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Other Information
+Added: On December 14, 2023 , Shellye Archambeau , a director of the Company, adopted a Rule 10b5-1 trading arrangement (the "10b5-1 Plan") that is intended to satisfy the affirmative defense of Rule 10b501(c) of the Exchange Act.
+Added: The 10b5-1 Plan allows for the sale of up to 5,000 shares of our Class A common stock, commencing on March 14, 2024 and continuing until all shares are sold or until June 15, 2024, whichever comes first.
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not Applicable.
1 unchanged sentence
The information required by this item is incorporated by reference to our Proxy Statement relating to our 2024 Annual Meeting of Stockholders.
−Removed: The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended January 31, 2023.
+Added: The Proxy Statement will be filed with the SEC within 120 days of the fiscal year ended January 31, 2024.
Code of Conduct
3 unchanged sentences
The information required by this item is incorporated by reference to our Proxy Statement relating to our 2024 Annual Meeting of Stockholders.
−Removed: The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended January 31, 2023.
+Added: The Proxy Statement will be filed with the SEC within 120 days of the fiscal year ended January 31, 2024.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference to our Proxy Statement relating to our 2024 Annual Meeting of Stockholders.
−Removed: The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended January 31, 2023.
+Added: The Proxy Statement will be filed with the SEC within 120 days of the fiscal year ended January 31, 2024.
Certain Relationships and Related Party Transactions, and Director Independence
The information required by this item is incorporated by reference to our Proxy Statement relating to our 2024 Annual Meeting of Stockholders.
−Removed: The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended January 31, 2023.
+Added: The Proxy Statement will be filed with the SEC within 120 days of the fiscal year ended January 31, 2024.
Principal Accountant Fees and Services
The information required by this item is incorporated by reference to our Proxy Statement relating to our 2024 Annual Meeting of Stockholders.
−Removed: The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended January 31, 2023.
−Removed: Exhibits, Financial Statement Schedules
+Added: The Proxy Statement will be filed with the SEC within 120 days of the fiscal year ended January 31, 2024.
+Added: Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this report:
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March 1, 2024
−Removed: Frederic Kerrest
−Removed: Frederic Kerrest
−Removed: Executive Vice Chairperson and Director March 3, 2023
/s/ Shellye Archambeau
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Director March 1, 2024
−Removed: /s/ Patrick Grady
−Removed: Patrick Grady
−Removed: Director March 3, 2023
/s/ Benjamin Horowitz
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Director March 1, 2024
+Added: Frederic Kerrest
+Added: Frederic Kerrest
+Added: March 1, 2024
/s/ Rebecca Saeger
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Exhibit Number Exhibit Description Incorporated by Reference from Form
−Removed: 2.1 Agreement and Plan of Merger, dated as of March 3, 2021, by and among Okta, Inc., Auth0, Inc., Ardbeg Merger Sub, Inc., and Fortis Advisors LLC.
−Removed: Exhibit 2.1 to Form 8-K filed on May 10, 2021
3.1 Amended and Restated Certificate of Incorporation.
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Exhibit 4.1 to Form S-1 filed on March 13, 2017
−Removed: 4.2 Indenture, dated as of February 27, 2018, between Okta, Inc.
−Removed: and Wilmington Trust, National Association, as trustee.
−Removed: Exhibit 4.1 to Form 8-K filed on February 27, 2018
−Removed: 4.3 Form of 0.25% Convertible Senior Notes due 2023 .
−Removed: Exhibit 4.1 to Form 8-K filed on February 27, 2018
Indenture, dated as of September 9, 2019, between Okta, Inc.
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Exhibit 10.9 to Form S-1 filed on March 13, 2017
−Removed: Exhibit Number Exhibit Description Incorporated by Reference from Form
10.8# Form of Offer Letter between the Registrant and each of its executive officers.
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Exhibit 99.2 to Form S-8 filed on May 10, 2021
+Added: Exhibit Number Exhibit Description Incorporated by Reference from Form
10.11 Office Lease Agreement dated December 2, 2017 between the Registrant and KR 100 First Street Owner, LLC.
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Exhibit 10.1 to Form 10-Q filed on December 2, 2021
−Removed: Form of Call Option Transaction Confirmation .
−Removed: Exhibit 10.1 to Form 8-K filed on February 27, 2018
−Removed: Form of Warrant Confirmation .
−Removed: Exhibit 10.2 to Form 8-K filed on February 27, 2018
10.12 Form of Capped Call Transaction Confirmation.
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Exhibit 10.1 to Form 8-K filed on June 15, 2020
−Removed: 10.16# Transition Agreement and Release dated November 28, 2022 between the Registrant and Susan St.
−Removed: Filed herewith
+Added: Transition Agreement, dated February 2 7, 2023, between J onathan Runyan and Ok ta, Inc.
+Added: Exhibit 10.1 to Form 10-Q filed on June 1, 2023
21.1 Subsidiaries of the Registrant.
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Furnished herewith
+Added: Policy Relating to Recovery of Erroneously Awarded Compensation.
+Added: Filed herewith
101.INS XBRL Instance Document Filed herewith
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.