held June 24, 2025. Director Benjamin Horowitz informed the company on June 20, 2025 that he would resign from the Board, effective at the annual meeting, and the Board reduced its size from nine to eight directors. The filing states his departure was not the result of any disagreement with the company. At the annual meeting, stockholders re-elected Jeff Epstein and J. Frederic Kerrest as Class II directors to serve until the 2028 annual meeting. Stockholders also ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2026, and approved, on an advisory non-binding basis, the compensation of the named executive officers. Holders of 153,000,584 shares, representing 224,125,136 votes, were present, constituting a quorum. On the frequency of future say-on-pay votes, stockholders indicated a preference for one year, with 202,166,533 votes for one year versus 27,243 for two years and 1,889,725 for three years. Consistent with that preference and the Board's recommendation, the company plans to hold these advisory votes every year. The only exhibit listed is the Inline XBRL cover page file (Exhibit 104).

Jun 25, 2025 8-K

Okta 8-K Report, Financial Results (May 27, 2025)

Okta, Inc. furnished an 8-K on May 27, 2025 reporting results for its first quarter of fiscal 2026, ended April 30, 2025. Total revenue was $688 million, up 12% year-over-year, and subscription revenue was $673 million, also up 12%. Remaining performance obligations (RPO) were $4.084 billion, up 21%, and current RPO (cRPO) was $2.227 billion, up 14%. GAAP operating income was $39 million, or 6% of total revenue, compared with a GAAP operating loss of $47 million in the prior-year quarter. Non-GAAP operating income was $184 million, or 27% of total revenue, versus $133 million a year earlier. GAAP net income was $62 million, or $0.35 per diluted share, compared with a net loss of $40 million in the prior-year quarter. Cash flow was strong, with operating cash flow of $241 million and free cash flow of $238 million, or 35% of total revenue. Cash, cash equivalents and short-term investments totaled $2.725 billion at April 30, 2025. Non-GAAP diluted net income per share was $0.86, compared with $0.65 a year earlier. For fiscal 2026, Okta guided to total revenue of $2.850 billion to $2.860 billion, representing 9% to 10% growth, non-GAAP operating income of $710 million to $720 million, and non-GAAP diluted EPS of $3.23 to $3.28. For the second quarter, it guided to revenue of $710 million to $712 million, representing 10% growth. The company said the outlook reflects its go-to-market specialization rolled out in Q1 of FY26 and potential risks from the uncertain economic environment.

May 27, 2025 8-K

Okta 8-K Report, Financial Results (Mar 3, 2025)

Okta, Inc. filed this Form 8-K on March 3, 2025 to furnish a press release (Exhibit 99.1) announcing financial results for the fiscal fourth quarter and fiscal year ended January 31, 2025. For Q4, total revenue was $682 million, up 13% year-over-year, and subscription revenue was $670 million, also up 13%. Remaining performance obligations (RPO) were $4.215 billion, up 25%, and current RPO (cRPO) was $2.248 billion, up 15%. GAAP operating income was $8 million compared with a GAAP operating loss of $83 million a year earlier, while non-GAAP operating income was $168 million, or 25% of total revenue. Net cash provided by operations was $286 million and free cash flow was $284 million for the quarter. For fiscal 2025, total revenue was $2.610 billion, up 15%, and subscription revenue was $2.556 billion, up 16%. GAAP operating loss narrowed to $74 million from $516 million, and GAAP net income was $28 million, versus a net loss of $355 million in fiscal 2024. Non-GAAP operating income was $587 million, or 22% of total revenue, and free cash flow was $730 million, or 28% of total revenue. Cash, cash equivalents and short-term investments totaled $2.523 billion at January 31, 2025. For fiscal 2026, Okta guided to total revenue of $2.850 billion to $2.860 billion (9% to 10% growth), non-GAAP operating income of $705 million to $715 million (25% margin), and non-GAAP diluted EPS of $3.15 to $3.20. Management described the guidance as prudent and factoring in its previously announced go-to-market specialization. The first-quarter outlook calls for revenue of $678 million to $680 million (10% growth) and non-GAAP diluted EPS of $0.76 to $0.77, with approximately $11 million of cash restructuring payments expected in the quarter.

Mar 3, 2025 8-K

Earnings & ResultsOther Events

Okta 8-K Report, Executive Changes (Feb 10, 2025)

Okta, Inc. filed this Form 8-K on February 10, 2025 to announce that Eric Kelleher became President and Chief Operating Officer effective February 1, 2025, serving as the company's principal operating officer. Kelleher previously served as President, Customer Experience and Communication from February 2024 to January 2025, and as Chief Customer Officer from October 2020 to January 2024. He continues to report to CEO and co-founder Todd McKinnon, and will oversee Marketing, Customer First, Company Operations, GTM Strategy & Operations, Business Technology, Data & Insights, Communications, and Okta for Good teams, while forming a new Office of the COO focused on reigniting growth. Compensation for the role includes an annual base salary of $500,000, participation in the Amended and Restated Senior Executive Incentive Bonus Plan with an annual target of 65% of base salary, and participation in the Executive Severance Plan. The Compensation Committee also approved time-based and performance-based restricted stock units valued at $12 million, to be granted in connection with the upcoming executive officer merit cycle. The filing states Kelleher received no additional compensation for the appointment. The filing also states that Eugenio Pace, President, Business Operations, will retire at the end of March 2025. The press release attached as Exhibit 99.1 notes that Kelleher has been with Okta since 2016 and that the company secures identity for more than 19,450 customers.

Feb 10, 2025 8-K

Okta 8-K Report, Financial Results (Feb 4, 2025)

Okta, Inc. filed this Form 8-K on February 4, 2025 to report two items. Under Item 2.02, the company reaffirmed its financial guidance for the fourth quarter and fiscal year ending January 31, 2025, as previously provided in a December 3, 2024 press release furnished as Exhibit 99.1 to a Form 8-K filed that day. It plans to issue its fourth quarter fiscal 2025 results after market close on March 3, 2025. Under Item 8.01, the company announced a restructuring plan to reallocate resources toward growth priorities. The plan reduces the workforce by approximately 180 full-time employees, or approximately 3%. Okta estimates approximately $11 million of restructuring charges in the fourth quarter of fiscal 2025, primarily for future cash employee severance and benefits costs to be paid mainly in the first quarter of fiscal 2026. It also expects an insignificant stock-based compensation adjustment in the first quarter of fiscal 2026, and it intends to exclude the plan's charges from non-GAAP financial measures. For investors, the key takeaways are the reaffirmed guidance, the modest restructuring charge, and the workforce reduction aimed at redirecting spending toward growth.

Feb 4, 2025 8-K

Okta 8-K Report, Financial Results (Dec 3, 2024)

Okta, Inc. (OKTA) reported third-quarter fiscal 2025 results for the quarter ended October 31, 2024, in a press release furnished as Exhibit 99.1 to this Form 8-K. Total revenue was $665 million, up 14% year-over-year, and subscription revenue was $651 million, also up 14%. Remaining performance obligations (RPO) were $3.659 billion, up 19%, and current RPO (cRPO) was $2.062 billion, up 13%. GAAP operating loss narrowed to $16 million from $111 million a year earlier, and GAAP net income was $16 million, compared with a net loss of $81 million. Non-GAAP operating income rose to $138 million, or 21% of total revenue, from $85 million, or 15%. Cash flow remained strong, with operating cash flow of $159 million and free cash flow of $154 million in the quarter. Cash, cash equivalents, and short-term investments totaled $2.248 billion at October 31, 2024. During the quarter, the company repurchased $42 million principal amount of convertible senior notes due 2025 and $215 million principal amount of convertible senior notes due 2026, producing a $16 million gain on early extinguishment of debt. For the fourth quarter of fiscal 2025, Okta expects total revenue of $667 million to $669 million, representing 10% to 11% year-over-year growth, and cRPO of $2.130 billion to $2.135 billion, representing 9% growth. For full fiscal 2025, the company now expects total revenue of $2.595 billion to $2.597 billion, representing 15% growth, and non-GAAP diluted net income per share of $2.75 to $2.76. Management noted that all periods factor in a challenging macro environment.

Dec 3, 2024 8-K

Leadership ChangesShareholder MattersCorporate Changes+1

Okta 8-K Report, Financial Results (Aug 28, 2024)

Okta, Inc. reported financial results for its second quarter of fiscal 2025, ended July 31, 2024, in a press release furnished as Exhibit 99.1 to this Form 8-K. Total revenue was $646 million, up 16% year-over-year, and subscription revenue was $632 million, up 17%. Current remaining performance obligations (cRPO) grew 13% to $1.995 billion, and total RPO was $3.505 billion, up 16%. The company reported GAAP operating loss of $19 million, or (3)% of total revenue, compared with a GAAP operating loss of $162 million in the prior-year quarter. GAAP net income was $29 million, compared with a GAAP net loss of $111 million a year earlier, and the press release describes this as GAAP profitability for the first time. Non-GAAP operating income was $148 million, or 23% of total revenue, and operating cash flow was $86 million, with free cash flow of $78 million, or 12% of total revenue. For the third quarter of fiscal 2025, Okta expects total revenue of $648 million to $650 million, representing 11% year-over-year growth, and non-GAAP operating income of $118 million to $120 million, a non-GAAP operating margin of 18%. For the full fiscal 2025 year, the company now expects total revenue of $2.555 billion to $2.565 billion, representing 13% year-over-year growth, non-GAAP operating income of $535 million to $545 million (a 21% margin), and non-GAAP free cash flow margin of approximately 23%. The outlook factors in a challenging macro environment and continued conservatism as the company monitors potential impacts related to the October 2023 security incident. The filing also states that Okta posted supplemental investor materials on its investor relations website and that it uses investor.okta.com and okta.com/blog as channels for Regulation FD disclosures. The company will hold a webcast on August 28, 2024 at 2:00 p.m. Pacific Time to discuss the results and outlook.

Aug 28, 2024 8-K

Okta 8-K Report, Executive Changes (Jun 24, 2024)

Okta, Inc. (Nasdaq: OKTA) filed this Form 8-K on June 24, 2024 to report several board and governance actions taken at its 2024 Annual Meeting of Stockholders and by its Board on June 20, 2024. The Board expanded its size to ten directors and appointed Anthony Bates, Chairman and CEO of Genesys Cloud Services, Inc., as a Class III director effective June 21, 2024. Mr. Bates will receive annual board compensation of $35,000 and an initial grant of 6,099 restricted stock units vesting annually over three years, and he has entered into the company's standard indemnification agreement. The Board also adopted an amended and restated set of bylaws. The changes address the SEC's universal proxy rules, revise advance notice deadlines (for the 2025 annual meeting, nominations and business must be received between February 20, 2025 and March 20, 2025), tighten special meeting nomination deadlines, add stockholder and nominee information requirements, and revise exclusive forum provisions, designating Delaware courts for most matters and federal district courts for Securities Act of 1933 claims. At the annual meeting, stockholders re-elected Emilie Choi, Todd McKinnon and Michael Stankey as Class I directors, with Choi receiving 187,532,317 votes for and 1,713,910 withheld, McKinnon 185,114,033 for and 4,132,194 withheld, and Stankey 156,173,872 for and 33,072,355 withheld. Stockholders also ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2025, with 209,480,482 votes for, and approved the named executive officer compensation on an advisory basis, with 176,077,001 votes for and 10,709,203 against.

Jun 24, 2024 8-K

Okta 8-K Report, Financial Results (May 29, 2024)

Okta, Inc. filed this Form 8-K on May 29, 2024 to furnish its press release announcing financial results for the first quarter of fiscal 2025, which ended April 30, 2024, along with supplemental investor materials posted on its investor relations website. Total revenue was $617 million, up 19% year-over-year, and subscription revenue was $603 million, up 20%. Current remaining performance obligations (cRPO) grew 15% year-over-year to $1.949 billion, and total RPO was $3.364 billion, up 14%. Profitability improved substantially. GAAP operating loss narrowed to $47 million (-8% of revenue) from $160 million (-31%) a year earlier, while non-GAAP operating income rose to $133 million (22% margin) from $37 million (7%). GAAP net loss was $40 million, or $0.24 per share, compared with $119 million, or $0.74 per share, in the prior-year quarter. Non-GAAP diluted net income per share was $0.65 versus $0.22. Operating cash flow was $219 million and free cash flow was $214 million, with free cash flow margin of 35%, compared with 24% a year earlier. Cash, cash equivalents and short-term investments totaled $2.320 billion at April 30, 2024. For fiscal 2025, Okta now expects total revenue of $2.530 billion to $2.540 billion, representing 12% year-over-year growth, and non-GAAP operating income of $490 million to $500 million. For the second quarter, it guides to revenue of $631 million to $633 million (13% to 14% growth). The outlook factors in a challenging macro environment and potential impacts related to the October 2023 security incident.

May 29, 2024 8-K

Earnings & ResultsOther Events

Okta 8-K Report, Financial Results (Feb 28, 2024)

Okta, Inc. filed this Form 8-K on February 28, 2024 to furnish its press release (Exhibit 99.1) announcing financial results for the fourth quarter and fiscal year ended January 31, 2024, along with supplemental investor materials posted to its investor relations website (Item 7.01). For Q4 fiscal 2024, total revenue was $605 million, up 19% year-over-year, and subscription revenue was $591 million, up 20%. Current remaining performance obligations (cRPO) were $1.952 billion, up 16%. GAAP operating loss narrowed to $83 million from $157 million a year earlier, while non-GAAP operating income rose to $129 million (21% of revenue) from $46 million. Operating cash flow was $174 million and free cash flow was $166 million, both described as records in the quarter. For full fiscal 2024, total revenue was $2.263 billion, up 22%, and subscription revenue was $2.205 billion, up 23%. GAAP net loss was $355 million, compared with $815 million in fiscal 2023, and non-GAAP net income was $286 million. Free cash flow for the year was $489 million. The company repurchased $150 million principal of its convertible senior notes due 2026 in the quarter, producing a $15 million gain on early extinguishment of debt. Cash, cash equivalents and short-term investments totaled $2.202 billion at January 31, 2024. For fiscal 2025, Okta expects total revenue of $2.495 billion to $2.505 billion, representing 10% to 11% growth, and non-GAAP operating income of $455 million to $465 million. The outlook cites a stable but challenging macro environment and potential impacts from the October 2023 security incident. Guidance for the first quarter of fiscal 2025 calls for total revenue of $603 million to $605 million, and the company also cites an organizational restructuring expected to cost approximately $24 million in cash in that quarter.

Feb 28, 2024 8-K

Okta 8-K Report, Financial Results (Feb 1, 2024)

Okta, Inc. filed this Form 8-K to report two items. Under Item 2.02, the company reaffirmed its financial guidance for the fourth quarter and fiscal year ending January 31, 2024, as previously provided in a press release issued November 29, 2023, furnished as Exhibit 99.1 to its November 29, 2023 Form 8-K. The company plans to release its fourth quarter fiscal 2024 results after market close on February 28, 2024. Under Item 8.01, Okta announced to employees on February 1, 2024 a restructuring plan intended to improve operating efficiencies and strengthen its commitment to profitable growth. The plan reduces the workforce by approximately 400 full-time employees, or approximately 7%. The company estimates approximately $24 million of restructuring charges in the fourth quarter of fiscal 2024, mostly for future cash employee severance and benefits costs, which will primarily be paid in the first quarter of fiscal 2025. It also expects an insignificant stock-based compensation adjustment in the first quarter of fiscal 2025, and intends to exclude the plan's charges from its non-GAAP financial measures. For investors, the key takeaways are the reaffirmed guidance, the restructuring charges that will affect fourth-quarter GAAP results, and the company's stated intent to exclude those charges from non-GAAP measures.

Feb 1, 2024 8-K

Earnings & ResultsLeadership ChangesRegulation FD+1

Okta 8-K Report, Financial Results (Nov 29, 2023)

Okta, Inc. filed this Form 8-K on November 29, 2023 to furnish its third-quarter fiscal 2024 results for the quarter ended October 31, 2023, along with an update on an October 2023 security incident. Total revenue was $584 million, up 21% year-over-year, and subscription revenue was $569 million, up 22%. Current remaining performance obligations (cRPO) reached $1.83 billion, up 16%. GAAP operating loss narrowed to $111 million from $207 million a year earlier, while non-GAAP operating income was a record $85 million, or 15% of total revenue. Net cash provided by operations was a record $156 million and free cash flow was a record $150 million. The company raised its full-year fiscal 2024 outlook in part: it now expects total revenue of $2.243 billion to $2.245 billion, non-GAAP operating income of $283 million to $285 million, and non-GAAP diluted EPS of $1.47 to $1.48. The filing also gives a preliminary fiscal 2025 outlook of total revenue of $2.460 billion to $2.470 billion, a 17% non-GAAP operating margin, and a non-GAAP free cash flow margin of at least 19%. Management stated that the outlook factors in the potential impact of the October 2023 security incident. Separately, the company's Security Blog post (Exhibit 99.2) states that a threat actor downloaded a report containing names and email addresses of all customer support system users, affecting all Workforce Identity Cloud and Customer Identity Solution customers except those in FedRAMP High and DoD IL4 environments. Okta says it has no direct evidence of active exploitation but warns of heightened phishing and social engineering risk, and recommends that all customers enable multi-factor authentication.

Nov 29, 2023 8-K

Okta 8-K Report, Financial Results (Aug 30, 2023)

Okta, Inc. filed this Form 8-K on August 30, 2023 to furnish its press release announcing financial results for the second quarter of fiscal 2024, ended July 31, 2023. Total revenue was $556 million, up 23% year-over-year, and subscription revenue was $542 million, up 24%. Current remaining performance obligations (cRPO) grew 18% to $1.77 billion, and total RPO was $3.03 billion, up 8%. GAAP operating loss narrowed to $162 million from $208 million a year earlier, while non-GAAP operating income was $59 million, compared with a non-GAAP operating loss of $15 million in the prior-year quarter. Operating cash flow was $53 million and free cash flow was $49 million. GAAP net loss was $111 million, or $0.68 per share, versus $210 million, or $1.34 per share, a year earlier. For the third quarter of fiscal 2024, the company expects total revenue of $558 million to $560 million, representing 16% year-over-year growth, and non-GAAP diluted net income per share of $0.29 to $0.30. For the full fiscal year 2024, Okta now expects total revenue of $2.207 billion to $2.215 billion, representing 19% growth, non-GAAP operating income of $215 million to $220 million, and non-GAAP diluted EPS of $1.17 to $1.20. The company also repurchased $142 million of 2025 convertible notes and $242 million of 2026 convertible notes during the quarter, recording a $42 million gain on early extinguishment of debt. Cash, cash equivalents and short-term investments totaled $2.11 billion at July 31, 2023. The filing also discloses that J. Frederic Kerrest, Executive Vice Chairman, Chief Operating Officer and Co-founder, will not return as an employee after his sabbatical, which ends October 31, 2023. He will continue as Vice Chairman of the board of directors, and he agreed to forfeit 76,549 out-of-the-money stock options in lieu of an initial director RSU grant.

Aug 30, 2023 8-K

Shareholder Matters

Okta 8-K Report, Shareholder Vote Results (Jun 23, 2023)

At its 2023 Annual Meeting of Stockholders, held June 22, 2023, Okta, Inc. stockholders voted on three proposals. Holders of 137,374,626 shares of Class A and Class B Common Stock, representing 202,826,640 votes, were present in person or by proxy, a majority of the voting power and a quorum under the Company's Bylaws. Class B shares carried ten votes each, and the two classes voted together as a single class. Stockholders elected Shellye Archambeau, Robert L. Dixon, Jr., and Benjamin Horowitz as Class III directors, each to serve until the 2026 annual meeting. Archambeau received 152,101,697 votes for and 28,316,343 withheld; Dixon received 151,799,031 for and 28,619,009 withheld; and Horowitz received 148,321,995 for and 32,096,045 withheld. Each nominee also had 22,408,600 broker non-votes. Stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2024, with 202,421,346 votes for, 322,505 against, and 82,789 abstaining. In a non-binding advisory vote, stockholders approved the compensation of the named executive officers, with 172,518,184 for, 7,776,119 against, 123,737 abstaining, and 22,408,600 broker non-votes.

Jun 23, 2023 8-K

Okta 8-K Report, Financial Results (May 31, 2023)

Okta, Inc. filed this Form 8-K on May 31, 2023 to furnish its press release announcing financial results for the fiscal first quarter ended April 30, 2023 (Exhibit 99.1), and to note supplemental investor materials posted on its investor relations website. Total revenue was $518 million, up 25% year-over-year, and subscription revenue was $503 million, up 26%. Current remaining performance obligations (cRPO) grew 20% to $1.70 billion, and total RPO was $2.94 billion, up 9%. Profitability improved substantially versus the prior-year quarter. GAAP operating loss narrowed to $160 million (31% negative operating margin) from $240 million, while non-GAAP operating income was $37 million (7% margin) compared with a non-GAAP operating loss of $41 million. GAAP net loss was $119 million ($0.74 per share), versus $243 million ($1.56 per share) a year earlier. Net cash provided by operations was $129 million and free cash flow was $124 million, both described as record operating cash flow. Cash, cash equivalents and short-term investments totaled $2.37 billion at April 30, 2023, after the company repurchased $366 million principal amount of convertible senior notes due 2025, producing a $31 million gain on early extinguishment of debt. For fiscal 2024, the company now expects total revenue of $2.175 billion to $2.185 billion (17% to 18% growth), non-GAAP operating income of $161 million to $170 million, non-GAAP diluted EPS of $0.88 to $0.93, and a non-GAAP free cash flow margin of approximately 12%. For the second quarter, it guides to revenue of $533 million to $535 million (18% growth) and non-GAAP diluted EPS of $0.21 to $0.22. Management noted that macroeconomic pressures are increasing.

May 31, 2023 8-K

Earnings & ResultsLeadership ChangesRegulation FD+1

Okta 8-K Report, Executive Changes (Apr 28, 2023)

Okta, Inc. filed this Form 8-K on April 28, 2023 to disclose under Item 5.02 that Patrick Grady informed the Company on April 25, 2023 that he will not stand for re-election to the Board of Directors at the Company's 2023 Annual Meeting of Stockholders. Mr. Grady will continue serving as a director until his current term expires at that meeting. The filing states that Mr. Grady's departure is not the result of any disagreement with the Company. The Board expressed appreciation for his service and his contributions to the Board. The filing contains no financial results, transaction details, or other operational information. Its only substantive disclosure is this board-composition change, which is a routine governance event for investors to note.

Apr 28, 2023 8-K

Okta 8-K Report, Financial Results (Mar 1, 2023)

Okta, Inc. filed this Form 8-K on March 1, 2023 to furnish its press release (Exhibit 99.1) reporting results for the fourth quarter and fiscal year ended January 31, 2023. Fourth-quarter total revenue was $510 million, up 33% year-over-year, and subscription revenue was $495 million, up 34%. Current remaining performance obligations (cRPO) grew 25% year-over-year to $1.68 billion, and total RPO was $3.01 billion. GAAP operating loss narrowed to $157 million from $214 million a year earlier, while non-GAAP operating income was $46 million, or 9% of total revenue, compared with a non-GAAP operating loss of $24 million in the prior-year quarter. Operating cash flow was $76 million and free cash flow was $72 million in the quarter. For full fiscal 2023, total revenue was $1.86 billion, up 43% year-over-year, and GAAP net loss was $815 million, or $5.16 per share. Non-GAAP net loss was $7 million, or $0.04 per share. Cash, cash equivalents and short-term investments totaled $2.58 billion at January 31, 2023. The company guided fiscal 2024 total revenue to $2.155 billion to $2.170 billion, representing 16% to 17% year-over-year growth, and non-GAAP operating income to $136 million to $145 million. For the first quarter of fiscal 2024, it expects revenue of $509 million to $511 million, representing 23% year-over-year growth. The filing also reports that General Counsel and Corporate Secretary Jonathan Runyan is retiring effective March 3, 2023, and will serve as an advisor through September 15, 2023. Larissa Schwartz, a Company veteran since 2015, will succeed him as Chief Legal Officer and Corporate Secretary on March 3, 2023.

Mar 1, 2023 8-K

Earnings & ResultsLeadership ChangesRegulation FD+1

Okta 8-K Report, Corporate Update (Feb 2, 2023)

On February 2, 2023, Okta, Inc. announced to its employees a restructuring plan intended to reduce operating expenses and improve profitability. The plan reduces the Company's workforce by approximately 300 full-time employees. In the employee email (Exhibit 99.1), CEO Todd McKinnon describes the reduction as roughly 5% of the global workforce and attributes it to overhiring for the demand level of the prior year, along with execution challenges in the first half of fiscal 2023. The Company estimates it will recognize approximately $15 million of restructuring charges in the fourth quarter of fiscal 2023, primarily for future cash employee severance and benefits costs, which are expected to be paid mainly in the first quarter of fiscal 2024. It also expects an insignificant adjustment to stock-based compensation expense in the first quarter of fiscal 2024 for equity awards held by terminated employees. Okta intends to exclude these plan-related charges from its non-GAAP financial measures. For affected US employees, the email lists a minimum of 13 weeks of pay in severance, healthcare benefits through June 30, eligibility for the FY23 annual bonus or sales incentive as applicable, RSU vesting through March 15, outplacement support, and additional immigration support for visa-dependent employees. Management says the actions aim to reduce spend, improve profitability and keep investing in innovation and growth.

Feb 2, 2023 8-K

Okta 8-K Report, Financial Results (Nov 30, 2022)

Okta, Inc. reported third-quarter fiscal 2023 results for the quarter ended October 31, 2022, per Exhibit 99.1, a press release dated November 30, 2022. Total revenue was $481 million, up 37% year-over-year, and subscription revenue was $466 million, up 38%. Remaining performance obligations (RPO) reached $2.85 billion, up 21%, and current RPO (cRPO) reached $1.58 billion, up 34%. GAAP operating loss was $207 million, compared with $199 million a year earlier, while non-GAAP operating income was $0.3 million. GAAP net loss was $209 million, or $1.32 per share, and non-GAAP net loss was $1 million. Operating cash flow was $10 million and free cash flow was $6 million for the quarter. Cash, cash equivalents and short-term investments totaled $2.47 billion at October 31, 2022. The company now expects full-year fiscal 2023 revenue of $1.836 billion to $1.838 billion, representing 41% year-over-year growth, and a non-GAAP operating loss of $41 million to $39 million. For the fourth quarter, it guides to revenue of $488 million to $490 million, representing 27% to 28% growth, and non-GAAP operating income of $15 million to $17 million. The filing also discloses that Susan St. Ledger, President, Worldwide Field Operations, will retire effective January 31, 2023. She will remain a non-executive employee in a transition role through the earlier of September 30, 2023 or an earlier date, with her salary and equity vesting continuing during that period. If a successor is not named by January 31, 2023, Todd McKinnon, the CEO, will act as interim leader of Worldwide Field Operations.

Nov 30, 2022 8-K

Earnings & ResultsLeadership ChangesRegulation FD+1

Okta 8-K Report, Financial Results (Aug 31, 2022)

Okta, Inc. reported financial results for its second quarter of fiscal 2023, ended July 31, 2022, in a press release furnished as Exhibit 99.1. Total revenue was $452 million, up 43% year-over-year, and subscription revenue was $435 million, up 44%. Remaining performance obligations (RPO) grew 25% year-over-year to $2.79 billion, and current RPO grew 36% to $1.50 billion. GAAP operating loss was $208 million, compared with $263 million a year earlier, and GAAP net loss was $210 million, or $1.34 per share. Non-GAAP operating loss was $15 million, or 3% of total revenue, and free cash flow was negative $24 million. Cash, cash equivalents and short-term investments totaled $2.48 billion at July 31, 2022. The company raised its full-year fiscal 2023 outlook, now expecting total revenue of $1.812 billion to $1.820 billion, representing growth of 39% to 40%, and non-GAAP operating loss of $110 million to $105 million. For the third quarter, it expects total revenue of $463 million to $465 million. CEO Todd McKinnon said management is focused on refining the go-to-market strategy for the combined Auth0 and Okta sales organization and on making strategic reductions to spending to improve profitability. The filing also discloses that co-founder J. Frederic Kerrest, Executive Vice Chairman and Chief Operating Officer, will take a sabbatical from November 1, 2022 through October 31, 2023. He will remain Executive Vice Chairman and a board member, will not receive base salary during the sabbatical, and will be eligible for 75% of his fiscal 2023 annual bonus based on service through October 31, 2022. His equity vesting will be tolled during the sabbatical.

Aug 31, 2022 8-K

Okta 8-K Report, Executive Changes (Aug 22, 2022)

Okta, Inc. filed this Form 8-K on August 22, 2022 to report that its Board of Directors, effective August 19, 2022, expanded the Board to ten members and appointed Emilie Choi as a Class I director. Ms. Choi will serve until the 2024 Annual Meeting of Stockholders or until a successor is duly elected and qualified. The filing states there is no arrangement or understanding between Ms. Choi and any other person under which she was appointed, and no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K. As a non-employee director, Ms. Choi will receive the Company's standard director compensation, which includes annual compensation of $30,000 for Board service and an initial grant of 3,638 restricted stock units vesting annually over three years, subject to continuous service. She will also sign the Company's standard form of indemnification agreement. The filing attaches a press release dated August 22, 2022 (Exhibit 99.1) announcing the appointment. The release identifies Ms. Choi as President and Chief Operating Officer of Coinbase Global, Inc., a role she has held since March 2018, and notes her prior service at LinkedIn Corporation from 2009 to 2018 as Vice President and Head of Corporate Development. The appointment is a governance change and does not include financial results or guidance.

Aug 22, 2022 8-K

Okta 8-K Report, Executive Changes (Jul 18, 2022)

Okta, Inc. (Nasdaq: OKTA) filed this Current Report on Form 8-K to disclose the appointment of Shibu Ninan as Chief Accounting Officer, effective August 15, 2022, in which role he will serve as the Company's principal accounting officer. The announcement was made on July 18, 2022, and was also issued as a press release attached as Exhibit 99.1. Ninan, 47, previously served as Vice President, Chief Accounting Officer at Veritas Technologies LLC from July 2015 to August 2022, and before that as Chief Accounting Officer at Saba Software, Inc. He also spent earlier years with KPMG US and Deloitte India and holds CPA, CA, and Bachelor of Commerce credentials. Christopher Kramer will cease serving as principal accounting officer upon Ninan's effective date and will move to the Company's Financial Planning & Analysis team. The press release quotes CFO Brett Tighe thanking Kramer, who served as Chief Accounting Officer for the past three years, and describing Ninan's experience leading global finance teams in North America, Asia, and Europe. The filing discloses Ninan's compensation: an annual base salary of $380,000, participation in the Amended and Restated Senior Executive Incentive Bonus Plan with an annual target of 45% of base salary, participation in the Executive Severance Plan, and restricted stock units on Class A common stock valued at $3.5 million that vest subject to continued employment. He will also enter the Company's standard indemnification agreement. The filing states there are no arrangements or family relationships tied to his appointment.

Jul 18, 2022 8-K

Shareholder Matters

Okta 8-K Report, Shareholder Vote Results (Jun 24, 2022)

Okta, Inc. held its 2022 Annual Meeting of Stockholders on June 21, 2022. Holders of 131,822,581 shares of Class A and Class B Common Stock were present in person or by proxy, representing a total of 194,271,619 votes. The filing states this was a majority of the voting power of all issued and outstanding Common Stock as of the April 25, 2022 record date and constituted a quorum. Class A shares carry one vote each and Class B shares carry ten votes each, and the two classes voted together as a single class. Stockholders took action on three proposals. They elected Jeff Epstein, J. Frederic Kerrest, and Rebecca Saeger as Class II directors to serve until the 2025 annual meeting. They ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2023, with 193,887,607 votes for, 336,908 against, and 47,104 abstaining. They also approved, on an advisory non-binding basis, the compensation of the named executive officers as disclosed in the 2022 Proxy Statement, with 95,033,499 votes for, 75,956,991 against, and 3,590,407 abstaining. The say-on-pay vote shows a notably higher number of votes against than the other proposals, though it still carried by the filing's reported counts. Director votes withheld were also substantial for each nominee, ranging from 18,885,619 for Kerrest to 54,477,385 for Epstein.

Jun 24, 2022 8-K

Okta 8-K Report, Financial Results (Jun 2, 2022)

Okta, Inc. furnished an 8-K on June 2, 2022 reporting results for its first quarter of fiscal 2023, the quarter ended April 30, 2022. Total revenue was $415 million, up 65% year-over-year, and subscription revenue was $398 million, up 66%. The company states that excluding $66 million attributable to Auth0, total revenue grew 39% on an Okta standalone basis. Remaining performance obligations (RPO) reached $2.71 billion, up 43%, and current RPO (cRPO) reached $1.41 billion, up 57%. Profitability and cash flow were weaker. GAAP operating loss was $240 million, or 58% of total revenue, versus $91 million, or 36%, a year earlier. Non-GAAP operating loss was $41 million, or 10% of revenue. GAAP net loss was $243 million ($1.56 per share), and non-GAAP net loss was $43 million ($0.27 per share). Net cash provided by operations was $19 million and free cash flow was $11 million, down from $56 million and $53 million in the prior-year quarter. Calculated billings rose 7% to $389 million, and the company said it rose 52% on a like-for-like basis that includes the full effect of billings process improvements made in the first quarter of fiscal 2022. Cash, cash equivalents and short-term investments totaled $2.49 billion at April 30, 2022. For fiscal 2023, the company now expects total revenue of $1.805 billion to $1.815 billion, representing 39% to 40% year-over-year growth, and non-GAAP operating loss of $167 million to $162 million. For the second quarter, it expects total revenue of $428 million to $430 million and a non-GAAP operating loss of $44 million to $43 million. The filing notes that results and outlook are forward-looking and subject to risks, including the integration of Auth0 and the company's convertible senior notes.

Jun 2, 2022 8-K

Okta 8-K Report, Executive Changes (Apr 29, 2022)

Okta, Inc. filed this Form 8-K on April 29, 2022 to disclose a board change under Item 5.02. On April 27, 2022, director Michelle Wilson informed the Company that she will not stand for re-election to the Board of Directors at the 2022 Annual Meeting of Stockholders, citing a desire to focus more time on her family. She will continue to serve as a director until the expiration of her current term at that meeting. The filing states that Ms. Wilson's departure is not the result of any disagreement with the Company. The Board expressed appreciation for her service and her contributions to the Board. The filing contains no financial results, guidance, or other financial metrics. Its only exhibit is the Cover Page Interactive Data File (Exhibit 104), which contains the cover page XBRL tags embedded within the Inline XBRL document.

Apr 29, 2022 8-K/A

Okta 8-K/A Report, Corporate Update (Apr 19, 2022)

Okta, Inc. filed this Form 8-K under Item 8.01 (Other Events) to amend its March 25, 2022 Current Report regarding the January 2022 compromise of a third-party vendor. The Company has concluded its investigation and states that the impact of the incident was significantly less than the maximum potential impact it initially shared in the Prior 8-K. The Company continues to not consider the incident to be material. According to the final forensic report from the cybersecurity firm the Company engaged, a threat actor actively controlled a single workstation used by a third-party vendor's support engineer, with access to Company resources, for 25 consecutive minutes on January 21, 2022. During that window, the threat actor accessed two active customer tenants within the SuperUser application and viewed limited additional information in certain other applications such as Slack and Jira, which cannot be used to perform actions in Company customer tenants. The filing states that the threat actor was unable to perform any configuration changes, multi-factor authentication or password resets, or customer support "impersonation" events, and was unable to authenticate directly to any Company accounts. The filing includes only the Cover Page Interactive Data File (Exhibit 104) as an exhibit.

Apr 19, 2022 8-K

Okta 8-K Report, Corporate Update (Mar 25, 2022)

Okta, Inc. filed this Current Report on Form 8-K under Item 8.01 (Other Events) to disclose a security incident involving a third-party vendor that provides customer support services to the Company. On March 21, 2022, a cybercrime group published online screenshots taken from a computer used by a customer support engineer at the vendor. The Company determined the screenshots related to an incident the vendor experienced in January 2022. The vendor's forensic firm found that the cybercrime group had access to the vendor environment during a five-day window from January 16-21, 2022, which the Company also validated with its own analysis. The vendor has advised the Company that the incident is not ongoing and has been remediated. The Company states that the maximum potential impact is 366 customers, described as approximately 2.5% of customers, whose Okta tenant was accessed by the vendor during that window. The potential impact is limited to the access that vendor support engineers have in connection with their role. Per the filing, support engineers cannot create or delete users, download customer databases, or access source code repositories, and while they can facilitate password and multi-factor authentication factor resets, they cannot obtain those passwords. The Company states its service is fully operational and that it does not consider the incident to be material. The Company continues to investigate and is communicating with affected customers. It published blog posts on March 22 and March 23, 2022 with incident details and said it will post further updates as warranted. The filing's only listed exhibit is the Cover Page Interactive Data File (Exhibit 104).

Mar 25, 2022 8-K

Okta 8-K Report, Financial Results (Mar 2, 2022)

Okta, Inc. reported financial results for its fourth quarter and fiscal year ended January 31, 2022, in a press release furnished as Exhibit 99.1. Total revenue for the fourth quarter was $383 million, up 63% year-over-year, and subscription revenue was $369 million, up 64%. Excluding $56 million attributable to Auth0, the company's total revenue grew 39% on an Okta standalone basis. For fiscal 2022, total revenue was $1.30 billion, up 56%, with subscription revenue of $1.25 billion, up 57%. GAAP net loss for the full year was $848 million, or $5.73 per share, including $385 million attributable to Auth0, while non-GAAP net loss was $68 million, or $0.46 per share. Remaining performance obligations grew 50% year-over-year to $2.69 billion, and current RPO grew 60% to $1.35 billion. Calculated billings for the year were $1.72 billion, up 76%, though the company notes that billings process improvements enacted at the end of the first quarter of fiscal 2022 contributed to this growth; excluding those changes, calculated billings would have been $1.57 billion, up 60%. Fourth-quarter free cash flow was $5 million, and cash, cash equivalents and short-term investments totaled $2.50 billion at January 31, 2022. For fiscal 2023, Okta now expects total revenue of $1.78 billion to $1.79 billion, representing growth of 37% to 38%, and non-GAAP net loss per share of $1.27 to $1.24. The outlook includes the expected contribution from the Auth0 acquisition, net of purchase accounting adjustments. The company also stated that it posted supplemental investor materials on its investor relations website and hosted a webcast at 2:00 p.m. Pacific Time on March 2, 2022.

Mar 2, 2022 8-K

Okta 8-K Report, Executive Changes (Jan 28, 2022)

Okta, Inc. filed this Form 8-K on January 28, 2022 to report the appointment of Brett Tighe as its permanent Chief Financial Officer, effective that same day. Tighe had served as interim CFO since June 1, 2021, and previously held the role of Senior Vice President of Finance and Treasurer at Okta. The filing states that the Compensation Committee will grant him equity awards covering Class A common stock valued at $18 million in the upcoming executive officer merit cycle, vesting subject to continued employment, and that he received no additional compensation for the appointment. According to the accompanying press release (Exhibit 99.1), Tighe will lead the global finance organization, covering accounting, financial planning and analysis, internal audit, investor relations, tax, and treasury. In the release, Tighe reiterated the company's strategic and established financial goals of reaching $4 billion in revenue and a 20% free cash flow margin in fiscal 2026. CEO Todd McKinnon praised Tighe's contributions to driving the company toward its financial and operational goals. For investors, the filing is primarily a leadership continuity event: the interim arrangement is made permanent with no change in the company's stated financial targets. The principal item to monitor is the $18 million equity grant, which will be awarded as part of the forthcoming merit cycle.

Jan 28, 2022 8-K

Okta 8-K Report, Financial Results (Dec 1, 2021)

Okta, Inc. filed this Form 8-K on December 1, 2021 to furnish its press release announcing financial results for the fiscal third quarter ended October 31, 2021, along with supplemental investor materials posted on its investor relations website. Total revenue was $351 million, up 61% year-over-year, and subscription revenue was $337 million, up 63%. Excluding $46 million attributable to Auth0, total revenue grew 40% on an Okta standalone basis. Remaining performance obligations (RPO) grew 49% year-over-year to $2.35 billion, and current RPO was $1.18 billion, up 57%. Profitability remained negative. GAAP operating loss was $199 million, or 57% of total revenue, versus $52 million (24%) a year earlier, and GAAP net loss was $221 million, or $1.44 per share. Non-GAAP operating loss was $10 million, or (3)% of revenue, and non-GAAP net loss was $11 million, or $0.07 per share. Free cash flow was $33 million, or 10% of revenue, compared with $42 million (19%) in the prior-year quarter. Cash, cash equivalents and short-term investments totaled $2.48 billion at October 31, 2021. Management raised its fiscal 2022 outlook, now guiding to total revenue of $1.275 billion to $1.277 billion (53% year-over-year growth), a non-GAAP operating loss of $84 million to $85 million, and a non-GAAP net loss per share of $0.52 to $0.53. The outlook includes the expected contribution from the Auth0 acquisition, net of purchase accounting adjustments. The company also noted it was named a Leader in the 2021 Gartner Magic Quadrant for Access Management, with both Okta and Okta (Auth0) placed in the Leaders quadrant.

Dec 1, 2021 8-K

Okta 8-K Report, Financial Results (Sep 1, 2021)

Okta, Inc. filed this Form 8-K on September 1, 2021 to furnish its press release reporting results for the fiscal second quarter ended July 31, 2021 (Exhibit 99.1), and to note supplemental investor materials posted on its investor relations website. Total revenue was $316 million, up 57% year-over-year, with subscription revenue of $303 million, up 59%. Excluding $38 million attributable to Auth0, total revenue grew 39%. Remaining performance obligations grew 57% to $2.24 billion, and current RPO was $1.10 billion, up 60%. Profitability weakened sharply compared with the prior-year quarter, largely due to the Auth0 acquisition, which closed May 3, 2021. GAAP operating loss was $263 million, or 83% of total revenue, versus $45 million (23%) a year earlier. GAAP net loss was $277 million, or $1.83 per share, including $150 million, or $0.99 per share, attributable to Auth0. Non-GAAP operating loss was $25 million, versus non-GAAP operating income of $6 million a year earlier. Net cash used in operations was $3 million, and free cash flow was negative $4 million. Cash, cash equivalents and short-term investments totaled $2.47 billion at July 31, 2021. For fiscal 2022, Okta raised its outlook for revenue to $1.243 billion to $1.250 billion, representing 49% to 50% growth, and expects a non-GAAP operating loss of $119 million to $114 million. For the third quarter, it guides to total revenue of $325 million to $327 million, representing 50% growth, and a non-GAAP operating loss of $35 million to $34 million.

Sep 1, 2021 8-K

Shareholder Matters

Okta 8-K Report, Shareholder Vote Results (Jun 21, 2021)

Okta, Inc. held its 2021 Annual Meeting of Stockholders on June 17, 2021, and stockholders voted on three proposals described in the company's definitive proxy statement filed May 6, 2021. Holders of Class A common stock had one vote per share and holders of Class B common stock had ten votes per share, with both classes voting as a single class. Holders of 114,568,150 shares, representing 181,945,185 votes, attended in person or by proxy, which constituted a majority of the voting power and a quorum under the Bylaws. Stockholders elected Todd McKinnon and Michael Stankey as Class I directors to serve until the 2024 annual meeting. McKinnon received 147,816,335 votes for and 14,826,376 withheld, and Stankey received 145,335,863 votes for and 17,306,848 withheld. Stockholders also ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2022, with 181,496,090 votes for, 274,791 against, and 174,304 abstaining. In an advisory, non-binding vote, stockholders approved the compensation of the named executive officers as disclosed in the 2021 Proxy Statement, with 153,629,773 votes for, 8,803,557 against, and 209,381 abstaining. The filing reports only the outcome of these votes and does not describe any other corporate actions.

Jun 21, 2021 8-K

Okta 8-K Report, Executive Changes (May 26, 2021)

Okta, Inc. (NASDAQ: OKTA) reported two leadership and board changes in this Form 8-K. Effective May 25, 2021, the Board expanded to ten members and appointed Jeff Epstein as a Class II director. He was also named to the Audit Committee and succeeded Shellye Archambeau as Audit Committee Chairperson, while Ms. Archambeau remains a committee member. Mr. Epstein will receive $30,000 in annual director compensation, an additional $20,000 annually as Audit Committee Chairperson, and an initial grant of 1,434 restricted stock units vesting annually over three years. Separately, Chief Financial Officer Michael Kourey steps down effective June 1, 2021, after more than five years with the company. He will remain an employee through June 4, 2021, then serve as an advisor. Under his transition agreement, he will receive a cash payment of $495,000, equal to nine months of base salary and target bonus, plus an amount covering nine months of healthcare premiums, grossed up for taxes. Certain equity awards will vest on an accelerated basis, including 5,826 restricted stock units and options on 13,050 Class A shares on June 15, 2021. Brett Tighe, Senior Vice President of Finance and Treasurer, will serve as interim Chief Financial Officer effective June 1, 2021. His compensation includes a $400,000 annual base salary, a 65% target bonus under the Senior Executive Incentive Bonus Plan, and an RSU award valued at $4 million that vests quarterly over one year. The filing also attaches a press release announcing Mr. Epstein's appointment.

May 26, 2021 8-K

Okta 8-K Report, Financial Results (May 26, 2021)

Okta, Inc. (OKTA) filed this Form 8-K on May 26, 2021 to furnish a press release announcing financial results for its first quarter of fiscal 2022, which ended April 30, 2021. Total revenue was $251 million, up 37% year-over-year, and subscription revenue was $240 million, up 38%. Remaining performance obligations grew 52% year-over-year to $1.89 billion, and current RPO was $899 million, up 45%. Calculated billings were $364 million, up 74%, though the filing notes that billings process improvements enacted at the end of the quarter affected this figure; excluding those changes, calculated billings would have been $293 million, up 40%. Profitability remained negative on a GAAP basis, with an operating loss of $91 million (36% of revenue) and a net loss of $109 million, or $0.83 per share. On a non-GAAP basis, the operating loss was $16 million (6% of revenue) and the net loss was $13 million, or $0.10 per share. Operating cash flow was $56 million and free cash flow was $53 million, both described as records for the quarter. Cash, cash equivalents and short-term investments totaled $2.69 billion at April 30, 2021. Okta raised its outlook to include the Auth0 acquisition, which closed on May 3, 2021. For fiscal 2022 it now expects total revenue of $1.215 billion to $1.225 billion (45% to 47% growth) and a non-GAAP operating loss of $172 million to $167 million. The filing also discloses that CFO Mike Kourey steps down effective June 1, 2021, and Brett Tighe, Senior Vice President of Finance and Treasurer, becomes interim CFO while a permanent replacement is sought.

May 26, 2021 8-K