Group 1 - Michael Wiggins De Oliveira is an inflection investor, focusing on buying undervalued companies at pivotal moments when their profitability is expected to improve significantly over the next year [1] - The investment strategy emphasizes technology and the Great Energy Transition, including uranium, with a concentrated portfolio of approximately 15 to 20 stocks and an average holding period of 18 months [1] - Michael has over 10 years of experience analyzing companies in tech and energy sectors, and has built a following of over 40,000 on Seeking Alpha [2] Group 2 - The Investing Group Deep Value Returns, led by Michael, offers insights through its concentrated portfolio of value stocks, timely updates on stock picks, and a weekly webinar for live advice [3] - The group provides "hand-holding" support for both new and experienced investors, fostering an active and kind community accessible via chat [3]

Group 1 - Jefferies raised the target price for Okta from $100 to $105 while maintaining a "Hold" rating [1]

Core Viewpoint - Okta reported strong Q2 FY2026 earnings, exceeding analyst expectations in both revenue and adjusted earnings per share, leading to a significant stock price increase [1] Financial Performance - Revenue for Q2 FY2026 was $728 million, a 13% year-over-year increase, surpassing analyst expectations of $711.8 million [1] - Subscription revenue grew by 12% to $711 million [1] - Adjusted earnings per share were $0.91, exceeding the expected $0.84 [1] - Remaining performance obligations or subscription backlog increased by 18% to $4.15 billion [1] Future Guidance - For Q3 FY2026, Okta expects revenue between $728 million and $730 million, with adjusted earnings per share between $0.74 and $0.75, compared to analyst expectations of $721.3 million and $0.75 [1] - The company raised its FY2026 revenue guidance to a range of $2.88 billion to $2.89 billion, with adjusted earnings per share projected between $3.33 and $3.38, against analyst expectations of $2.86 billion and $3.27 [1]

Core Points - A federal court has authorized a settlement regarding a derivative lawsuit involving Okta, Inc., which will include the adoption of corporate governance reforms [1][2] - The settlement is deemed fair and reasonable by the Settling Parties, and it is expected to benefit both the company and its stockholders [2] - A fee of $2,250,000 for attorneys' fees and expenses has been agreed upon, which the Settling Defendants will not oppose [3] Settlement Hearing - A Settlement Hearing is scheduled for October 24, 2025, where the court will evaluate the fairness and adequacy of the settlement [4] - Current Okta stockholders have the option to appear at the hearing and voice objections, but must follow specific procedures to do so [5][6] - Written objections must be filed with the court at least 14 days prior to the hearing to be considered [7][8] Additional Information - The Stipulation and its details can be accessed on Okta's Investor Relations page [9] - Inquiries regarding the settlement should be directed to Settling Stockholders' Counsel, not the court [10]

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This part provides Okta, Inc.'s unaudited financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures for the reported periods [Item 1. Financial Statements (unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) This section presents Okta, Inc.'s unaudited condensed consolidated financial statements and notes for the reported periods [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) | Metric | July 31, 2025 (millions) | January 31, 2025 (millions) | | :-------------------------------- | :----------------------- | :-------------------------- | | **Assets** | | | | Cash and cash equivalents | $876 | $409 | | Short-term investments | $1,982 | $2,114 | | Accounts receivable, net | $417 | $621 | | Total current assets | $3,566 | $3,416 | | Total assets | $9,550 | $9,437 | | **Liabilities & Equity** | | | | Convertible senior notes, net (current) | $859 | $509 | | Deferred revenue (current) | $1,550 | $1,691 | | Total current liabilities | $2,647 | $2,523 | | Total liabilities | $2,796 | $3,032 | | Total stockholders' equity | $6,754 | $6,405 | - Total assets increased to **$9,550 million** as of July 31, 2025, from **$9,437 million** as of January 31, 2025, primarily driven by an increase in cash and cash equivalents[10](index=10&type=chunk) - Current convertible senior notes increased significantly to **$859 million** from **$509 million**, reflecting upcoming maturities[10](index=10&type=chunk) [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) | Metric | Three Months Ended July 31, 2025 (millions) | Three Months Ended July 31, 2024 (millions) | Six Months Ended July 31, 2025 (millions) | Six Months Ended July 31, 2024 (millions) | | :------------------------------------ | :---------------------------------------- | :---------------------------------------- | :--------------------------------------- | :--------------------------------------- | | Total revenue | $728 | $646 | $1,416 | $1,263 | | Gross profit | $560 | $491 | $1,093 | $960 | | Operating income (loss) | $41 | $(19) | $80 | $(66) | | Net income (loss) | $67 | $29 | $129 | $(11) | | Net income (loss) per share, basic | $0.38 | $0.18 | $0.74 | $(0.06) | | Net income (loss) per share, diluted | $0.37 | $0.15 | $0.72 | $(0.06) | - Total revenue increased by **12.7% YoY** for the three months ended July 31, 2025, and by **12.1% YoY** for the six months ended July 31, 2025[13](index=13&type=chunk) - The company achieved net income of **$67 million** for the three months ended July 31, 2025, a significant improvement from **$29 million** in the prior year, and **$129 million** for the six months, reversing a net loss of **$11 million**[13](index=13&type=chunk) [Condensed Consolidated Statements of Comprehensive Income (Loss)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) | Metric | Three Months Ended July 31, 2025 (millions) | Three Months Ended July 31, 2024 (millions) | Six Months Ended July 31, 2025 (millions) | Six Months Ended July 31, 2024 (millions) | | :------------------------------------ | :---------------------------------------- | :---------------------------------------- | :--------------------------------------- | :--------------------------------------- | | Net income (loss) | $67 | $29 | $129 | $(11) | | Other comprehensive income (loss) | $(4) | $10 | $13 | $(1) | | Comprehensive income (loss) | $63 | $39 | $142 | $(12) | - Comprehensive income for the three months ended July 31, 2025, was **$63 million**, up from **$39 million** in the prior year, and **$142 million** for the six months, a significant improvement from a **$12 million loss**[16](index=16&type=chunk) [Condensed Consolidated Statements of Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) | Metric | As of July 31, 2025 (millions) | As of January 31, 2025 (millions) | | :-------------------------------- | :----------------------------- | :------------------------------ | | Total stockholders' equity | $6,754 | $6,405 | | Additional paid-in capital | $9,426 | $9,219 | | Accumulated deficit | $(2,673) | $(2,802) | - Total stockholders' equity increased to **$6,754 million** as of July 31, 2025, from **$6,405 million** as of January 31, 2025, driven by net income and stock-based compensation[20](index=20&type=chunk) - Stock-based compensation contributed **$128 million** and **$147 million** to additional paid-in capital for the periods ended April 30, 2025, and July 31, 2025, respectively[20](index=20&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) | Metric | Six Months Ended July 31, 2025 (millions) | Six Months Ended July 31, 2024 (millions) | | :------------------------------------ | :---------------------------------------- | :---------------------------------------- | | Net cash provided by operating activities | $408 | $305 | | Net cash provided by (used in) investing activities | $118 | $(38) | | Net cash used in financing activities | $(67) | $(87) | | Net increase in cash, cash equivalents and restricted cash | $469 | $180 | | Cash, cash equivalents and restricted cash at end of period | $884 | $522 | - Net cash provided by operating activities increased by **$103 million** to **$408 million** for the six months ended July 31, 2025, compared to the prior year[24](index=24&type=chunk) - Investing activities shifted from a net cash outflow of **$38 million** in 2024 to a net cash inflow of **$118 million** in 2025, primarily due to higher proceeds from maturities and sales of available-for-sale securities[24](index=24&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) [1. Overview and Basis of Presentation](index=10&type=section&id=1.%20Overview%20and%20Basis%20of%20Presentation) - Okta, Inc. operates as a leading independent identity partner, providing cloud-based identity solutions through its Okta Platform and Auth0 Platform[28](index=28&type=chunk) - The company operates as one reportable segment, utilizing a SaaS business model with revenue primarily from multi-year subscriptions[33](index=33&type=chunk) [2. Accounting Standards and Significant Accounting Policies](index=11&type=section&id=2.%20Accounting%20Standards%20and%20Significant%20Accounting%20Policies) - The company will adopt new FASB guidance on disaggregated income tax disclosures in its Annual Report on Form 10-K for the year ended January 31, 2026[41](index=41&type=chunk) - New FASB guidance requiring disaggregated income statement expense information disclosure is effective for annual periods beginning after December 15, 2026, and is currently being evaluated for impact[42](index=42&type=chunk) [3. Restructuring and Other Charges](index=11&type=section&id=3.%20Restructuring%20and%20Other%20Charges) - The 2025 Restructuring Plan, involving a reduction of approximately **180 full-time employees**, was substantially complete by Q1 fiscal 2026, with **$11 million** in restructuring costs recognized in Q4 fiscal 2025[43](index=43&type=chunk) | Metric | (dollars in millions) | | :-------------------------------- | :-------------------- | | Balance as of January 31, 2025 | $11 | | Restructuring charges | $0 | | Cash payments | $(11) | | Balance as of July 31, 2025 | $0 | [4. Cash Equivalents and Investments](index=11&type=section&id=4.%20Cash%20Equivalents%20and%20Investments) | Category | As of July 31, 2025 (millions) | As of January 31, 2025 (millions) | | :-------------------------------- | :----------------------------- | :------------------------------ | | Money market funds (Level 1) | $654 | $225 | | Certificates of deposit (Level 2) | $34 | $23 | | U.S. treasury securities (Level 2) | $6 | $0 | | Total cash equivalents | $694 | $248 | | Short-term investments (Available-for-sale) | $1,982 | $2,114 | | Total | $2,676 | $2,362 | - Strategic investments in privately-held companies, classified as Level 3, increased to **$33 million** as of July 31, 2025, from **$30 million** as of January 31, 2025[49](index=49&type=chunk) [5. Deferred Commissions](index=12&type=section&id=5.%20Deferred%20Commissions) | Metric | Three Months Ended July 31, 2025 (millions) | Three Months Ended July 31, 2024 (millions) | Six Months Ended July 31, 2025 (millions) | Six Months Ended July 31, 2024 (millions) | | :------------------------------------ | :---------------------------------------- | :---------------------------------------- | :--------------------------------------- | :--------------------------------------- | | Sales commissions capitalized | $48 | $33 | $80 | $59 | | Amortization of contract costs | $40 | $32 | $76 | $62 | - Capitalized sales commissions increased by **45%** for the three months and **35.6%** for the six months ended July 31, 2025, compared to the prior year[50](index=50&type=chunk) [6. Deferred Revenue and Performance Obligations](index=13&type=section&id=6.%20Deferred%20Revenue%20and%20Performance%20Obligations) - Subscription revenue recognized from beginning deferred revenue balances was **$651 million** for the three months ended July 31, 2025, and **$1,144 million** for the six months, indicating consistent revenue recognition from prior periods[54](index=54&type=chunk) | Metric | As of July 31, 2025 (millions) | | :------------------------------------ | :----------------------------- | | Total remaining performance obligations (RPO) | $4,152 | | RPO expected to be recognized in next 12 months | $2,265 (55%) | [7. Convertible Senior Notes, Net](index=13&type=section&id=7.%20Convertible%20Senior%20Notes,%20Net) - The 2025 Notes (**$510 million** principal) and 2026 Notes (**$350 million** principal) are classified as current liabilities due to upcoming maturities on September 1, 2025, and June 15, 2026, respectively[57](index=57&type=chunk) | Note Type | Principal Amount (millions) | Net Carrying Amount as of July 31, 2025 (millions) | Net Carrying Amount as of January 31, 2025 (millions) | | :---------- | :-------------------------- | :--------------------------------------- | :--------------------------------------- | | 2025 Notes | $510 | $510 | $509 | | 2026 Notes | $350 | $349 | $349 | [8. Commitments and Contingencies](index=14&type=section&id=8.%20Commitments%20and%20Contingencies) - A class action lawsuit, In re Okta, Inc. Securities Litigation, was settled for **$60 million**, covered by D&O insurance and the company's **$10 million** retention, with final approval granted on November 19, 2024[63](index=63&type=chunk) - Derivative lawsuits related to cybersecurity controls and Auth0 integration were globally resolved with a non-monetary settlement and a **$2.25 million** fee award to plaintiffs' counsel, subject to final approval on October 24, 2025[72](index=72&type=chunk) [9. Employee Incentive Plans](index=15&type=section&id=9.%20Employee%20Incentive%20Plans) | Expense Category | Three Months Ended July 31, 2025 (millions) | Three Months Ended July 31, 2024 (millions) | Six Months Ended July 31, 2025 (millions) | Six Months Ended July 31, 2024 (millions) | | :------------------------------------ | :---------------------------------------- | :---------------------------------------- | :--------------------------------------- | :--------------------------------------- | | Cost of subscription revenue | $21 | $22 | $38 | $41 | | Research and development | $51 | $56 | $98 | $119 | | Sales and marketing | $35 | $36 | $67 | $66 | | General and administrative | $35 | $31 | $64 | $67 | | Total stock-based compensation expense | $144 | $148 | $272 | $299 | - Total unrecognized stock-based compensation expense was **$800 million** as of July 31, 2025, with a weighted-average remaining period of **1.9 years** for unvested RSUs[77](index=77&type=chunk) [10. Income Taxes](index=16&type=section&id=10.%20Income%20Taxes) | Period | Pretax Income (Loss) (millions) | Provision for (Benefit from) Income Taxes (millions) | Effective Tax Rate | | :------------------------------------ | :------------------------------ | :--------------------------------------------------- | :----------------- | | Three Months Ended July 31, 2025 | $67 | $0 | 0.5% | | Six Months Ended July 31, 2025 | $135 | $6 | 4.6% | | Three Months Ended July 31, 2024 | $12 | $(17) | (158.8)% | | Six Months Ended July 31, 2024 | $(10) | $1 | (2.5)% | - The 'One Big Beautiful Bill Act,' enacted July 4, 2025, resulted in a **$5 million** decrease to income tax expense for the three months ended July 31, 2025, primarily due to immediate expensing of domestic R&D expenditures[80](index=80&type=chunk)[84](index=84&type=chunk) - The company maintains a full valuation allowance on its U.S. deferred tax assets, but may release a significant portion in the foreseeable future if sufficient positive evidence of profitability emerges[163](index=163&type=chunk) [11. Net Income (Loss) Per Share](index=17&type=section&id=11.%20Net%20Income%20(Loss)%20Per%20Share) | Metric | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) per share, basic | $0.38 | $0.18 | $0.74 | $(0.06) | | Net income (loss) per share, diluted | $0.37 | $0.15 | $0.72 | $(0.06) | | Weighted-average shares, basic (thousands) | 175,460 | 168,612 | 174,827 | 168,045 | | Weighted-average shares, diluted (thousands) | 180,966 | 174,443 | 181,356 | 168,045 | - Potentially dilutive securities, including employee share-based awards and convertible senior notes, were excluded from diluted EPS calculations in certain periods if anti-dilutive[90](index=90&type=chunk) [12. Subsequent Events](index=18&type=section&id=12.%20Subsequent%20Events) - On August 25, 2025, Okta entered a definitive agreement to acquire Axiom Security Ltd, a privileged access management solutions company, expected to close in Q3 fiscal 2026 and financed with cash on hand, with no material impact on fiscal 2026 financial results[91](index=91&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=18&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Okta, Inc.'s financial condition, operational results, business model, key metrics, liquidity, and accounting estimates [Overview](index=19&type=section&id=Overview) - Okta, Inc. is a leading independent identity partner, offering Okta Platform and Auth0 Platform to securely connect users to technologies, supporting cloud adoption, remote work, and Zero Trust security models[96](index=96&type=chunk)[97](index=97&type=chunk) - The company's SaaS business model generates approximately **98%** of total revenue from multi-year subscriptions, with future growth potentially impacted by longer sales cycles[99](index=99&type=chunk)[100](index=100&type=chunk) - Cybersecurity incidents and global economic uncertainties (e.g., inflation, interest rates) have adversely affected, and could continue to affect, the company's reputation, customer relations, and financial results[102](index=102&type=chunk)[103](index=103&type=chunk) [Components of Results of Operations](index=20&type=section&id=Components%20of%20Results%20of%20Operations) - Subscription revenue is primarily driven by customer count, users per customer, and solutions used, typically invoiced annually in advance[105](index=105&type=chunk) - Professional services revenue comes from implementation and optimization assistance, recognized as services are performed[106](index=106&type=chunk) - Cost of subscription revenue includes hosting fees, employee-related costs for infrastructure and support, and amortization of capitalized software, with ongoing investments expected to improve gross margin over time[108](index=108&type=chunk)[109](index=109&type=chunk)[112](index=112&type=chunk) [Results of Operations](index=22&type=section&id=Results%20of%20Operations) | Metric | Three Months Ended July 31, 2025 (%) | Three Months Ended July 31, 2024 (%) | Six Months Ended July 31, 2025 (%) | Six Months Ended July 31, 2024 (%) | | :------------------------------------ | :----------------------------------- | :----------------------------------- | :--------------------------------- | :--------------------------------- | | Subscription Revenue | 98% | 98% | 98% | 98% | | Professional Services and Other Revenue | 2% | 2% | 2% | 2% | | Total Revenue | 100% | 100% | 100% | 100% | | Gross Profit | 77% | 76% | 77% | 76% | | Operating Income (Loss) | 6% | (3)% | 6% | (5)% | | Net Income (Loss) | 9% | 5% | 9% | (1)% | - Net income as a percentage of total revenue improved significantly, reaching **9%** for both the three and six months ended July 31, 2025, compared to **5%** and **(1)%** in the prior year periods, respectively[125](index=125&type=chunk) [Comparison of the Three and Six Months Ended July 31, 2025 and 2024](index=24&type=section&id=Comparison%20of%20the%20Three%20and%20Six%20Months%20Ended%20July%2031,%202025%20and%202024) [Revenue](index=24&type=section&id=Revenue) | Revenue Type | Three Months Ended July 31, 2025 (millions) | Three Months Ended July 31, 2024 (millions) | $ Change | % Change | | :-------------------------- | :---------------------------------------- | :---------------------------------------- | :------- | :------- | | Subscription | $711 | $632 | $79 | 12% | | Professional services & other | $17 | $14 | $3 | 24% | | Total Revenue | $728 | $646 | $82 | 13% | | Revenue Type | Six Months Ended July 31, 2025 (millions) | Six Months Ended July 31, 2024 (millions) | $ Change | % Change | | :-------------------------- | :---------------------------------------- | :---------------------------------------- | :------- | :------- | | Subscription | $1,384 | $1,235 | $149 | 12% | | Professional services & other | $32 | $28 | $4 | 16% | | Total Revenue | $1,416 | $1,263 | $153 | 12% | - Subscription revenue growth was primarily driven by new business, including new customers and additional solutions sold to existing customers, reflected in a **106%** dollar-based net retention rate and a **7%** increase in customers with ACV above **$100,000**[128](index=128&type=chunk) [Cost of Revenue, Gross Profit and Gross Margin](index=25&type=section&id=Cost%20of%20Revenue,%20Gross%20Profit%20and%20Gross%20Margin) | Metric | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Six Months Ended July 31, 2025 | Six Months Ended July 31, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total cost of revenue (millions) | $168 | $155 | $323 | $303 | | Gross profit (millions) | $560 | $491 | $1,093 | $960 | | Subscription gross margin | 80% | 78% | 80% | 78% | | Professional services & other gross margin | (24)% | (31)% | (25)% | (28)% | | Total gross margin | 77% | 76% | 77% | 76% | - Subscription gross margin improved to **80%** for both the three and six months ended July 31, 2025, from **78%** in the prior year periods, primarily due to improved spend efficiency[133](index=133&type=chunk)[138](index=138&type=chunk) - Professional services and other gross margin improved from negative **31%** to negative **24%** for the three months, and from negative **28%** to negative **25%** for the six months, driven by increased revenue in this segment[134](index=134&type=chunk)[139](index=139&type=chunk) [Operating Expenses](index=26&type=section&id=Operating%20Expenses) | Expense Category | Three Months Ended July 31, 2025 (millions) | Three Months Ended July 31, 2024 (millions) | % of Revenue 2025 | % of Revenue 2024 | | :-------------------------- | :---------------------------------------- | :---------------------------------------- | :---------------- | :---------------- | | Research and development | $160 | $164 | 22% | 25% | | Sales and marketing | $246 | $238 | 34% | 37% | | General and administrative | $113 | $108 | 15% | 17% | | Expense Category | Six Months Ended July 31, 2025 (millions) | Six Months Ended July 31, 2024 (millions) | % of Revenue 2025 | % of Revenue 2024 | | :-------------------------- | :---------------------------------------- | :---------------------------------------- | :---------------- | :---------------- | | Research and development | $314 | $327 | 22% | 25% | | Sales and marketing | $483 | $474 | 34% | 38% | | General and administrative | $216 | $225 | 15% | 18% | - Research and development expenses decreased by **$4 million** (3 months) and **$13 million** (6 months) YoY, primarily due to reduced stock-based compensation expense, leading to improved spend efficiency as a percentage of revenue[141](index=141&type=chunk)[142](index=142&type=chunk) - Sales and marketing expenses increased by **$8 million** (3 months) and **$9 million** (6 months) YoY, mainly due to higher labor and travel costs, but decreased as a percentage of total revenue due to improved spend efficiency[146](index=146&type=chunk)[147](index=147&type=chunk) - General and administrative expenses increased by **$5 million** (3 months) due to stock-based compensation but decreased by **$9 million** (6 months) due to reductions in consulting costs and stock-based compensation, also showing improved efficiency as a percentage of revenue[150](index=150&type=chunk)[151](index=151&type=chunk) [Interest and Other, Net](index=28&type=section&id=Interest%20and%20Other,%20Net) | Metric | Three Months Ended July 31, 2025 (millions) | Three Months Ended July 31, 2024 (millions) | Six Months Ended July 31, 2025 (millions) | Six Months Ended July 31, 2024 (millions) | | :------------------------------------ | :---------------------------------------- | :---------------------------------------- | :--------------------------------------- | :--------------------------------------- | | Interest expense | $(1) | $(1) | $(2) | $(3) | | Interest income and other, net | $27 | $29 | $57 | $56 | | Gain on early extinguishment of debt | $0 | $3 | $0 | $3 | | Total Interest and other, net | $26 | $31 | $55 | $56 | - Interest and other, net decreased by **$5 million** (3 months) and **$1 million** (6 months) YoY, primarily due to the absence of gains on early extinguishment of debt from convertible senior notes repurchases in fiscal 2025[154](index=154&type=chunk) [Provision for (Benefit from) Income Taxes](index=28&type=section&id=Provision%20for%20(Benefit%20from)%20Income%20Taxes) | Period | Provision for (Benefit from) Income Taxes (millions) | | :------------------------------------ | :--------------------------------------------------- | | Three Months Ended July 31, 2025 | $0 | | Three Months Ended July 31, 2024 | $(17) | | Six Months Ended July 31, 2025 | $6 | | Six Months Ended July 31, 2024 | $1 | - The provision for income taxes increased by **$17 million** (3 months) and **$5 million** (6 months) YoY, reflecting a higher proportion of pre-tax income[156](index=156&type=chunk) - The 'One Big Beautiful Bill Act,' enacted July 4, 2025, led to a **$5 million** cumulative decrease in income tax expense for the three months ended July 31, 2025, mainly due to immediate expensing of domestic R&D expenditures[157](index=157&type=chunk)[158](index=158&type=chunk)[161](index=161&type=chunk) [Key Business Metrics](index=29&type=section&id=Key%20Business%20Metrics) | Metric | As of July 31, 2025 | As of July 31, 2024 | | :--------------------------------------------------- | :------------------ | :------------------ | | Customers with ACV above $100,000 | 4,945 | 4,620 | | Dollar-based net retention rate (trailing 12 months) | 106% | 110% | | Current remaining performance obligations (millions) | $2,265 | $1,995 | | Remaining performance obligations (millions) | $4,152 | $3,505 | - The number of customers with annual contract value (ACV) above **$100,000** increased by **7%** to **4,945** as of July 31, 2025, indicating continued growth in larger enterprise adoption[167](index=167&type=chunk) - The dollar-based net retention rate decreased to **106%** as of July 31, 2025, from **110%** in the prior year, primarily due to the macroeconomic environment slowing ACV growth from existing customers[173](index=173&type=chunk) [Liquidity and Capital Resources](index=30&type=section&id=Liquidity%20and%20Capital%20Resources) - As of July 31, 2025, principal liquidity sources included **$2,858 million** in cash, cash equivalents, and short-term investments, primarily U.S. treasury securities, money market funds, corporate debt securities, and certificates of deposit[176](index=176&type=chunk) - The company expects existing cash, investments, and cash from sales to meet short-term and long-term capital needs, but may seek additional financing for acquisitions or growth[184](index=184&type=chunk) - Deferred revenue totaled **$1,574 million** as of July 31, 2025, with **$1,550 million** expected to be recognized as revenue in the next 12 months, representing a substantial source of cash[185](index=185&type=chunk) | Cash Flow Activity | Six Months Ended July 31, 2025 (millions) | Six Months Ended July 31, 2024 (millions) | | :------------------------------------ | :---------------------------------------- | :---------------------------------------- | | Net cash provided by operating activities | $408 | $305 | | Net cash provided by (used in) investing activities | $118 | $(38) | | Net cash used in financing activities | $(67) | $(87) | [Material Cash Requirements](index=32&type=section&id=Material%20Cash%20Requirements) - No significant changes to material cash requirements were reported for the six months ended July 31, 2025, other than the reclassification of 2026 Notes as a current liability[193](index=193&type=chunk) [Indemnification Agreements](index=32&type=section&id=Indemnification%20Agreements) - The company enters into indemnification agreements with customers, vendors, and directors/officers, but has not incurred significant costs or accrued material liabilities from these obligations to date[195](index=195&type=chunk) [Critical Accounting Estimates](index=32&type=section&id=Critical%20Accounting%20Estimates) - There were no significant changes to critical accounting estimates for the six months ended July 31, 2025, compared to those discussed in the Annual Report on Form 10-K for fiscal year ended January 31, 2025[197](index=197&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=32&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section details Okta, Inc.'s exposure to market risks, including foreign currency and interest rate fluctuations, with no material impact expected - Most sales are denominated in U.S. dollars, limiting significant foreign currency risk, and a hypothetical **10%** change in foreign currency exchange rates would not have a material impact[198](index=198&type=chunk) - The company's cash, cash equivalents, and short-term investments (**$2,858 million** as of July 31, 2025) are subject to interest rate risk, but a hypothetical **10%** change would not have a material impact on their value[199](index=199&type=chunk)[201](index=201&type=chunk) - The 2025 Notes (**$510 million** principal, **0.125%** fixed rate) and 2026 Notes (**$350 million** principal, **0.375%** fixed rate) are classified as current liabilities due to upcoming maturities, but their fixed rates limit economic interest rate exposure[202](index=202&type=chunk)[203](index=203&type=chunk)[204](index=204&type=chunk) [Item 4. Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) Management confirms the effectiveness of disclosure controls and procedures, with no material changes in internal control over financial reporting - Management concluded that disclosure controls and procedures were effective at a reasonable assurance level as of July 31, 2025[205](index=205&type=chunk) - No material changes in internal control over financial reporting occurred during the period covered by the report[206](index=206&type=chunk) - The company acknowledges the inherent limitations of control systems, which can only provide reasonable, not absolute, assurance against errors and fraud[207](index=207&type=chunk) [PART II. OTHER INFORMATION](index=35&type=section&id=PART%20II.%20OTHER%20INFORMATION) This part covers legal proceedings, risk factors, other information, and exhibits for the reported period [Item 1. Legal Proceedings](index=35&type=section&id=Item%201.%20Legal%20Proceedings) This section incorporates legal matters from Note 8, detailing a class action settlement and ongoing derivative lawsuits - Legal matters, including the settlement of a class action lawsuit for **$60 million** and the status of derivative lawsuits, are incorporated by reference from Note 8 of the financial statements[209](index=209&type=chunk) [Item 1A. Risk Factors](index=35&type=section&id=Item%201A.%20Risk%20Factors) This section outlines various risks that could materially affect Okta, Inc.'s business, financial condition, and growth prospects [Risk Factor Summary](index=35&type=section&id=Risk%20Factor%20Summary) - Key risks include adverse economic conditions, intense competition (especially from Microsoft), potential for future losses despite recent profitability, reliance on customer retention and growth, and vulnerability to cybersecurity incidents and data breaches[212](index=212&type=chunk)[220](index=220&type=chunk)[223](index=223&type=chunk)[225](index=225&type=chunk)[257](index=257&type=chunk) - Operational risks involve managing rapid growth, maintaining service levels, integrating with diverse technologies, and addressing errors or vulnerabilities in solutions[215](index=215&type=chunk)[218](index=218&type=chunk)[290](index=290&type=chunk) - Financial and governance risks include stock price volatility, the dual-class stock structure concentrating voting control, and potential impacts from convertible note transactions[216](index=216&type=chunk)[324](index=324&type=chunk)[326](index=326&type=chunk)[344](index=344&type=chunk) [Risks Related to Our Business and Industry](index=36&type=section&id=Risks%20Related%20to%20Our%20Business%20and%20Industry) - Adverse economic conditions, including inflation and rising interest rates, could reduce demand for solutions and impact revenue, results of operations, and cash flows[214](index=214&type=chunk) - Failure to effectively manage rapid growth, including challenges in restructuring efforts and maintaining customer satisfaction, could harm business and future prospects[215](index=215&type=chunk)[218](index=218&type=chunk)[219](index=219&type=chunk) - Intense competition from larger, well-established companies like Microsoft, with greater resources and broader product offerings, poses a significant threat to market position and financial performance[220](index=220&type=chunk)[221](index=221&type=chunk)[222](index=222&type=chunk) - The company's ability to sustain profitability depends on retaining existing customers and expanding its customer base, with non-renewal or slower growth adversely impacting revenue[223](index=223&type=chunk)[225](index=225&type=chunk)[226](index=226&type=chunk) - Quarterly results may fluctuate due to factors like demand, sales cycles, security breaches, seasonality, and macroeconomic conditions, making future results difficult to predict[227](index=227&type=chunk)[228](index=228&type=chunk)[229](index=229&type=chunk) - Failure to adequately fund R&D or successfully integrate acquisitions could impair competitiveness, while international expansion efforts face risks like political uncertainties and compliance with foreign regulations[230](index=230&type=chunk)[234](index=234&type=chunk)[237](index=237&type=chunk)[238](index=238&type=chunk) [Risks Related to Intellectual Property, Infrastructure Technology, Data Privacy and Security](index=43&type=section&id=Risks%20Related%20to%20Intellectual%20Property,%20Infrastructure%20Technology,%20Data%20Privacy%20and%20Security) - Interruptions or performance problems in technology, systems, or infrastructure, including those from third-party data centers like AWS, could delay platform deployment, harm reputation, and lead to financial penalties[253](index=253&type=chunk)[254](index=254&type=chunk)[256](index=256&type=chunk)[287](index=287&type=chunk)[288](index=288&type=chunk) - Cybersecurity incidents, including those involving third-party service providers, have harmed reputation and financial results in the past and could lead to unauthorized access, data theft, litigation, and increased costs[257](index=257&type=chunk)[260](index=260&type=chunk)[261](index=261&type=chunk)[262](index=262&type=chunk) - Non-compliance with evolving global data privacy and security laws (e.g., GDPR, U.S. state laws) or perceived failures could result in investigations, fines, litigation, and reputational damage[265](index=265&type=chunk)[266](index=266&type=chunk)[267](index=267&type=chunk)[268](index=268&type=chunk)[269](index=269&type=chunk)[271](index=271&type=chunk) - Real or perceived errors, failures, vulnerabilities, or bugs in solutions, especially during updates or in complex environments, could cause outages, data loss, and harm business operations and reputation[290](index=290&type=chunk)[291](index=291&type=chunk) - The use of AI technologies, including generative AI, presents risks such as uncertain regulatory environments, potential intellectual property infringement claims, ethical concerns, and the creation of inaccurate content, which could lead to reputational harm or liability[292](index=292&type=chunk)[293](index=293&type=chunk) - Failure to adequately protect proprietary rights (patents, trade secrets) or being subject to infringement claims could impair competitive position, lead to costly litigation, and reduce revenue[294](index=294&type=chunk)[296](index=296&type=chunk)[297](index=297&type=chunk)[298](index=298&type=chunk) [Risks Related to Legal, Accounting and Tax Matters](index=53&type=section&id=Risks%20Related%20to%20Legal,%20Accounting%20and%20Tax%20Matters) - Revenue recognition over service periods means sales decreases are not immediately reflected, limiting rapid revenue increases and potentially impacting future periods[303](index=303&type=chunk)[304](index=304&type=chunk) - Exposure to foreign currency exchange rate fluctuations may increase as international contracts become denominated in local currencies, potentially affecting results of operations[306](index=306&type=chunk) - Non-compliance with anti-corruption, anti-bribery, and export control laws, especially with international expansion and channel partners, could lead to criminal penalties, significant fines, and reputational harm[307](index=307&type=chunk)[309](index=309&type=chunk)[310](index=310&type=chunk) - Changes in tax laws, regulations, or interpretations, both domestic and international, could increase costs, lead to additional tax liabilities, and adversely affect liquidity and profitability[311](index=311&type=chunk)[312](index=312&type=chunk)[313](index=313&type=chunk)[314](index=314&type=chunk)[315](index=315&type=chunk) - Limitations on the use of U.S. net operating loss carry-forwards due to past or future ownership changes could increase future tax liability[316](index=316&type=chunk) - Failure to maintain effective disclosure controls and internal control over financial reporting could impair the ability to produce timely and accurate financial statements, leading to regulatory discipline and investor distrust[317](index=317&type=chunk)[318](index=318&type=chunk) [Risks Related to Ownership of Our Class A Common Stock](index=56&type=section&id=Risks%20Related%20to%20Ownership%20of%20Our%20Class%20A%20Common%20Stock) - The stock price of Class A common stock is subject to substantial volatility due to various factors, including market performance, financial fluctuations, analyst coverage, and actions by institutional stockholders[324](index=324&type=chunk)[325](index=325&type=chunk) - The dual-class common stock structure concentrates voting control with pre-IPO stockholders (**32.5%** as of July 31, 2025), limiting other stockholders' ability to influence corporate matters[326](index=326&type=chunk) - Sales of a substantial number of Class A common stock shares by insiders or the perception of such sales could cause the market price to decline[328](index=328&type=chunk) - The company does not intend to pay dividends in the foreseeable future, requiring investors to rely on stock price appreciation for gains[332](index=332&type=chunk) - Provisions in charter documents and Delaware law could make company acquisition more difficult and limit stockholders' ability to replace the board[333](index=333&type=chunk)[334](index=334&type=chunk)[335](index=335&type=chunk) [Risks Related to our Outstanding Convertible Notes](index=59&type=section&id=Risks%20Related%20to%20our%20Outstanding%20Convertible%20Notes) - Servicing debt, including the 2025 and 2026 convertible notes, requires significant cash flow, and insufficient cash could lead to default or restrictive financing terms[338](index=338&type=chunk)[341](index=341&type=chunk) - The company may lack funds for cash settlement upon conversion or repurchase of notes, potentially limited by future debt agreements[339](index=339&type=chunk) - Conditional conversion features of the notes, if triggered, could adversely affect financial condition by requiring cash payments or reclassifying debt as current liabilities[342](index=342&type=chunk)[343](index=343&type=chunk) - Transactions related to convertible notes, including conversions, repurchases, or hedging activities by counterparties, may dilute ownership interests and affect the market price of Class A common stock[344](index=344&type=chunk)[348](index=348&type=chunk) [General Risk Factors](index=61&type=section&id=General%20Risk%20Factors) - The company's success depends on retaining executive officers and key employees; loss of such personnel or inability to attract skilled talent could harm business and growth prospects[350](index=350&type=chunk) - Catastrophic events like natural disasters, power loss, or cyber-attacks could disrupt operations, cause reputational harm, and lead to data security breaches, with insurance potentially insufficient to cover losses[351](index=351&type=chunk) [Item 5. Other Information](index=60&type=section&id=Item%205.%20Other%20Information) This section discloses Rule 10b5-1 trading arrangements adopted by executive officers during the three months ended July 31, 2025 - Larissa Schwartz, Chief Legal Officer, adopted a 10b5-1 Plan on July 3, 2025, for the sale of up to **14,163 shares** of Class A common stock, plus future RSUs, from October 8, 2025, to September 30, 2026[352](index=352&type=chunk) - Brett Tighe, Chief Financial Officer, adopted a 10b5-1 Plan on July 15, 2025, for the sale of up to **40,000 shares** of Class A common stock, from December 8, 2025, to January 27, 2026[352](index=352&type=chunk) [Item 6. Exhibits](index=61&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Quarterly Report on Form 10-Q, including corporate governance documents, certifications, and XBRL data - The report includes certifications from the CEO and CFO (Exhibits 31.1, 31.2, 32.1) and XBRL interactive data files (Exhibits 101.INS, 101.SCH, 101.CAL, 101.LAB, 101.PRE, 101.DEF, 104)[355](index=355&type=chunk) - Corporate governance documents, such as the Amended and Restated Certificate of Incorporation and Bylaws, are incorporated by reference[355](index=355&type=chunk) [Signatures](index=63&type=section&id=Signatures) This section contains the required signatures for the Quarterly Report on Form 10-Q, confirming its submission by the Chief Financial Officer - The report was duly signed on behalf of Okta, Inc. by Brett Tighe, Chief Financial Officer, on August 26, 2025[357](index=357&type=chunk)[359](index=359&type=chunk)

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)