Financial Data and Key Metrics Changes - The company reported solid Q2 results with total revenue growth of 9% to 10% expected for Q3 and FY '26, raising the full-year outlook to 10% to 11% [20][21] - Non-GAAP operating margin is projected to be 22% for Q3 and 25% to 26% for the full year [20][21] - Free cash flow margin is expected to be approximately 21% for Q3 and around 28% for FY '26 [20][21] Business Line Data and Key Metrics Changes - The public sector business showed strong performance with multiple new business and upsell deals, including significant contracts with the DOD [17][18] - New products from Okta Identity Governance, Okta Privilege Access, and Okta Device Access contributed positively to revenue [6][7] - The company is seeing improved sales productivity and record pipeline generation due to its go-to-market realignment [16][19] Market Data and Key Metrics Changes - Five of the top ten deals in Q2 were with the US public sector, indicating strong demand in this area [17][18] - The company is experiencing growth in its customer base, with a notable increase in customers spending over $100,000 and $1 million [86] Company Strategy and Development Direction - Okta aims to be the one-stop shop for identity solutions, consolidating multiple identity vendors into a single platform [24][25] - The company is focused on building an identity security fabric that secures all identities, including AI agents [9][10] - The acquisition of Acxiom Security is expected to enhance Okta's Privilege Access capabilities and support its growth strategy [8][78] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's strategy and execution, noting that the macroeconomic concerns previously mentioned did not materialize [16][20] - The company is optimistic about the adoption of new products and the rapid pace of innovation in the identity security space [21] - Management highlighted the importance of independence and neutrality in the identity market, which positions Okta favorably against competitors [14][21] Other Important Information - The company ended the quarter with approximately $2.9 billion in cash and short-term investments [19] - Okta is preparing for its Oktane conference, where it will showcase innovations and engage with analysts and investors [12] Q&A Session Summary Question: What indicators are used to guide NRR and macroeconomic conditions? - Management noted that NRR has stabilized and they are optimistic about future growth, removing previous macroeconomic concerns from guidance [22][27] Question: What trends are observed in AI-native customer adoption? - AI-native customers are growing rapidly and are focused on securing their internal operations, with Okta well-positioned to support them [34][36] Question: Why is it critical for identity to be an independent platform? - Management emphasized that identity is too fragmented and complex, and consolidating under a single independent platform can reduce costs and operational challenges [44][46] Question: How does the DOD deal impact RPO and CRPO? - The RPO value for the DOD deal will be consistent with the current RPO value as it is a one-year deal [51] Question: What is the monetization strategy for cross-app access and AI agent workflows? - The company plans to monetize through existing products while also developing capabilities to manage AI agents within its identity system [110]

Financial Data and Key Metrics Changes - The company reported solid Q2 results with total revenue growth of 10% to 11% for FY '26, an increase from previous guidance of 9% to 10% [18] - Non-GAAP operating margin is expected to be between 25% to 26% for FY '26, up from previous estimates [18] - Free cash flow margin is projected to be approximately 28% for FY '26, indicating improved profitability and cash flow [18] Business Line Data and Key Metrics Changes - The public sector business showed strong performance with multiple new business and upsell deals, including significant contracts with the DOD [15][16] - New products from Okta Identity Governance, Okta Privilege Access, and others contributed positively to revenue, highlighting the success of the unified identity platform [5][12] - The company experienced a record pipeline generation, reflecting improved sales productivity from specialized go-to-market teams [13][18] Market Data and Key Metrics Changes - Five of the top ten deals in Q2 were with the US public sector, indicating strong demand in this market [16] - The company noted that the macroeconomic uncertainties previously affecting guidance did not materialize, allowing for a more optimistic outlook [13][18] Company Strategy and Development Direction - The company is focused on building an identity security fabric that secures all identities, including AI agents, emphasizing the importance of independence and neutrality in the identity market [7][11] - The acquisition of Acxiom Security is expected to enhance Okta's Privilege Access capabilities and support the integration of new technologies [6][73] - The company aims to consolidate identity solutions for customers, reducing vendor complexity and operational costs [42][46] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's strategy and execution, noting that the go-to-market realignment is showing positive signals [13][19] - The company is optimistic about the adoption of new products and the rapid pace of innovation, positioning itself to lead the identity industry [19] - Management highlighted the importance of addressing current identity security challenges as organizations increasingly adopt AI technologies [70][71] Other Important Information - The company ended the quarter with approximately $2.9 billion in cash and short-term investments, indicating a strong balance sheet [17] - The upcoming Oktane Conference will showcase innovations and provide insights into the company's future direction [10] Q&A Session Summary Question: What indicators are used for guidance and NRR stabilization? - Management noted that NRR has stabilized and emphasized the importance of sales productivity and pipeline generation as indicators for future guidance [20][24][26] Question: What trends are seen in AI native customer adoption? - Management indicated that AI native customers are growing rapidly and are focused on securing their internal operations, similar to other customer cohorts [32][34] Question: Why is identity critical as an independent platform? - Management explained that identity must be independent to reduce fragmentation and operational complexity, allowing companies to consolidate vendors effectively [42][46] Question: How is the sales force productivity evolving? - Management reported increased productivity from specialized sales teams and noted record pipeline generation, reflecting the success of their go-to-market strategy [56][60] Question: What is the monetization strategy for cross-app access? - Management stated that cross-app access will enhance the value of identity providers and will be monetized through existing products while addressing current identity security challenges [102][104]

Financial Data and Key Metrics Changes - The company reported solid Q2 results with total revenue growth of 10% to 11% for FY '26, an increase from previous guidance of 9% to 10% [18] - Non-GAAP operating margin is expected to be between 25% to 26%, up from earlier estimates [18] - Free cash flow margin is projected to be approximately 28% for the full year [18] Business Line Data and Key Metrics Changes - The public sector business showed strong performance with multiple new business and upsell deals, including significant contracts with the Department of Defense [15][16] - New products from Okta Identity Governance, Okta Privilege Access, and Okta Device Access contributed positively to revenue, indicating strong demand for identity security solutions [5][12] - The company noted that five of its top ten deals in Q2 were with the US public sector, highlighting the importance of this segment [16] Market Data and Key Metrics Changes - The company experienced record pipeline generation, indicating strong market demand and improved sales productivity [13][58] - The acquisition of Acxiom Security is expected to enhance the company's capabilities in privileged access management, further solidifying its market position [6][73] Company Strategy and Development Direction - The company aims to establish itself as a one-stop shop for identity solutions, consolidating multiple identity vendors into a single platform [22][46] - The introduction of cross-app access is a strategic move to enhance security for AI agents, reflecting the company's focus on innovation in identity security [9][75] - The company is committed to maintaining its independence and neutrality in the identity market, which it believes is crucial for long-term success [11] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's growth trajectory, citing improved sales productivity and a strong pipeline as indicators of future success [13][19] - The removal of macroeconomic concerns from guidance reflects a more stable operating environment than previously anticipated [18][92] - The company is focused on accelerating growth through innovation and the adoption of new products, particularly in the AI space [19][105] Other Important Information - The company ended the quarter with approximately $2.9 billion in cash and short-term investments, providing a strong financial foundation for future investments [17] - The upcoming Oktane conference is expected to showcase the company's innovations and strategies in identity security [10] Q&A Session Summary Question: What indicators are used to guide NRR and macroeconomic impacts? - Management noted that NRR has stabilized and that macroeconomic concerns have not materialized as expected, leading to a more optimistic outlook [20][26] Question: What trends are observed in AI-native customer adoption? - AI-native customers are growing rapidly and are focused on securing their internal operations, indicating a strong demand for identity security solutions [32][34] Question: Why is independence critical for identity platforms? - The company believes that independence allows for better consolidation of identity solutions, reducing complexity and costs for large organizations [42][46] Question: How is the company addressing upsell and cross-sell rates? - Upsell and cross-sell rates remain strong, with larger customers contributing significantly to revenue growth [80][81] Question: What is the monetization strategy for cross-app access? - The company plans to monetize cross-app access through existing products while also addressing the growing need for managing AI agents within its identity system [102][105]

Q2 FY26 Investor Presentation August 26, 2025 © Okta and/or its affiliates. All rights reserved. © Okta and/or its affiliates. All rights reserved. Confidential Information of Okta – For Recipient's Internal Use Only. Safe Harbor This presentation contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding our financial outlook, business strategy and plans, market trends a ...

[I. The Derivative Matters](index=4&type=section&id=I.%20THE%20DERIVATIVE%20MATTERS) This section details the history, mediation, and settlement rationale of derivative lawsuits against Okta, and defendants' denials of wrongdoing [A. Procedural History of the Derivative Matters](index=4&type=section&id=A.%20Procedural%20History%20of%20the%20Derivative%20Matters) This section outlines the chronological filing and consolidation of multiple derivative actions against Okta, largely stayed pending a securities class action - The California Federal Action, initiated in late 2022, was consolidated in February 2023 and stayed pending a related Securities Class Action, with plaintiffs reviewing nearly **2,000 pages** of confidential documents[7](index=7&type=chunk)[8](index=8&type=chunk)[12](index=12&type=chunk) - The Delaware Federal Actions (April 2023, January 2024) were stayed pending the Securities Class Action, involving production of nearly **2,000 pages** of confidential company documents[14](index=14&type=chunk)[15](index=15&type=chunk)[16](index=16&type=chunk) - The Delaware Chancery Action (June-October 2024) was consolidated in November 2024 and stayed pending the Securities Class Action, after production of nearly **2,000 pages** of documents[19](index=19&type=chunk)[20](index=20&type=chunk)[21](index=21&type=chunk) - Demanding Stockholders served litigation and Section 220 demands, resulting in **1,174 pages** of confidential company documents produced to Shumacher[24](index=24&type=chunk)[25](index=25&type=chunk) [B. Mediation](index=8&type=section&id=B.%20Mediation) Settling Parties engaged in extensive mediation, leading to agreements on corporate governance reforms and attorneys' fees - An initial full-day, in-person mediation session was held on **March 25, 2024**, in New York City, facilitated by David Murphy, Esq[27](index=27&type=chunk) - Defendants produced **511 pages** of documents, and plaintiffs submitted detailed mediation statements with proposed reforms for internal controls and corporate governance[28](index=28&type=chunk) - An agreement in principle on settlement terms, including corporate governance reforms, was reached on **December 12, 2024**, with an MOU signed on **January 10, 2025**[34](index=34&type=chunk) - A separate agreement on attorneys' fees and expenses was reached on **April 14, 2025**, based on a double-blind recommendation from the Mediator[35](index=35&type=chunk) [C. The Settling Parties Agree That the Settlement Confers Substantial Benefits Upon and Serves the Best Interests of the Company and Its Stockholders](index=11&type=section&id=C.%20The%20Settling%20Parties%20Agree%20That%20the%20Settlement%20Confers%20Substantial%20Benefits%20Upon%20and%20Serves%20the%20Best%20Interests%20of%20the%20Company%20and%20Its%20Stockholders) Settling Stockholders, recognizing litigation risks, determined the proposed settlement with corporate governance reforms is in Okta's best interest - Settling Stockholders asserted claims for Exchange Act violations and breach of fiduciary duty regarding alleged misstatements about the Auth0 Inc. merger and ineffective cybersecurity controls[36](index=36&type=chunk)[37](index=37&type=chunk) - The settlement decision was based on recognizing litigation expense, time, uncertainty, proof problems, and substantial benefits from proposed corporate governance reforms[38](index=38&type=chunk)[41](index=41&type=chunk) - Extensive investigation included reviewing SEC filings, public statements, analyst reports, corporate governance documents, related pleadings, nearly **2,000 pages** of confidential Okta documents, and expert consultation[39](index=39&type=chunk)[40](index=40&type=chunk) [D. Defendants' Denials of Wrongdoing](index=14&type=section&id=D.%20Defendants%27%20Denials%20of%20Wrongdoing) Settling Defendants denied all wrongdoing and liability, asserting proper conduct, and settled to avoid protracted litigation without admitting fault - Settling Defendants denied all allegations of wrongdoing, fault, liability, and/or damage, including violations of federal/Delaware law and breach of fiduciary duty[43](index=43&type=chunk) - Defendants believe they acted properly at all times and that the complaints and demands lacked merit[43](index=43&type=chunk) - The settlement was entered into to avoid the uncertainty, risks, and expense of protracted litigation, without admitting any wrongdoing[44](index=44&type=chunk) [II. Terms of Stipulation and Agreement of Settlement](index=15&type=section&id=II.%20TERMS%20OF%20STIPULATION%20AND%20AGREEMENT%20OF%20SETTLEMENT) This section details the formal terms of the settlement, including definitions, corporate governance reforms, fees, court approval, released claims, and effectiveness conditions [A. Introduction](index=15&type=section&id=A.%20Introduction) This introduction formally stipulates the agreement to resolve Derivative Matters and Released Claims, subject to Court approval, and defines key terms - The Stipulation aims to fully and finally resolve Released Claims and dismiss Derivative Matters with prejudice, subject to Court approval[46](index=46&type=chunk) - Key terms defined include 'Current Okta Stockholder,' 'Derivative Matters' (all related legal actions), and 'Reforms' (corporate governance changes)[48](index=48&type=chunk)[50](index=50&type=chunk)[59](index=59&type=chunk) - The 'Fee and Expense Amount' is defined as **$2,250,000** for Settling Stockholders' Counsel, subject to Court approval[51](index=51&type=chunk) - 'Released Claims' encompass all claims asserted or assertable in Derivative Matters by Settling Stockholders or Current Okta Stockholders, with exclusions for Securities Class Action claims and insurance rights[61](index=61&type=chunk)[62](index=62&type=chunk) [B. Settlement of the Derivative Matters](index=20&type=section&id=B.%20Settlement%20of%20the%20Derivative%20Matters) This section details the settlement's core, outlining the Board's agreement to adopt and maintain significant corporate governance and internal control reforms for at least five years [A. Insider Trading Policy](index=21&type=section&id=A.%20Insider%20Trading%20Policy) Okta will file and post its Insider Trading Policy, reviewed annually by the Audit Committee, requiring pre-approval or Rule 10b5-1 plans for Director and Section 16 Officer trades - Okta will file its Insider Trading Policy and Special Trading Procedures as Form 10-K exhibits and post them on its Investor Relations website[74](index=74&type=chunk) - The Audit Committee, with the Chief Legal Officer, will review the Insider Trading Policy annually, requiring all Director and Section 16 Officer trades to be under Rule 10b5-1 plans or pre-approved[76](index=76&type=chunk) - Rule 10b5-1 plans for Directors/Section 16 Officers require **45-day** advance approval, public reporting, a minimum length of **six months**, and cannot be cancelled or modified during blackout periods or with material non-public information[76](index=76&type=chunk)[77](index=77&type=chunk) [B. Disclosure Committee](index=23&type=section&id=B.%20Disclosure%20Committee) Okta will amend its Disclosure Committee charter to require quarterly reports to the Audit Committee, ensure full access to company records, and maintain meeting records for five years - Okta will amend its Disclosure Committee charter to require **quarterly reports** to the Audit Committee, including disclosure concerns[78](index=78&type=chunk) - The Disclosure Committee will have full access to all Company books, records, facilities, personnel, and independent auditors[78](index=78&type=chunk) - The committee will work with the Audit Committee to ensure timely and accurate public disclosure of material information regarding acquired company integration, employee data, security breaches, cybersecurity risk management, financial results, and internal control efficacy[78](index=78&type=chunk)[79](index=79&type=chunk) - The Disclosure Committee shall maintain meeting records (minutes and materials) for at least **five years**[80](index=80&type=chunk) [C. Audit Committee](index=24&type=section&id=C.%20Audit%20Committee) The Audit Committee will adopt procedures to oversee internal controls, review earnings call scripts, pre-approve SEC filings, and coordinate cybersecurity oversight with the Cybersecurity Risk Committee - The Audit Committee will adopt procedures to oversee internal controls, review draft earnings call scripts, obtain management input on periodic reporting, and pre-approve Form 10-Qs and 10-Ks[81](index=81&type=chunk)[82](index=82&type=chunk) - The committee will review the Code of Conduct annually, obtain **quarterly compliance updates** from the Chief Legal Officer/Chief Compliance Officer, and receive regular Board reports on Cybersecurity Risk Committee meetings[82](index=82&type=chunk) - It will coordinate with the Cybersecurity Risk Committee to oversee Okta's cybersecurity and data privacy programs, including risk management, and receive **quarterly updates** from Internal Audit and Legal teams[82](index=82&type=chunk) - At least one member of the Audit Committee must be an SEC-defined 'financial expert'[83](index=83&type=chunk) [D. Cybersecurity Risk Committee](index=26&type=section&id=D.%20Cybersecurity%20Risk%20Committee) Okta will add the Cybersecurity Risk Committee to its corporate governance chart, ensuring it meets at least quarterly, maintains minutes, and obtains regular reports on cybersecurity programs and risks - Okta will add the Cybersecurity Risk Committee and its members to the corporate governance chart on its Investor Relations website[84](index=84&type=chunk) - The Cybersecurity Risk Committee will meet at least **quarterly**, maintain written minutes, and obtain **quarterly reports** from management on Okta's cybersecurity program, risks, cyberattacks, and data protection[84](index=84&type=chunk) - The committee will report to the Board or consult with the Audit Committee on IT and cybersecurity systems affecting internal controls, and meet with the Chief Security Officer at least **quarterly** to oversee risk management and program enhancements[84](index=84&type=chunk)[85](index=85&type=chunk) [E. Cybersecurity Disclosures](index=28&type=section&id=E.%20Cybersecurity%20Disclosures) Okta will assess and disclose material cybersecurity incidents on Form 8-K within four business days of materiality determination, and detail risk management processes in its Annual Report on Form 10-K - For Form 8-K, Okta will assess incident materiality without unreasonable delay, disclosing material incidents within **four business days** of determination, describing nature, scope, timing, and impact[87](index=87&type=chunk) - Amendments to Form 8-K will be filed within **four business days** if required information is undetermined or unavailable at initial filing[87](index=87&type=chunk) - In its Annual Report on Form 10-K, Okta will disclose processes for assessing and managing material cybersecurity risks, risk descriptions, Board oversight, and management's role[89](index=89&type=chunk) [F. Chief Security Officer](index=29&type=section&id=F.%20Chief%20Security%20Officer) The Chief Security Officer (CSO) will meet with the Cybersecurity Risk Committee at least quarterly and report annually on Okta's cybersecurity program effectiveness and risk mitigation - The Chief Security Officer (CSO) shall meet with the Cybersecurity Risk Committee at least **quarterly**[88](index=88&type=chunk) - The CSO will report to the Cybersecurity Risk Committee at least **annually** on Okta's cybersecurity program effectiveness, risk mitigation, attack controls, resiliency plans, and program enhancements[88](index=88&type=chunk)[90](index=90&type=chunk) [G. Chief Compliance Officer ("CCO")](index=30&type=section&id=G.%20Chief%20Compliance%20Officer%20%28%22CCO%22%29) The Chief Compliance Officer (CCO) will oversee Okta's global ethics and compliance program, including policy administration, ethics concerns, and quarterly updates to the Audit Committee - The Chief Compliance Officer (CCO) shall oversee Okta's global ethics and compliance program, including administration of policies like the Code of Conduct and Anti-Corruption Policy[91](index=91&type=chunk)[92](index=92&type=chunk) - The CCO's responsibilities include fostering compliance, overseeing the reporting hotline, investigating ethics concerns, and updating the Audit Committee at least **quarterly** on ethics and compliance matters[92](index=92&type=chunk)[93](index=93&type=chunk) - Specific duties include evaluating program goals, annual review and Audit Committee sign-off of the Code of Conduct, evaluating compliance risks, overseeing whistleblower complaints, and managing ethics and compliance training[93](index=93&type=chunk)[94](index=94&type=chunk) [H. Clawback Policy](index=31&type=section&id=H.%20Clawback%20Policy) Okta will maintain its Compensation Clawback Policy for at least the duration of the five-year Commitment Term - Okta will maintain its Compensation Clawback Policy for at least the **five-year** Commitment Term[94](index=94&type=chunk) [I. Board Updates](index=31&type=section&id=I.%20Board%20Updates) Okta's Chief Security Officer and/or relevant management will report to the Board or a committee quarterly on material Company developments, including acquired company integration, cybersecurity, and financial performance - Okta's Chief Security Officer and/or relevant management will report to the Board or a committee **quarterly** on material Company developments[95](index=95&type=chunk) - These updates will cover acquired company integration, headcounts, cybersecurity breaches, data security policies, financial performance, and internal control efficacy[95](index=95&type=chunk)[218](index=218&type=chunk) [J. Director Independence](index=31&type=section&id=J.%20Director%20Independence) The Nominating and Corporate Governance Committee will review its internal processes to enhance independent director candidate selection and retain an independent search company - The Nominating and Corporate Governance Committee will review its internal processes to enhance the independent director candidate process[96](index=96&type=chunk) - The committee will retain an independent search company to assist in identifying and nominating new directors and will identify objective criteria for candidate selection[96](index=96&type=chunk) [2.3 Previously Implemented Reforms Influenced by Derivative Matters](index=31&type=section&id=2.3%20Additionally%2C%20the%20Settling%20Defendants%20acknowledge%20that%20the%20Derivative%20Matters%20and%2For%20Settling%20Stockholders%27%20litigation%20and%20settlement%20efforts%20in%20the%20Derivative%20Matters%20were%20a%20substantial%20factor%20in%20implementing%20the%20following%20Reforms%3A) The Derivative Matters significantly influenced the Board's amendments to Corporate Governance Guidelines, Committee Charters, and the establishment of the Cybersecurity Risk Committee and Clawback Policy - The Derivative Matters substantially influenced the Board's amendments to Corporate Governance Guidelines (**September 14, 2023**), Nominating and Corporate Governance Committee Charter (**September 14, 2023**), and Compensation Committee Charter (**June 22, 2023**)[97](index=97&type=chunk)[98](index=98&type=chunk) - The establishment of the Board-level Cybersecurity Risk Committee (**December 14, 2023**) and adoption of the Compensation Clawback Policy (**October 2, 2023**) were also influenced by the Derivative Matters[98](index=98&type=chunk) [2.4 Settlement Review Committee Approval](index=32&type=section&id=2.4%20This%20Stipulation%20and%20the%20Reforms%20have%20been%20approved%20by%20the%20Settlement%20Review%20Committee%20as%20in%20the%20best%20interest%20of%20Okta%20and%20Current%20Okta%20Stockholders%2E) Okta's Settlement Review Committee approved the Stipulation and Reforms, affirming they are in the best interest of Okta and its Current Stockholders - The Stipulation and Reforms have been approved by Okta's Settlement Review Committee, affirming they are in the best interest of Okta and Current Okta Stockholders[99](index=99&type=chunk) - The Board agrees to adopt and maintain corporate governance, oversight, and internal controls Reforms for a minimum of **five years** ('Commitment Term') following Final Judgment[73](index=73&type=chunk) - Settling Parties acknowledge that Settling Stockholders' litigation and settlement efforts substantially influenced the Board's agreement to adopt these Reforms[72](index=72&type=chunk) - The Reforms have been approved by Okta's Settlement Review Committee as being in the best interest of Okta and Current Okta Stockholders[99](index=99&type=chunk) [C. Settling Stockholders' Counsel's Fee and Expense Amount and Settling Stockholders' Service Awards](index=32&type=section&id=C.%20Settling%20Stockholders%27%20Counsel%27s%20Fee%20and%20Expense%20Amount%20and%20Settling%20Stockholders%27%20Service%20Awards) Settling Parties agreed to **$2,250,000** for attorneys' fees and expenses, and **$3,000** service awards per Settling Stockholder, all subject to Court approval Settlement Financials | Item | Amount | | :-------------------------------- | :------------- | | Attorneys' Fees and Expense Reimbursement | $2,250,000 | | Service Award (per Settling Stockholder) | $3,000 | - The Fee and Expense Amount is subject to Court approval and will be deposited by Okta's Insurers into an escrow account within **twenty business days** of the Preliminary Approval Order[100](index=100&type=chunk) - Settling Stockholders' Counsel will allocate the Fee and Expense Amount among themselves, with any disputes resolved by the Mediator[102](index=102&type=chunk) - Any order or appeal solely related to the Fee and Expense Amount or Service Awards will not affect the Settlement's finality[103](index=103&type=chunk) [D. Settlement Procedure and Notice](index=34&type=section&id=D.%20Settlement%20Procedure%20and%20Notice) This section outlines the procedural steps for Court approval, including preliminary approval, stockholder notice, a Settlement Hearing, and dismissal of related actions - Plaintiffs in the California Federal Action will submit the Stipulation for a Preliminary Approval Order within **seven calendar days** of execution[105](index=105&type=chunk) - Okta will provide notice to Current Okta Stockholders within **ten business days** of the Preliminary Approval Order via its Investor Relations website, a press release, and a Form 8-K filing[105](index=105&type=chunk) - A Settlement Hearing will be held at least **forty-five calendar days** after notice is provided to approve the Settlement and dismiss all claims[107](index=107&type=chunk) - Upon the Judgment becoming Final, the Delaware Federal Actions and Delaware Chancery Action will be dismissed with prejudice, and Demanding Stockholders will withdraw their demands[108](index=108&type=chunk) [E. Releases](index=35&type=section&id=E.%20Releases) Upon the Effective Date, Settling Stockholders and Current Okta Stockholders will release 'Released Claims' against 'Released Persons,' who will concurrently release Settling Stockholders and counsel - Upon the Effective Date, Settling Stockholders (on their own behalf and derivatively for Okta) and all Current Okta Stockholders will fully and finally release all 'Released Claims' against 'Released Persons' and be enjoined from prosecuting them[109](index=109&type=chunk) - Upon the Effective Date, each 'Released Person' will fully and finally release Settling Stockholders and their Counsel from all claims arising from the Derivative Matters or Released Claims[111](index=111&type=chunk) - The Settling Parties expressly waive the provisions, rights, and benefits conferred by California Civil Code Section 1542 or any similar law regarding unknown claims[70](index=70&type=chunk) [F. Conditions of Settlement, Effect of Disapproval, Cancellation or Termination](index=36&type=section&id=F.%20Conditions%20of%20Settlement%2C%20Effect%20of%20Disapproval%2C%20Cancellation%20or%20Termination) The settlement's effectiveness is contingent upon committee approval, court judgment, finality, dismissal of related actions, and fee payment; failure results in termination - The Settlement's effectiveness is conditional upon Okta's Settlement Review Committee approval, Court Judgment entry, Judgment finality, dismissal of Delaware Federal and Chancery Actions, and Fee and Expense Amount payment[113](index=113&type=chunk)[114](index=114&type=chunk) - If any conditions are not met, the Stipulation will be canceled and terminated, unless mutually agreed otherwise by counsel for the Settling Parties[115](index=115&type=chunk) - In case of cancellation, the Stipulation becomes null and void, and parties are restored to their original positions as of the Stipulation date[157](index=157&type=chunk) [G. Miscellaneous Provisions](index=37&type=section&id=G.%20Miscellaneous%20Provisions) This section includes standard legal clauses ensuring good faith, clarifying no admission of wrongdoing, outlining Stipulation use in future actions, and specifying governing law - The Settling Parties agree to act in good faith and cooperate to effectuate and implement the terms of the Stipulation[116](index=116&type=chunk) - The Settlement is not an admission by any Settling Party as to the merits of any claim, allegation, or defense, nor is it evidence of fault, wrongdoing, or liability[117](index=117&type=chunk)[119](index=119&type=chunk)[132](index=132&type=chunk) - The Stipulation and/or Judgment may be filed by Released Persons in any action to support a defense based on principles of res judicata, collateral estoppel, or similar defenses[120](index=120&type=chunk) - The Stipulation and its Exhibits constitute the entire agreement, and the rights and obligations of the parties shall be governed by the internal, substantive laws of the State of Delaware[122](index=122&type=chunk)[129](index=129&type=chunk) [Exhibit A: Preliminary Approval Order](index=47&type=section&id=Exhibit%20A) This exhibit is the proposed court order granting preliminary approval of the settlement, setting the Settlement Hearing, approving notice, and outlining objection deadlines - The Court preliminarily approves the Settlement set forth in the Stipulation, including the dismissal with prejudice of the California Federal Action[145](index=145&type=chunk) - A Settlement Hearing is scheduled to determine if the Settlement is fair, reasonable, and adequate, and to approve the payment of the Fee and Expense Amount and Service Awards[146](index=146&type=chunk) - The Long Form Notice and Summary Notice are approved, and their distribution method is deemed to satisfy Rule 23.1 and due process requirements[146](index=146&type=chunk) - Okta is authorized to post the Long Form Notice and Stipulation on its Investor Relations website, issue a press release, and file them as Form 8-K exhibits within **ten business days**[148](index=148&type=chunk) - An Objection Deadline is set for **fourteen calendar days** prior to the Settlement Hearing, requiring written objections to be filed with the Court and sent to Settling Stockholders' Counsel[151](index=151&type=chunk) [Exhibit B: Notice of Pendency and Proposed Settlement of Derivative Matters (Long Form Notice)](index=54&type=section&id=Exhibit%20B) This detailed notice informs current Okta stockholders about the proposed settlement of derivative lawsuits, explaining litigation history, settlement terms, and objection instructions - The notice is directed to all current record and beneficial owners of Okta common stock as of **June 26, 2025**, informing them of the proposed settlement of the consolidated stockholder derivative action and related Derivative Matters[166](index=166&type=chunk) - The notice details the procedural history of the California Federal Action, Delaware Federal Actions, Delaware Chancery Action, Demanding Stockholder demands, and the mediation process leading to settlement[169](index=169&type=chunk)[173](index=173&type=chunk)[177](index=177&type=chunk)[181](index=181&type=chunk)[184](index=184&type=chunk)[186](index=186&type=chunk) - The principal settlement terms include Okta's agreement to adopt and maintain specific corporate governance, policies, procedures, and internal controls reforms for a minimum of **five years**, as detailed in ¶ 2.2 of the Stipulation[194](index=194&type=chunk)[197](index=197&type=chunk) - The settlement provides for **$2,250,000** in attorneys' fees and expense reimbursement for Settling Stockholders' Counsel and **$3,000** service awards for each Settling Stockholder, both subject to Court approval[223](index=223&type=chunk)[224](index=224&type=chunk) - Stockholders wishing to object must do so in writing by the Objection Deadline (**14 calendar days** prior to the Settlement Hearing), providing proof of stock ownership and detailed grounds for objection[232](index=232&type=chunk)[234](index=234&type=chunk)[237](index=237&type=chunk) [Exhibit C: Summary Notice of Proposed Settlement of Derivative Matters](index=83&type=section&id=Exhibit%20C) This condensed notice provides an overview of the proposed settlement, corporate governance reforms, and requested fees, directing stockholders to the full Stipulation and Long Form Notice for details and objection procedures - This Summary Notice informs current Okta stockholders of the proposed derivative lawsuit settlement, including Okta's adoption and maintenance of corporate governance and internal controls reforms[248](index=248&type=chunk) - The Reforms and Stipulation were approved by Okta's Settlement Review Committee and are deemed fair, reasonable, adequate, and in the best interests of the Company and its stockholders[248](index=248&type=chunk)[249](index=249&type=chunk) Settlement Financials (Summary) | Item | Amount | | :-------------------------------- | :------------- | | Attorneys' Fees and Expense Amount | $2,250,000 | | Service Awards (for Settling Stockholders) | Requested | - A Settlement Hearing will be held to consider final approval of the Settlement, the Fee and Expense Amount, and Service Awards; stockholders may object in writing by a specified deadline[250](index=250&type=chunk)[251](index=251&type=chunk)[254](index=254&type=chunk) [Exhibit D: Final Judgment and Order of Dismissal with Prejudice](index=88&type=section&id=Exhibit%20D) This exhibit is the proposed final court order approving the settlement, dismissing the California Federal Action and Released Claims, confirming fee payments, and finding adequate notice and good faith negotiation - The Court finds the Settlement provides substantial benefits to Okta, is fair, reasonable, adequate, and in the best interests of Current Okta Stockholders, and is finally approved[270](index=270&type=chunk) - Upon the Effective Date, the California Federal Action and all Released Claims are dismissed with prejudice, and all Settling Stockholders and Current Okta Stockholders are deemed to have released Released Claims against Released Persons[271](index=271&type=chunk)[283](index=283&type=chunk) - The Court finds that notice to Current Okta Stockholders was adequate and complied with due process, and that the Stipulation was negotiated at arm's length and in good faith, with all parties complying with Rule 11[267](index=267&type=chunk)[269](index=269&type=chunk)[280](index=280&type=chunk) - The Fee and Expense Amount and Service Awards, as set forth in the Stipulation, are approved[281](index=281&type=chunk) - The Court retains continuing jurisdiction over the implementation and enforcement of the Settlement[282](index=282&type=chunk)

Truist：将Okta的目标价从100美元上调至125美元，评级从"持有"上调至"买入"。(格隆汇) ...

Core Viewpoint - Okta Inc's stock is experiencing positive momentum ahead of its earnings report, with an upgrade from Truist Securities indicating potential for earnings and revenue growth in the second half of the year [1][2]. Group 1: Stock Performance - Okta's shares rose by 1.7% to $93.62 as investors anticipate the upcoming earnings report [1]. - The stock is on track for its third consecutive weekly gain, maintaining a 17.2% year-to-date increase despite earlier volatility [2]. - The stock has found support at the $90 level after experiencing significant price fluctuations this year [2]. Group 2: Analyst Ratings - Analysts are divided on Okta's performance post-earnings report, with 24 firms maintaining a "buy" or better rating, while 18 firms are more cautious with "hold" or worse ratings [3]. Group 3: Options Trading Activity - Options traders are betting on the stock's underperformance, with a notable increase in put options volume, reaching 4,400 contracts, which is double the usual amount [4]. - The most popular put option is the weekly August 65-strike, indicating a bearish sentiment among traders [4]. Group 4: Long-term Confidence - Despite short-term bearish sentiment, traders show long-term confidence in Okta, as evidenced by a high 50-day call/put volume ratio of 3.97, ranking above 93% of readings from the past year [5].

Okta, Inc. OKTA will release financial results for the second quarter after the closing bell on Tuesday, Aug. 26.Analysts expect the San Francisco, California-based company to report quarterly earnings at 85 cents per share, up from 72 cents per share in the year-ago period. Okta projects to report quarterly revenue at $711.84 million, compared to $646 million a year earlier, according to data from Benzinga Pro.On Aug. 14, Okta announced the appointment of David Schellhase and Mary Agnes Wilderotter to the ...

Core Insights - Okta and SentinelOne are significant players in the enterprise security software market, with Okta focusing on cloud-based identity solutions and SentinelOne on endpoint security and threat detection [1][2] Industry Overview - Gartner projects enterprise spending on cybersecurity software and network security to grow by 14% in 2025, reaching $118.5 billion, driven by demand for Generative AI and cloud adoption [2] - IDC anticipates global cybersecurity spending to increase by 12.2% year-over-year in 2025, with security software spending expected to grow by 14.4% year-over-year [2] Okta's Performance - Okta's innovative portfolio includes AI-powered capabilities and a strong demand for new products, leading to a customer base of approximately 20,000 as of Q1 FY26 [4][6] - The company has over 7,000 integrations with various applications and IT infrastructure providers [4] - Subscription revenue for Q2 FY26 is estimated at $697 million, reflecting a 10.3% growth from the previous year [7] - Okta's shares have appreciated by 16.5% year-to-date, outperforming SentinelOne [13] SentinelOne's Performance - SentinelOne's Singularity platform offers comprehensive security solutions, with significant growth driven by its AI and automation capabilities [8] - The Purple AI component saw triple-digit quarterly bookings growth year-over-year in Q1 FY26, with an attach rate exceeding 25% [9] - The company is in the process of acquiring Prompt Security to enhance its AI-native platform [10] - SentinelOne's shares have declined by 23.9% year-to-date [13] Valuation and Market Position - Okta's forward 12-month Price/Sales ratio is 5.22X, while SentinelOne's is lower at 4.99X [17] - Both companies are considered overvalued, with Okta holding a Zacks Rank 3 (Hold) and SentinelOne a Zacks Rank 4 (Sell) [16][21]

Core Insights - Okta (OKTA) is expected to report second-quarter fiscal 2026 results on August 26, with anticipated non-GAAP earnings between 83-84 cents per share and revenues projected at $710-$712 million, reflecting a year-over-year growth of 10% [1][9] Financial Performance - The Zacks Consensus Estimate for earnings has remained steady at 84 cents per share, indicating a year-over-year growth of 16.7%, while the revenue consensus is pegged at $711 million, showing an increase of 10.1% from the previous year [2] - Okta has consistently beaten the Zacks Consensus Estimate in the last four quarters, with an average earnings surprise of 13.53% [2] Business Growth Factors - Okta's expanding product portfolio, particularly in security and identity governance, is expected to drive client acquisition and revenue growth, with approximately 20,000 customers reported at the end of the first quarter of fiscal 2026 [3] - The number of customers with over $100,000 in Annual Contract Value increased by 70 sequentially to 4,870, indicating strong subscription revenue growth [3] - New product momentum, including offerings like Identity Governance and Identity Threat Protection with Okta AI, is anticipated to contribute positively to the upcoming quarter's performance [4] Strategic Partnerships - Okta benefits from a robust partner ecosystem, including major companies like Amazon Web Services, Microsoft, and Salesforce, with over 7,000 integrations with various applications and IT infrastructure providers [5][17] Market Position and Competition - Despite strong growth, Okta faces challenges from sluggish federal business and competition from Microsoft and other enterprise security providers like SentinelOne and Cisco [6] - Year-to-date, Okta shares have increased by 13.9%, outperforming the Zacks Computer & Technology sector and the Zacks Security industry [7] Valuation Insights - Okta's stock is currently considered overvalued, with a Value Score of D, and a forward 12-month Price/Sales ratio of 5.22X, higher than competitors like SentinelOne and Cisco [11] - For fiscal 2026, Okta expects revenues between $2.85 billion and $2.86 billion, indicating a growth of 9-10% from fiscal 2025 [16] Financial Health - Okta ended the first quarter of fiscal 2026 with $2.73 billion in cash and investments, with net cash provided by operations at $241 million and free cash flow at $238 million, raising free cash flow margin guidance to approximately 27% for fiscal 2026 [18]