What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-03-05 compared with 2024-03-01 · 116 added, 96 removed, 355 unchanged (37% of the section changed)

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References to fiscal 2025, for example, refer to the fiscal year ended January 31, 2025.

Okta is the leading independent identity partner.

Our Workforce Identity Cloud and Customer Identity Cloud, powered by Auth0, enable our customers to securely connect the right people to the right technologies and services at the right time.

Every day, thousands of organizations and millions of people use Okta to securely access a wide range of cloud, mobile, web and Software-as-a-Service ("SaaS") applications, on-premises servers, application programming interfaces, IT infrastructure providers and services from a multitude of devices.

Employees and contractors sign into the Workforce Identity Cloud to seamlessly and securely access the applications they need to do their most important work.

Organizations use our platform to collaborate with their partners and to provide their customers with more modern and secure experiences in the cloud and via mobile devices.

Developers leverage our Customer Identity Cloud and Workforce Identity Cloud to securely and efficiently embed identity into the software they build, allowing them to innovate and focus on their core missions.

Given the growth trends in the number of applications and cloud adoption and the movement to remote and hybrid workforces, identity is becoming the most critical layer of an organization’s security.

is the leading independent identity partner.

Our Okta Platform and Auth0 Platform, enable our customers to securely connect the right people to the right technologies and services at the right time.

Every day, thousands of organizations and millions of people use our platforms to securely access a wide range of cloud, mobile, web and Software-as-a-Service ("SaaS") applications, on-premises servers, application programming interfaces, IT infrastructure providers and services from a multitude of devices.

Employees and contractors sign into the Okta Platform to seamlessly and securely access the applications they need to do their most important work with more modern and secure experiences in the cloud and via mobile devices.

Developers leverage our Okta Platform and Auth0 Platform to securely and efficiently embed identity into the software they build, allowing them to innovate and focus on their core mission.

Given the growth trends in cloud adoption and the number of applications customers use and the movement to remote and hybrid workforces, identity is becoming the most critical layer of an organization’s security.

As organizations shift from network-based security models to a Zero Trust security model focusing on adaptive and context-aware controls, identity has become the most reliable way to manage user access and protect digital assets.

Our approach to identity allows our customers to simplify and efficiently scale their security infrastructures across internal IT systems and external customer facing applications.

As of January 31, 2024, more than 18,950 customers across nearly every industry used Okta to secure and manage identities around the world.

As of January 31, 2025, more than 19,650 customers across nearly every industry used our solutions to secure and manage identities around the world.

Our customers consist of leading global organizations ranging from the largest enterprises, to small and medium-sized businesses, universities, non-profits and government agencies.

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We employ a SaaS business model and generate revenue primarily by selling multi-year subscriptions to our cloud-based offerings.

We focus on acquiring and retaining our customers and increasing the value we provide to our customers over time, and thus their spending with us through expanding the number of users who access our Workforce Identity Cloud and Customer Identity Cloud and up-selling additional product offerings.

We focus on attracting and retaining our customers and increasing the value we provide to them over time.

By retaining customers and increasing value, we increase their spending with us through expanding the number of users who access our Okta Platform and Auth0 Platform, and by selling additional product offerings.

We sell our product offerings directly through our field and inside sales teams, as well as indirectly through our network of channel partners, including resellers, system integrators and other distribution partners.

Our subscription fees include the use of our service and our technical support and management of our platform.

We base subscription fees primarily on the products used and the number of users on our platform.

We typically invoice customers in advance in annual installments for subscriptions to our platform.

Our subscription fees include the use of our service and our technical support and management of our platforms.

We base subscription fees primarily on the solutions used and the number of users on our platforms.

We typically invoice customers in advance in annual installments for subscriptions to our platforms.

Our revenue is relatively predictable as a result of our subscription-based business model, which constituted approximately 98% of total revenue for fiscal 2025.

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Impact of Current Economic Conditions

Worldwide economic uncertainties and negative trends, including financial and credit market fluctuations, uncertainty in the banking sector, rising interest rates, inflation and other impacts from the macroeconomic environment have, and could continue to, adversely affect our business operations or financial results.

As we continue to monitor the direct and indirect impacts of these circumstances, the broader implications of these macroeconomic events on our business, results of operations and overall financial position remain uncertain.

Worldwide economic and political uncertainties and negative trends, including financial and credit market fluctuations, tariffs and increasing trade protectionism, changes in government spending levels, uncertainty in the banking sector, rising interest rates, inflation and other impacts from the macroeconomic environment have, and could continue to, adversely affect our business operations or financial results.

As we continue to monitor the direct and indirect impacts of these circumstances, the broader implications of these macroeconomic and political events on our business, results of operations and overall financial position remain uncertain.

See the section titled “ Risk Factors '' included under Part I, Item 1A above for further discussion of the possible impact of these factors and other risks on our business.

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For fiscal 2025, 2024 and 2023, our revenue was $2,610 million, $2,263 million and $1,858 million, respectively, representing a growth rate of 15% and 22% in fiscal 2025 and 2024, respectively.

For fiscal 2024, 2023 and 2022, we generated net losses of $355 million, $815 million and $848 million, respectively.

For fiscal 2025, we generated net income of $28 million, and for fiscal 2024 and 2023, we generated net losses of $355 million and $815 million, respectively.

Our accumulated deficit as of January 31, 2025 was $2,802 million.

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(dollars in millions)

Number of customers 18,950 17,600 15,000

Number of total customers

19,650 18,950 17,600

Customers with annual contract value ("ACV") above $100,000 4,800 4,485 3,930

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Total Customers and Number of Customers with Annual Contract Value Above $100,000

As of January 31, 2024, we had over 18,950 customers on our platform.

We believe that our ability to increase the number of customers on our platform is an indicator of our market penetration, the growth of our business, and our potential future business opportunities.

Increasing awareness of our platform and capabilities, coupled with the mainstream adoption of cloud technology, has expanded the diversity of our customer base to include organizations of all sizes across all industries.

As of January 31, 2025, we had over 19,650 customers on our platforms.

Increasing awareness of our platforms and capabilities, coupled with the mainstream adoption of cloud technology, has expanded the diversity of our customer base to include organizations of all sizes across all industries.

Beginning in the first quarter of fiscal 2026, we will no longer provide the number of total customers as a business metric on which to evaluate the strength of our business.

The number of customers who have greater than $100,000 in ACV with us was 4,800, 4,485 and 3,930 as of January 31, 2025, 2024 and 2023, respectively.

We expect this trend to continue as larger enterprises recognize the value of our platform and replace their legacy identity access management infrastructure.

We define a customer as a separate and distinct buying entity, such as a company, an educational or government institution, or a distinct business unit of a large company that has an active contract with us or one of our partners to access our platform.

For purposes of determining our customer count, we do not include customers that use our platform under self-service arrangements only.

We expect this trend to continue as larger enterprises recognize the value of our platforms and replace their legacy identity access management infrastructure.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

For purposes of determining our customer count, we do not include customers that use our platforms under self-service arrangements only.

Dollar-Based Net Retention Rate

Part of our ability to generate revenue is dependent upon our ability to maintain our relationships with our customers and to increase their utilization of our platform.

We believe we can achieve these goals by focusing on delivering value and functionality that enables us to both retain our existing customers and expand the number of users and products used within an existing customer.

We assess our performance in this area by measuring our Dollar-Based Net Retention Rate.

Our Dollar-Based Net Retention Rate measures our ability to increase revenue across our existing customer base through expansion of users and products associated with a customer as offset by churn and contraction in the number of users and/or products associated with a customer.

Part of our ability to generate revenue is dependent upon our ability to maintain our relationships with our customers and to increase their utilization of our platforms.

We believe we can achieve these goals by focusing on delivering value and functionality that enables us to both retain our existing customers and expand the number of users and solutions used within an existing customer.

One way that we assess our performance in this area by measuring our Dollar-Based Net Retention Rate.

Our Dollar-Based Net Retention Rate measures our ability to increase revenue across our existing customer base through expansion of users and solutions associated with a customer as offset by churn and contraction in the number of users and/or solutions associated with a customer.

Our Dollar-Based Net Retention Rate is based upon our ACV which is calculated based on the terms of that customer’s contract and represents the total contracted annual subscription amount as of that period end.

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Our Dollar-Based Net Retention Rate is inclusive of ACV from self-service customers.

Our strong Dollar-Based Net Retention Rate is primarily attributable to gross retention, an expansion of users and upselling additional products within our existing customers.

Larger enterprises often implement a limited initial deployment of our platform before increasing their deployment on a broader scale.

The decrease in our Dollar-Based Net Retention Rate as of January 31, 2024, compared to January 31, 2023, was primarily a result of the macroeconomic environment, with ACV from existing customers increasing at a slower rate in the current period.

Our Dollar-Based Net Retention Rate is primarily attributable to our healthy gross retention, an expansion of users and upselling additional solutions within our existing customers.

Larger enterprises often implement a limited initial deployment of our platforms before increasing their deployment on a broader scale.

The decrease in our Dollar-Based Net Retention Rate as of January 31, 2025, compared to January 31, 2024, was primarily a result of the macroeconomic environment, with overall ACV from existing customers increasing at a slower rate in the current period.

Remaining Performance Obligations ("RPO")

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Subscription Revenue.

Subscription revenue primarily consists of fees for access to and usage of our cloud-based platform and related support.

Subscription revenue is driven primarily by the number of customers, the number of users per customer and the products used.

We typically invoice customers in advance in annual installments for subscriptions to our platform.

Subscription revenue primarily consists of fees for access to and usage of our cloud-based platforms and related support.

Subscription revenue is driven primarily by the number of customers, the number of users per customer and the solutions used.

We typically invoice customers in advance in annual installments for subscriptions to our platforms.

Professional Services and Other .

Professional services revenue includes fees from assisting customers in implementing and optimizing the use of our products.

Professional services revenue includes fees from assisting customers in implementing and optimizing the use of our solutions.

These services include application configuration, system integration and training services.

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Overhead Allocation and Employee Compensation Costs

We allocate shared costs, such as facilities costs (including rent, utilities and depreciation on assets shared by all departments), certain information technology costs and recruiting costs to all departments based on headcount.

As such, allocated shared costs are reflected in each of the cost of revenue and operating expense categories.

Employee compensation costs reflected in each of the cost of revenue and operating expense categories include salaries, bonuses, compensation related taxes, benefits and stock-based compensation.

Additionally included in the sales and marketing expense category are sales commissions and related taxes.

We allocate shared costs, such as facilities costs (including rent, utilities and depreciation on assets shared by all departments), certain information technology costs, security costs and recruiting costs to all departments based on headcount.

As such, allocated shared costs are reflected in each of the cost of revenue and operating

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

expense categories.

Employee compensation costs reflected in each of the cost of revenue and operating expense categories include salaries, bonuses, compensation related taxes, benefits and stock-based compensation.

Additionally included in the sales and marketing expense category are sales commissions and related taxes.

Cost of Revenue and Gross Margin

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Cost of subscription primarily consists of expenses related to hosting our services and providing support.

These expenses include employee-related costs associated with our cloud-based infrastructure and our customer support organization, third-party hosting fees, software and maintenance costs, outside services associated with the delivery of our subscription services, amortization expense associated with capitalized internal-use software and acquired developed technology and allocated overhead.

We intend to continue to invest additional resources in our platform infrastructure, our platform support organizations and security posture.

These expenses include employee-related costs associated with our cloud-based infrastructure, our product security organization and our customer support organization, third-party hosting fees, software and maintenance costs, outside services associated with the delivery of our subscription services, amortization expense associated with capitalized internal-use software and acquired developed technology and allocated overhead.

We intend to continue to invest additional resources in our platform infrastructure, our platforms support organizations and security posture.

We will continue to invest in technology innovation and we anticipate that costs qualifying for capitalization of internal-use software costs and related amortization may fluctuate over time.

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Research and development expenses consist primarily of employee compensation costs and allocated overhead.

We believe that continued investment in our platform is important for our growth.

We believe that continued investment in our platforms is important for our growth.

Sales and Marketing.

Sales and marketing expenses consist primarily of employee compensation costs, costs of general marketing and promotional activities, travel-related expenses, amortization expense associated with acquired customer relationships (including unbilled and unrecognized contracts yet to be fulfilled) and trade names and allocated overhead.

Commissions earned by our sales force that are considered incremental and recoverable costs of obtaining a contract with a customer are deferred and then amortized on a straight-line basis over a period of benefit that we have determined to be generally five years.

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Interest and other, net consists of interest expense, which primarily includes amortization of debt issuance costs and contractual interest expense for our convertible senior notes, interest income from our investment holdings, gains on early extinguishment of debt and gains and losses from our strategic investments.

Provision for (Benefit from) Income Taxes

Our provision for (benefit from) income taxes consists of federal and state income taxes in the United States and income taxes in certain foreign jurisdictions where we operate.

The difference between our effective tax rate and the federal statutory rate is primarily due to a valuation allowance against U.S.

deferred tax assets, the tax effect of foreign operations and state taxes.

Provision for Income Taxes

Our provision for income taxes consists of federal and state income taxes in the United States and income taxes in certain foreign jurisdictions where we operate.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

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Interest and other, net 120 179 11

Loss before provision for (benefit from) income taxes (337) (801) (850)

Provision for (benefit from) income taxes 18 14 (2)

Net loss $ (355) $ (815) $ (848)

Income (loss) before provision for income taxes

46 (337) (801)

Provision for income taxes

Net income (loss)

$ 28 $ (355) $ (815)

(1) Includes stock-based compensation expense as follows:

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Interest and other, net 5 8 1

Loss before provision for (benefit from) income taxes (15) (43) (65)

Provision for (benefit from) income taxes 1 1 —

Net loss (16) % (44) % (65) %

Income (loss) before provision for income taxes 2 (15) (43)

Provision for income taxes 1 1 1

Net income (loss) 1 % (16) % (44) %

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

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Total 100 % 100 %

For fiscal 2024, the increase in subscription revenue was primarily due to the addition of new customers, an increase in users and sales of additional products to existing customers.

The increase in revenue was attributable to a 8% increase in total customers, from over 17,600 as of January 31, 2023, to over 18,950 as of January 31, 2024, and revenue from existing customers as reflected in our Dollar-Based Net Retention Rate of 111% as of January 31, 2024.

For fiscal 2025, the increase in subscription revenue was primarily due to an increase in users and sales of additional solutions to existing customers and the addition of new customers.

The increase in revenue was attributable to increased revenue from existing customers as reflected in our Dollar-Based Net Retention Rate of 107% as of January 31, 2025 and an increase in the number of customers as detailed in our Key Business Metrics.

For fiscal 2025, the decrease in professional services and other revenue was due to lower bookings associated with professional services.

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Total gross margin 76 % 74 %

For fiscal 2024, cost of subscription revenue increased primarily due to an increase of $22 million in employee compensation costs, an increase of $7 million in software costs and an increase of $5 million in third-party hosting costs as we expanded capacity to support our growth.

For fiscal 2025, cost of subscription revenue increased primarily due to an increase of $15 million in labor costs and an increase in stock-based compensation of $7 million as we expanded our headcount.

Additionally, third-party hosting costs increased by $8 million as we expanded capacity to support our growth, while software and consulting costs increased by $7 million and $4 million, respectively.

Our gross margin for subscription revenue improved from 77% to 79% during fiscal 2025.

The increase was primarily driven by improved spend efficiency resulting in lower relative cost of subscription revenue.

For fiscal 2024, cost of professional services and other revenue decreased slightly.

For fiscal 2025, cost of professional services and other revenue decreased due to a reduction in labor costs of $7 million and a decrease in stock-based compensation of $3 million, driven by lower headcount.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Our gross margin for professional services and other revenue decreased to (36)% during fiscal 2024 from (27)% during fiscal 2023 primarily due to a decrease in professional services and other revenue.

Our gross margin for professional services and other revenue improved to (29)% during fiscal 2025 from (36)% during fiscal 2024 primarily due to improved spend efficiency resulting in lower relative cost of professional services and other.

Operating Expenses

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Percentage of revenue 25 % 29 %

For fiscal 2024, research and development expenses increased primarily due to an increase of $39 million in employee compensation costs.

We expect our research and development expenses will increase in absolute dollars as our business grows.

For fiscal 2025, research and development expenses decreased due to a reduction in stock-based compensation expense of $61 million, offset by increases in labor costs of $28 million, hosting fees of $6 million and software costs of $2 million.

The decrease in research and development as a percentage of total revenue was primarily driven by improved spend efficiency.

Sales and Marketing Expenses

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Percentage of revenue 37 % 46 %

For fiscal 2024, sales and marketing expenses decreased primarily due to a decrease in marketing costs of $15 million and a decrease in amortization expense of $9 million for acquired customer relationships and trade names.

The decrease in sales and marketing expenses as a percentage of total revenue was primarily driven by improved spend efficiency.

For fiscal 2025, sales and marketing expenses decreased primarily due to a reduction in labor costs of $34 million and a decrease in stock-based compensation expense of $25 million, driven by lower headcount.

The decrease in sales and marketing as a percentage of total revenue was primarily driven by improved spend efficiency.

We expect our sales and marketing expenses will continue to be our largest operating expense category for the foreseeable future.

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Percentage of revenue 17 % 20 %

For fiscal 2024, general and administrative expenses increased primarily due to an increase of $26 million in employee compensation costs.

For fiscal 2025, general and administrative expenses decreased primarily due to a reduction in stock-based compensation expense of $37 million, offset by increases in consulting costs of $12 million, labor costs of $9 million, and software costs of $6 million.

The decrease in general and administrative as a percentage of total revenue was primarily driven by improved spend efficiency.

We expect general and administrative expenses as a percentage of total revenue to decrease as our total revenue grows.

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Percentage of revenue — % 2 %

For fiscal 2024, restructuring and other charges increased primarily due to an increase of $14 million in lease impairment charges and an increase of $13 million in severance and termination benefit costs.

For fiscal 2025, restructuring and other charges decreased primarily due to the absence of lease impairments along with a smaller overall restructuring plan implemented in fiscal 2025 compared to fiscal 2024.

Interest and Other, Net

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Gain on early extinguishment of debt

19 106 (87) (82)

Interest and other, net $ 120 $ 179 $ (59) (33) %

For fiscal 2024, the change in interest and other, net was primarily due to the gain on early extinguishment of debt related to repurchases of convertible senior notes and an increase in interest income from our short-term investments.

For fiscal 2025, interest and other, net decreased primarily due to a decrease in gains on early extinguishment of debt related to repurchases of the convertible senior notes offset by an increase in interest income from our short-term investments.

Provision for Income Taxes

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$ 18 $ 18 $ — — %

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

For fiscal 2024, income tax expense resulted primarily from income in profitable foreign jurisdictions, federal and state taxes resulting from tax attribution utilization limitations, and the tax impact of shortfalls from stock-based compensation in the United Kingdom.

For fiscal 2023, income tax expense resulted primarily from income from profitable foreign jurisdictions, the tax impact of shortfalls from stock-based compensation in the United Kingdom, and state taxes.

The Tax Cuts and Jobs Act of 2017 requires taxpayers to capitalize and amortize research and development expenses over five years for U.S.

activities and 15 years for foreign activities, per IRC Section 174, instead of deducting them in the year they were incurred.

Starting in fiscal 2023, this change has increased our U.S.

federal and state cash taxes.

This impact is expected to continue in future years as our capitalized research and development expenses continue to increase.

The Organization for Economic Cooperation and Development ("OECD") and many countries have proposed to reallocate some portion of profits of large multinational companies with global revenues exceeding EUR 20 billion to markets where sales arise ("Pillar One"), as well as enacted a global minimum tax rate of at least 15% for multinationals with global revenues exceeding EUR 750 million ("Pillar Two"), with additional countries considering or intending to adopt these proposals.

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Certain jurisdictions in which we operate have enacted Pillar Two legislation, with other countries considering changes to their tax laws to adopt the OECD's proposals.

The enactment of Pillar Two legislation is not expected to have a material adverse effect in fiscal 2025, on our effective tax rate, financial position, results of operations and cash flows.

We will continue to monitor and reflect the impact of such legislative changes in future financial statements as appropriate.

The enactment of Pillar Two legislation is not expected to

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

have a material adverse effect on our effective tax rate, financial position, results of operations and cash flows.

We will continue to monitor and reflect the impact of such legislative changes in future financial statements as appropriate.

We periodically evaluate the realizability of our deferred tax assets based on all available evidence, both positive and negative.

The realization of the net deferred tax assets is dependent on our ability to generate sufficient future taxable income during the periods prior to the expiration of tax attributes to fully utilize these assets.

Given our current and anticipated future earnings, we may release a significant portion of our valuation allowance if there is sufficient positive evidence that outweighs the negative evidence.

The release of the valuation allowance would result in the recognition of certain deferred tax assets and a corresponding decrease to income tax expense for the period the release is recorded.

However, the exact timing and amount of any potential valuation allowance released is uncertain.

As of January 31, 2025 we continue to maintain a full valuation allowance on our deferred tax assets in the United States.

Liquidity and Capital Resources

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however, there can be no assurances that conditions in the banking sector and in global financial markets will not worsen and/or adversely affect us.

Effective the first quarter of fiscal 2025, we intend to satisfy employee payroll tax withholding due upon the vesting of share-based compensation awards with our own funds under the "net share settlement" approach.

Effective the first quarter of fiscal 2025, we satisfy employee payroll tax withholding due upon the vesting of share-based compensation awards with our own funds under the "net share settlement" approach.

Previously, payroll tax withholding was satisfied via the sale of shares of our common stock in the open market.

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The cash outflow to cover these tax obligations is classified as a financing activity in the statement of cash flows.

In September 2019, we completed our private offering of the 2025 convertible senior notes ("2025 Notes") due on September 1, 2025 and received aggregate gross proceeds of $1,060 million.

In September 2019, we completed our private offering of the 2025 Notes due on September 1, 2025 and received aggregate gross proceeds of $1,060 million.

The interest rate on the 2025 Notes is fixed at 0.125% per year and is payable semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2020.

In connection with the 2025 Notes, we used a portion of the proceeds to enter into capped call transactions ("2025 Capped Calls") with respect to our Class A common stock.

In June 2020, we completed our private offering of the 2026 convertible senior notes ("2026 Notes") due on June 15, 2026 and received aggregate gross proceeds of $1,150 million.

As of January 31, 2025, the 2025 Notes are classified as current liabilities due to their upcoming maturity on September 1, 2025, and we currently intend to settle the principal amount of the 2025 Notes in cash.

In June 2020, we completed our private offering of the 2026 Notes due on June 15, 2026 and received aggregate gross proceeds of $1,150 million.

The interest rate on the 2026 Notes is fixed at 0.375% per year and is payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2020.

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Such extinguishments, if any, will be conducted on such terms and at such prices as we may determine, and will depend on our evaluation of the prevailing market conditions, trading price of the 2025 Notes and 2026 Notes (collectively, "the Notes"), our liquidity requirements, legal and contractual restrictions and other factors.

During fiscal 2025, we repurchased $42 million principal amount of the 2025 Notes for

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

$40 million in cash, and $258 million principal amount of the 2026 Notes for $240 million in cash, which resulted in an aggregate gain on early extinguishment of debt of $19 million.

During fiscal 2024, we repurchased $508 million principal amount of the 2025 Notes for $462 million in cash, and $542 million principal amount of the 2026 Notes for $475 million in cash, which resulted in an aggregate gain on early extinguishment of debt of $106 million.

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See Note 8 to our consolidated financial statements “Convertible Senior Notes, Net” and the section titled “Transactions relating to our Notes may affect the value of our Class A common stock” in “ Risk Factors ” included under Part I, Item 1A of this Annual Report on Form 10-K for additional information.

On August 2, 2021, we completed the acquisition of Townsend Street Labs, Inc.

("atSpoke"), providing total cash consideration, net of cash acquired of $79 million.

Of this amount, $13 million of consideration was held back as partial security for any adjustments and indemnification obligations and was paid during fiscal 2024.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

On February 1, 2024, we completed the acquisition of Spera Cybersecurity, Inc.

and its subsidiary ("Spera").

Total net consideration, subject to final adjustments, consists of approximately $80 million of cash and our Class A common stock.

See Note 16 to our consolidated financial statements "Subsequent Events" for additional information.

We believe our existing cash and cash equivalents, our investments and cash provided by sales of our products and services will be sufficient to meet our short-term and long-term projected working capital and capital expenditure needs for the foreseeable future.

Our future capital requirements will depend on many factors, including our subscription growth rate, subscription renewal activity, billing frequency, the timing and extent of spending to support development efforts, the expansion of sales and marketing activities, the expansion of our international operations, the introduction of new and enhanced product offerings, and the continuing market adoption of our platform.

and its subsidiary ("Spera"), an identity security platform provider.

The acquisition date cash consideration was $58 million.

Of this amount, $12 million was transferred to an escrow fund as partial security for any purchase price adjustments and indemnification obligations, and will be paid to the former Spera stockholders following the 18-month anniversary of the closing date (less any such adjustments or indemnification obligations).

See Note 16 to our consolidated financial statements "Business Combinations" for additional information.

We believe our existing cash and cash equivalents, our investments and cash provided by sales of our solutions will be sufficient to meet our short-term and long-term projected working capital and capital expenditure needs for the foreseeable future.

We continue to assess our capital structure and evaluate the merits of deploying available cash.

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As of January 31, 2025, we had deferred revenue of $1,718 million, of which $1,691 million was recorded as a current liability and is expected to be recorded as revenue in the next 12 months, provided all other revenue recognition criteria have been met.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

The following table summarizes our cash flows for the periods indicated:

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During fiscal 2025, cash provided by operating activities was $750 million, an increase of $238 million compared to fiscal 2024.

The increase was primarily attributable to an increase in cash received from customers and improved spend efficiency, partially offset by an increase in cash paid to vendors.

The increase was primarily attributable to an increase in cash received from customers and improved spend efficiency.

Investing Activities

During fiscal 2024, cash provided by investing activities was $441 million, compared to cash used in investing activities of $130 million during fiscal 2023.

The change was primarily attributable to an increase in cash provided from investment maturities and sales, net of purchases, partially offset by cash paid for business acquisitions, net of cash acquired.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

During fiscal 2025, cash used in investing activities was $314 million, compared to cash provided by investing activities of $441 million during fiscal 2024.

The change was primarily attributable to a decrease in proceeds from maturities and sales of available-for-sale securities and an increase in payments for business acquisitions and purchases of securities available-for-sale and other.

Financing Activities

During fiscal 2024, cash used in financing activities was $883 million, compared to cash provided by financing activities of $48 million during fiscal 2023.

The change was primarily attributable to payments made for repurchases of the Notes.

During fiscal 2025, cash used in financing activities was $359 million, a decrease of $524 million compared to fiscal 2024.

The decrease was primarily attributable to lower volume of payments made for repurchases of the Notes offset by the taxes paid related to net share settlement of equity awards during fiscal 2025.

Material Cash Requirements

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(3) Purchase obligations primarily relate to data center hosting facilities, and other sales and marketing obligations.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Indemnification Agreements

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We refer to accounting estimates of this type as critical accounting estimates, which we discuss below.

Income taxes are accounted for in accordance with the liability method.

Income taxes are accounted for using the liability method.

Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Deferred tax assets and liabilities are measured using enacted tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled.

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Any residual purchase price is recorded as goodwill.

The allocation of the purchase price requires management to make significant estimates in determining the fair values of assets acquired and liabilities assumed, especially with respect to intangible assets.

The allocation of the purchase price requires management to make significant

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

estimates in determining the fair values of assets acquired and liabilities assumed, especially with respect to intangible assets.

These estimates can include, but are not limited to:

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The objective of the measurement period is to provide a reasonable period of time to obtain the information necessary to complete all aspects of business combination accounting with a high level of confidence.

During the measurement period, which may be up to one year from the acquisition date, adjustments to the reported

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

provisional amounts may be recorded for which the accounting was incomplete, with the corresponding offset to goodwill.

During the measurement period, which may be up to one year from the acquisition date, adjustments to the reported provisional amounts may be recorded for which the accounting was incomplete, with the corresponding offset to goodwill.

Should the accounting for a business combination be incomplete by the end of a reporting period that falls within the measurement period, we report provisional amounts in our financial statements, disclosing them as provisional, and any material measurement period adjustments are identified as such.

12 unchanged sentences

A description of our revenue recognition policies is included in Note 2 to our consolidated financial statements "Summary of Significant Accounting Policies."

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Our contracts with customers often contain multiple performance obligations.

For these contracts, we account for individual performance obligations separately if they are distinct.

The transaction price of the contract is allocated to the separate performance obligations on a relative standalone selling price basis.

The transaction price of the contract is allocated to the separate performance obligations on a relative standalone selling price ("SSP") basis.

Evaluating customer contracts with multiple performance obligations and complex terms may require significant judgment in identifying the distinct performance obligations.

Recent Accounting Pronouncements

See Note 2 to our consolidated financial statements “Summary of Significant Accounting Policies — Recent Accounting Pronouncements Not Yet Adopted" for more information.

See Note 2 to our consolidated financial statements “Summary of Significant Accounting Policies — Accounting Pronouncements Recently Adopted and Recent Accounting Pronouncements Not Yet Adopted" for more information.

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.

What changed 10-K

Item 7. Management’s Discussion and Analysis