OKTA · Okta

121 filings

OKTA SEC Filings

Okta - 121 total filings

Filing record · 2017–202610-K910-Q298-K83

Showing 1–50 of 121 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 10-Q

Okta Quarterly Report for Q2 Ended Jul 31, 2026

Okta, Inc. reported second-quarter fiscal 2027 results (three months ended July 31, 2026) with total revenue of $805 million, up from $728 million a year earlier, an increase the filing states as 11%. Subscription revenue was $793 million, and net income was $116 million compared with $67 million. Operating income rose to $107 million from $41 million. For the six months, total revenue was $1.57 billion and net income was $190 million. Subscription revenue made up 98% of total revenue for the six months. Gross margin improved to 80% for the quarter from 77% a year earlier, and remaining performance obligations reached $4.86 billion, with $2.59 billion expected to be recognized over the next 12 months. Cash, cash equivalents and short-term investments totaled $2.30 billion as of July 31, 2026. During the six months the company used $366 million to repurchase Class A common stock under its $1 billion authorization, leaving $555 million available. It also settled the remaining $350 million principal of its 2026 convertible notes in cash at maturity on June 15, 2026. Operating cash flow was $511 million for the six months, compared with $408 million a year earlier. The filing also discloses a subsequent event: on August 26, 2026, Okta completed its acquisition of Permiso Security Inc., a cloud-native identity security platform. The company continues to maintain a full valuation allowance on its U.S. deferred tax assets, and management said it may release a significant portion of that allowance in the future, which would reduce income tax expense in the period of release.

Aug 27, 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

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 10-Q

Okta Quarterly Report for Q1 Ended Apr 30, 2026

Okta, Inc. reported total revenue of $765 million for the three months ended April 30, 2026, up from $688 million in the prior-year period, with subscription revenue at $750 million (98% of total revenue). Gross profit was $595 million versus $533 million, and operating income was $56 million compared with $39 million. Net income rose to $74 million, or $0.42 per diluted share, from $62 million, or $0.35 per diluted share, in the prior-year quarter. Income tax provision was only $4 million on pretax income of $78 million, an effective tax rate of 4.6%, reflecting a full valuation allowance on U.S. deferred tax assets and the favorable impact of the One Big Beautiful Bill Act. The filing states the company may release a significant portion of that valuation allowance in the foreseeable future, though timing and amount remain uncertain. Key business metrics improved: customers with annual contract value above $100,000 rose to 5,180 from 4,870, dollar-based net retention rate was 107% versus 106%, and remaining performance obligations reached $4,719 million versus $4,084 million a year earlier. Cash, cash equivalents and short-term investments totaled $2,589 million at April 30, 2026. Operating cash flow was $277 million, compared with $241 million, while financing outflows of $293 million included $248 million of higher common stock repurchases. The company repurchased 3,026,820 Class A shares for $241 million under its $1 billion Share Repurchase Program, leaving $680 million available. The company's 2026 convertible senior notes, with $350 million principal outstanding, mature June 15, 2026 and are classified as current liabilities. Management stated it has elected to settle the principal in cash and expects lower interest income in fiscal 2027 as cash is deployed for repurchases and note settlement. Total deferred revenue was $1,752 million, and the filing reports no material legal matters as of April 30, 2026.

May 29, 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 10-K

Okta Annual Report, Year Ended Jan 31, 2026

Okta, Inc. (Class A common stock listed on Nasdaq under "OKTA") reported fiscal 2026 (year ended January 31, 2026) revenue of $2,919 million, up from $2,610 million in fiscal 2025 and $2,263 million in fiscal 2024, with the filing stating revenue growth of 12% in fiscal 2026. Subscription revenue was 98% of total revenue. The company returned to profitability, reporting net income of $235 million versus $28 million in fiscal 2025 and a net loss of $355 million in fiscal 2024. Operating income was $149 million, compared with an operating loss of $74 million in fiscal 2025. Gross margin was 77%, up from 76%, and the filing attributes the improvement to spend efficiency. Dollar-based net retention declined to 106% from 107%, which management attributes primarily to the macroeconomic environment. Customers with ACV above $100,000 rose to 5,100 from 4,800. The balance sheet shows cash, cash equivalents and short-term investments of $2,553 million. The 2026 convertible senior notes, with $350 million principal outstanding, mature June 15, 2026, and the company currently intends to settle principal in cash. In January 2026 the board authorized a share repurchase program of up to $1 billion; $79 million had been used by year-end, leaving $921 million available. Operating cash flow was $884 million, and the filing notes a full valuation allowance remains on U.S. deferred tax assets, which the company may release in the foreseeable future. The filing highlights strategic positioning around identity for AI agents and non-human identities, including Okta for AI Agents and Auth0 for AI Agents, both described as currently in early access. Risk factors emphasize competition from Microsoft, the cybersecurity incidents of January 2022 and October 2023, and a dual-class structure in which insiders held 32% of voting power as of January 31, 2026.

Mar 5, 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 10-Q

Okta Quarterly Report for Q3 Ended Oct 31, 2025

Okta, Inc. reported third-quarter fiscal 2026 results for the three and nine months ended October 31, 2025. Total revenue was $742 million for the quarter, up from $665 million, and $2,158 million for the nine months, up from $1,928 million. Subscription revenue made up approximately 98% of total revenue. Operating income was $23 million for the quarter, compared with an operating loss of $16 million a year earlier, and net income was $43 million, or $0.24 per diluted share. For the nine months, net income was $172 million, compared with $5 million in the prior-year period. Gross margin was 77% for both the quarter and the nine months, and subscription gross margin improved to 80% from 78%. The balance sheet and cash flow profile remained strong. As of October 31, 2025, cash, cash equivalents and short-term investments totaled $2,463 million. Net cash provided by operating activities was $626 million for the nine months, up $162 million from the prior year. The company settled the remaining $510 million principal of its 2025 convertible senior notes in cash at their September 1, 2025 maturity. The $350 million of 2026 Notes, due June 15, 2026, are now classified as current liabilities. Deferred revenue was $1,586 million, and remaining performance obligations were $4,292 million, of which approximately $2,328 million (54%) is expected to be recognized over the next 12 months. Investors should note that the dollar-based net retention rate declined to 106% from 108% a year earlier, which the company attributed primarily to the macroeconomic environment. Customers with annual contract value above $100,000 rose to 5,030 from 4,705. The company also completed the acquisition of Axiom Security Ltd for $54 million in cash in September 2025. The filing discloses that a full valuation allowance remains on U.S. deferred tax assets, and that the company may release a significant portion of it in the future, which would reduce income tax expense.

Dec 3, 2025 8-K

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 10-Q

Okta Quarterly Report for Q2 Ended Jul 31, 2025

Okta, Inc. reported total revenue of $728 million for the three months ended July 31, 2025, up from $646 million a year earlier, and $1,416 million for the six months, up from $1,263 million. Subscription revenue was $711 million in the quarter versus $632 million. Operating income was $41 million for the quarter, compared with an operating loss of $19 million in the prior-year quarter. Net income was $67 million for the quarter ($0.37 diluted per share) and $129 million for the six months, compared with a net loss of $11 million in the prior-year six-month period. Gross margin was 77% for both the quarter and six months, and the company attributed the subscription gross margin improvement to 80% to improved spend efficiency. The company's cash and cash equivalents and short-term investments totaled $2,858 million at July 31, 2025, and net cash provided by operating activities was $408 million for the six months, versus $305 million a year earlier. Total stockholders' equity rose to $6,754 million. Okta's convertible senior notes are now current liabilities: $510 million of 2025 Notes mature September 1, 2025, and $350 million of 2026 Notes mature June 15, 2026. Management stated it has elected to settle the 2025 Notes principal in cash. Key business metrics showed customers with annual contract value above $100,000 rising to 4,945 from 4,620, while dollar-based net retention fell to 106% from 110%, which management attributed primarily to the macroeconomic environment. Subsequent to the quarter, on August 25, 2025, Okta agreed to acquire Axiom Security Ltd, a privileged access management provider, to be financed with cash on hand, with closing expected in the third quarter of fiscal 2026 and no material expected impact on fiscal 2026 financial results. The One Big Beautiful Bill Act, enacted July 4, 2025, produced a cumulative $5 million decrease in income tax expense in the quarter, and the company continues to maintain a full valuation allowance on its U.S. deferred tax assets. Remaining performance obligations totaled $4,152 million, of which $2,265 million is expected to be recognized over the next 12 months.

Aug 27, 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

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 10-Q

Okta Quarterly Report for Q1 Ended Apr 30, 2025

Okta, Inc. reported its quarterly results for the three months ended April 30, 2025 in this Form 10-Q. Total revenue rose to $688 million from $617 million, with subscription revenue at $673 million (up from $603 million). The filing states that total revenue grew 12% year over year, and subscription revenue made up approximately 98% of total revenue. Gross profit was $533 million versus $469 million, and operating income was $39 million compared with an operating loss of $47 million a year earlier. Net income was $62 million, or $0.35 per diluted share, compared with a net loss of $40 million in the prior-year period. Cash flow and liquidity were solid. Net cash provided by operating activities was $241 million, up from $219 million. As of April 30, 2025, cash, cash equivalents and short-term investments totaled $2,725 million, and the company stated that these sources are sufficient for its short- and long-term working capital and capital expenditure needs. Remaining performance obligations (RPO) reached $4,084 million, of which approximately $2,227 million, or 55%, is expected to be recognized over the next 12 months. Dollar-based net retention fell to 106% from 111%, which the company attributed primarily to the macroeconomic environment. The balance sheet includes $510 million of 2025 convertible notes, classified as current because they mature on September 1, 2025, and the company stated it currently intends to settle that principal in cash. The filing also discloses a $60 million securities class action settlement covered by D&O insurance and the Company's retention, along with pending derivative action settlement terms, and a 2025 restructuring plan that reduced the workforce by approximately 180 full-time employees.

May 28, 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 10-K

Okta Annual Report, Year Ended Jan 31, 2025

Okta, Inc. is the leading independent identity partner, offering the Okta Platform for workforce identity and the Auth0 Platform for customer identity. As of January 31, 2025, it had more than 19,650 customers, including more than 4,800 with annual contract value above $100,000, and over 7,000 integrations. Subscriptions made up approximately 98% of total revenue in fiscal 2025. Total revenue was $2,610 million, up from $2,263 million in fiscal 2024, and the company reported net income of $28 million, compared with net losses of $355 million in fiscal 2024 and $815 million in fiscal 2023. Gross margin improved to 76% from 74%, and operating loss narrowed to $74 million from $516 million. Key balance sheet and cash items include cash, cash equivalents and short-term investments of $2,523 million, deferred revenue of $1,718 million, and convertible senior notes with $510 million principal due September 2025 and $350 million due June 2026. Operating cash flow was $750 million in fiscal 2025, up from $512 million. The Dollar-Based Net Retention Rate declined to 107% from 111%, which the filing attributes primarily to the macroeconomic environment. Remaining performance obligations rose to $4,215 million from $3,385 million. The filing also highlights risks including a dual-class structure in which directors, executive officers and affiliates held 35.3% of voting power, the ongoing competitive threat from Microsoft as principal competitor, cybersecurity incidents in January 2022 and October 2023, and the settlement of the securities class action for $60 million covered by insurance and retention. Several derivative lawsuits were subject to a non-monetary settlement agreed in principle in January 2025.

Mar 5, 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

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 10-Q

Okta Quarterly Report for Q3 Ended Oct 31, 2024

Okta, Inc. filed its Form 10-Q for the quarter ended October 31, 2024, reporting third-quarter fiscal 2025 total revenue of $665 million, up from $584 million a year earlier, with subscription revenue of $651 million. Gross profit rose to $508 million from $439 million, and operating loss narrowed to $16 million from $111 million. The company reported net income of $16 million for the quarter, compared with a net loss of $81 million in the prior-year quarter. For the nine months, total revenue was $1,928 million versus $1,658 million, and net income was $5 million versus a net loss of $311 million. Operating expenses declined, with sales and marketing down to $256 million from $270 million, research and development to $158 million from $165 million, and stock-based compensation falling to $135 million from $172 million for the quarter. Operating cash flow for the nine months was $464 million, up from $338 million. Dollar-based net retention was 108% as of October 31, 2024, down from 115% a year earlier, which the filing attributes primarily to the macroeconomic environment. Customers grew to 19,450 from 18,800, and customers with ACV above $100,000 rose to 4,705 from 4,365. Balance sheet liquidity remained substantial, with cash, cash equivalents and short-term investments totaling $2,248 million. The company's $510 million of 2025 convertible notes is classified as current due to a September 1, 2025 maturity, and $350 million of 2026 notes remain outstanding. The filing also discloses a $60 million settlement of the securities class action, covered through D&O insurance and the company's retention, with final court approval granted on November 19, 2024, and continuing derivative lawsuits whose outcome cannot be estimated.

Dec 4, 2024 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 10-Q

Okta Quarterly Report for Q2 Ended Jul 31, 2024

Okta, Inc. reported its 10-Q for the quarter ended July 31, 2024. Total revenue for the three months ended July 31, 2024 was $646 million, up from $556 million, and subscription revenue was $632 million, up from $542 million. Gross profit was $491 million versus $407 million a year earlier, and the operating loss narrowed to $19 million from $162 million. The company reported net income of $29 million for the quarter, compared with a net loss of $111 million in the prior-year period. For the six months ended July 31, 2024, net loss was $11 million, versus $230 million a year earlier, and operating cash flow was $305 million versus $182 million. Subscription revenue made up about 98% of total revenue for the six-month period. Dollar-based net retention was 110% as of July 31, 2024, down from 115% a year earlier, which the filing attributes primarily to the macroeconomic environment and slower expansion from existing customers. The balance sheet showed cash, cash equivalents and short-term investments of $2,358 million, against convertible senior notes with principal of $552 million (2025 Notes) and $565 million (2026 Notes). Customers grew to 19,300 from 18,400, and customers with annual contract value above $100,000 rose to 4,620 from 4,205. Remaining performance obligations were $3,505 million, of which $1,995 million is expected to be recognized over the next 12 months. The filing also discloses a stipulated settlement of the securities class action for $60 million, covered by D&O insurance and the company's $10 million retention on the primary policy, subject to court approval with a final hearing set for November 8, 2024. Derivative lawsuits remain pending and the company cannot estimate their potential losses. The filing also discloses a cybersecurity incident in October 2023 in which a threat actor stole information from a third-party customer support system.

Aug 29, 2024 8-K

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 10-Q

Okta Quarterly Report for Q1 Ended Apr 30, 2024

Okta, Inc. reported its first quarter of fiscal 2025 (three months ended April 30, 2024). Total revenue was $617 million, up from $518 million, with subscription revenue at $603 million versus $503 million. Operating loss narrowed to $47 million from $160 million, and net loss narrowed to $40 million from $119 million. Net cash provided by operating activities was $219 million, compared with $129 million a year earlier. Dollar-based net retention was 111% as of April 30, 2024, down from 117% a year earlier, which the filing attributes primarily to the macroeconomic environment. Customers grew to 19,100 from 18,050, and customers with ACV above $100,000 rose to 4,550 from 4,080. The balance sheet shows cash, cash equivalents and short-term investments totaling $2,320 million, against convertible senior notes with principal of $552 million (2025 Notes) and $608 million (2026 Notes). Remaining performance obligations were $3,364 million, of which approximately $1,949 million is expected to be recognized over the next 12 months. Stock-based compensation was $151 million for the quarter. The filing also discloses a securities class action (In re Okta, Inc. Securities Litigation) that the parties agreed in principle to settle, with the Company agreeing to pay or cause insurers to pay a total of $60 million, recorded as a liability. Two related derivative lawsuits remain pending, and the Company states it cannot predict their outcome or estimate potential losses.

May 30, 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 10-K

Okta Annual Report, Year Ended Jan 31, 2024

Okta, Inc. reported fiscal 2024 (year ended January 31, 2024) total revenue of $2,263 million, up from $1,858 million in fiscal 2023, with subscription revenue making up approximately 97% of total revenue. The company narrowed its net loss to $355 million from $815 million in fiscal 2023, and operating loss improved to $516 million from $812 million. Gross margin rose to 74% from 71%, and the company generated $512 million in net cash from operating activities versus $86 million the prior year. The Dollar-Based Net Retention Rate declined to 111% from 120%, which management attributes primarily to the macroeconomic environment, while the customer count grew to more than 18,950 and customers with ACV above $100,000 rose to 4,485. The balance sheet shows cash, cash equivalents and short-term investments of $2,202 million against convertible senior notes outstanding of $552 million (2025 Notes) and $608 million (2026 Notes) in principal. During fiscal 2024 the company repurchased $508 million of 2025 Notes and $542 million of 2026 Notes, producing a $106 million gain on early extinguishment of debt. Remaining performance obligations were $3,385 million, with $1,952 million expected to be recognized over the next 12 months. The filing also highlights ongoing risks: a securities class action and several derivative lawsuits tied to cybersecurity controls, the January 2022 third-party compromise, and an October 2023 incident in which a threat actor accessed the customer support system. Restructuring plans in fiscal 2024 and 2025 target reductions of approximately 300 and 400 full-time employees, respectively. Founders and directors hold 40.4% of voting power through the dual-class structure.

Mar 1, 2024 8-K

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 10-Q

Okta Quarterly Report for Q3 Ended Oct 31, 2023

Okta, Inc. filed this Form 10-Q for the quarter ended October 31, 2023. For the three months ended October 31, 2023, total revenue was $584 million, up from $481 million, with subscription revenue at $569 million. Operating loss narrowed to $111 million from $207 million, and net loss was $81 million versus $209 million a year earlier. For the nine months, total revenue was $1,658 million versus $1,348 million, gross profit was $1,222 million versus $941 million, and net loss was $311 million versus $662 million. Net cash provided by operating activities was $338 million for the nine months, compared with $10 million in the prior-year period. Balance sheet activity was driven by convertible note repurchases. During the nine months, the company repurchased $508 million principal of its 2025 Notes for $462 million in cash and $392 million principal of its 2026 Notes for $341 million in cash, producing a $91 million gain on early extinguishment of debt. Convertible senior notes, net, noncurrent fell to $1,302 million from $2,193 million. Cash, cash equivalents and short-term investments totaled $2,130 million at October 31, 2023. Management stated it believes these resources, together with operating cash flows, will be sufficient for projected needs. The filing also discloses an October 2023 cybersecurity incident in which a threat actor gained unauthorized access to and stole information from the company's third-party customer support system. Management said it expects the incident to adversely affect future financial performance, though it cannot predict the extent. Securities class action and derivative lawsuits relating to cybersecurity controls and the Auth0 integration remain pending. Dollar-based net retention rate was 115% as of October 31, 2023, down from 122%.

Dec 1, 2023 8-K

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 10-Q

Okta Quarterly Report for Q2 Ended Jul 31, 2023

Okta, Inc. reported its Form 10-Q for the quarter ended July 31, 2023. Total revenue for the three months ended July 31, 2023 was $556 million, up from $452 million, with subscription revenue at $542 million. Net loss narrowed to $111 million from $210 million in the prior-year quarter, and operating loss improved to $162 million from $208 million. For the six months, net loss was $230 million versus $453 million a year earlier. Gross margin for the quarter was 73% versus 70%, and subscription gross margin improved to 77% from 73%. Restructuring and other charges of $17 million in the quarter were primarily non-cash lease impairment charges tied to a real estate optimization plan. The balance sheet and capital structure changed notably. Okta repurchased $142 million of 2025 Notes and $242 million of 2026 Notes during the quarter, paying $130 million and $209 million in cash, which produced a $42 million gain on early extinguishment of debt. For the six months, total repurchases included $508 million of 2025 Notes and $242 million of 2026 Notes, with a $73 million gain. Convertible senior notes, net, noncurrent fell to $1,451 million from $2,193 million at January 31, 2023. Cash, cash equivalents and short-term investments totaled $2,106 million as of July 31, 2023. Net cash provided by operating activities was $182 million for the six months, and total remaining performance obligations were approximately $3,027 million, of which 59% (about $1,772 million) is expected to be recognized over the next 12 months. The filing also details pending securities class action and derivative lawsuits concerning cybersecurity controls, data breach vulnerabilities and the Auth0 integration, which the company is defending vigorously and for which it cannot predict the outcome or estimate potential losses. Dollar-based net retention rate was 115% as of July 31, 2023, down from 122% a year earlier, and customers grew to over 18,400 from over 16,400.

Aug 31, 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

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 10-Q

Okta Quarterly Report for Q1 Ended Apr 30, 2023

Okta, Inc. reported its quarterly results for the three months ended April 30, 2023 in this Form 10-Q. Total revenue rose to $518 million from $415 million, with subscription revenue at $503 million versus $398 million. Operating loss narrowed to $160 million from $240 million, and net loss narrowed to $119 million from $243 million. Subscription gross margin improved to 76% from 72%. Operating cash flow was $129 million, up from $19 million in the prior-year period. The balance sheet shows cash, cash equivalents and short-term investments totaling $2,370 million as of April 30, 2023. During the quarter the company repurchased $366 million principal amount of its 2025 convertible senior notes for $332 million in cash, producing a $31 million gain on early extinguishment of debt. Principal outstanding on the 2025 Notes fell to $694 million, while the 2026 Notes remained at $1,150 million. Remaining non-cancelable subscription performance obligations were approximately $2,942 million, of which about $1,701 million, or 58%, is expected to be recognized over the next 12 months. The filing also highlights growth in customers to more than 18,050 from over 15,800 a year earlier, and a Dollar-Based Net Retention Rate of 117%, down from 123%. Investors should note that the company continues to report losses, that restructuring and lease impairment charges of $7 million were recorded, and that securities class action and derivative lawsuits relating to cybersecurity controls and the Auth0 integration remain pending.

Jun 1, 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

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 10-K

Okta Annual Report, Year Ended Jan 31, 2023

Okta, Inc. reported fiscal 2023 (year ended January 31, 2023) total revenue of $1,858 million, up 43% from $1,300 million in fiscal 2022, with subscription revenue of $1,794 million making up about 97% of total revenue. Net loss was $815 million, compared with $848 million in fiscal 2022, and gross margin improved to 71% from 70%. Customer count grew to more than 17,600 from over 15,000, customers with annual contract value above $100,000 rose to 3,930 from 3,100, and the Dollar-Based Net Retention Rate was 120%, down from 124%. Calculated billings increased 24% to $2,123 million, and free cash flow fell to $65 million from $87 million. The company's Auth0 acquisition, completed May 3, 2021, continues to shape results, and management expects operating expenses to rise significantly. The balance sheet shows cash, cash equivalents and short-term investments of $2,580 million against convertible senior notes of roughly $2.2 billion in principal (2025 and 2026 notes, plus the 2023 notes that were nearly all repurchased or converted), and an accumulated deficit of $2,475 million. Management states that existing cash and investments will be sufficient for projected working capital and capital expenditure needs for the foreseeable future. In the fourth quarter of fiscal 2023 the company approved a restructuring plan to reduce its workforce by approximately 300 full-time employees, with aggregate costs estimated at about $15 million; fiscal 2023 restructuring and other charges totaled $29 million. Investors should note the dual-class structure, under which directors, executive officers and their affiliates held 41.7% of voting power as of January 31, 2023, and the securities class action and derivative lawsuits filed in 2022 concerning cybersecurity controls, data breaches and the Auth0 integration. The company states it intends to defend these lawsuits vigorously and cannot predict their outcome.

Mar 3, 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

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 10-Q

Okta Quarterly Report for Q3 Ended Oct 31, 2022

Okta, Inc. reported total revenue of $481.0 million for the three months ended October 31, 2022, up from $350.7 million a year earlier, with subscription revenue making up 97% of the quarter's total. Gross margin was 71% versus 69% a year earlier, and non-GAAP operating income was $0.3 million, compared with a non-GAAP operating loss of $9.5 million in the prior-year quarter. GAAP net loss narrowed to $208.9 million ($1.32 per share) from $221.3 million ($1.44 per share), though the company still posted losses in every period presented. For the nine months, revenue reached $1,347.8 million and the net loss was $662.1 million. Sales and marketing ($289.98 million in the quarter) was the largest operating expense line. Balance sheet and cash flow metrics were mixed. Cash, cash equivalents and short-term investments totaled $2,473.2 million as of October 31, 2022, while total convertible senior notes, net, carried on the balance sheet were about $2.20 billion ($5.2 million current and $2,191.5 million noncurrent). Net cash provided by operating activities was $9.8 million for the nine months, and free cash flow was negative $7.4 million, compared with $82.4 million in the prior-year period. The 2023 Notes ($5.2 million principal outstanding) are classified as current and mature February 15, 2023. The company adopted ASU 2020-06 on February 1, 2022, which reduced reported net interest expense by approximately $21.2 million in the quarter and $63.0 million for the nine months. Key operating indicators showed continued customer growth. Okta reported more than 17,050 customers, 3,740 customers with annual contract value above $100,000 (versus 2,825 a year earlier), and a Dollar-Based Net Retention Rate of 122%. Remaining performance obligations were $2,852.8 million, of which approximately $1,579.4 million (55%) is expected to be recognized over the next 12 months. The company recorded $14.2 million of lease impairment charges under a real estate optimization plan. The filing also discloses a securities class action filed in May 2022 and a derivative lawsuit filed November 28, 2022, both relating to cybersecurity controls, data breach vulnerability and the integration of Auth0, which the company says it intends to defend vigorously.

Dec 1, 2022 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 10-Q

Okta Quarterly Report for Q2 Ended Jul 31, 2022

Okta, Inc. reported results for the three and six months ended July 31, 2022. Total revenue was $451.81 million for the quarter, up from $315.50 million, and $866.75 million for the six months, up from $566.51 million. Subscription revenue made up the large majority of total revenue, and the filing states that subscription revenue was approximately 96% of total revenue for the six months. Net loss was $210.47 million for the quarter and $453.19 million for the six months, compared with $276.68 million and $385.91 million in the prior-year periods. The company's net loss per share was $1.34 for the quarter and $2.89 for the six months. Cash, cash equivalents and short-term investments totaled $2.48 billion as of July 31, 2022. The quarter showed a narrower GAAP operating loss of $208.06 million, compared with $263.44 million a year earlier, driven largely by lower general and administrative expense that the filing attributes to a decline in Auth0 acquisition-related costs and one-time stock-based compensation recorded in the prior-year quarter. Stock-based compensation remained significant at $171.18 million for the quarter. Operating cash flow was negative $0.2 million for the six months, and the filing reports free cash flow of negative $13.11 million for that period. Remaining performance obligations were $2.79 billion, of which $1.50 billion is expected to be recognized over the next 12 months. Calculated Billings rose 36% in the quarter and 21% in the six months. The balance sheet changed meaningfully after the company adopted ASU 2020-06, which increased net convertible senior notes on the balance sheet to $2.19 billion noncurrent, and the 2023 Notes were classified as current liabilities because holders may convert them during the quarter ending October 31, 2022. The filing also discloses a putative securities class action filed May 20, 2022 relating to a January 2022 third-party subprocessor compromise, which the company intends to defend vigorously.

Sep 1, 2022 8-K

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