7 unchanged sentences
• Adverse general economic, market and industry conditions and reductions in workforce identity and customer identity spending have, in the past and may, in the future, reduce demand for our solutions, which could harm our revenue, results of operations and cash flows.
−Removed: • We have experienced rapid growth in prior periods, and any failure to effectively manage future growth could harm our business and future prospects.
−Removed: • If we fail to manage our growth effectively or fail to execute our business plan, we may not be able to maintain high levels of service and customer satisfaction or adequately address competitive challenges.
−Removed: • We face intense competition, especially from larger, well-established companies, and we may lack sufficient financial or other resources to maintain or improve our competitive position.
−Removed: • We have a history of losses, and we may not be consistently profitable in the future.
• Our business depends on our ability to retain existing customers, and our revenues and results of operations could be adversely impacted if they do not renew their subscriptions or purchase additional licenses or subscriptions with us.
• If we are unable to grow our customer base, our revenue growth and profitability could be harmed.
+Added: • We face intense competition, especially from larger, well-established companies, and we may lack sufficient financial or other resources to maintain or improve our competitive position.
• We may experience quarterly fluctuations in our results of operations due to a number of factors that make our future results difficult to predict and could cause our results of operations to fall below analyst or investor expectations.
2 unchanged sentences
We and our third-party service providers may experience similar incidents in the future which may also include disabling access to our service.
−Removed: • We and our third-party service providers have, in the past, failed or been perceived to have failed to fully comply with the privacy or security provisions of our privacy policy, our contracts and/or legal or regulatory requirements, which could result in proceedings, actions or penalties against us.
−Removed: We may experience similar incidents in the future.
+Added: • Any actual or perceived failure by us, our third-party service providers or our customers to comply with new or existing laws, regulations or other requirements relating to the privacy, security and processing of personal information could adversely affect our business, results of operations or financial condition.
• If we are unable to ensure that our solutions integrate or interoperate with a variety of operating systems, platforms, services, software applications devices, mobile phones and other hardware form factors that are developed by others, our platforms may become less competitive and our results of operations may be harmed.
• Real or perceived errors, failures, vulnerabilities or bugs in our solutions, including deployment complexity, have in the past and could, in the future, harm our business and results of operations.
+Added: • Issues with our use, development, adoption, deployment and maintenance of AI and machine learning technologies, combined with an uncertain regulatory environment, may result in reputational harm, liability or other adverse consequences to our business operations.
• Because we generally recognize revenue from our subscriptions and support services over the term of the relevant service period, a decrease in sales during a reporting period may not be immediately reflected in our results of operations for that period.
7 unchanged sentences
Our revenue, results of operations and cash flows depend on the overall demand for our solutions.
−Removed: Concerns about the inflation and interest rate environment, the instability of financial institutions, health epidemics, the systemic impact of a widespread recession (in the United States or internationally), energy costs, geopolitical issues, such as Russia’s invasion of Ukraine, or the availability and cost of credit have and could continue to lead to increased market volatility, decreased consumer confidence and diminished growth expectations in the U.S.
+Added: International and regional economic conditions, including instability or security concerns abroad, such as widespread downturns and recessions;
+Added: geopolitical events;
+Added: changes in trade policies, trade restrictions, economic sanctions or the threat of such actions;
+Added: the instability of financial institutions;
+Added: the availability and cost of credit;
+Added: fluctuations in the inflation and interest rate environment;
+Added: health epidemics;
+Added: or energy costs have and could continue to lead to increased market volatility, decreased consumer confidence and diminished growth expectations in the U.S.
economy and abroad, which in turn could result in reductions in spending on our platforms by our existing and prospective customers.
1 unchanged sentence
Prolonged economic slowdowns may result in customers requesting us to renegotiate existing contracts on less advantageous terms to us than those currently in place or defaulting on payments due on existing contracts or not renewing at the end of the contract term.
−Removed: For example, rising interest rates in the United States have affected businesses across many industries, including ours, by increasing the costs of labor, employee healthcare and other components, which may further constrain our, our customers’ and prospective customers’ budgets.
To the extent there is a sustained general economic downturn, and our platforms and services are perceived by customers or potential customers as costly, or too difficult to deploy or migrate to, our revenue may be disproportionately affected by delays or reductions in spending.
−Removed: We have experienced rapid growth in prior periods, and any failure to effectively manage future growth could harm our business and future prospects.
−Removed: Our prior revenue growth rates may not be indicative of our future growth or performance.
−Removed: We have experienced revenue growth rates of 43%, 22% and 15% during fiscal 2023, 2024 and 2025, respectively.
−Removed: Our revenue for any quarterly or annual period should not be relied upon as an indication of our future revenue or revenue growth for any future period, as we may not be able to sustain revenue growth consistent with recent history, or at all.
−Removed: Revenue growth depends on several factors, including pricing our platforms to attract new and retain existing customers;
−Removed: managing demand for our solutions;
−Removed: competing against larger companies and new market entrants;
−Removed: capitalizing on new acquisitions, technologies or growth opportunities;
−Removed: and other conditions described in these risk factors.
−Removed: If we are unable to grow our revenue, it will be difficult to maintain our profitability, or maintain or increase our cash flow on a consistent basis.
−Removed: We expect our operating expenses to increase in future periods as we continue to expand our business.
−Removed: If our revenue growth does not increase to offset these anticipated increases in our operating expenses, our business, financial position and results of operations will be harmed, and we may not be able to achieve or consistently maintain profitability.
−Removed: Additionally, the sales cycle for the evaluation and implementation of our platforms, which typically extends for multiple months for enterprise deals, may also cause us to experience a delay between increasing operating expenses and generating corresponding revenue, if any.
−Removed: We may not be able to prepare accurate internal financial forecasts or replace anticipated revenue that we lost as a result of such delays, and our results of operations in future reporting periods could differ materially from our
−Removed: estimates and forecasts, or may not meet the expectations of our investors, which could cause our business to suffer and our stock price to decline.
−Removed: If we fail to manage our growth effectively or fail to execute our business plan, we may not be able to maintain high levels of service and customer satisfaction or adequately address competitive challenges.
−Removed: We have experienced rapid growth and organizational change, which has placed, and may continue to place, significant demands on our management and our operational and financial resources.
−Removed: In order to manage future growth and better align our organizational structure and resources with our business priorities, we may undertake restructuring plans from time to time.
−Removed: For example, in recent years we have announced restructuring plans intended to reduce operating expenses and improve profitability that involved reductions of our workforce.
−Removed: We have in the past encountered, and may in the future encounter, challenges in the execution of these restructuring efforts, such as adverse impacts on employee morale or attrition beyond the intended reductions, and these challenges could impact our ability to execute on our business initiatives, which could cause our restructuring efforts to not be as effective as anticipated and harm our financial results.
−Removed: In addition, as we expand our business, it is important that we continue to maintain a high level of customer service and satisfaction.
−Removed: As our customer base continues to grow, we will need to expand our account management, customer service and other personnel, and our network of independent software vendors (“ISVs”), system integrators and other channel partners, to provide personalized account management and customer service.
−Removed: If we are not able to continue to provide high levels of customer service, our reputation, as well as our business, results of operations and financial condition, could be harmed.
−Removed: We face intense competition, especially from larger, well-established companies, and we may lack sufficient financial or other resources to maintain or improve our competitive position.
−Removed: The markets for our solutions are rapidly evolving, highly competitive, and subject to shifting customer needs and frequent introductions of new technologies.
−Removed: As the markets in which we operate continue to mature and new technologies and competitors enter such markets, we expect competition to intensify.
−Removed: We compete with both cloud-based and on-premise enterprise application software providers including, but not limited to:
−Removed: authentication providers;
−Removed: access and lifecycle management providers;
−Removed: multi-factor authentication providers;
−Removed: infrastructure-as-a-service providers;
−Removed: other customer identity and access management providers;
−Removed: and solutions developed in-house by our potential customers.
−Removed: Our principal competitor is Microsoft.
−Removed: Many of our competitors have significantly greater financial, technical, sales and marketing, distribution, customer support or other resources, larger intellectual property portfolios, longer operating histories, greater resources to make strategic acquisitions, more established relationships with third-party service providers, and greater name recognition than we do.
−Removed: They may also have a larger customer base, many of which may prefer to purchase from the same competitor rather than replace their existing infrastructure with our solutions.
−Removed: Some of our larger competitors have substantially broader product offerings, or greater resources to acquire new offerings or repurpose existing offerings to provide identity solutions with subscription models.
−Removed: As a result, they can leverage their relationships based on other solutions, or incorporate functionality into existing solutions, to gain business in a manner that discourages users from purchasing our solutions, including selling at zero or negative margins, bundling products or maintaining closed technology platforms.
−Removed: In addition, larger competitors, as well as new start-up companies that innovate, make significant investments in research and development and may invent similar or superior solutions that compete with our solutions.
−Removed: These competitive pressures or our failure to compete effectively may result in price reductions, fewer orders, reduced revenue and gross margins, increased net losses, and loss of market share, which could harm our business, results of operations and financial condition.
−Removed: We have a history of losses, and we may not be consistently profitable in the future.
−Removed: While we achieved profitability in fiscal 2025, we have incurred net losses of $355 million and $815 million in fiscal 2024 and 2023, respectively.
−Removed: We will need to generate and sustain increased revenue levels in future periods in order to become consistently profitable, and even if we do, we may not be able to maintain or increase our level of profitability.
−Removed: We may incur losses in the future for a number of reasons, including the risks described in these risk factors, an increase in operating expense, and other unknown risks.
−Removed: Any failure by us to sustain profitability on a consistent basis could cause the value of our common stock to decline.
Our business depends on our ability to retain existing customers, and our revenues and results of operations could be adversely impacted if they do not renew their subscriptions or purchase additional licenses or subscriptions with us.
6 unchanged sentences
our prices and pricing plans, including as compared to those of competing software solutions;
−Removed: unfavorable macroeconomic conditions;
+Added: unfavorable macroeconomic and geopolitical conditions;
reductions in customer spending levels;
7 unchanged sentences
As our market matures and product offerings evolve, we believe that competitors will introduce lower cost or differentiated solutions that compete, or are perceived to compete, with our solutions.
−Removed: If prospective customers view the cost or features of competitors’ solutions as preferable to ours, or do not perceive our solutions to be of sufficiently high value and quality, we could fail to attract the number and types of new customers we are seeking.
+Added: If prospective customers view the cost or features of competitors’ solutions as preferable to ours, or do not perceive our solutions to be of sufficiently high value and quality, we could fail to attract the number and
+Added: types of new customers we are seeking.
Prospective customers’ decisions to purchase our solutions depends on a variety of other factors, including those specified under the risk factor titled “ Our business depends on our ability to retain existing customers, and our revenues and results of operations could be adversely impacted if they do not renew their subscriptions or purchase additional licenses or subscriptions with us ,” and described elsewhere in these risk factors.
Any failure to attract new customers could impede our success in selling new subscriptions and adversely impact our business, financial condition and results of operations.
+Added: We face intense competition, especially from larger, well-established companies, and we may lack sufficient financial or other resources to maintain or improve our competitive position.
+Added: The markets for our solutions are rapidly evolving, highly competitive and subject to shifting customer needs and frequent introductions of new technologies.
+Added: As the markets in which we operate continue to mature and new technologies and competitors enter such markets, we expect competition to intensify.
+Added: We compete with both cloud-based and on-premise enterprise application software providers including, but not limited to:
+Added: authentication providers;
+Added: identity governance providers;
+Added: multi-factor authentication providers;
+Added: infrastructure-as-a-service providers;
+Added: other customer identity and access management providers;
+Added: and solutions developed in-house by our potential customers.
+Added: Our principal competitor is Microsoft.
+Added: Many of our competitors have significantly greater financial, technical, sales and marketing, distribution, customer support or other resources, larger intellectual property portfolios, longer operating histories, greater resources to make strategic acquisitions, more established relationships with third-party service providers and greater name recognition than we do.
+Added: They may also have a larger customer base, many of which may prefer to purchase from the same competitor rather than replace their existing infrastructure with our solutions.
+Added: Some of our larger competitors have substantially broader product offerings, or greater resources to acquire new offerings or repurpose existing offerings to provide identity solutions with subscription models.
+Added: As a result, they can leverage their relationships based on other solutions, or incorporate functionality into existing solutions, to gain business in a manner that discourages users from purchasing our solutions, including selling at zero or negative margins, bundling products or maintaining closed technology platforms.
+Added: In addition, larger competitors, as well as new start-up companies that innovate, make significant investments in research and development and may invent similar or superior solutions that compete with our solutions.
+Added: It is also possible that products and services developed by others, including, but not limited to, new technologies and offerings integrating AI, or products and services developed by competitors, could put us at a competitive disadvantage.
+Added: These competitive pressures or our failure to compete effectively may result in price reductions, fewer orders, reduced revenue and gross margins, increased net losses and loss of market share, which could harm our business, results of operations and financial condition.
+Added: If we fail to adapt to rapid technological change, our ability to remain competitive could be impaired.
+Added: The industry in which we compete is characterized by rapid technological change, frequent introductions of new solutions and evolving industry standards.
+Added: Our ability to attract new customers and increase revenue from existing customers will depend in significant part on our ability to anticipate industry standards and trends.
+Added: We must continue to enhance existing solutions or introduce or acquire new solutions on a timely basis to keep pace with technological developments.
+Added: The success of any enhancement or new solution depends on several factors, including the timely completion and market acceptance of the enhancement or new solution.
+Added: Any new solution we develop or acquire might not be introduced in a timely or cost-effective manner and might not achieve the broad market acceptance necessary to generate significant revenue.
+Added: If any of our competitors implements new technologies before we are able to implement them, those competitors may be able to provide more effective solutions than ours at lower prices.
+Added: Any delay or failure in the introduction of new or enhanced solutions that gain market acceptance and meet customer requirements could harm our business, results of operations and financial condition.
+Added: Our ability to introduce new solutions is dependent on adequate research and development resources and, in part, on our ability to successfully complete acquisitions.
+Added: If we do not adequately fund our research and development efforts or complete acquisitions successfully, we may not be able to compete effectively and our business and results of operations may be harmed.
+Added: To remain competitive, we must continue to develop new solutions, applications and enhancements to our existing portfolio.
+Added: This is particularly true as we further expand and diversify our capabilities.
+Added: Maintaining adequate research and development resources, such as the appropriate personnel and development technology, to meet the demands of the market is essential.
+Added: If we elect not to or are unable to develop solutions internally, we may choose to expand into a certain market or strategy via an acquisition for which we could potentially pay too much or fail to
+Added: successfully integrate into our operations.
+Added: Further, many of our competitors expend a considerably greater amount of funds on their respective research and development programs, and those that do not have, in some cases, been acquired by larger companies that allocate greater resources to our competitors’ research and development programs.
+Added: Our failure to maintain adequate research and development resources or to compete effectively with the research and development programs of our competitors would give an advantage to such competitors and may harm our business, results of operations and financial condition.
+Added: Even if we maintain adequate research and development resources, we may be unable to monetize newly developed solutions or features such that we can recoup our research and development expenditures.
+Added: For example, if we develop a new feature but our competitors give an equivalent feature away for free, we may need to also include our newly developed feature for free as part of an existing product offering to remain competitive in the marketplace.
+Added: Such a loss of anticipated revenue to offset our research and development expenditures may harm our business, results of operations and financial condition.
We may experience quarterly fluctuations in our results of operations due to a number of factors that make our future results difficult to predict and could cause our results of operations to fall below analyst or investor expectations.
6 unchanged sentences
• the mix of revenue attributable to larger transactions as opposed to smaller transactions, and the associated volatility and timing of our transactions;
−Removed: • changes in remaining performance obligations (“RPO”) due to seasonality, the timing of and compounding effects of renewals, invoice duration, size and timing, new business linearity between quarters and within a quarter, average contract term or fluctuations due to foreign currency movements, all of which may impact implied growth rates;
+Added: • changes in remaining performance obligations due to seasonality, the timing of and compounding effects of renewals, invoice duration, size and timing, new business linearity between quarters and within a quarter, average contract term or fluctuations due to foreign currency movements, all of which may impact implied growth rates;
• errors in our forecasting of the demand for our solutions, which could lead to lower revenue, increased costs or both;
8 unchanged sentences
• expenses related to real estate, including our office leases and other fixed expenses;
+Added: • changes in government spending and budgetary priorities, workforce reduction and other policy shifts;
• general economic, market and industry conditions in domestic or international markets, including the inflation and interest rate environment, geopolitical uncertainty and instability;
+Added: • changes in trade policies, trade restrictions or the threat of such actions.
Any one or more of the factors above may result in significant fluctuations in our results of operations.
2 unchanged sentences
If we fail to meet or exceed such expectations for these or any other reasons, the market price of our Class A common stock could fall substantially, and we could face costly lawsuits, including securities class action suits.
−Removed: Our ability to introduce new solutions is dependent on adequate research and development resources and, in part, on our ability to successfully complete acquisitions.
−Removed: If we do not adequately fund our research and development efforts or complete acquisitions successfully, we may not be able to compete effectively and our business and results of operations may be harmed.
−Removed: To remain competitive, we must continue to develop new solutions, applications and enhancements to our existing portfolio.
−Removed: This is particularly true as we further expand and diversify our capabilities.
−Removed: Maintaining adequate research and development resources, such as the appropriate personnel and development technology, to meet the demands of the market is essential.
−Removed: If we elect not to or are unable to develop solutions internally, we may choose to expand into a certain market or strategy via an acquisition for which we could potentially pay too much or fail to successfully integrate into our operations.
−Removed: Further, many of our competitors expend a considerably greater amount of funds on their respective research and development programs, and those that do not have, in some cases, been acquired by larger companies that allocate greater resources to our competitors’ research and development programs.
−Removed: Our failure to maintain adequate research and development resources or to compete effectively with the research and development programs of our competitors would give an advantage to such competitors and may harm our business, results of operations and financial condition.
−Removed: Even if we maintain adequate research and development resources, we may be unable to monetize newly developed solutions or features such that we can recoup our research and development expenditures.
−Removed: For example, if we develop a new feature but our competitors give an equivalent feature away for free, we may need to also include our newly developed feature for free as part of an existing product offering to remain competitive in the marketplace.
−Removed: Such a loss of anticipated revenue to offset our research and development expenditures may harm our business, results of operations and financial condition.
+Added: Our prior revenue growth rates may not be indicative of our future growth or performance.
+Added: Our revenue growth depends on several factors, including pricing our platforms to attract new and retain existing customers;
+Added: managing demand for our solutions;
+Added: competing against larger companies and new market entrants;
+Added: capitalizing on new acquisitions, technologies or growth opportunities;
+Added: and other conditions described in these risk factors.
+Added: If we are unable to grow our revenue, it will be difficult to maintain our profitability, or maintain or increase our cash flow on a consistent basis.
+Added: We expect our operating expenses to increase in future periods as we continue to expand our business.
+Added: If our revenue growth does not increase to offset these anticipated increases in our operating expenses, our business, financial position and results of operations will be harmed, and we may not be able to consistently maintain profitability.
+Added: Our growth depends, in part, on the success of our strategic relationships with third parties.
+Added: To grow our business, we expect to continue to depend on relationships with third parties, such as channel partners.
+Added: Identifying partners, negotiating and maintaining relationships with them requires significant time and resources.
+Added: Our ability to compete in the marketplace depends, in part, on whether third parties successfully market, resell, implement or support our solutions for their customers.
+Added: For example, some of our channel partners sell or provide integration and administration services for our competitors’ solutions.
+Added: They may choose to devote greater resources to our competitors that are more effective in incentivizing them to favor their solutions over ours.
+Added: In addition, acquisitions of such partners by our competitors could result in a decrease in the number of our current and potential customers, as these partners may no longer facilitate the adoption of our applications by potential customers.
+Added: Some of our partners compete with certain of our solutions and may elect to no longer integrate with our platforms or sell our solutions.
+Added: Our growth also depends on our ability to incentivize third-party developers to adopt and build their applications using our APIs and solutions.
+Added: We believe that these applications facilitate greater usage and customization of our solutions.
+Added: If these third-party developers stop developing on or supporting our platforms, we will lose the benefit of network effects that have contributed to the growth in our number of customers.
+Added: If we are unsuccessful in establishing or maintaining our relationships with third parties, our ability to grow our revenue could be impaired, and our results of operations may suffer.
+Added: Even if we are successful, we cannot ensure that these relationships will result in increased customer usage of our applications or increased revenue.
+Added: Because our long-term success depends, in part, on our ability to expand the sales of our solutions to customers located outside of the United States, our business will be susceptible to risks associated with international operations.
+Added: We currently have sales personnel outside the United States and maintain offices outside the United States in the Americas, Asia-Pacific and Europe, and our international revenue was 21% and 20% of our total revenue in fiscal 2025 and fiscal 2026, respectively.
+Added: Any international expansion efforts that we may undertake may not be successful.
+Added: We may face challenges, including those not generally faced in the United States, such as managing and staffing international operations, and becoming familiar with varying technology standards, local laws and business practices.
+Added: Conducting international operations also subjects us to, among other risks described in these risk factors:
+Added: • general political, economic and social uncertainties, including macroeconomic and geopolitical conditions and financial market conditions;
+Added: • unexpected changes in, or costs and liabilities related to, compliance with foreign legal and regulatory requirements, such as data privacy and cybersecurity regimes;
+Added: intellectual property rights protections;
+Added: and requirements relating to the localization of our solutions;
+Added: • restrictive governmental actions focusing on cross-border trade, including taxes, changes in trade policies, trade restrictions, import and export restrictions or quotas, barriers, sanctions, custom duties or the threat of such actions;
+Added: • difficulties in managing systems integrators and technology partners.
+Added: Establishing operations in international markets also requires significant management attention and financial resources and we cannot guarantee that these investments will produce desired levels of revenue or profitability.
+Added: If we fail to expand our operations successfully and in a timely manner, our business and results of operations will suffer.
Future acquisitions, investments, partnerships or alliances could be difficult to identify and integrate, divert the attention of management personnel, disrupt our business, dilute stockholder value and harm our results of operations and financial condition.
3 unchanged sentences
integrate the acquired operations and technologies;
−Removed: adequately test and assimilate the internal control processes of the acquired business in accordance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”);
+Added: adequately test and assimilate the internal control processes of the acquired business in accordance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);
or effectively manage the combined business.
7 unchanged sentences
If an acquired business fails to meet our expectations, our business, results of operations and financial condition could suffer.
−Removed: Because our long-term success depends, in part, on our ability to expand the sales of our solutions to customers located outside of the United States, our business will be susceptible to risks associated with international operations.
−Removed: We currently have sales personnel outside the United States and maintain offices outside the United States in the Americas, Asia-Pacific and Europe, and our international revenue was 21% of our total revenue in fiscal 2024 and fiscal 2025.
−Removed: Any international expansion efforts that we may undertake may not be successful.
−Removed: We may face challenges, including those not generally faced in the United States, such as managing and staffing international operations, and becoming familiar with varying technology standards, local laws and business practices.
−Removed: Conducting international operations also subjects us to, among other risks described in these risk factors:
−Removed: • political, economic and social uncertainties, including macroeconomic conditions;
−Removed: • unexpected changes in, or costs and liabilities related to, compliance with foreign legal and regulatory requirements, such as data privacy and cybersecurity regimes;
−Removed: intellectual property rights protections;
−Removed: and requirements relating to the localization of our solutions;
−Removed: • restrictive governmental actions focusing on cross-border trade, including taxes, trade laws, tariffs, import and export restrictions or quotas, barriers, sanctions, custom duties or other trade restrictions;
−Removed: • difficulties in managing systems integrators and technology partners.
−Removed: Establishing operations in international markets also requires significant management attention and financial resources, and we cannot guarantee that these investments will produce desired levels of revenue or profitability.
−Removed: If we fail to expand our operations successfully and in a timely manner, our business and results of operations will suffer.
−Removed: If we fail to adapt to rapid technological change, our ability to remain competitive could be impaired.
−Removed: The industry in which we compete is characterized by rapid technological change, frequent introductions of new solutions and evolving industry standards.
−Removed: Our ability to attract new customers and increase revenue from existing customers will depend in significant part on our ability to anticipate industry standards and trends.
−Removed: We must continue to enhance existing solutions, or introduce or acquire new solutions on a timely basis to keep pace with technological developments.
−Removed: The success of any enhancement or new solution depends on several factors, including the timely completion and market acceptance of the enhancement or new solution.
−Removed: Any new solution we develop or acquire might not be introduced in a timely or cost-effective manner and might not achieve the broad market acceptance necessary to generate significant revenue.
−Removed: If any of our competitors implements new technologies before we are able to implement them, those competitors may be able to provide more effective
−Removed: solutions than ours at lower prices.
−Removed: Any delay or failure in the introduction of new or enhanced solutions that gain market acceptance and meet customer requirements could harm our business, results of operations and financial condition.
Our financial results may fluctuate due to increasing variability in our sales cycles.
1 unchanged sentence
These assumptions are based upon historical trends for sales cycles and conversion rates associated with our existing customers.
−Removed: We are increasingly focused on sales to larger organizations, which often involve lengthy purchasing approval processes and less predictable sales cycles.
−Removed: The length of sales cycles may be further impacted by the current macroeconomic environment and by the discretionary nature of customer spending.
−Removed: Customers may also take prolonged evaluation periods of our platforms, or their features or functionality, and those of our competitors.
+Added: We are increasingly focused on sales to larger organizations, which often involve lengthy
+Added: purchasing approval processes and less predictable sales cycles.
+Added: The length of sales cycles may be further impacted by the current macroeconomic and geopolitical environment and by the discretionary nature of customer spending.
+Added: Customers may also take prolonged evaluation periods of our platforms, or their features or functionality, as well as those of our competitors.
As a result, it is difficult to predict exactly when, or even if, we will make a sale.
If we are unable to close one or more of expected significant transactions in a particular period, or if such an expected transaction is delayed until a subsequent period, our results of operations for that period and for any future periods in which revenue from such transaction would otherwise have been recognized, may be harmed.
−Removed: Our growth depends, in part, on the success of our strategic relationships with third parties.
−Removed: To grow our business, we expect to continue to depend on relationships with third parties, such as channel partners.
−Removed: Identifying partners, negotiating and maintaining relationships with them requires significant time and resources.
−Removed: Our ability to compete in the marketplace depends, in part, on whether third parties successfully market, resell, implement or support our solutions for their customers.
−Removed: For example, some of our channel partners sell or provide integration and administration services for our competitors’ solutions.
−Removed: They may choose to devote greater resources to our competitors that are more effective in incentivizing them to favor their solutions over ours.
−Removed: In addition, acquisitions of such partners by our competitors could result in a decrease in the number of our current and potential customers, as these partners may no longer facilitate the adoption of our applications by potential customers.
−Removed: Some of our partners compete with certain of our solutions and may elect to no longer integrate with our platforms or sell our solutions.
−Removed: Our growth also depends on our ability to incentivize third-party developers to adopt and build their applications using our APIs and solutions.
−Removed: We believe that these applications facilitate greater usage and customization of our solutions.
−Removed: If these third-party developers stop developing on or supporting our platforms, we will lose the benefit of network effects that have contributed to the growth in our number of customers.
−Removed: If we are unsuccessful in establishing or maintaining our relationships with third parties, our ability to grow our revenue could be impaired, and our results of operations may suffer.
−Removed: Even if we are successful, we cannot ensure that these relationships will result in increased customer usage of our applications or increased revenue.
Various factors may cause implementation of our solutions to be delayed, inefficient or otherwise unsuccessful.
9 unchanged sentences
We rely on partners to resell our services to public sector entities, and we have made and plan to continue to make investments to support future sales opportunities in the public sector.
−Removed: The sale of our services to public sector entities is tied to budget cycles, and there are government requirements and authorizations that we may be required
+Added: The sale of our services to public sector entities is tied to budget cycles and there are government requirements and authorizations that we may be required to meet.
+Added: Changes in fiscal or contracting policies or reductions in government spending or workforce could adversely affect the funding for and purchases of our platforms and, in turn, could negatively impact our revenue and future growth.
Further, we may be subject to audits and investigations regarding our role as a subcontractor in government contracts, and violations could result in penalties and sanctions, including contract termination, refunding or forfeiting payments, fines and suspension or debarment from future government business.
12 unchanged sentences
In the past, our efforts to build our brand have involved significant expenses and have not always attracted a sufficient number of new customers to be cost-effective.
−Removed: As of fiscal 2026, we are further specializing our sales force to better align with our customers and evolving market demands, which will require us to invest significant financial and other resources.
−Removed: We may not achieve anticipated revenue growth if we are unable to hire and develop talented sales personnel, if our new sales personnel are unable to achieve desired productivity levels in a reasonable period of time or if we are unable to retain our existing sales personnel.
−Removed: If our marketing and sales efforts are unsuccessful and we fail to enhance our brand we may fail to attract new customers or retain our existing customers to the extent necessary to realize a sufficient return on our brand-building efforts, and our business, results of operations and financial condition could suffer.
+Added: In February 2025, we began further specializing our sales force to better align with our customers and evolving market demands, which has required us to invest significant financial and other resources.
+Added: We may not achieve anticipated revenue growth if we are unable to hire and develop talented sales personnel or retain our existing sales personnel, or if our new sales personnel are unable to achieve desired productivity levels in a reasonable period of time.
+Added: If our marketing and sales efforts are unsuccessful and we fail to enhance our brand we may fail to attract new customers or retain our existing customers to the extent necessary to realize a sufficient return on our brand-building efforts.
+Added: As a result, our business, results of operations and financial condition could suffer.
We may not set optimal prices for our solutions.
In the past, we have at times adjusted our prices either for individual customers in connection with long-term agreements or for a particular solution.
−Removed: We expect that we may need to change our pricing in future periods and potentially in response to the inflation and interest rate environment and increased costs.
−Removed: Further, as competitors introduce new solutions that compete with ours or reduce their prices, we may be unable to attract new customers or retain existing customers based on our historical pricing.
−Removed: As we expand internationally, we also must determine the appropriate price to enable us to compete effectively internationally.
+Added: We expect that we may need to change our pricing in future periods and potentially in response to increased costs, including as a result of the inflation and interest rate environment, geopolitical considerations, as well as changes in trade policies, trade restrictions or the threat of such actions.
+Added: Further, as competitors introduce new solutions that compete with ours, or if they reduce their prices or adopt preferable pricing models for evolving technologies, such as AI agents, we may be unable to attract new customers or retain existing customers based on our historical pricing.
+Added: As we further expand internationally and into additional verticals, we also must determine the appropriate price to enable us to compete effectively.
In addition, if our mix of solutions sold changes, then we may need to, or choose to, revise our pricing.
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If we engage in additional debt financing, we may be required to accept terms that restrict our ability to incur additional indebtedness, force us to maintain specified liquidity or other ratios or restrict our ability to pay dividends or make acquisitions.
−Removed: If we need additional capital and
−Removed: cannot raise it on acceptable terms, or at all, we may not be able to effectively grow our business or respond to competitive pressures, which could harm our business, results of operations and financial condition.
+Added: If we need additional capital and cannot raise it on acceptable terms or at all, we may not be able to effectively grow our business or respond to competitive pressures, which could harm our business, results of operations and financial condition.
We may be subject to liability claims if we breach our contracts and our insurance may be inadequate to cover our losses.
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Further, our insurance may not cover all claims made against us and defending a suit, regardless of its merit, could be costly and divert management’s attention.
−Removed: Evolving and complex scrutiny of sustainability matters may require us to incur additional costs or otherwise adversely impact our business.
−Removed: Increased attention to environmental sustainability and social issues, as well as societal expectations regarding voluntary sustainability initiatives and disclosures, may result in increased costs (including but not limited to, increased costs related to compliance, stakeholder engagement and contracting), impact our reputation, or otherwise affect our business performance.
−Removed: We have undertaken certain sustainability-related initiatives, goals and commitments, which we have communicated on our website, in our SEC filings and elsewhere.
−Removed: We may undertake additional actions, including establishing certain sustainability goals or targets, to improve our sustainability profile and/or respond to demand from investors, regulators, customers and other stakeholders, both U.S.-based and internationally.
−Removed: However, such actions may be costly or subject to numerous conditions that are outside our control, and we cannot guarantee that such actions will have the desired effect.
−Removed: Our actual or perceived failure to achieve such goals or targets could negatively impact our reputation and impact our ability to compete as effectively to recruit or retain employees.
+Added: Evolving and complex scrutiny of sustainability matters may require us to incur additional costs or otherwise adversely impact our reputation or business.
+Added: Investors, regulators, customers and other stakeholders, both in the United States and internationally, are increasingly attentive to, and have evolving expectations about, sustainability and social issues, initiatives and disclosures.
+Added: We have undertaken certain sustainability-related initiatives, goals and commitments, which we have communicated on our website, in our SEC filings and elsewhere, and may undertake additional actions in the future.
+Added: These actions, including establishing certain sustainability goals or targets to respond to stakeholder demands or requirements, may result in increased costs (including, but not limited to, increased costs related to compliance, stakeholder engagement and meeting our contractual commitments).
+Added: Our ability to perform or carry out such actions may be subject to numerous conditions that are outside our control, and we cannot guarantee that any actions or
+Added: outcomes will have the desired effect.
+Added: Our actual or perceived failure to achieve such goals or targets could negatively impact our reputation and otherwise affect our business performance.
Risks Related to Intellectual Property, Infrastructure Technology, Data Privacy and Security
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Our platforms are accessed by a large number of customers, often at the same time, and we continue to expand the number of our customers and solutions available to our customers.
−Removed: While we rely on third-party information technology systems, broadband and other communications systems and service providers to assist in providing access to our platforms, maintaining our infrastructure, and distributing our solutions via the internet, we may not be able to scale our technology to accommodate increased capacity requirements, which may result in
−Removed: interruptions or delays in service.
+Added: While we rely on third-party information technology systems, broadband and other communications systems and service providers to assist in providing access to our platforms, maintaining our infrastructure and distributing our solutions via the internet, we may not be able to scale our technology to accommodate increased capacity requirements, which may result in interruptions or delays in service.
If a service provider fails to provide sufficient capacity to support our platforms or otherwise experiences service outages, including intentionally blocking our internet traffic or all internet traffic, for example at the request of a national government intending to isolate its country’s network, such failure could interrupt our customers’ access to our service, which could adversely affect their perception of our platforms’ reliability and our revenues.
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We and our third-party service providers may experience similar incidents in the future which may also include disabling access to our service.
−Removed: Increasingly, companies, including Okta, Inc., are subject to a wide variety of attacks on their systems and networks on an ongoing basis.
−Removed: In addition to threats from traditional computer “hackers,” malicious code (such as malware, viruses, worms and ransomware), employee or contractor theft or misuse, password spraying, phishing and denial-of-service attacks, we and our third-party service providers now also face threats from sophisticated nation-state actors and organized crime groups who engage in attacks (including advanced persistent threat intrusions) that add to the risks to our systems (including those hosted on AWS’ or other cloud services providers’ systems), internal networks, our customers’ systems and the information that we and they store and process.
+Added: Our business relies on computer systems, hardware, software, technology infrastructure, and online sites and networks for operations that are critical to our business.
+Added: Increasingly, we and other companies are subject to a wide variety of attacks on their systems and networks on an ongoing basis.
+Added: In addition to threats from traditional computer “hackers,” malicious code (such as malware, viruses, worms and ransomware), employee or contractor
+Added: theft or misuse, password spraying, phishing and denial-of-service attacks, we and our third-party service providers now also face threats from sophisticated nation-state actors and organized crime groups who engage in attacks (including advanced persistent threat intrusions) that add to the risks to our systems (including those hosted on AWS’ or other cloud services providers’ systems), internal networks, our customers’ systems and the information that we and they store and process.
For example, like other companies, we have experienced an increase in cybersecurity attacks and have had to expend increasing amounts of human and financial capital to respond.
We expect that these cybersecurity attacks will continue and that the scope and sophistication of these efforts will increase in future periods.
+Added: In particular, the use of AI, AI agents and NHIs to develop, conduct and/or enhance cyberattacks is expected to increase the frequency, severity and volume of such attacks.
Despite significant efforts to create security barriers to such threats, it is virtually impossible for us to entirely mitigate these risks.
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The security measures we have integrated into our internal systems and platforms, which are designed to detect unauthorized activity and prevent or minimize security breaches, may not function as expected and have not in the past been, and may not in the future be, sufficient to protect our internal networks and platforms against certain attacks.
−Removed: In addition, techniques used to sabotage or to obtain unauthorized access to networks in which data is stored or through which data is transmitted change frequently, become more complex over time.
+Added: Further, because we do not control our third-party service providers or the processing of data by our third-party service providers, we cannot ensure the integrity or security of the measures they take to protect customer information and prevent data loss.
+Added: In addition, techniques used to sabotage or to obtain unauthorized access to networks in which data is stored or through which data is transmitted change frequently and become more complex over time.
As a result, we and our third-party service providers have in the past been, and may in the future be, unable to anticipate these techniques or implement adequate preventative measures quickly enough to prevent either an electronic intrusion into our systems or services or a compromise of customer data, employee data or other protected information.
−Removed: Our customers’ use of our technology to access business systems and store data concerning, among others, their employees, contractors, partners and customers is essential to their use of our platforms, which stores, transmits and processes customers’ proprietary information and users’ personal data experienced and likely will in the future experience attacks targeting such customer data.
−Removed: When such breaches occur, as a result of third-party action, technology limitations, employee or contractor error, malfeasance or otherwise, and if the confidentiality, integrity or availability of our customers’ data or systems is disrupted, we could incur significant liability to our customers and to individuals or businesses whose information was being stored by our customers, and our platforms may be perceived as less desirable, which could negatively affect our business and damage our reputation.
−Removed: Techniques used to obtain unauthorized access to, or to sabotage, systems change frequently and generally are not recognized until launched against a target.
−Removed: As a result, we, our third-party service providers and our customers have not in the past been, and may not in the future be, able to anticipate these techniques or to implement adequate preventive measures.
−Removed: Further, because we do not control our third-party service providers, or the processing of data by our third-party service providers, we cannot ensure the integrity or security of measures they take to protect customer information and prevent data loss.
+Added: Our customers’ use of our technology to access business systems and store data concerning, among others, their employees, contractors, partners and customers is essential to their use of our platforms.
+Added: As our platforms store, transmit and process customers’ proprietary information and users’ personal data, they have experienced and likely will in the future experience attacks targeting such customer data.
+Added: When such breaches occur, and if the confidentiality, integrity or availability of our customers’ data or systems is disrupted, we could incur significant liability to our customers and to individuals or businesses whose information was being stored by our customers, and our platforms may be perceived as less desirable, which could negatively affect our business and damage our reputation.
In addition, security breaches impacting our platforms have in certain cases resulted in and could in the future result in a risk of loss or unauthorized disclosure or theft of this information, or the denial of access to this information, which, in turn, could lead to enforcement actions, litigation, regulatory or governmental audits, investigations and possible liability and increased requests by individuals regarding their personal data.
−Removed: Security breaches could also damage our relationships with and ability to attract customers and partners, and trigger service availability, indemnification and other contractual obligations.
+Added: Security breaches could also damage our relationships with and ability to attract customers and partners, as well as trigger service availability, indemnification and other contractual obligations.
For example, our customers have in the past published public criticisms of our security practices in connection with security incidents, and these postings harm our reputation and brand.
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Furthermore, as a well-known provider of identity and security solutions that form a part of our customers’ security software supply chain, any such breach, including a breach of our customers’ systems, could compromise systems secured by our solutions, creating system disruptions or slowdowns and exploiting security vulnerabilities of our or our customers’ systems, and the information stored on our or our customers’ systems could be accessed, publicly disclosed, altered, lost or stolen, which could subject us to liability and cause us financial harm.
−Removed: Our disclosures concerning security incidents also may become the subject of litigation, and our disclosures concerning the January 2022 compromise, for example, have become the subject of lawsuits, as discussed in Item 3, “ Legal Proceedings ” below.
While we have taken a number of remediation steps, there is no guarantee that our preventative and mitigation actions with respect to this incident and others like it will fully eliminate the risk of a malicious compromise of our or our customers’ systems.
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For example, the January 2022 compromise of one of our third-party service providers by a threat actor, even though not material and not a breach of our platforms, nonetheless was widely publicized and focused attention on the security of our systems and the systems of our third-party service providers.
−Removed: In addition, in October 2023, a threat actor gained unauthorized access to and stole information from inside our customer support system, which was hosted by a third-party service provider.
+Added: In addition, in October 2023, a threat actor gained
+Added: unauthorized access to and stole information from inside our customer support system, which was hosted by a third-party service provider.
While we maintain cybersecurity insurance, our insurance may be insufficient to cover all liabilities incurred in these incidents and any incidents may result in loss of, or increased costs of, our cybersecurity insurance.
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In addition, a breach of the security measures of one of our key ISVs or other channel partners or a security software supply chain attack even many levels removed could result in the exfiltration of confidential corporate information or other data that may provide additional avenues of attack.
−Removed: For example, an exploitation in an open source library that is imported and used in another framework that is used by a software product used by Okta, Inc.
−Removed: could introduce an avenue of attack into our platforms.
+Added: For example, an exploitation in an open source library that is imported and used in another framework that is used by a software product used by us could introduce an avenue of attack into our platforms.
If a high profile security breach occurs with respect to a comparable cloud technology provider, our customers and potential customers may lose trust in the security of the cloud business model generally, which could adversely impact our ability to retain existing customers or attract new ones, potentially causing a negative impact on our business.
Any of these negative outcomes could adversely impact market acceptance of our solutions and could harm our business, results of operations and financial condition.
−Removed: Third parties have induced and may continue to fraudulently induce employees, contractors, customers or our customers’ users into disclosing sensitive information such as user names, passwords or other information or otherwise compromise the security of our applications, internal networks, electronic systems and/or physical facilities in order to gain access to our data or our customers’ data, which could result in significant legal and financial exposure, a loss of confidence in the security of our platforms, interruptions or malfunctions in our operations, account lockouts, and, ultimately, harm to our future business prospects and revenue.
−Removed: We may be required to expend significant capital and financial resources to protect against such threats or to alleviate problems caused by breaches in security.
−Removed: We and our third-party service providers have, in the past, failed or been perceived to have failed to fully comply with the privacy or security provisions of our privacy policy, our contracts and/or legal or
−Removed: regulatory requirements, which could result in proceedings, actions or penalties against us.
−Removed: We may experience similar incidents in the future.
−Removed: Our customers’ storage and use of data concerning, among others, their employees, contractors, partners and customers is essential to their use of our platforms.
−Removed: We have implemented various features intended to enable our customers to better comply with applicable privacy and security requirements in their collection and use of data within our online service, but these features have, in the past, not ensured and may, in the future, not ensure our customers’ compliance and may not be effective against all potential privacy or related regulatory concerns.
−Removed: Many jurisdictions have enacted or are considering enacting or revising privacy and/or data security legislation, including laws and regulations applying to the collection, use, storage, transfer, disclosure and/or processing of personal data.
−Removed: The costs of compliance with, and other burdens imposed by, such laws and regulations that are applicable to the operations of our customers may limit the use and adoption of our service and reduce overall demand for it.
+Added: Any actual or perceived failure by us, our third-party service providers or our customers to comply with new or existing laws, regulations or other requirements relating to the privacy, security and processing of personal information could adversely affect our business, results of operations or financial condition.
+Added: In connection with running our business, we receive, store, use and otherwise process personal data, including on behalf of our customers.
+Added: Our customers’ storage and use of personal data concerning, among others, their employees, contractors, partners and customers is essential to their use of our platforms.
+Added: We and our customers are therefore subject to global data protection laws and regulations, as well as other privacy-related requirements.
+Added: For example, data protection laws, such as those applicable in the European Union, Canada and certain of its provinces, United Kingdom, Asia and certain states in the United States, have enhanced data protection obligations for companies that handle personal data.
+Added: Obligations include, for example, expanded disclosures about how personal data is to be used, individual rights in relation to personal data, limitations on retention of personal data, mandatory data breach notification requirements and strict obligations on service providers, and restrictions on online marketing and the use of cookies and tracking technologies.
+Added: The costs of compliance with, and other burdens imposed by, such laws and regulations that are applicable to our business and the operations of our customers may limit the use and adoption of our service and reduce overall demand for it.
These privacy and data security related laws and regulations are evolving and may result in increasing regulatory and public scrutiny and escalating levels of enforcement and sanctions.
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Although we are working to comply with those federal, state and foreign laws and regulations, industry standards, contractual obligations and other legal obligations that apply to us, those laws, regulations, standards and obligations are evolving and may be modified, interpreted and applied in an inconsistent manner from one jurisdiction to another and may conflict with one another, other requirements or legal obligations, our practices or the features of our platforms.
−Removed: We also expect that there will continue to be new proposed laws, regulations, self-regulatory and industry standards concerning privacy, data protection, digital services, and information security in the United States, China, the European Union, India and other jurisdictions, and we cannot yet determine the impact such future laws, regulations and standards may have on our business.
+Added: Additionally, while we have implemented various features intended to enable our customers to better comply with applicable privacy and security requirements in their collection and use of data within our platforms, these features have, in the past, not ensured and may, in the future, not ensure our customers’ compliance and may not be effective against all potential privacy or related regulatory concerns.
+Added: We also expect that there will continue to be new proposed laws, regulations, self-regulatory and industry standards concerning privacy, data protection, digital services and information security in the United States, the European Union and other jurisdictions, and we cannot yet determine the impact such future laws, regulations and standards may have on our business.
In the United States, the Federal Trade Commission and state regulators enforce a variety of data privacy issues, such as promises made in privacy policies or failures to appropriately protect information about individuals, as unfair or deceptive acts or practices in or affecting commerce in violation of the Federal Trade Commission Act or similar state laws.
−Removed: state level, over a dozen states have adopted new or modified privacy and security laws.
−Removed: These laws create a patchwork of legislation and regulation that impose heightened transparency obligations about data collection, use, and sharing practices, add restrictions on the “sale” or “sharing” or transfer of personal information to third parties for purposes such as advertising or analytics, create new data privacy rights for consumers including the ability to limit the use of personal information for advertising, and carry significant enforcement penalties for non-compliance, including monetary and injunctive relief.
+Added: states have also adopted new or modified privacy and security laws.
+Added: These laws create a patchwork of legislation and regulation that impose heightened transparency obligations about data collection, use and sharing practices;
+Added: add restrictions on the “sale” or “sharing” or transfer of personal information to third parties for purposes such as advertising or analytics;
+Added: create new data privacy rights for consumers including the ability to limit the use of personal information for advertising;
+Added: significant enforcement penalties for non-compliance, including monetary and injunctive relief.
This patchwork may also give rise to conflicts or differing views of personal privacy rights.
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Such laws and regulations may require companies to implement privacy and security policies, permit users to exercise various data rights, inform individuals of security breaches that affect their personal data and, in some cases, obtain individuals’ consent to use personal data for certain purposes.
−Removed: If we, or the third parties on which we rely, fail to comply with federal, state and international data privacy laws and regulations our ability to successfully operate our business and pursue our business goals could be harmed.
−Removed: Additionally, plaintiffs have become increasingly more active in bringing privacy-related claims against companies.
+Added: Any failure or perceived failure by us or our third-party service providers to comply with federal, state or foreign laws or regulations, industry standards, contractual obligations or other legal obligations, compliance frameworks with which we have contractually committed to comply, or any actual or suspected privacy or security incident, even if unfounded, whether or not resulting in unauthorized access to, or acquisition, release or transfer of personal data or other data, may result in investigations and enforcement actions and prosecutions, private litigation (including class action lawsuits), fines, penalties and censure, claims for damages by customers and other affected individuals or adverse publicity and could cause our customers to lose trust in us, which could have an adverse effect on our reputation and business.
+Added: Additionally, plaintiffs have become increasingly active in bringing privacy-related claims against companies.
Some of these claims allow for the recovery of statutory damages on a per violation basis and, if viable, carry the potential for significant statutory damages, depending on the volume of data and the number of violations.
−Removed: With respect to cybersecurity in the United States, the development of rules and guidance pursuant to various executive orders may apply to us, including, for example, pursuant to Executive Order 14028 for “critical software.” While the rules and guidance coming from the Order are still being developed, we are likely to be categorized as a provider of critical software, which may increase our compliance costs and delay or prevent our ability to execute contracts with customers, including in particular with government entities.
−Removed: Any failure or perceived failure by us or our third-party service providers to comply with federal, state or foreign laws or regulations, industry standards, contractual obligations or other legal obligations, compliance frameworks with which Okta, Inc.
−Removed: has contractually committed to comply, or any actual or suspected privacy or security incident, even if unfounded, whether or not resulting in unauthorized access to, or acquisition, release or transfer of personal data or other data, may result in investigations and enforcement actions and prosecutions, private litigation (including class action lawsuits), fines, penalties and censure, claims for damages by customers and other affected individuals, or adverse publicity and could cause our customers to lose trust in us, which could have an adverse effect on our reputation and business.
−Removed: We publicly post our privacy policies and practices concerning our processing, use and disclosure of the personal data provided to us by our website visitors and by our customers, and other individuals with whom we interact.
+Added: We also publicly post our privacy policies and practices concerning our processing, use and disclosure of the personal data provided to us by our website visitors and by our customers and other individuals with whom we interact.
Our publication of our privacy policies and other statements we publish that provide promises and assurances about privacy and security can subject us to potential state and federal action if they are found to be unfair, deceptive or misrepresentative of our practices.
−Removed: If our platforms are perceived to cause, or are otherwise unfavorably associated with, violations of privacy or data security requirements, it may subject us or our customers to public criticism and potential legal liability.
+Added: Moreover, if our platforms are perceived to cause, or are otherwise unfavorably associated with, violations of privacy or data security requirements, it may subject us or our customers to public criticism and potential legal liability.
Existing and potential privacy laws and regulations concerning privacy and data security and increasing sensitivity of consumers to unauthorized processing of personal data may create negative public reactions to technologies, solutions and services such as ours.
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If enough end users choose not to visit our customers’ websites or otherwise interact with them, our customers could stop using our platforms.
−Removed: This, in turn, may reduce the value of our service, and slow or eliminate the growth of our business, or cause our business to contract.
−Removed: Privacy is a key issue for Okta, Inc.
−Removed: and for our customers.
−Removed: We have attained multiple privacy certifications, such as the Privacy Recognition for Processors, and the European Union Cloud Code of Conduct, Level 2.
+Added: This, in turn, may reduce the value of our service, slow or eliminate the growth of our business or cause our business to contract.
+Added: Privacy is a key issue for us and for our customers.
+Added: We have attained multiple privacy certifications, such as the Data Privacy Network, Privacy Recognition for Processors and the European Union Cloud Code of Conduct, Level 2.
If we fail to maintain our privacy certifications, or if we fail to seek expansion of their applicability to acquired and/or newly-developed solutions, we may fail to meet our contractual commitments and we may fail to retain our existing customers or attract new customers, and our business, results of operations and financial condition could suffer.
−Removed: We may face particular privacy, data security and data protection risks due to stringent data protection and privacy laws and increased scrutiny over data transfers.
−Removed: We are subject to global data protection laws and regulations (“Data Protection Laws”) that may impact how we do business with customers.
−Removed: Data Protection Laws, such as those applicable in the European Union, Canada and certain of its provinces, United Kingdom, Asia, and certain states in the United States, have enhanced data protection obligations for companies that handle personal data.
−Removed: Obligations include, for example, expanded disclosures about how personal data is to be used, individual rights in relation to personal data, limitations on retention of personal data, mandatory data breach notification requirements and strict obligations on service providers, and restrictions on online marketing and the use of cookies and tracking technologies.
−Removed: In addition, increasing numbers of Data Protection Laws restrict transfers of personal data outside of their country of origin to countries deemed to lack adequate privacy protections.
−Removed: These types of transfers must be supported by a transfer mechanism that we may be required to implement, and in many jurisdictions there is significant legal uncertainty around the validity and sufficiency of data transfer mechanisms, and evolving legal and regulatory expectations could impose additional obligations or require expenditure of additional resources to comply with the Data Protection Laws.
−Removed: Data Protection Laws are rapidly expanding and evolving, and many have extraterritorial effect, which may increase our compliance costs and expose us to greater enforcement risk.
−Removed: In addition, we may be or become subject to data localization laws, which require personal data, or certain subcategories of personal data, to be stored in the jurisdiction of origin.
−Removed: These regulations may deter customers from using cloud-based services such as ours and may inhibit our ability to expand into those markets or prohibit us from continuing to offer services in those markets without significant additional costs.
−Removed: This regulatory environment applicable to the handling of personal data, and our actions taken in response, may cause us to assume additional liabilities or incur additional costs and could result in our business, results of operations and financial condition being harmed.
−Removed: We and our customers may face a risk of enforcement actions by an increasing number of global data protection authorities in countries where data protection laws apply to us and with which we may not be able to comply.
−Removed: Any such enforcement actions could result in substantial costs and diversion of resources, distract management and technical personnel and negatively affect our business, results of operations and financial condition.
−Removed: Non-compliance with these obligations can trigger significant fines and other penalties.
−Removed: Regulatory bodies can also issue orders to cease or change data processing, enforcement notices and/or assessment notices (for a compulsory audit), and civil claims (including class actions) for compensation or damages.
−Removed: In addition to fines, some U.S.
−Removed: states allow a private right of action.
−Removed: Given the breadth and depth of changes in data protection obligations, complying with these requirements has caused us to expend significant resources, which is likely to continue into the near future as we respond to new interpretations and enforcement actions.
−Removed: In addition, new laws are continually being passed and new case law and regulatory guidance means Data Protection Laws are constantly evolving.
−Removed: For example, India recently passed a comprehensive data protection law that will apply new privacy rules for the first time in that country.
−Removed: In addition, the number of U.S.
−Removed: states with comprehensive Data Protection Laws significantly increased in 2024.
−Removed: We cannot yet determine the impact that such future laws, regulations and standards may have on our business.
−Removed: Such laws and regulations are often subject to differing interpretations and may be inconsistent among jurisdictions.
−Removed: We could incur substantial expense in complying with any new obligations, be required to make significant changes to our business operations or to the development of new or existing solutions, and we may not be able to comply with some of these regulatory developments, all of which may adversely affect our revenues and our business overall.
If we fail to maintain our security attestations and certifications, our business, results of operations and financial condition may suffer.
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The number of people who access the internet through mobile devices and access cloud-based software applications through mobile devices, including smartphones and handheld tablets or laptop computers, has increased significantly in the past several years and is expected to continue to increase.
−Removed: While we have created mobile applications and mobile versions of our solutions that are accessible on third-party application stores, if
−Removed: these mobile applications and solutions do not perform well, our business may suffer.
+Added: While we have created mobile applications and mobile versions of our solutions that are accessible on third-party application stores, if these mobile applications and solutions do not perform well, our business may suffer.
Third-party application stores may also impose new requirements, including, for example, updates to their terms of access or policies on how we or our channel partners must collect, use and share data.
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Our success also depends on the willingness of third-party developers and technology providers to build applications and provide integrations that are complementary to our service.
−Removed: Without the development of these applications and integrations, both current and potential customers may not find our service sufficiently attractive, and our business, results of operations and financial condition could suffer.
+Added: Without the development of these
+Added: applications and integrations, both current and potential customers may not find our service sufficiently attractive and our business, results of operations and financial condition could suffer.
Interruptions or delays in the services provided by third-party data centers or internet service providers have, in the past and could, in the future, impair the delivery of our platforms and our business could suffer.
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Real or perceived errors, failures, vulnerabilities or bugs in our solutions, including deployment complexity, have in the past and could, in the future, harm our business and results of operations.
−Removed: Errors, failures, vulnerabilities or bugs have, in the past and may, in the future, occur in our solutions, especially when updates are deployed or new solutions are rolled out, maintenance patches are applied, or
−Removed: infrastructure, architectural or configuration changes are made.
+Added: Errors, failures, vulnerabilities or bugs have, in the past and may, in the future, occur in our solutions, especially when updates are deployed or new solutions are rolled out, maintenance patches are applied or infrastructure, architectural or configuration changes are made.
In the past, such issues have caused outages for our customers.
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or claims by customers for losses sustained by them, all of which could harm our business, results of operations and financial condition.
−Removed: Issues in the development and use of artificial intelligence (“AI”), combined with an uncertain regulatory environment, may result in reputational harm, liability, or other adverse consequences to our business operations.
−Removed: We use internally developed and third-party developed machine learning and AI technologies in our offerings and business, and we are making investments in expanding our AI capabilities in our portfolio, including ongoing deployment and improvement of existing machine learning and AI technologies, as well as developing new product features using AI technologies, including, for example, generative AI.
+Added: Issues with our use, development, adoption, deployment and maintenance of AI Technologies, combined with an uncertain regulatory environment, may result in reputational harm, liability or other adverse consequences to our business operations.
+Added: We use internally developed and third-party developed machine learning and AI technologies (collectively, “AI Technologies”) in our offerings and business, and we are making investments in expanding our AI capabilities in our portfolio, including ongoing deployment and improvement of existing AI Technologies, as well as developing new product features using AI Technologies.
+Added: We expect to rely on AI Technologies to help drive future growth and efficiency in our business.
+Added: While our use of AI Technologies may become more important to our operations or to our future growth over time, we may not be able to realize the desired or anticipated benefits from AI in a timely or cost-effective manner.
AI Technologies are complex and rapidly evolving, and we face significant competition from other companies as well as an evolving regulatory landscape.
−Removed: For example, in the European Union, the Artificial Intelligence Act establishes obligations on the use of AI based on the type of AI and its potential risks to society.
−Removed: Additionally, in the United States, federal and state legislatures and agencies are introducing legal frameworks and rules governing AI.
−Removed: The introduction of AI technologies into new or existing solutions may result in new or enhanced governmental or regulatory scrutiny, litigation, confidentiality or security risks, ethical concerns, or other complications that could adversely affect our business, reputation, or financial results.
+Added: For example, in the European Union, the EU Artificial Intelligence Act now establishes obligations on the use of AI based on the type of AI and its potential risks to society.
+Added: Additionally, in the United States, legislation related to AI Technologies has been introduced at the federal level and is advancing at the state level.
+Added: It is possible that further new laws and regulations will be adopted in the United States and in other non-U.S.
+Added: jurisdictions, or that existing laws and regulations, including competition and antitrust laws, may be interpreted or challenged in ways that would limit our ability to use AI Technologies for our business, or require us to change the way we use AI Technologies in a manner that negatively affects the performance of our products, services, and business.
+Added: We may need to expend resources to adjust our products or services in certain jurisdictions if the laws, regulations, or decisions are not consistent across jurisdictions.
+Added: Further, the introduction of AI Technologies into new or existing solutions may result in new or enhanced governmental or regulatory scrutiny, litigation, confidentiality or security risks, ethical concerns or other complications that could adversely affect our business, reputation or financial results.
For example, even if permitted by our privacy policy and contractual rights, our use of data in novel AI applications may, in time, expand beyond customer expectations.
The intellectual property ownership and license rights, including copyright, surrounding AI Technologies has not been fully addressed by courts or national or local laws or regulations, and the use or adoption of third-party AI Technologies into our solutions may result in exposure to claims of copyright infringement or other intellectual property misappropriation.
−Removed: Uncertainty around new and emerging AI technologies, such as generative AI, may require additional investment in the development and maintenance of proprietary datasets and machine learning models, development of new approaches and processes to provide attribution or remuneration to creators of training data, and development of appropriate protections and safeguards for handling the use of customer data with AI technologies, which may be costly and could impact our expenses as we continue to expand generative AI into our product offerings.
−Removed: AI technologies, including generative AI, may create content that appears correct but is factually inaccurate or flawed.
−Removed: Our customers or others may rely on or use this flawed content to their detriment, which may expose us to brand or reputational harm, competitive harm, and/or legal liability.
+Added: In addition, we are working to incorporate generative AI Technologies (i.e., those that can produce and output new content, software code, data and information) into our offerings and internal business practices.
+Added: Uncertainty around new and emerging AI Technologies, such as generative AI Technologies, may require additional investment in the development and maintenance of proprietary and third-party datasets and machine learning models, development of new approaches and processes to provide attribution or remuneration to creators of training data, and development of appropriate protections and safeguards for handling the use of customer data with AI Technologies, which may be costly and could impact our expenses as we continue to expand generative AI Technologies into our product offerings.
+Added: If such investments do not deliver anticipated benefits or are not otherwise successful, our business and results of operations may be harmed.
+Added: Furthermore, there is a risk that generative AI Technologies may create content that appears correct but is factually inaccurate or misleading, or that creates other discriminatory content or unexpected results or behaviors.
+Added: Our customers or others may rely on or use this misleading content to their detriment, which may expose us to brand or reputational harm, competitive harm and/or legal liability.
The use of AI Technologies presents emerging ethical and social issues, and if we enable or offer solutions that draw scrutiny or controversy due to their perceived or actual impact on customers or on society as a whole, we may experience brand or reputational harm, competitive harm and/or legal liability.
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Some contract provisions protecting against unauthorized use, copying, transfer and disclosure of our solutions may be unenforceable under the laws of certain jurisdictions and foreign countries.
−Removed: Further, the laws of
−Removed: some countries do not protect proprietary rights to the same extent as the laws of the United States, and mechanisms for enforcement of intellectual property rights in some foreign countries may be inadequate.
−Removed: To the extent we expand our international activities, our exposure to unauthorized copying and use of our solutions and proprietary information may increase.
+Added: Further, the laws of some countries do not protect proprietary rights to the same extent as the laws of the United States, and mechanisms for enforcement of intellectual property rights in some foreign countries may be inadequate.
+Added: extent we expand our international activities, our exposure to unauthorized copying and use of our solutions and proprietary information may increase.
Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our technology and intellectual property.
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This would allow our competitors to create similar solutions with less development effort and time.
−Removed: If we inappropriately use open source software, or if the license
−Removed: terms for open source software that we use change, we may be required to re-engineer our solutions, incur additional costs, discontinue the sale of some or all of our solutions or take other remedial actions.
−Removed: Some open source software may include generative AI software or other software that incorporates or relies on generative AI or other AI technologies.
+Added: If we inappropriately use open source software, or if the license terms for open source software that we use change, we may be required to re-engineer our solutions, incur additional costs, discontinue the sale of some or all of our solutions or take other remedial actions.
+Added: source software may include generative AI software or other software that incorporates or relies on generative AI or other AI technologies.
The use of such software may expose us to risks as the intellectual property ownership and license rights, including copyright, of generative AI software and tools, has not been fully interpreted by U.S.
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In addition, the majority of our international costs are denominated in local currencies.
−Removed: As a result, fluctuations in the value of the U.S.
−Removed: dollar and foreign currencies may affect our results of operations when translated into U.S.
+Added: As a result, fluctuations in the value of the
+Added: dollar and foreign currencies, including as a result of, for example, geopolitical events, changes in trade policies, trade restrictions and economic sanctions, or the threat of such actions, and market volatility, may affect our results of operations when translated into U.S.
We do not currently engage in currency hedging activities to limit the risk of exchange rate fluctuations.
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Obtaining the necessary authorizations, including any required license, for a particular transaction may be time-consuming, is not guaranteed and may result in the delay or loss of sales opportunities.
−Removed: Although we take precautions to prevent our solutions from being provided in violation of such laws, our solutions may have been in the past, and could in the future be, provided inadvertently in violation of such laws, despite the precautions we take.
+Added: Although we take precautions to prevent our solutions from being provided in violation of such laws, these laws are subject to change and interpretation over time.
+Added: Our solutions may have been in the past, and could in the future be, provided inadvertently in violation of such laws, despite the precautions we take.
This could result in negative consequences to us, including government investigations, penalties and harm to our reputation.
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Our corporate structure and associated transfer pricing policies anticipate future growth into certain international markets.
−Removed: The amount of taxes we pay in different jurisdictions may depend on the application of the tax laws of the various jurisdictions, including the United States, to our international business activities, changes in tax rates, new or revised tax laws or interpretations of existing tax laws and policies and our ability to operate our
−Removed: business in a manner consistent with our corporate structure and intercompany arrangements.
−Removed: The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for pricing intercompany transactions, which are generally required to be computed on an arm’s-length basis pursuant to intercompany arrangements or disagree with our determinations as to the income and expenses attributable to specific jurisdictions.
+Added: The amount of taxes we pay in different jurisdictions may depend on the application of the tax laws of the various jurisdictions, including the United States, to our international business activities, changes in tax rates, new or revised tax laws or interpretations of existing tax laws and policies and our ability to operate our business in a manner consistent with our corporate structure and intercompany arrangements.
+Added: The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for pricing intercompany
+Added: transactions, which are generally required to be computed on an arm’s-length basis pursuant to intercompany arrangements or disagree with our determinations as to the income and expenses attributable to specific jurisdictions.
If such a challenge or disagreement were to occur and our position was not sustained, we could be required to pay additional taxes, interest and penalties, which could result in one-time tax charges, higher effective tax rates, reduced net cash flows and lower overall profitability of our operations.
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Changes in tax laws or regulations in the various tax jurisdictions we are subject to that are applied adversely to us or our customers could increase the costs of our solutions and harm our business.
−Removed: New income, sales, use, value-added or other transaction level taxes, tax laws, statutes, rules, regulations or ordinances could be enacted at any time.
+Added: New income, sales, use, value-added or other transaction level taxes (including digital services taxes), tax laws, statutes, rules, regulations or ordinances could be enacted at any time.
Those enactments could adversely impact our domestic and international business operations and our business and financial performance.
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A successful assertion that we should be collecting additional sales or other taxes on our solutions and services in jurisdictions where we have not historically done so and do not accrue for such taxes could result in substantial tax liabilities for past sales, discourage customers from purchasing our solutions or otherwise harm our business, results of operations and financial condition.
−Removed: We file sales tax returns in certain states within the United States as required by law and certain customer contracts for a portion of the solutions that we provide.
−Removed: We do not collect sales or other similar taxes in other states and many of such states do not apply sales or similar taxes to the vast majority of the solutions that we provide.
−Removed: However, one or more states or foreign authorities could seek to impose additional sales, use or other tax collection and record-keeping obligations on us or may determine that such taxes should have, but have not been, paid by us.
+Added: We file sales tax returns in certain state and local jurisdictions within the United States as required by law and certain customer contracts for a portion of the solutions that we provide.
+Added: We do not collect sales or other similar taxes in other state and local jurisdictions and many of such jurisdictions do not apply sales or similar taxes to the vast majority of the solutions that we provide.
+Added: However, one or more state, local or foreign authorities could seek to impose additional sales, use or other tax collection and record-keeping obligations on us or may determine that such taxes should have, but have not been, paid by us.
Liability for past taxes may also include substantial interest and penalty charges.
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To satisfy this obligation, we expend significant resources, including accounting-related costs and significant management oversight.
−Removed: If any of these new or improved controls and systems do not perform as expected, we may experience material weaknesses or significant deficiencies in our controls.
+Added: If any of these controls and systems do not perform as expected, we may experience material weaknesses or significant deficiencies in our controls.
Our controls may also become inadequate because of changes in conditions in our business.
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For example, investors could lose confidence in our reported financial and other information;
−Removed: we could fail to satisfy our SEC, Nasdaq other reporting obligations, or become subject to sanctions or investigations by regulators;
−Removed: and our the price of our Class A common stock could decline.
+Added: we could fail to satisfy our SEC, Nasdaq or other reporting obligations, or become subject to sanctions or investigations by regulators;
+Added: and the price of our Class A common stock could decline.
Changes in existing financial accounting standards or practices, or taxation rules or practices, may harm our results of operations.
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• our ability to meet or exceed forward-looking guidance we have given, our ability to give forward-looking guidance consistent with past practices, and changes to or withdrawal of previous guidance or long-range targets;
+Added: • our inability to execute on our publicly announced stock repurchase program as planned, including failure to meet internal or external expectations around the timing or price of share repurchases, and any reductions or discontinuances of repurchases thereunder;
• failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates and/or recommendations by any securities analysts who follow our company;
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Our Class B common stock has ten votes per share and our Class A common stock has one vote per share.
−Removed: As of January 31, 2025, our directors, executive officers and their affiliates held in the aggregate 35.3% of the voting power of our capital stock, taking into account shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of January 31, 2025 and RSUs that are releasable within 60 days of January 31, 2025.
−Removed: Because of the ten-to-one voting ratio between our Class B and Class A common stock, the
−Removed: holders of our Class B common stock collectively could continue to control nearly a majority of the combined voting power of our common stock and be able to effectively control all matters submitted to our stockholders for approval until April 12, 2027, the date that is the ten-year anniversary of the closing of our IPO.
+Added: As of January 31, 2026, our directors, executive officers and their affiliates held in the aggregate 32% of the voting
+Added: power of our capital stock, taking into account shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of January 31, 2026 and restricted stock units (“RSUs”) that are releasable within 60 days of January 31, 2026.
+Added: Because of the ten-to-one voting ratio between our Class B and Class A common stock, the holders of our Class B common stock collectively could continue to control nearly a majority of the combined voting power of our common stock and be able to effectively control all matters submitted to our stockholders for approval until April 12, 2027, the date that is the ten-year anniversary of the closing of our IPO.
This concentrated control may limit or preclude your ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transaction requiring stockholder approval.
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In addition, we have options outstanding that, if fully exercised, would result in the issuance of shares of our Class A and Class B common stock.
−Removed: We also have restricted stock units (“RSUs”) outstanding that, if vested and settled, would result in the issuance of shares of Class A common stock.
+Added: We also have RSUs outstanding that, if vested and settled, would result in the issuance of shares of Class A common stock.
All of the shares of Class A and Class B common stock issuable upon the exercise of stock options and vesting of RSUs and the shares reserved for future issuance under our equity incentive plans, are registered for public resale under the Securities Act of 1933, as amended (“Securities Act”).
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If we elect to satisfy our conversion obligation on the 2026 Notes solely in shares of our Class A common stock upon conversion of the 2026 Notes, we will be required to deliver the shares of our Class A common stock, together with cash for any fractional share, on the second business day following the relevant conversion date.
+Added: We cannot guarantee that our Share Repurchase Program will be fully consummated or will enhance long-term stockholder value, and stock repurchases could increase the volatility of the trading price of our Class A common stock and diminish our cash reserves.
+Added: On January 5, 2026, we announced that our board of directors (our “board”) approved a stock repurchase program with authorization to purchase up to $1 billion of our Class A common stock from time to time (the “Share Repurchase Program”).
+Added: As of January 31, 2026, a total of $921 million remained available for repurchase under the Share Repurchase Program.
+Added: Repurchases under the Share Repurchase Program are made in the open market, through privately negotiated transactions or other means, including pursuant to Rule 10b5-1 trading arrangements, and in compliance with applicable securities laws and other requirements.
+Added: The timing, manner, price, and amount of the Share Repurchase Program is subject to the discretion of our management.
+Added: The Share Repurchase Program does not obligate us to acquire a specified number of shares, and may be suspended, modified, or terminated at any time, without prior notice.
+Added: We may not be able to repurchase shares at favorable prices.
+Added: Further, our share repurchases could affect the trading price of our Class A common stock, increase its volatility, reduce our cash reserves, and may be suspended or terminated at any time, which may result in a lower market valuation of our Class A common stock.
If securities or industry analysts do not publish or cease publishing research, or publish inaccurate or unfavorable research, about our business, the price of our Class A common stock and trading volume could decline.
The trading market for our Class A common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business.
−Removed: If industry analysts do not publish or cease publishing research on our company, the trading price for our Class A common stock would be negatively affected.
+Added: If industry analysts do not publish or cease
+Added: publishing research on our company, the trading price for our Class A common stock would be negatively affected.
If one or more of the analysts who cover us downgrade our Class A common stock or publish inaccurate or unfavorable research about our business, our Class A common stock price would likely decline.
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We anticipate that we will retain all of our future earnings for use in the operation of our business and for general corporate purposes.
−Removed: Any determination to pay dividends in the future will be at the discretion of our board of directors.
−Removed: Accordingly, investors must rely on sales of their Class A common
−Removed: stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.
−Removed: Provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current board of directors, and limit the market price of our Class A common stock.
+Added: Any determination to pay dividends in the future will be at the discretion of our board.
+Added: Accordingly, investors must rely on sales of their Class A common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.
+Added: Provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current board and limit the market price of our Class A common stock.
Provisions in our amended and restated certificate of incorporation and amended and restated bylaws may have the effect of delaying or preventing a change of control or changes in our management.
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• require super-majority voting to amend some provisions in our amended and restated certificate of incorporation and amended and restated bylaws;
−Removed: • authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan;
−Removed: • provide that only the Chairperson of our board, our Chief Executive Officer, or a majority of our board of directors are authorized to call a special meeting of stockholders;
+Added: • authorize the issuance of “blank check” preferred stock that our board could use to implement a stockholder rights plan;
+Added: • provide that only the Chairperson of our board, our Chief Executive Officer or a majority of our board are authorized to call a special meeting of stockholders;
• provide for a dual class common stock structure in which holders of our Class B common stock have the ability to effectively control the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the outstanding shares of our Class A and Class B common stock, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets;
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This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers or other employees, which may discourage lawsuits with respect to such claims.
−Removed: Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur
−Removed: additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations and financial condition.
+Added: Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations and financial condition.
Risks Related to our Outstanding Convertible Notes
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We may not have sufficient cash flow from our business to pay our indebtedness.
−Removed: We have issued convertible notes due in 2025 (“2025 Notes”) and 2026 (“2026 Notes” and together with the 2025 Notes, the “Notes”).
+Added: We have issued convertible notes due in 2026 (the “2026 Notes”).
Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, including the 2026 Notes, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control.
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Our failure to comply with these covenants could result in an event of default which, if not cured or waived, could result in the acceleration of our debt.
−Removed: We may not have the ability to raise the funds necessary for cash settlement upon conversion of the Notes or to repurchase the Notes for cash upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion of the Notes or to repurchase the Notes.
+Added: We may not have the ability to raise the funds necessary for cash settlement upon conversion of the 2026 Notes or to repurchase them for cash upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion of the 2026 Notes or to repurchase the 2026 Notes.
Holders of the 2026 Notes have the right to require us to repurchase their 2026 Notes upon the occurrence of a fundamental change (as defined in the indentures governing their respective Notes) at a repurchase price equal to 100% of the principal amount of the 2026 Notes to be repurchased, plus accrued and unpaid interest, if any.
Upon conversion of the 2026 Notes, unless we elect to deliver solely shares of our Class A common stock to settle such conversion (other than paying cash in lieu of delivering any fractional share), we will be required to make cash payments in respect of the 2026 Notes being converted.
−Removed: We may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of Notes surrendered or Notes being converted.
+Added: We may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of 2026 Notes surrendered or those being converted.
In addition, our ability to repurchase the 2026 Notes or to pay cash upon conversions of the 2026 Notes may be limited by law, by regulatory authority or by agreements governing our future indebtedness.
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The conversion features of the 2026 Notes, if triggered, may adversely affect our financial condition and results of operations.
−Removed: In the event the conditional conversion features of the 2025 Notes and the 2026 Notes are triggered, holders of the Notes will be entitled to convert the Notes, as applicable, at any time during specified periods at their option.
+Added: In the event the conditional conversion features of the 2026 Notes are triggered, holders of the 2026 Notes will be entitled to convert them at any time during specified periods at their option.
If one or more holders elect to convert their 2026 Notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our Class A common stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity.
−Removed: The conditional conversion features of the 2025 Notes were triggered as of January 31, 2021 and the 2025 Notes were convertible at the option of the holders between February 1, 2021 and April 30, 2021;
−Removed: however, as of January 31, 2025, the conditions allowing holders of the 2025 Notes to convert were not met.
From the date of issuance through January 31, 2026, the conditions allowing holders of the 2026 Notes to convert were not met.
−Removed: In addition, even if holders do not elect to convert their Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital and could limit our ability to raise future capital.
−Removed: As of January 31, 2025, the 2025 Notes have been classified as a current liability on our balance sheet due to their upcoming maturity on September 1, 2025.
−Removed: Transactions relating to our Notes may affect the value of our Class A common stock.
+Added: As of January 31, 2026, the 2026 Notes are classified as a current liability due to their upcoming maturity on June 15, 2026.
+Added: Transactions relating to the 2026 Notes may affect the value of our Class A common stock.
The conversion of some or all of the 2026 Notes would dilute the ownership interests of existing stockholders to the extent we satisfy our conversion obligation by delivering shares of our Class A common stock upon any conversion of such notes.
−Removed: Our 2025 Notes and 2026 Notes may become in the future convertible at the option of their holders under certain circumstances.
−Removed: If holders of our Notes elect to convert their notes, we may settle our conversion obligation by delivering to them a significant number of shares of our Class A common stock, which would cause dilution to our existing stockholders.
+Added: Our 2026 Notes may become in the future convertible at the option of their holders under certain circumstances.
+Added: If holders of the 2026 Notes elect to convert their notes, we may settle our conversion obligation by delivering to them a significant number of shares of our Class A common stock, which would cause dilution to our existing stockholders.
We have in the past and may in the future, engage in exchanges, repurchase or induce conversions of the 2026 Notes.
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In addition, the market price of our Class A common stock is likely to be affected by short sales of our Class A common stock or the entry into or unwind of economically equivalent derivative transactions with respect to our Class A common stock by investors that do not participate in the exchange transactions and by the hedging activity of the counterparties to our capped call transactions (“Capped Calls”) or their respective affiliates.
−Removed: In addition, in connection with the issuance of the 2025 Notes and 2026 Notes, we entered into Capped Calls with certain financial institutions (the “Option Counterparties”).
−Removed: The Capped Calls are generally expected to reduce potential dilution to our Class A common stock upon any conversion or settlement of the 2025 Notes and 2026 Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted 2025 Notes and 2026 Notes, as the case may be, with such reduction and/or offset subject to a cap.
−Removed: If we unwind the Capped Calls in connection with Note repurchases or otherwise, we would lose the anti-dilutive impact of any unwound Capped Calls.
+Added: In addition, in connection with the issuance of the 2026 Notes, we entered into Capped Calls with certain financial institutions (the “Option Counterparties”).
+Added: The Capped Calls are generally expected to reduce potential dilution to our Class A common stock upon any conversion or settlement of the 2026 Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted 2026 Notes, as the case may be, with such reduction and/or offset subject to a cap.
+Added: If we unwind the Capped Calls in connection with 2026 Notes repurchases or otherwise, we would lose the anti-dilutive impact of any unwound Capped Calls.
From time to time, the Option Counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivative transactions with respect to our Class A common stock and/or purchasing or selling our Class A common stock or other securities of ours in secondary market transactions prior to the maturity of the 2026 Notes.
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From time to time, there may be changes in our executive management team resulting from the hiring or departure of executives.
−Removed: We do not have employment agreements with our executive officers or other key personnel that require them to continue to work for us for any specified period and they could terminate their employment with us at any time.
−Removed: The loss of one or more of our executive officers or key employees, and any failure to have in place and
−Removed: execute an effective succession plan for key executives, could harm our business.
+Added: We do not have employment agreements with our executive officers or other key personnel that require them to continue to work for us for any specified period and they could terminate their employment with us
+Added: The loss of one or more of our executive officers or key employees, and any failure to have in place and execute an effective succession plan for key executives, could harm our business.
In addition, to execute our growth plan, we must attract and retain highly qualified personnel.
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an unauthorized or malicious act such as a cyber-attack, war or terrorist attack;
−Removed: a health epidemic, or similar events or disruptions.
+Added: a health epidemic;
+Added: or similar events or disruptions.
Such events could result in reputational harm, delays in our application development, breaches of data security and loss of critical data.
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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.