Okta, Inc. - Annual Report: 2025 (Form 10-K)

Amount

— — — ()— () — — — — ) $ $ $ $()$()$ — — — — — — ()— — — — — ) $ $ $ $()$()$

See Notes to Consolidated Financial Statements.

OKTA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)


	Year Ended January 31,
	2025	2024		2023

Cash flows from operating activities:
Net income (loss)	$	$	()	$	()
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Stock-based compensation
Depreciation, amortization and accretion

Amortization of deferred commissions
Deferred income taxes


Lease impairment charges
Gain on early extinguishment of debt	()	()

Other, net
Changes in operating assets and liabilities:
Accounts receivable	()	()		()
Deferred commissions	()	()		()
Prepaid expenses and other assets	()	()		()
Operating lease right-of-use assets
Accounts payable				()
Accrued compensation				()
Accrued expenses and other liabilities	()
Operating lease liabilities	()	()		()
Deferred revenue
Net cash provided by operating activities
Cash flows from investing activities:
Capitalized software	()	()		()
Purchases of property and equipment	()	()		()

Purchases of securities available-for-sale and other	()	()		()
Proceeds from maturities and redemption of securities available-for-sale
Proceeds from sales of securities available-for-sale and other
Payments for business acquisitions, net of cash acquired	()	()		()
Purchases of intangible assets		()		()
Net cash provided by (used in) investing activities	()			()
Cash flows from financing activities:


Payments for repurchases of convertible senior notes	()	()
Taxes paid related to net share settlement of equity awards	()


Payments for warrants related to convertible senior notes		()


Proceeds from stock option exercises

Proceeds from shares issued in connection with employee stock purchase plan

Net cash provided by (used in) financing activities	()	()
Effects of changes in foreign currency exchange rates on cash, cash equivalents and restricted cash	()			()
Net increase (decrease) in cash, cash equivalents and restricted cash				()
Cash, cash equivalents and restricted cash at beginning of year
Cash, cash equivalents and restricted cash at end of year	$	$		$

Year Ended January 31,

2025

2024

2023

Supplementary cash flow disclosure:

Cash paid during the period for:

Interest

Income taxes

Non-cash investing and financing activities:

Issuance of common stock for repurchases and conversions of convertible senior notes

Benefit from exercise of hedges related to convertible senior notes

Operating lease right-of-use assets exchanged for lease liabilities

Balance as of January 31, 2023

Restructuring charges

Cash payments

()

Balance as of January 31, 2024

Restructuring charges

Cash payments

()

Balance as of January 31, 2025

OKTA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

full-time employees. The 2025 Restructuring Plan is expected to be substantially complete by the first quarter of fiscal 2026, and the Company recognized aggregate restructuring costs of $ million in fiscal 2025.

2024 Restructuring Plan

During fiscal 2024, the Company approved a restructuring plan (the “2024 Restructuring Plan”) intended to improve operating efficiencies and profitability. The 2024 Restructuring Plan involved a reduction of the Company’s workforce by approximately full-time employees. The 2024 Restructuring Plan was substantially complete by the first quarter of fiscal 2025 and the Company recognized aggregate restructuring costs of $ million in fiscal 2024.

Separate from the 2024 Restructuring Plan, the Company recognized $ million of severance and termination benefit costs related to an insignificant workforce reduction in fiscal 2024.

2023 Restructuring Plan & Real Estate Optimization Plan

During fiscal 2023, the Company approved a restructuring plan (the “2023 Restructuring Plan”) intended to reduce operating expenses and improve profitability. The 2023 Restructuring Plan involved a reduction of the Company’s workforce by approximately full-time employees. The 2023 Restructuring Plan was substantially complete by the first quarter of fiscal 2024 and the Company recognized aggregate restructuring costs of $ million in fiscal 2023.

million and $ million.

OKTA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Certificates of deposit (Level 2)

Total cash equivalents

Level 2:

Short-term investments (Available-for-sale):

U.S. treasury securities Corporate debt securities

Certificates of deposit

Total short-term investments Total$ $

Interest receivable of $ million and $ million is included in Prepaid expenses and other current assets on the consolidated balance sheets as of January 31, 2025 and 2024, respectively.

There were no material differences between the estimated fair value and amortized cost of our cash equivalents and short-term investments as of January 31, 2025 and 2024.

For available-for-sale debt securities that have unrealized losses, there were no material credit or non-credit related impairments for short-term investments as of January 31, 2025 and 2024.

Strategic Investments

million and $ million, respectively.

million and $ million, respectively. goodwill impairments were recorded during fiscal 2025, 2024 and 2023.

OKTA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

$()$ Customer relationships () Capitalized internal-use software costs () Trade name () Other () $ $()$

As of January 31, 2024

Gross

Accumulated Amortization

Net

(dollars in millions)

Purchased developed technology

()

Customer relationships

()

Capitalized internal-use software costs

()

Trade name

()

Other

()

The weighted-average remaining useful lives of the Company’s acquired intangible assets are as follows:

Weighted-Average Remaining Useful Life

As of January 31,

2025

2024

Purchased developed technology

years

Customer relationships

years

Trade name

years

million in fiscal 2025 and $ million in fiscal 2024 and 2023.

million and $ million, respectively.

Transaction Price Allocated to the Remaining Performance Obligations

Transaction price allocated to the remaining performance obligations represents all future, non-cancelable contracted revenue that has not yet been recognized, inclusive of deferred revenue that has been invoiced and non-cancelable amounts that will be invoiced and recognized as revenue in future periods.

Total remaining non-cancelable performance obligations under subscription contracts with customers was approximately $ million as of January 31, 2025. Of this amount, the Company expects to recognize revenue of approximately $ million, or %, over the next months, with the balance to be recognized as revenue thereafter. Remaining performance obligations for professional services and other contracts as of January 31, 2025 were not material.

million principal amount of the 2025 Notes for $ million in cash, and $ million principal amount of the 2026 Notes for $ million in cash, resulting in a gain on early extinguishment of debt of $ million.

During fiscal 2024, the Company repurchased $ million principal amount of the 2025 Notes for $ million in cash, and $ million principal amount of the 2026 Notes for $ million in cash, resulting in a gain on early extinguishment of debt of $ million.

2025 Convertible Senior Notes

The 2025 Notes are senior, unsecured obligations of the Company, and bear interest at a fixed rate of % per year. Interest is payable in cash semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2020. The 2025 Notes mature on September 1, 2025 unless earlier redeemed, repurchased or converted.

OKTA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

per share of Class A common stock, subject to adjustment under certain circumstances in accordance with the terms of the 2025 Indenture. Prior to the close of business on the business day immediately preceding June 1, 2025, holders of the 2025 Notes may convert all or a portion of their 2025 Notes only in multiples of $1,000 principal amount, under the following circumstances:

•during any fiscal quarter commencing after the fiscal quarter ending on January 31, 2020 (and only during such fiscal quarter), if the last reported sale price of Class A common stock for at least trading days (whether or not consecutive) during the period of consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to % of the conversion price of the 2025 Notes on each applicable trading day;

•during the business day period after any consecutive trading day period in which the trading price per $1,000 principal amount of the 2025 Notes for each trading day of that consecutive trading day period was less than % of the product of the last reported sale price of Class A common stock and the conversion rate on such trading day;

•if the Company calls the notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or

•upon the occurrence of specified corporate events, as described in the 2025 Indenture.

On or after June 1, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2025 Notes regardless of the foregoing circumstances. During the three months ended January 31, 2025, the conditions allowing holders of the 2025 Notes to convert during the three months ending April 30, 2025 were not met. As of January 31, 2025, the 2025 Notes are classified as current liabilities due to their upcoming maturity on September 1, 2025.

The Company may redeem for cash all or any portion of the 2025 Notes, at its option, on or after September 6, 2022, if the last reported sale price of the Company’s Class A common stock has been at least % of the conversion price then in effect for at least trading days (whether or not consecutive) during any consecutive trading day period (including the last trading day of such period) ending on and including the trading day preceding the date on which the Company provides notice of redemption at a redemption price equal to % of the principal amount of the 2025 Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date.

Holders of the 2025 Notes who convert their 2025 Notes in connection with certain corporate events that constitute a make-whole fundamental change (as defined in the 2025 Indenture) or in connection with the Company’s issuance of a redemption notice are, under certain circumstances, entitled to an increase in the conversion rate. Additionally, in the event of a corporate event that constitutes a fundamental change (as defined in the 2025 Indenture), holders of the 2025 Notes may require the Company to repurchase all or a portion of their 2025 Notes at a price equal to % of the principal amount of the 2025 Notes being repurchased, plus any accrued and unpaid interest.

Less: unamortized debt issuance costs

()()Net carrying amount$ $

OKTA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

million shares, subject to anti-dilution adjustments substantially identical to those in the 2025 Notes, of its Class A common stock for approximately $ per share (subject to adjustment), corresponding to the approximate initial conversion price of the 2025 Notes, exercisable upon conversion of the 2025 Notes. The 2025 Capped Calls have initial cap prices of $ per share (subject to adjustment) and will expire in 2025, if not exercised earlier. The 2025 Capped Calls are intended to offset potential dilution to the Company’s Class A common stock and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount upon any conversion of the 2025 Notes under certain circumstances. The 2025 Capped Calls are separate transactions and are not part of the terms of the 2025 Notes. The 2025 Capped Calls meet the criteria for classification as equity and, as such, are not remeasured each reporting period.

2026 Convertible Senior Notes

The 2026 Notes are senior, unsecured obligations of the Company, and bear interest at a fixed rate of % per year. Interest is payable in cash semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2020. The 2026 Notes mature on June 15, 2026 unless earlier redeemed, repurchased or converted.

The terms of the 2026 Notes are governed by an Indenture by and between the Company and Wilmington Trust, National Association, as Trustee (the "2026 Indenture"). Upon conversion, the 2026 Notes may be settled in cash, shares of Class A common stock or a combination of cash and shares of Class A common stock, at the Company’s election.

The 2026 Notes are convertible at an initial conversion rate of 4.1912 shares of Class A common stock per $1,000 principal amount of the 2026 Notes, which is equal to an initial conversion price of approximately $ per share of Class A common stock, subject to adjustment under certain circumstances in accordance with the terms of the 2026 Indenture. Prior to the close of business on the business day immediately preceding March 15, 2026, holders of the 2026 Notes may convert all or a portion of their 2026 Notes only in multiples of $1,000 principal amount, under the following circumstances:

•during any fiscal quarter commencing after the fiscal quarter ending on October 31, 2020 (and only during such fiscal quarter), if the last reported sale price of the Company's Class A common stock for at least trading days (whether or not consecutive) during the period of consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to % of the conversion price of the 2026 Notes on each applicable trading day;

•during the business day period after any consecutive trading day period in which the trading price per $1,000 principal amount of the 2026 Notes for each trading day of that consecutive trading day period was less than % of the product of the last reported sale price of the Company's Class A common stock and the conversion rate on such trading day;

•if the Company calls the notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or

•upon the occurrence of specified corporate events, as described in the 2026 Indenture.

On or after March 15, 2026 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2026 Notes regardless of the foregoing circumstances. During the three months ended January 31, 2025, the conditions allowing holders of the 2026 Notes to convert during the three months ending April 30, 2025 were not met, and as a result, the 2026 Notes were classified as noncurrent liabilities as of January 31, 2025.

The Company may redeem for cash all or any portion of the 2026 Notes, at its option, on or after June 20, 2023, if the last reported sale price of the Company’s Class A common stock has been at least % of the conversion price then in effect for at least trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any consecutive trading day period ending on and including the trading day preceding the date on which the Company provides

OKTA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

% of the principal amount of the notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date.

Holders of the 2026 Notes who convert their 2026 Notes in connection with certain corporate events that constitute a make-whole fundamental change (as defined in the 2026 Indenture) or in connection with the Company’s issuance of a redemption notice are, under certain circumstances, entitled to an increase in the conversion rate. Additionally, in the event of a corporate event that constitutes a fundamental change (as defined in the 2026 Indenture), holders of the 2026 Notes may require the Company to repurchase all or a portion of their 2026 Notes at a price equal to % of the principal amount of the 2026 Notes being repurchased, plus any accrued and unpaid interest.

Less: unamortized debt issuance costs

()()Net carrying amount$ $

2026 Capped Calls

In connection with the pricing of the 2026 Notes, the Company entered into capped call transactions with respect to its Class A common stock. The 2026 Capped Calls are purchased call options that give the Company the option to purchase approximately million shares, subject to anti-dilution adjustments substantially identical to those in the 2026 Notes, of its Class A common stock for approximately $ per share (subject to adjustment), corresponding to the approximate initial conversion price of the 2026 Notes, exercisable upon conversion of the 2026 Notes. The 2026 Capped Calls have initial cap prices of $ per share (subject to adjustment) and will expire in 2026, if not exercised earlier. The 2026 Capped Calls are intended to offset potential dilution to the Company’s Class A common stock and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount upon any conversion of the 2026 Notes under certain circumstances. The 2026 Capped Calls are separate transactions and are not part of the terms of the 2026 Notes. The 2026 Capped Calls meet the criteria for classification as equity and, as such, are not remeasured each reporting period.

Fair Value Measurements

$ 2026 convertible senior notes$ $

The estimated fair values of the Notes, which are Level 2 financial instruments, were determined based on the quoted bid prices of the Notes in an over-the-counter market on the last trading day of the reporting period.

OKTA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

term, which expires in October 2028. The Company is entitled to options to extend this lease, subject to certain requirements. $ $ )

Cash payments made related to operating lease liabilities were $ million and $ million in fiscal 2025 and 2024, respectively.

10.

million and $ million were issued and outstanding as of January 31, 2025 and January 31, 2024, respectively. draws have been made under such letters of credit.

Legal Matters

From time to time in the normal course of business, the Company may be subject to various legal matters such as threatened or pending claims or proceedings.

On May 20, 2022, a purported shareholder filed a putative class action lawsuit in the United States District Court for the Northern District of California against the Company and certain of its executive officers, captioned In re Okta, Inc. Securities Litigation, No. 3:22-cv-02990. The lawsuit asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, alleging that the defendants made false or misleading statements or omissions concerning the Company’s cybersecurity controls, vulnerability to data breaches, and the Company’s integration of Auth0, Inc. (“Auth0”). The lawsuit sought an order certifying the lawsuit as a class action and unspecified damages. The defendants moved to dismiss the amended complaint. On March 31, 2023, the court dismissed in full the claims based on the plaintiff’s allegations related to the Company’s cybersecurity controls and

OKTA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

million, which is covered through a combination of the Company’s Director & Officer ("D&O") insurance and the balance of the Company’s $ million retention on the primary D&O policy. The Stipulation does not constitute an admission of fault or wrongdoing by the Company or its executives. On November 19, 2024, the court granted final approval of the Stipulation and dismissed the lawsuit in its entirety, with prejudice.

Additionally, purported shareholders filed derivative lawsuits on behalf of the Company in the United States District Court for the Northern District of California against certain of its current and former executive officers and directors, captioned O’Dell v. McKinnon et al., No. 3:22-cv-07480 (filed Nov. 28, 2022), and LR Trust v. McKinnon et al., No. 3:22-cv-08627 (filed Dec. 13, 2022) (the "California Federal Derivative Actions"). The California Federal Derivative Actions allege, among other things, that the defendants breached their fiduciary duties by making false or misleading statements or omissions concerning the Company’s cybersecurity controls, vulnerability to data breaches, and the Company’s integration of Auth0. The California Federal Derivative Actions seek orders permitting the plaintiffs to maintain the actions derivatively on behalf of the Company, awarding unspecified damages allegedly sustained by the Company, awarding restitution from the individual defendants, and requiring the Company to make certain reforms to its corporate governance and controls. On February 22, 2023, the court entered a stipulated order consolidating the California Federal Derivative Actions, appointing co-lead counsel for plaintiffs, and staying the consolidated California Federal Derivative Actions during the pendency of the motion to dismiss in the securities class action lawsuit. The consolidated California Federal Derivative Actions are captioned In re Okta, Inc. Stockholder Derivative Litigation, No. 3:22-cv-07480. On May 9, 2023, the court entered a stipulated order continuing the stay through the close of discovery in the securities class action lawsuit and, on January 27, 2025, the court entered an order continuing the stay.

On April 14, 2023, another shareholder filed a substantially similar derivative lawsuit in the United States District Court for the District of Delaware against certain of the Company’s current and former executive officers and directors, captioned Buono v. McKinnon et al., No. 1:23-cv-00413 (the "Buono Action"). On May 31, 2023, the court entered a stipulated order whereby the defendants agreed to accept service and stay the Buono Action through the close of discovery in the securities class action lawsuit.

On January 25, 2024, another shareholder filed a substantially similar derivative lawsuit in the United States District Court for the District of Delaware against certain of the Company’s current and former executive officers and directors, captioned Nasr v. McKinnon, et al., No. 1:24-cv-00106 (together with the Buono Action, the "Delaware Federal Derivative Actions"). On March 18, 2024, the court entered a stipulated order whereby the defendants agreed to accept service and stay the derivative action through the close of discovery in the securities class action lawsuit.

On July 1, 2024, another shareholder filed a substantially similar derivative lawsuit in the Court of Chancery for the State of Delaware (the “Delaware Chancery Court”) against certain of the Company’s current and former executive officers and directors, captioned Grimaldi v. McKinnon, et al., C.A. No. 2024-0685-PAF (the “Grimaldi Action”). On July 19, 2024, the Delaware Chancery Court entered a stipulated order whereby the defendants agreed to accept service and to stay the derivative action through final approval of the settlement in the securities class action lawsuit.

On October 18, 2024, another shareholder filed a substantially similar derivative lawsuit in the Delaware Chancery Court against certain of the Company’s current and former executive officers and directors, captioned Duprat v. McKinnon, et al., C.A. No. 2024-1072-PAF (the “Duprat Action”). On November 8, 2024, the Delaware Chancery Court entered a stipulated order where the defendants agreed to accept service in the Duprat Action; the Grimaldi Action and the Duprat Action were consolidated (the "Delaware Chancery Actions"); and the Delaware Chancery Actions were stayed pursuant to the terms previously entered in the Grimaldi Action.

On January 10, 2025, the Company and defendants agreed in principle to the non-monetary terms of a global resolution of the California Federal Derivative Actions, the Delaware Federal Derivative Actions, and the Delaware Chancery Actions, and executed a Memorandum of Understanding in connection therewith containing the agreed-upon material, non-monetary terms of the proposed settlement.

OKTA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

11.

vote per share and votes per share, respectively, and the shares of Class A common stock and Class B common stock are identical, except for voting and conversion rights. Shares of Class B common stock may be converted into Class A common stock at any time at the option of the stockholder on a -for-one basis, and are automatically converted into Class A common stock upon sale or transfer, subject to certain limited exceptions. Shares of Class A common stock are not convertible. $ $ $ $ Professional services and other Research and development Sales and marketing General and administrative Total$ $ $

Stock Options

Options issued under the Plan generally are exercisable for periods not to exceed and generally vest over with % vesting after and with the remainder vesting monthly thereafter in equal installments. Shares offered under the Plan may be: (i) authorized but unissued shares or (ii) treasury shares.

OKTA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

$ $ % - % - % - %

During fiscal 2025, the Company's employees purchased shares of its Class A common stock under the ESPP. The shares were purchased at a weighted-average purchase price of $ per share, with proceeds of $ million. During fiscal 2024, the Company's employees purchased shares of its Class A common stock under the ESPP. The shares were purchased at a weighted-average purchase price of $ per share, with proceeds of $ million.

As of January 31, 2025 and January 31, 2024, there was $ million and $ million, respectively, of unrecognized stock-based compensation expense related to the ESPP which is being recognized over a weighted-average vesting period of years.

Employee Defined Contribution Plan

The Company has a qualified defined contribution plan under Section 401(k) of the Internal Revenue Code covering eligible employees. A portion of employee contributions are matched up to a fixed maximum dollar amount per year per employee. During fiscal 2025, 2024 and 2023, matching contributions related to the plan were $ million, $ million and $ million, respectively.

OKTA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

13.

$()$()Foreign

Income (loss) before provision for income taxes

$ $()$() $ $ State Foreign Total current provision for income taxes Deferred: Foreign

Total deferred provision for income taxes

Total provision for income taxes

$ $ $

For fiscal 2025, income tax expense resulted primarily from profitable foreign jurisdictions, federal and state taxes resulting from limitations on tax attribute utilization, offset by the impact of tax windfalls from stock-based compensation in the United States. For fiscal 2024, the income tax expense resulted primarily from income tax expense related to profitable foreign jurisdictions, federal and state taxes resulting from limitations on tax attribute utilization, and the tax impact of shortfalls from stock-based compensation in the United Kingdom. For fiscal 2023, income tax expense resulted primarily from income tax expense related to profitable foreign jurisdictions, the tax impact of shortfalls from stock-based compensation in the United Kingdom, and state taxes.

The Company does not provide for income taxes on undistributed earnings of subsidiaries that are intended to be indefinitely reinvested. Where the Company does not intend to indefinitely reinvest subsidiary earnings, income and withholding taxes, as applicable, are provided on such undistributed earnings and are insignificant.

% % %State income taxes, net of federal benefit Change in valuation allowance ()()Stock-based compensation ()()

Effect of foreign operations

()()Research and development credits() Non-deductible expenses ()()

Provision to return true-up

()

Unrecognized tax benefits

Other, net() Effective tax rate %()%()%

OKTA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

$ Capitalized research expenditures Stock-based compensation Operating lease liabilities Other reserves and accruals Research and development and other credits Total deferred tax assets Valuation allowance()()Total deferred tax assets, net Deferred tax liabilities:Deferred commissions()()Other deferred tax liabilities()()Operating lease right-of-use assets()()Depreciation and amortization()()Total deferred tax liabilities()()

Net deferred tax liabilities

$()$()

The Company has determined that it is not more likely than not that it will realize the benefits of its net deferred tax assets in the United States due to negative evidence such as a continued cumulative loss and an increase in net deferred tax assets despite attribute utilization. Therefore, the Company has recorded a valuation allowance to reduce the carrying value of the U.S. deferred tax assets, net of U.S. deferred tax liabilities. The U.S. valuation allowance increased by $ million and $ million during fiscal 2025 and 2024, respectively.

As of January 31, 2025, the Company had approximately $ million of federal and $ million of state net operating loss carryforwards available to offset future taxable income. If not utilized, the federal and state net operating loss carryforwards will begin to expire in 2036 and 2026, respectively. The federal and state net operating losses for fiscal 2025 consider the impacts of the amendments of prior-year federal and state tax returns as discussed in the effective tax rate reconciliation section. As of January 31, 2025, the Company had approximately $ million of UK net operating losses which do not expire.

As of January 31, 2025, the Company had federal research and development tax credit carryforwards of $ million and California research and development tax credit carryforwards of $ million. The federal research and development credits will start to expire in 2038 while the California research and development credits do not expire.

The Company’s ability to utilize the net operating loss and tax credit carryforwards in the future may be subject to substantial restrictions in the event of future ownership changes as defined in Section 382 of the Internal Revenue Code and similar state tax laws.

OKTA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

$ $ Additions based on tax positions related to a prior year Additions based on tax positions related to current year Reductions based on tax positions taken in a prior year ()()Gross amount of unrecognized tax benefits as of the end of the year$ $ $

For all periods presented, the Company has an immaterial amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate. The Company's policy is to include interest and penalties related to unrecognized tax benefits within the provision for income taxes. For all years presented, the Company has accrued a material amount in interest and penalties related to unrecognized tax benefits. The Company does have any significant uncertain tax positions as of January 31, 2025 for which it is reasonably possible that the positions will increase or decrease within the next twelve months.

As the Company has net operating loss carryforwards for the U.S. federal and state jurisdictions, the statute of limitations is open for all years. For material foreign jurisdictions, the tax years open to examination include the tax years 2017 and forward.

OKTA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

14.

)$()Denominator: ()$()Diluted net income (loss) per share:Numerator:()$() ()$()Denominator: Weighted-average effect of diluted securities related to: ()$()

1 Under the if-converted method, net income is adjusted to reflect the assumption that the convertible senior notes were converted at the beginning of the period.

Convertible senior notes Total

The Company entered into capped call transactions in connection with the issuance of the convertible senior notes. The effect of the capped calls was also excluded from the calculation of diluted net income per share as the effect of the capped calls would have been anti-dilutive.

OKTA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

15.

$ $ International Total$ $ $

Other than the United States, no individual country exceeded 10% of total revenue for fiscal 2025, 2024 and 2023.

Property and equipment by geographic location is based on the location of the legal entity that owns the asset. As of January 31, 2025 and 2024, the majority of the Company's long-lived assets, which primarily consist of property and equipment and operating lease right-of-use assets, were located in the United States.

16.

million was paid in cash. Of this amount, $ million of consideration was transferred to an escrow fund as partial security for any purchase price adjustments and indemnification obligations, and will be paid to the former Spera stockholders following the -month anniversary of the closing date (less any such adjustments or indemnification obligations).

The Company recorded $ million for developed technology intangible assets with an estimated useful life of years and recorded $ million of goodwill which is primarily attributed to the assembled workforce as well as the integration of Spera’s technology and the Company’s technology. of the goodwill is expected to be deductible for U.S. federal income tax purposes.

The Company entered into revesting agreements with Spera’s founders pursuant to which additional shares of Okta’s Class A common stock were issued as of the closing date which vest over . The $ million fair value of the unvested restricted stock award is attributable to a post-combination service condition and will be accounted for by the Company separately from the business combination as stock-based compensation expense.

Acquisition related expenses incurred were not material. This acquisition did not have a material impact on the Company’s consolidated financial statements; therefore, historical financial information and pro forma disclosures have not been presented.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Annual Report on Form 10-K.

Based on this evaluation, our management concluded that, as of January 31, 2025, our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act. Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("2013 framework"). Our internal control over financial reporting includes policies and procedures that provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of January 31, 2025. Our independent registered public accounting firm, Ernst & Young LLP, has issued an audit report with respect to our internal control over financial reporting, which appears in Part II, Item 8 of this Annual Report on Form 10-K, and is incorporated herein by reference.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended January 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Item 9B. Other Information

Rule 10b5-1 Trading Arrangements

During the quarter ended January 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) informed us of the or of a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

Part III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this item is incorporated by reference to our Proxy Statement relating to our 2025 Annual Meeting of Stockholders. The Proxy Statement will be filed with the SEC within 120 days of the fiscal year ended January 31, 2025.

Code of Conduct

Our board of directors has adopted a code of conduct that applies to all of our employees, officers and directors. The full text of our code of conduct is available on our investor relations website at investor.okta.com under "Responsibility and Governance." We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendments to, or waiver from, a provision of our code of conduct by posting such information on the website address and location specified above.

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13. Certain Relationships and Related Party Transactions, and Director Independence

Item 14. Principal Accountant Fees and Services

Part IV

Item 15. Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this report:

1.Financial Statements

See Index to Financial Statements under Part II, Item 8 of this Annual Report on Form 10-K.

2.Financial Statement Schedules

Schedules not listed above have been omitted because they are not required, not applicable, or the required information is otherwise included.

3.Exhibits

See the Exhibit Index immediately following the signature page of this Annual Report on Form 10-K.

Item 16. Form 10-K Summary

None.

100

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


						OKTA, INC.

March 5, 2025						/s/ Brett Tighe
						Brett Tighe Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Todd McKinnon and Brett Tighe, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with Exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or substitute or substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Signature

Title

Date

/s/ Todd McKinnon

Todd McKinnon

Chief Executive Officer and Director

(Principal Executive Officer)

March 5, 2025

/s/ Brett Tighe

Brett Tighe

Chief Financial Officer
(Principal Financial Officer)

March 5, 2025

/s/ Shibu Ninan

Shibu Ninan

Chief Accounting Officer

(Principal Accounting Officer)

March 5, 2025

/s/ Shellye Archambeau
Shellye Archambeau

Director

March 5, 2025

/s/ Anthony Bates
Anthony Bates

Director

March 5, 2025

/s/ Emilie Choi
Emilie Choi

Director

March 5, 2025

/s/ Robert L. Dixon, Jr.
Robert L. Dixon, Jr.

Director

March 5, 2025

/s/ Jeff Epstein

Jeff Epstein

Director

March 5, 2025

/s/ Benjamin Horowitz

Benjamin Horowitz

Director

March 5, 2025

/s/ J. Frederic Kerrest

J. Frederic Kerrest

Director

March 5, 2025

/s/ Rebecca Saeger

Rebecca Saeger

Director

March 5, 2025

/s/ Michael Stankey

Michael Stankey

Director

March 5, 2025

101

EXHIBIT INDEX

Exhibit Number

Exhibit Description

Incorporated by Reference from Form

3.1

Amended and Restated Certificate of Incorporation.

Exhibit 3.2 to Form S-1 filed on March 13, 2017

3.2

Amended and Restated Bylaws , as adopted on June 20 , 2024.

Exhibit 3.1 to Form 8-K filed on June 24, 2024

4.1

Form of Class A Common Stock Certificate.

Exhibit 4.1 to Form S-1 filed on March 13, 2017

4.2

Indenture, dated as of September 9, 2019, between Okta, Inc. and Wilmington Trust, National Association, as trustee.

Exhibit 4.1 to Form 8-K filed on September 10, 2019

4.3

Form of 0.125% Convertible Senior Notes due 2025.

Exhibit 4.1 to Form 8-K filed on September 10, 2019

4.4

Indenture, dated as of June 12, 2020, between Okta, Inc. and Wilmington Trust, National Association, as trustee.

Exhibit 4.1 to Form 8-K filed on June 15, 2020

4.5

Form of 0.375% Convertible Senior Notes due 2026.

Exhibit 4.1 to Form 8-K filed on June 15, 2020

4.6

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.

Exhibit 4.6 to Form 10-K filed on March 6, 2020

10.1#

Form of Indemnification Agreement between the Registrant and each of its directors and executive officers.

Exhibit 10.1 to Form S-1 filed on March 13, 2017

10.2#

Amended and Restated 2009 Stock Plan, as amended, and forms of agreements thereunder.

Exhibit 10.2 to Form S-1 filed on March 13, 2017

10.3#

2017 Equity Incentive Plan, and forms of agreements thereunder.

Exhibit 10.3 to Form S-1A filed on March 27, 2017

10.4#

2017 Employee Stock Purchase Plan.

Exhibit 10.4 to Form S-1A filed on March 27, 2017

10.5#

Amended and Restated Senior Executive Incentive Bonus Plan.

Exhibit 99.2 to Form 8-K filed on March 7, 2019

10.6#

Executive Severance Plan.

Exhibit 10.8 to Form S-1 filed on March 13, 2017

10.7#

Amended and Restated Outside Director Compensation Policy, effective as of April 24, 2024.

Exhibit 10.1 to Form 10-Q filed on August 29, 2024

10.8#

Form of Offer Letter between the Registrant and each of its executive officers.

Exhibit 10.10 to Form S-1 filed on March 13, 2017

10.9#

Auth0, Inc. 2014 Equity Incentive Plan.

Exhibit 99.1 to Form S-8 filed on May 10, 2021

10.10#

Auth0, Inc. Phantom Unit Plan.

Exhibit 99.2 to Form S-8 filed on May 10, 2021

102

Exhibit Number

Exhibit Description

Incorporated by Reference from Form

10.11

Office Lease Agreement dated December 2, 2017 between the Registrant and KR 100 First Street Owner, LLC.

Exhibit 10.1 to Form 8-K filed on December 6, 2017

10.11.1

Amendment dated August 29, 2019 to Office Lease Agreement dated December 2, 2017 between the Registrant and KR 100 First Street Owner, LLC.

Exhibit 10.2 to Form 10-Q filed on December 6, 2019

10.11.2

Second Amendment dated October 14, 2020 to Office Lease Agreement dated December 2, 2017 between the Registrant and KR 100 First Street Owner, LLC.

Exhibit 10.9.2 to Form 10-K filed on March 4, 2021

10.11.3

Third Amendment dated August 17, 2021 to Office Lease Agreement dated December 2, 2017 between the Registrant and KR 100 First Street Owner, LLC.

Exhibit 10.1 to Form 10-Q filed on December 2, 2021

10.12

Form of Capped Call Transaction Confirmation.

Exhibit 10.1 to Form 8-K filed on September 10, 2019

10.13

Form of Capped Call Transaction Confirmation.

Exhibit 10.1 to Form 8-K filed on June 15, 2020

10.14#

O kta F i scal Year 202 5 Sales Incentive Compensation Plan Terms a nd Conditions.

Exhibit 10.1 to Form 10-Q filed on May 30, 2024

19.1

Filed herewith

21.1

Subsidiaries of the Registrant.

Filed herewith

23.1

Consent of Independent Registered Public Accounting Firm.

Filed herewith

31.1

Certification of the Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Filed herewith

31.2

Certification of the Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Filed herewith

32.1*

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Furnished herewith

97.1#

Policy Relating to Recovery of Erroneously Awarded Compensation.

Exhibit 97.1 to Form 10-K filed on March 1, 2024

101.INS

XBRL Instance Document

Filed herewith

101.SCH

XBRL Taxonomy Extension Schema Document

Filed herewith

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

Filed herewith

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

Filed herewith

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

Filed herewith

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith

104

Cover Page Interactive Data File (formatted as inline XBRL with applicable

taxonomy extension information contained in Exhibits 101.*)

Filed herewith

* The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.

# Indicates management contract or compensatory plan, contract or agreement.

103

Okta, Inc. - Annual Report: 2025 (Form 10-K)

Similar companies