Okta, Inc. 10-K

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 61 Consolidated Balance Sheets 64 Consolidated Statements of Operations 65 Consolidated Statements of Comprehensive Income (Loss) 66 Consolidated Statements of Stockholders’ Equity 67 Consolidated Statements of Cash Flows 68 Notes to Consolidated Financial Statements 70 60 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Okta, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Okta, Inc. (the Company) as of January 31, 2026 and 2025, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended January 31, 2026, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 31, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2026, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 5, 2026 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 61 Revenue recognition – Identifying and evaluating terms and conditions in contracts with customers Description of the Matter The Company derives the majority of its revenue from subscription fees. As explained in Note 2 to the consolidated financial statements, the Company’s arrangements are generally non-cancelable and non-refundable. In addition, the arrangements do not provide customers with the right to take possession of the software and, as a result, are accounted for as service arrangements. Subscription revenue, which includes support, is recognized on a straight-line basis over the non-cancelable contractual term of the arrangement, generally beginning on the date that the Company’s service is made available to the customer. Auditing the Company’s accounting for subscription revenue recognition required significant effort in the identification and evaluation of non-standard terms and conditions, including the identification of performance obligations, for significant arrangements that involve negotiation of otherwise standard terms with the customer. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s internal controls over the identification and evaluation of non-standard terms and conditions in contracts that impact subscription revenue recognition, including the identification of performance obligations. This included testing relevant controls over the information systems that are used in the initiation, billing and recording of subscription revenue transactions. Among other procedures, on a sample basis, we tested the completeness and accuracy of management’s identification and evaluation of the non-standard terms and conditions in subscription revenue contracts. Further, we selected a sample of significant contractual arrangements that may have involved negotiation of standard terms to test that management had properly assessed the impact of any non-standard terms on the identified performance obligations and revenue recognition. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2013. San Jose, California March 5, 2026 62 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Okta, Inc. Opinion on Internal Control Over Financial Reporting We have audited Okta, Inc.’s internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Okta, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 31, 2026 and 2025, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended January 31, 2026, and the related notes and our report dated March 5, 2026 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP San Jose, California March 5, 2026 63 OKTA, INC. CONSOLIDATED BALANCE SHEETS (dollars in millions, shares in thousands, except per share data) As of January 31, 2026 2025 Assets Current assets: Cash and cash equivalents $ 858 $ 409 Short-term investments 1,695 2,114 Accounts receivable, net 687 621 Deferred commissions 171 140 Prepaid expenses and other current assets 233 132 Total current assets 3,644 3,416 Property and equipment, net 38 43 Operating lease right-of-use assets 65 74 Deferred commissions, noncurrent 332 267 Intangible assets, net 91 138 Goodwill 5,487 5,448 Other assets 53 51 Total assets $ 9,710 $ 9,437 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 12 $ 13 Accrued expenses and other current liabilities 104 103 Accrued compensation 213 207 Convertible senior notes, net 350 509 Deferred revenue 1,875 1,691 Total current liabilities 2,554 2,523 Convertible senior notes, net, noncurrent — 349 Operating lease liabilities, noncurrent 72 94 Deferred revenue, noncurrent 30 27 Other liabilities, noncurrent 55 39 Total liabilities 2,711 3,032 Commitments and contingencies (Note 10) Stockholders’ equity: Preferred stock, par value $ 0.0001 per share; 100,000 shares authorized, no shares issued and outstanding as of January 31, 2026 and 2025. — — Class A common stock, par value $ 0.0001 per share; 1,000,000 shares authorized; 169,670 and 165,650 shares issued and outstanding as of January 31, 2026 and 2025, respectively. — — Class B common stock, par value $ 0.0001 per share; 120,000 shares authorized; 7,687 and 7,809 shares issued and outstanding as of January 31, 2026 and 2025, respectively. — — Additional paid-in capital 9,553 9,219 Accumulated other comprehensive income (loss) 13 ( 12 ) Accumulated deficit ( 2,567 ) ( 2,802 ) Total stockholders’ equity 6,999 6,405 Total liabilities and stockholders’ equity $ 9,710 $ 9,437 See Notes to Consolidated Financial Statements. 64 OKTA, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (dollars in millions, shares in thousands, except per share data) Year Ended January 31, 2026 2025 2024 Revenue Subscription $ 2,855 $ 2,556 $ 2,205 Professional services and other 64 54 58 Total revenue 2,919 2,610 2,263 Cost of revenue Subscription 578 549 502 Professional services and other 83 69 79 Total cost of revenue 661 618 581 Gross profit 2,258 1,992 1,682 Operating expenses Research and development 639 642 656 Sales and marketing 1,018 965 1,036 General and administrative 448 448 450 Restructuring and other charges 4 11 56 Total operating expenses 2,109 2,066 2,198 Operating income (loss) 149 ( 74 ) ( 516 ) Interest expense ( 4 ) ( 5 ) ( 8 ) Interest income and other, net 110 106 81 Gain on early extinguishment of debt — 19 106 Interest and other, net 106 120 179 Income (loss) before provision for income taxes 255 46 ( 337 ) Provision for income taxes 20 18 18 Net income (loss) $ 235 $ 28 $ ( 355 ) Net income (loss) per share, basic $ 1.33 $ 0.16 $ ( 2.17 ) Net income (loss) per share, diluted $ 1.31 $ 0.06 $ ( 2.17 ) Weighted-average shares used to compute net income (loss) per share, basic 175,882 169,569 163,634 Weighted-average shares used to compute net income (loss) per share, diluted 179,290 175,086 163,634 See Notes to Consolidated Financial Statements. 65 OKTA, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in millions) Year Ended January 31, 2026 2025 2024 Net income (loss) $ 235 $ 28 $ ( 355 ) Other comprehensive income (loss): Net change in unrealized gains or losses on available-for-sale securities — — 26 Foreign currency translation adjustments 25 ( 6 ) 1 Other comprehensive income (loss) 25 ( 6 ) 27 Comprehensive income (loss) $ 260 $ 22 $ ( 328 ) See Notes to Consolidated Financial Statements. 66 OKTA, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (dollars in millions, shares in thousands) Class A Common Stock Class B Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity Shares Amount Shares Amount Balances as of January 31, 2023 154,009 $ — 7,300 $ — $ 7,974 $ ( 33 ) $ ( 2,475 ) $ 5,466 Issuance of common stock, net 5,850 — — — 67 — — 67 Conversion of Class B common stock to Class A common stock 9 — ( 9 ) — — — — — Proceeds from hedges related to convertible senior notes ( 33 ) — — — — — — — Stock-based compensation — — — — 690 — — 690 Settlement of warrants — — — — ( 7 ) — — ( 7 ) Other comprehensive income — — — — — 27 — 27 Net loss — — — — — — ( 355 ) ( 355 ) Balances as of January 31, 2024 159,835 $ — 7,291 $ — $ 8,724 $ ( 6 ) $ ( 2,830 ) $ 5,888 Issuance of common stock, net 5,710 — 623 — 74 — — 74 Taxes withheld related to net share settlement of equity awards — — — — ( 149 ) — — ( 149 ) Conversion of Class B common stock to Class A common stock 105 — ( 105 ) — — — — — Stock-based compensation — — — — 570 — — 570 Other comprehensive loss — — — — — ( 6 ) — ( 6 ) Net income — — — — — — 28 28 Balances as of January 31, 2025 165,650 $ — 7,809 $ — $ 9,219 $ ( 12 ) $ ( 2,802 ) $ 6,405 Issuance of common stock, net 4,543 — 230 — 53 — — 53 Taxes withheld related to net share settlement of equity awards — — — — ( 191 ) — — ( 191 ) Common stock repurchased ( 875 ) — — — ( 79 ) — — ( 79 ) Conversion of Class B common stock to Class A common stock 352 — ( 352 ) — — — — — Settlement of capped calls related to convertible senior notes — — — — 2 — — 2 Stock-based compensation — — — — 549 — — 549 Other comprehensive income — — — — — 25 — 25 Net income — — — — — — 235 235 Balances as of January 31, 2026 169,670 $ — 7,687 $ — $ 9,553 $ 13 $ ( 2,567 ) $ 6,999 See Notes to Consolidated Financial Statements. 67 OKTA, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) Year Ended January 31, 2026 2025 2024 Cash flows from operating activities: Net income (loss) $ 235 $ 28 $ ( 355 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Stock-based compensation 544 565 684 Depreciation and amortization 96 98 99 Amortization of deferred commissions 161 130 104 Deferred income taxes 13 2 6 Lease impairment charges — — 28 Gain on early extinguishment of debt — ( 19 ) ( 106 ) Other, net 8 ( 1 ) ( 2 ) Changes in operating assets and liabilities: Accounts receivable ( 70 ) ( 63 ) ( 79 ) Deferred commissions ( 245 ) ( 186 ) ( 158 ) Prepaid expenses and other assets ( 33 ) ( 37 ) ( 32 ) Operating lease right-of-use assets 18 20 23 Accounts payable ( 2 ) 1 — Accrued compensation 1 41 68 Accrued expenses and other liabilities 1 ( 3 ) 21 Operating lease liabilities ( 30 ) ( 33 ) ( 39 ) Deferred revenue 187 207 250 Net cash provided by operating activities 884 750 512 Cash flows from investing activities: Capitalized software ( 12 ) ( 12 ) ( 15 ) Purchases of property and equipment ( 9 ) ( 8 ) ( 8 ) Purchases of securities available-for-sale and other ( 1,505 ) ( 1,812 ) ( 1,709 ) Proceeds from maturities and redemption of securities available-for-sale 1,848 1,571 2,134 Proceeds from sales of securities available-for-sale and other 5 3 62 Payments for business acquisitions, net of cash acquired ( 56 ) ( 56 ) ( 22 ) Purchases of intangible assets — — ( 1 ) Net cash provided by (used in) investing activities 271 ( 314 ) 441 Cash flows from financing activities: Payments upon maturity and repurchases of convertible senior notes ( 510 ) ( 280 ) ( 937 ) Taxes paid related to net share settlement of equity awards ( 192 ) ( 148 ) — Payments for warrants related to convertible senior notes — — ( 7 ) Proceeds from settlement of capped calls related to convertible senior notes 2 — — Repurchases of common stock ( 73 ) — — Proceeds from stock option exercises 12 27 15 Proceeds from shares issued in connection with employee stock purchase plan 41 42 46 Net cash used in financing activities ( 720 ) ( 359 ) ( 883 ) Effects of changes in foreign currency exchange rates on cash, cash equivalents and restricted cash 14 ( 4 ) 1 Net increase in cash, cash equivalents and restricted cash 449 73 71 Cash, cash equivalents and restricted cash at beginning of year 415 342 271 Cash, cash equivalents and restricted cash at end of year $ 864 $ 415 $ 342 68 Year Ended January 31, 2026 2025 2024 Supplementary cash flow disclosure: Non-cash investing and financing activities: Unsettled common stock repurchases 6 — — Unsettled maturities of securities available-for-sale 69 — — Operating lease right-of-use assets exchanged for lease liabilities 9 9 11 Reconciliation of cash, cash equivalents, and restricted cash within the consolidated balance sheets to the amounts shown in the statements of cash flows above: Cash and cash equivalents $ 858 $ 409 $ 334 Restricted cash, current included in prepaid expenses and other current assets 1 1 2 Restricted cash, noncurrent included in other assets 5 5 6 Total cash, cash equivalents and restricted cash $ 864 $ 415 $ 342 See Notes to Consolidated Financial Statements. 69 OKTA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Overview and Basis of Presentation Description of Business Okta, Inc. (the “Company”) is the leading independent identity partner. The Company’s Okta Platform and Auth0 Platform enable customers to securely connect the right people to the right technologies and services at the right time. For IT and security leaders, the Okta Platform governs the seamless and secure access by human users and non-human identities (“NHIs”) to the applications they need to do their most important work. Developers leverage the Okta Platform and Auth0 Platform to securely and efficiently embed identity for both human users and, increasingly, AI agents into the software they build, allowing them to innovate and focus on their core mission. The Company is headquartered in San Francisco, California. Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiaries, have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year ends on January 31. References to fiscal 2026, for example, refer to the fiscal year ending January 31, 2026. Certain prior period amounts have been reclassified to conform to the current period presentation. Segments The Company conducts business globally and is managed, operated and organized by major functional departments that operate on a consolidated basis. As a result, the Company operates as one reportable segment. The Company employs a SaaS business model and generates revenue primarily by selling multi-year subscriptions to its cloud-based offerings. The Company’s chief operating decision maker (“CODM”) is the chief executive officer. The CODM utilizes consolidated GAAP and non-GAAP measures of profit and loss to evaluate the Company’s overall performance and inform resource allocation to support strategic priorities and capital allocation needs. The profit and loss measure most consistent with GAAP used by the CODM is consolidated net income. The CODM is regularly provided with budgeted expense information and consolidated expense data. Accordingly, significant segment expenses are inherently reflected in the consolidated financial statements and related notes. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Estimates are based on historical experience and on other assumptions that management believes are reasonable under the circumstances. Actual results could vary from those estimates. The Company’s most significant estimates include the valuation of deferred income tax assets, uncertain tax positions, assets and liabilities acquired in business combinations, and loss contingencies related to litigation. Foreign Currency The functional currencies of the Company’s foreign subsidiaries are the respective local currencies. Translation adjustments arising from the use of differing exchange rates from period to period are included in accumulated other comprehensive income (loss) within the consolidated statements of stockholders’ equity. Foreign currency transaction gains and losses are included in interest and other, net in the consolidated statements of operations and were not material in fiscal 2026, 2025 or 2024. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenue and expenses are translated at the average exchange rate during the period. 70 OKTA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 2. Summary of Significant Accounting Policies Revenue Recognition Revenue is derived from subscription fees (which include support fees) and professional services fees. The Company sells subscriptions to its platforms through arrangements that are generally one to five years in length. The arrangements are generally non-cancellable and non-refundable. Furthermore, if a customer reduces the contracted usage or service level, the customer has no right of refund. The subscription arrangements do not provide customers with the right to take possession of the software supporting the platforms and, as a result, are accounted for as service arrangements. This revenue recognition policy is consistent for sales generated directly with customers and sales generated indirectly through channel partners. Revenue recognition is determined through the following steps: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, the performance obligations are satisfied. The Company recognizes revenue net of any applicable value added or sales tax. Subscription Revenue Subscription revenue, which includes support, is recognized on a straight-line basis over the non-cancellable contractual term of the arrangement, generally beginning on the date that the Company’s service is made available to the customer. Professional Services Revenue Professional services principally consist of customer-specific requests for application integrations, user interface enhancements and other customer-specific requests. Revenue for professional services is recognized as services are performed in proportion to their pattern of transfer. Contracts with Multiple Performance Obligations Some of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. The Company determines SSP based on observable, if available, prices for those related services when sold separately. When such observable prices are not available, the Company determines SSP based on overarching pricing objectives and strategies, taking into consideration market conditions and other factors, including customer size, volume purchased, market and industry conditions, product-specific factors and historical sales of the deliverables. Pricing objectives, market conditions or other factors may change in the future resulting in changes to standalone selling prices that could impact the timing or amount of revenue recognition. Deferred Revenue Deferred revenue consists primarily of payments received and accounts receivable recorded in advance of revenue recognition under the Company’s subscription and support services and professional services arrangements. The Company primarily invoices its customers for its subscription services arrangements annually in advance. The Company’s payment terms generally provide that customers pay the invoiced portion of the total arrangement fee within 30 days of the invoice date. Amounts anticipated to be recognized within one year of the balance sheet date are recorded as deferred revenue, current; the remaining portion is recorded as deferred revenue, noncurrent in the consolidated balance sheets. 71 OKTA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Deferred Commissions Sales commissions earned by the Company’s sales force are generally considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for new revenue contracts, including incremental sales to existing customers, are deferred and then amortized on a straight-line basis over a period of benefit, which is determined to be generally five years . The Company determined the period of benefit by taking into consideration the terms of its customer contracts, its technology life and other factors. Sales commissions for renewal contracts are deferred and then amortized on a straight-line basis over the average contractual term of two years . Sales commissions capitalized as contract costs totaled $ 245 million and $ 186 million in fiscal 2026 and 2025, respectively. Amortization of contract costs totaled $ 161 million, $ 130 million and $ 104 million in fiscal 2026, 2025 and 2024, respectively. Amortization expense is included in sales and marketing expenses in the accompanying consolidated statements of operations. Cost of Revenue Costs of revenue primarily consist of costs related to providing the Company’s cloud-based platforms to its customers, including third-party hosting fees, amortization of capitalized internal-use software and finite-lived purchased developed technology, customer support, other employee-related expenses for security, technical operations and professional services staff, and allocated overhead costs. Research and Development Research and development expense incurred in the normal course of business is expensed as incurred. Software Development Costs Qualifying internally-developed software development costs, including the associated stock-based compensation expenses, are capitalized during the application development stage, as long as management has authorized and committed to funding the project, it is probable the project will be completed and the software will be used to perform the function intended. Capitalization of such costs ceases once the project is substantially complete and ready for its intended use. Capitalized software development costs are included in Intangible assets, net on the consolidated balance sheets and are amortized on a straight-line basis over an expected useful life of 3 years. Advertising Expenses Advertising costs are expensed as incurred. Advertising expense was $ 83 million, $ 68 million, and $ 65 million in fiscal 2026, 2025 and 2024, respectively. Restructuring and Other Charges Restructuring generally includes actions involving employee-related severance charges, facilities consolidation and contract termination costs. Employee-related severance charges are largely based upon substantive severance plans, while some are mandated requirements in certain foreign jurisdictions. Severance costs generally include severance payments, outplacement services, health insurance coverage and legal costs. These charges are reflected in the period when both the actions are probable, at the balance sheet date, and the amounts are reasonably estimable. Right-of-use asset impairments are recognized on the date the premises have been vacated or the Company have ceased-use of the leased facilities. Actual results may differ from the Company’s estimates and assumptions. Restructuring liabilities are classified in accrued expenses and other current liabilities in the consolidated balance sheets. Stock-Based Compensation The Company’s equity incentive plans provide for granting stock options, restricted stock units (“RSUs”), restricted stock awards to employees, consultants, officers and directors and RSUs with market-based vesting conditions to certain executives. In addition, the Company offers an employee stock purchase program (“ESPP”) to eligible employees. 72 OKTA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Stock-based compensation expense related to stock awards (including stock options, RSUs, market-based RSUs, and ESPP) is measured based on the fair value of the awards granted and recognized as an expense over the requisite service period. The fair value of each RSU award is based on the fair value of the underlying common stock as of the grant date. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period, generally three to four years . The fair value of each market-based RSU award is measured using a Monte Carlo simulation valuation model which requires the use of various assumptions, including the stock price volatility and risk-free interest rate as of the valuation date corresponding to the length of time remaining in the performance period. Stock-based compensation expense for awards with market conditions is recognized over the requisite service period using the accelerated attribution method and is not reversed if the market condition is not met. The fair value of ESPP awards are estimated on the grant date using the Black-Scholes option pricing model which requires the use of various assumptions, including the expected term of the award, the expected volatility of the price of the underlying common stock, risk-free interest rates, and expected dividend yield of the underlying common stock. Stock-based compensation expense is recognized following the straight-line attribution method over the offering period for ESPP awards. The assumptions used to determine the fair value of the stock awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. Forfeitures are accounted for as they occur. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets are also recognized for operating losses and tax credit carry forwards. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Management considers all positive and negative evidence in evaluating the Company’s ability to realize its deferred tax assets, for example its historical results and forecasts of future ability to realize its deferred tax assets, including forecasts of future taxable income by jurisdiction. Deferred tax assets and liabilities are measured using enacted tax rates applicable in the years in which they are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax law is recognized in the provision for income taxes in the period that includes the enactment date. The Company does not provide for income taxes on undistributed earnings of subsidiaries that are intended to be indefinitely reinvested. Where the Company does not intend to indefinitely reinvest subsidiary earnings, income and withholding taxes, as applicable, are provided on such undistributed earnings. The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company determines if the weight of available evidence indicates that it is more likely than not that a tax position will be sustained on tax audit, assuming that all issues are audited and resolution of any related appeals or litigation processes are considered. The tax benefit is then measured as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The reserves for uncertain tax positions are adjusted as facts and circumstances change, for example on closing of a tax audit, expiration of statutes of limitation on potential assessments or refinement of an estimate. To the extent that the final outcome of these matters is different than the amounts recorded, such differences will impact the provision for income taxes in the period in which such a determination is made. The provisions for income taxes include the impact of reserves for uncertain tax positions, along with the related interest and penalties. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less from the date of purchase. Cash equivalents generally consist of investments in money market funds. The fair market value of cash equivalents approximated their carrying value as of January 31, 2026 and 2025. 73 OKTA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) As of January 31, 2026 and 2025, the Company’s restricted cash balance was $ 6 million, primarily related to letters of credit for its facility lease agreements. Short-Term Investments The Company’s short-term investments comprise of U.S. treasury securities, corporate debt securities and certificates of deposit. The Company determines the appropriate classification of its short-term investments at the time of purchase and reevaluates such designation at each balance sheet date. The Company has classified and accounted for its short-term investments as available-for-sale securities as the Company may sell these securities at any time for use in its current operations or for other purposes, even prior to maturity. As a result, short-term investments, including securities with stated maturities beyond twelve months, are classified within current assets in the consolidated balance sheets. Available-for-sale securities are recorded at fair value each reporting period and are periodically evaluated for impairment. For unrealized losses in securities that the Company intends to hold and will not more likely than not be required to sell before recovery, the Company further evaluates whether declines in fair value below amortized cost are due to credit or non-credit related factors. The Company considers credit related impairments to be changes in value that are driven by a change in the creditor’s ability to meet its payment obligations, and records an allowance and recognizes a corresponding loss in interest and other, net when the impairment is incurred. Unrealized non-credit related losses and unrealized gains are reported as a separate component of accumulated other comprehensive income (loss) in the consolidated balance sheets until realized. Realized gains and losses are determined based on the specific identification method and are reported in interest and other, net in the consolidated statements of operations. Strategic Investments The Company’s strategic investments consist primarily of equity investments in privately held companies and are included in Other assets on the consolidated balance sheets. Investments in privately held companies without readily determinable fair values in which the Company does not own a controlling interest or have significant influence over are measured using the measurement alternative. In applying the measurement alternative, the Company adjusts the carrying values of strategic investments based on observable price changes from orderly transactions for identical or similar investments of the same issuer. Additionally, the Company evaluates its strategic investments at least quarterly for impairment. Adjustments and impairments are recorded in Interest and other, net on the consolidated statements of operations. In determining the estimated fair value of its strategic investments in privately held companies, the Company uses the most recent and available data. Valuations of privately held securities are inherently complex due to the lack of readily available market data and require the use of judgment. The determination of whether an orderly transaction is for an identical or similar investment requires use of significant judgment. In its evaluation, the Company considers factors such as differences in the rights and preferences of the investments and the extent to which those differences would affect the fair values of those investments. The Company’s impairment analysis encompasses an assessment of both qualitative and quantitative factors including the investee’s financial metrics, market acceptance of the investee's product or technology, general market conditions and liquidity considerations. Accounts Receivable and Allowances Accounts receivable are recorded at the invoiced amount, net of allowances. These allowances are based on the Company’s assessment of the collectibility of accounts by considering the age of each outstanding invoice, the collection history of each customer, and an evaluation of current expected risk of credit loss based on current economic conditions and reasonable and supportable forecasts of future economic conditions over the life of the receivable. The Company assesses collectibility by reviewing accounts receivable on an aggregated basis where similar characteristics exist and on an individual basis when specific customers with collectibility issues are identified. Amounts deemed uncollectible are recorded as an allowance in the consolidated balance sheets with an offsetting decrease in deferred revenue or a charge to general and administrative expense in the consolidated statements of operations. 74 OKTA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Property and Equipment Property and equipment, net, is stated at cost less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets. Repairs and maintenance costs are expensed as incurred. The useful lives of property and equipment are as follows: Useful lives Furniture and fixtures Shorter of 7 years or remaining lease term Leasehold improvements Shorter of estimated useful life or remaining lease term Business Combinations Business combinations are accounted for under the acquisition method of accounting, which requires the acquired assets, including separately identifiable intangible assets, and assumed liabilities to be recorded as of the acquisition date at their respective estimated fair values. Any excess of the purchase price over the fair value of the assets acquired, including separately identifiable intangible assets and liabilities assumed, is recorded as goodwill. The determination of the fair value of assets acquired and liabilities assumed involves assessments of factors such as the expected future cash flows associated with individual assets and liabilities and appropriate discount rates at the date of the acquisition. Significant management inputs used in the estimation of fair value of assets acquired and liabilities assumed include, but are not limited to, expected future cash flows, future changes in technology, estimated replacement costs, person hours required in recreating certain acquired technologies, discount rates and assumptions about the period of time the brand will continue to be used in the Company’s portfolio. Where appropriate, external advisers are consulted to assist in the determination of fair value. For non-observable market values, fair value has been determined using acceptable valuation methods. The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. The results of operations for businesses acquired are included in the financial statements from the acquisition date. Acquisition-related expenses and post-acquisition restructuring costs are recognized separately from the business combination and are expensed as incurred. Goodwill and Other Long-Lived Assets Goodwill represents the excess of the purchase price over the estimated fair value of net assets of businesses acquired in a business combination. Goodwill amounts are not amortized. Goodwill is tested for impairment annually on the first day of the fourth quarter of each fiscal year, or whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. The Company operates as a single operating segment. Management has the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of the Company’s reporting unit is less than the carrying amount, including goodwill. The Company also has the option, which the Company has elected, to bypass the qualitative assessment, and perform the quantitative assessment. The quantitative assessment involves comparing the fair value of the reporting unit to its carrying value, including goodwill. An impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit. No goodwill impairments were recorded during the years presented based on the assessments performed. Long-lived assets, such as property and equipment and finite-lived intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount to the estimated undiscounted future cash flows expected to be generated. If the carrying amount exceeds the undiscounted cash flows, the assets are determined to be impaired and an impairment charge is recognized as the amount by which the carrying amount exceeds its fair value. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives. 75 OKTA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Operating Leases and Incremental Borrowing Rate The Company leases office space under operating leases with expiration dates through 2031. The Company determines whether an arrangement constitutes a lease and records lease liabilities and right-of-use assets on its consolidated balance sheets at lease commencement. Lease liabilities are measured based on the present value of the total lease payments not yet paid, discounted based on the more readily determinable of either the rate implicit in the lease or the incremental borrowing rate, which is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease. The estimation of the incremental borrowing rate is based on an estimate of the Company’s unsecured borrowing rate, adjusted for tenor and collateralized security features. Lease liabilities due within twelve months are included within accrued expenses and other current liabilities on the consolidated balance sheet. Right-of-use assets are measured based on the corresponding lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred and (iii) tenant incentives received, incurred or payable under the lease. Recognition of rent expense begins when the lessor makes the underlying asset available to the Company. The Company does not assume renewals or early terminations of its leases unless it is reasonably certain to exercise these options at commencement and does not allocate consideration between lease and non-lease components. For leases with a lease term of 12 months or less (“short-term leases”), rent expense is recorded in the consolidated statements of operations on a straight-line basis over the lease term and records variable lease payments as incurred. Loss Contingencies The Company is periodically involved in various legal claims and proceedings. The Company routinely reviews the status of each significant matter and assesses its potential financial exposure. If the potential loss from any matter is considered probable and the amount can be reasonably estimated, the Company records a liability for the estimated loss. If either or both of the criteria for recording the liability are not met, the Company assesses whether there is at least a reasonable possibility that a loss, or additional losses, may have been incurred. If there is a reasonable possibility that a loss may have been incurred, the Company discloses the estimate of the amount of loss or range of loss, discloses that the amount is immaterial, or discloses that an estimate of loss cannot be made, as applicable. Because of inherent uncertainties related to these legal matters, the Company bases its loss accruals on the best information available at the time. As additional information becomes available, the Company reassesses its potential liability and may review its estimates. Actual outcomes of these legal and regulatory proceedings may differ materially from the Company’s estimates. Share Repurchase Program Share repurchases are recorded on the trade date and the repurchase price is inclusive of any related fees and commissions. Shares of Class A common stock repurchased by the Company are immediately retired. The par value of the Class A common stock repurchased is deducted from common stock with the excess of repurchase price recorded to additional paid-in capital on the Company’s consolidated balance sheets. Concentrations of Risk Financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments and accounts receivable. The Company’s short-term investments are primarily intended to facilitate liquidity and capital preservation and consist predominately of highly liquid investment-grade fixed-income securities, diversified among industries and individual issuers. The Company’s policy is designed to limit exposure from any particular issuer or institution. Credit risk arising from accounts receivable is mitigated due to the large number of customers and their dispersion across various industries and geographies. For the periods presented, there were no customers that represented more than 10% of the Company’s accounts receivable balance or total revenue. The Company serves customers and users from data center facilities located across various different physical locations, such as the U.S., Europe and Asia-Pacific, most of which are operated by a single third party. The Company has disaster recovery protocols at the third-party service providers. Even with these procedures for disaster recovery in place, access to the Company’s service could be significantly interrupted, resulting in an adverse effect on its operating results and financial condition. 76 OKTA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Net Income (Loss) per Share The Company computes basic and diluted net income (loss) per share attributable to common stockholders for Class A and Class B common stock using the two-class method required for participating securities. Under the two-class method, basic net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders is computed by giving effect to all potential shares of common stock, including shares underlying convertible senior notes, unvested RSUs, outstanding stock options, unvested common stock and restricted stock issued in connection with certain business combinations, and ESPP obligations, to the extent they are dilutive. The dilutive effect of potentially dilutive common shares included in diluted earnings per share is determined in accordance with the treasury stock, if-converted, or contingently issuable accounting methods, depending on the nature of the security. The rights of the holders of the Company’s Class A and Class B common stock are identical, except with respect to voting and conversion rights. Accounting Pronouncements Recently Adopted In December 2023, the FASB issued guidance to provide disaggregated income tax disclosures on the rate reconciliation and income taxes paid. This guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company adopted this guidance prospectively in fiscal 2026. Refer to Note 13 to the consolidated financial statements “Income Taxes” for the expanded disclosures resulting from the adoption of this guidance. Recent Accounting Pronouncements Not Yet Adopted In November 2024, the FASB issued guidance requiring the disclosure, in the notes to financial statements, of specified disaggregated income statement expense information. This guidance is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this guidance. In September 2025, the FASB issued guidance to modernize the accounting for internal-use software costs to current development practices, clarifying when to begin capitalizing costs, and enhancing disclosure requirements. This guidance is effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual periods, with early adoption permitted. Entities can adopt the new standard using a prospective, modified, or retrospective transition approach. The Company is currently evaluating the impact of adopting this guidance, including the timing of adoption (early or standard) and the selection of an appropriate transition method. 3. Restructuring and Other Charges The following table summarizes the Company’s restructuring and other charges during fiscal 2026, 2025 and 2024 : Year Ended January 31, 2026 2025 2024 (dollars in millions) Severance and termination benefit costs $ 4 $ 11 $ 28 Lease impairment charges — — 28 Total $ 4 $ 11 $ 56 77 OKTA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The following table summarizes the Company’s restructuring liability related to severance and termination benefit costs that is included in Accrued expenses and other current liabilities on the consolidated balance sheets: Severance and termination benefit costs (dollars in millions) Balance as of January 31, 2024 $ 24 Restructuring charges 11 Cash payments ( 24 ) Balance as of January 31, 2025 11 Restructuring charges 4 Cash payments ( 11 ) Balance as of January 31, 2026 $ 4 Severance and termination benefits are provided primarily under ongoing arrangements and are accrued when the obligation is probable and the amount can be reasonably estimated. During fiscal 2026, the Company recognized $ 4 million in restructuring costs related to an insignificant workforce reduction that is expected to be substantially complete by the first quarter of fiscal 2027. During fiscal 2025, the Company recognized $ 11 million in restructuring costs that was substantially complete by the first quarter of fiscal 2026. During fiscal 2024, the Company recognized $ 24 million in restructuring costs that was substantially complete by the first quarter of fiscal 2025. Other charges during fiscal 2024 included $ 28 million in lease impairments and $ 4 million in severance for separate insignificant workforce reductions. 4. Cash Equivalents and Investments Cash Equivalents and Short-term Investments Financial assets are measured at fair value each reporting period using a fair value hierarchy that prioritizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure as follows: • Level 1 — Valuations based on observable inputs that reflect quoted prices for identical assets or liabilities in active markets. • Level 2 — Valuations based on other inputs that are directly or indirectly observable in the marketplace. • Level 3 — Valuations based on unobservable inputs that are supported by little or no market activity. 78 OKTA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The following table presents the estimated fair value of cash equivalents and short-term investments: As of January 31, 2026 2025 (dollars in millions) Cash equivalents: Money market funds (Level 1) $ 654 $ 225 Certificates of deposit (Level 2) — 23 U.S. treasury securities (Level 2) 16 — Total cash equivalents 670 248 Level 2: Short-term investments (Available-for-sale): U.S. treasury securities 1,459 1,788 Corporate debt securities 180 281 Certificates of deposit 56 45 Total short-term investments 1,695 2,114 Total $ 2,365 $ 2,362 The following table presents the contractual maturities of the Company’s short-term investments: As of January 31, 2026 Estimated Fair Value (dollars in millions) Due within one year $ 1,387 Due between one to five years 308 Total $ 1,695 Interest receivable of $ 24 million is included in Prepaid expenses and other current assets on the consolidated balance sheets as of January 31, 2026 and 2025. There were no material differences between the estimated fair value and amortized cost of cash equivalents and short-term investments as of January 31, 2026 and 2025. For available-for-sale debt securities that have unrealized losses, there were no material credit or non-credit related impairments for short-term investments as of January 31, 2026 and 2025. Strategic Investments Strategic investments primarily include equity investments in privately-held companies, which do not have a readily determinable fair value. Strategic investments are classified as Level 3 in the fair value hierarchy as nonrecurring fair value measurements may include observable and unobservable inputs. As of January 31, 2026 and 2025, the balance of strategic investments was $ 33 million and $ 30 million, respectively. 5. Goodwill and Intangible Assets, net Goodwill As of January 31, 2026 and 2025, goodwill was $ 5,487 million and $ 5,448 million, respectively. No goodwill impairments were recorded during fiscal 2026, 2025 and 2024. 79 OKTA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Intangible Assets, net Intangible assets consisted of the following: As of January 31, 2026 Gross Accumulated Amortization Net (dollars in millions) Purchased developed technology $ 214 $ ( 179 ) $ 35 Customer relationships 116 ( 106 ) 10 Capitalized internal-use software costs 72 ( 32 ) 40 Trade name 21 ( 20 ) 1 Other 7 ( 2 ) 5 $ 430 $ ( 339 ) $ 91 As of January 31, 2025 Gross Accumulated Amortization Net (dollars in millions) Purchased developed technology $ 239 $ ( 179 ) $ 60 Customer relationships 116 ( 85 ) 31 Capitalized internal-use software costs 54 ( 19 ) 35 Trade name 21 ( 16 ) 5 Other 10 ( 3 ) 7 $ 440 $ ( 302 ) $ 138 The weighted-average remaining useful lives of the Company’s acquired intangible assets are as follows: Weighted-Average Remaining Useful Life As of January 31, 2026 2025 Purchased developed technology 2.1 years 1.9 years Customer relationships 0.9 years 1.6 years Trade name 0.3 years 1.3 years As of January 31, 2026, estimated remaining amortization expense for the intangible assets by fiscal year was as follows: Remaining Amortization (dollars in millions) 2027 $ 45 2028 24 2029 17 2030 4 2031 1 Total $ 91 Amortization expense of intangible assets was $ 83 million, $ 85 million and $ 87 million in fiscal 2026, 2025 and 2024, respectively. 80 OKTA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 6. Property and Equipment, net Property and equipment consisted of the following: As of January 31, 2026 2025 (dollars in millions) Furniture and fixtures $ 18 $ 15 Leasehold improvements 90 84 Property and equipment, gross 108 99 Less accumulated depreciation ( 70 ) ( 56 ) Property and equipment, net $ 38 $ 43 Depreciation expense was $ 13 million in fiscal 2026 and 2025 and $ 12 million in fiscal 2024 . 7. Deferred Revenue and Performance Obligations Deferred Revenue Deferred revenue, which is a contract liability, consists primarily of payments received and accounts receivable recorded in advance of revenue recognition under the Company’s contracts with customers and is recognized as the revenue recognition criteria are met. Subscription revenue recognized during fiscal 2026 and 2025 that was included in the deferred revenue balances at the beginning of the respective periods was $ 1,674 million and $ 1,456 million, respectively. Transaction Price Allocated to the Remaining Performance Obligations Transaction price allocated to the remaining performance obligations represents all future, non-cancelable contracted revenue that has not yet been recognized, inclusive of deferred revenue that has been invoiced and non-cancelable amounts that will be invoiced and recognized as revenue in future periods. Total remaining non-cancelable performance obligations under subscription contracts with customers was approximately $ 4,827 million as of January 31, 2026. Of this amount, the Company expects to recognize revenue of approximately $ 2,513 million, or 52 %, over the next 12 months, with the balance to be recognized as revenue thereafter. 8. Convertible Senior Notes, Net Convertible Senior Notes The 2025 Notes and 2026 Notes are recorded at face value less unamortized debt issuance costs. During fiscal 2025, the Company repurchased $ 42 million principal amount of the 2025 Notes for $ 40 million in cash, and $ 258 million principal amount of the 2026 Notes for $ 240 million in cash, resulting in a gain on early extinguishment of debt of $ 19 million. During fiscal 2024, the Company repurchased $ 508 million principal amount of the 2025 Notes for $ 462 million in cash, and $ 542 million principal amount of the 2026 Notes for $ 475 million in cash, resulting in a gain on early extinguishment of debt of $ 106 million. 2025 Convertible Senior Notes The 2025 Notes matured on September 1, 2025, and the Company settled the full then remaining $ 510 million principal amount outstanding in cash. 2025 Capped Calls In connection with the pricing of the 2025 Notes, the Company entered into capped call transactions with respect to its Class A common stock. During fiscal 2026, the Company unwound and settled in cash a portion of the 81 OKTA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 2025 Capped Calls corresponding to the previously repurchased notes and all remaining 2025 Capped Calls expired upon the maturity of the 2025 Notes. 2026 Convertible Senior Notes The 2026 Notes are senior, unsecured obligations of the Company, and bear interest at a fixed rate of 0.375 % per year. Interest is payable in cash semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2020. The 2026 Notes mature on June 15, 2026, unless earlier redeemed, repurchased or converted. As of January 31, 2026, the outstanding principal balance of the 2026 Notes of $ 350 million is classified as a current liability due to their upcoming maturity on June 15, 2026. The terms of the 2026 Notes are governed by an Indenture by and between the Company and Wilmington Trust, National Association, as Trustee (the “2026 Indenture”). Upon conversion, the 2026 Notes may be settled in cash, shares of Class A common stock or a combination of cash and shares of Class A common stock, at the Company’s election. The 2026 Notes are convertible at an initial conversion rate of 4.1912 shares of Class A common stock per $1,000 principal amount of the 2026 Notes, which is equal to an initial conversion price of approximately $ 238.60 per share of Class A common stock, subject to adjustment under certain circumstances in accordance with the terms of the 2026 Indenture. Prior to the close of business on the business day immediately preceding March 15, 2026, holders of the 2026 Notes may convert all or a portion of their 2026 Notes only in multiples of $1,000 principal amount, under the following circumstances: • during any fiscal quarter commencing after the fiscal quarter ending on October 31, 2020 (and only during such fiscal quarter), if the last reported sale price of the Company’s Class A common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130 % of the conversion price of the 2026 Notes on each applicable trading day; • during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the 2026 Notes for each trading day of that five consecutive trading day period was less than 98 % of the product of the last reported sale price of the Company’s Class A common stock and the conversion rate on such trading day; • if the Company calls the notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or • upon the occurrence of specified corporate events, as described in the 2026 Indenture. On or after March 15, 2026 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2026 Notes regardless of the foregoing circumstances. During the three months ended January 31, 2026, the conditions allowing holders of the 2026 Notes to convert prior to March 15, 2026 were not met. As of January 31, 2026, the 2026 Notes are classified as current liabilities due to their upcoming maturity on June 15, 2026. The Company may redeem for cash all or any portion of the 2026 Notes, at its option, on or after June 20, 2023, if the last reported sale price of the Company’s Class A common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on and including the trading day preceding the date on which the Company provides notice of redemption price equal to 100 % of the principal amount of the notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. Holders of the 2026 Notes who convert their 2026 Notes in connection with certain corporate events that constitute a make-whole fundamental change (as defined in the 2026 Indenture) or in connection with the Company’s issuance of a redemption notice are, under certain circumstances, entitled to an increase in the conversion rate. Additionally, in the event of a corporate event that constitutes a fundamental change (as defined in the 2026 Indenture), holders of the 2026 Notes may require the Company to repurchase all or a portion of their 2026 Notes at a price equal to 100 % of the principal amount of the 2026 Notes being repurchased, plus any accrued and unpaid interest. 82 OKTA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 2026 Capped Calls In connection with the pricing of the 2026 Notes, the Company entered into capped call transactions with respect to its Class A common stock. The 2026 Capped Calls are purchased call options that give the Company the option to purchase approximately 5 million shares, subject to anti-dilution adjustments substantially identical to those in the 2026 Notes, of its Class A common stock for approximately $ 238.60 per share (subject to adjustment), corresponding to the approximate initial conversion price of the 2026 Notes, exercisable upon conversion of the 2026 Notes. The 2026 Capped Calls have initial cap prices of $ 360.14 per share (subject to adjustment) and will expire in 2026, if not exercised earlier. The 2026 Capped Calls are intended to offset potential dilution to the Company’s Class A common stock and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount upon any conversion of the 2026 Notes under certain circumstances. The 2026 Capped Calls are separate transactions and are not part of the terms of the 2026 Notes. The 2026 Capped Calls meet the criteria for classification as equity and, as such, are not remeasured each reporting period. During fiscal 2026, the Company unwound and settled in cash a portion of the 2026 Capped Calls corresponding to the previously repurchased notes. Fair Value Measurements As of January 31, 2026, the estimated fair value of the 2026 Notes, which are not recorded at fair value on the consolidated balance sheets, was $ 345 million. The estimated fair value of the 2026 Notes, which are Level 2 financial instruments, was determined based on the quoted bid prices of the 2026 Notes in an over-the-counter market on the last available trading day of the reporting period. 9. Leases The Company has entered into various non-cancelable office space operating leases with original lease periods expiring between 2026 and 2031. These leases do not contain material variable rent payments, residual value guarantees, financial covenants or other restrictions. The Company’s corporate headquarters lease in San Francisco has a 10-year term, which expires in October 2028. The Company is entitled to two five-year options to extend this lease, subject to certain requirements. Operating lease costs were as follows: Year Ended January 31, 2026 2025 2024 (dollars in millions) Operating lease costs (1) $ 28 $ 31 $ 34 (1) Amounts are presented exclusive of sublease income and include short-term leases, which are immaterial. The weighted-average remaining term of operating leases was 3.0 years and 3.8 years as of January 31, 2026 and January 31, 2025, respectively, and the weighted-average discount rate used to measure the present value of the operating lease liabilities was 5.6 % as of January 31, 2026 and January 31, 2025. 83 OKTA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) Maturities of operating lease liabilities, which do not include short-term leases, were as follows: As of January 31, 2026 Fiscal Year Ending January 31: (dollars in millions) 2027 $ 36 2028 39 2029 31 2030 4 2031 2 Thereafter 1 Total lease payments 113 Less imputed interest and other ( 12 ) Total operating lease liabilities $ 101 Cash payments made related to operating lease liabilities were $ 37 million and $ 41 million in fiscal 2026 and 2025, respectively. 10. Commitments and Contingencies Letters of Credit In conjunction with the execution of certain office space operating leases, letters of credit in the aggregate amount of $ 5 million and $ 6 million were issued and outstanding as of January 31, 2026 and January 31, 2025, respectively. No draws have been made under such letters of credit. Legal Matters From time to time in the normal course of business, the Company may be subject to various legal matters such as threatened or pending claims or proceedings. On May 20, 2022, a purported shareholder filed a putative class action lawsuit in the United States District Court for the Northern District of California against the Company and certain of its executive officers, captioned In re Okta, Inc. Securities Litigation , No. 3:22-cv-02990. The lawsuit asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, alleging that the defendants made false or misleading statements or omissions concerning the Company’s cybersecurity controls, vulnerability to data breaches, and the Company’s integration of Auth0, Inc. (“Auth0”). The lawsuit sought an order certifying the lawsuit as a class action and unspecified damages. The defendants moved to dismiss the amended complaint. On March 31, 2023, the court dismissed in full the claims based on the plaintiff’s allegations related to the Company’s cybersecurity controls and vulnerability to data breaches, and dismissed in part and denied in part the claims based on allegations related to the Auth0 integration. On May 28, 2024, the parties entered into a stipulation of settlement (the “Stipulation”) where, in exchange for the release and dismissal with prejudice of all claims, the Company agreed to pay and/or to cause its insurance carriers to pay a total of $ 60 million, which is covered through a combination of the Company’s Director & Officer (“D&O”) insurance and the balance of the Company’s $ 10 million retention on the primary D&O policy. The Stipulation does not constitute an admission of fault or wrongdoing by the Company or its executives. On November 19, 2024, the court granted final approval of the Stipulation and dismissed the lawsuit in its entirety, with prejudice. Additionally, two purported shareholders filed derivative lawsuits on behalf of the Company in the United States District Court for the Northern District of California against certain of its current and former executive officers and directors, captioned O’Dell v. McKinnon et al. , No. 3:22-cv-07480 (filed Nov. 28, 2022), and LR Trust v. McKinnon et al ., No. 3:22-cv-08627 (filed Dec. 13, 2022) (together, the “California Federal Derivative Actions”). The California Federal Derivative Actions allege, among other things, that the defendants breached their fiduciary duties by making false or misleading statements or omissions concerning the Company’s cybersecurity controls, vulnerability to data breaches and the Company’s integration of Auth0. The California Federal Derivative Actions seek orders permitting the plaintiffs to maintain the actions derivatively on behalf of the Company, awarding unspecified damages allegedly sustained by the Company, awarding restitution from the individual defendants, and requiring the Company to make certain reforms to its corporate governance and controls. On February 22, 2023, the court entered a stipulated order consolidating the California Federal Derivative Actions, appointing co-lead counsel 84 OKTA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) for plaintiffs, and staying the consolidated California Federal Derivative Actions during the pendency of the motion to dismiss in the securities class action lawsuit. The consolidated California Federal Derivative Actions are captioned In re Okta, Inc. Stockholder Derivative Litigation , No. 3:22-cv-07480. On May 9, 2023, the court entered a stipulated order continuing the stay through the close of discovery in the securities class action lawsuit and, on January 27, 2025, the court entered an order continuing the stay. On April 14, 2023, another shareholder filed a substantially similar derivative lawsuit in the United States District Court for the District of Delaware against certain of the Company’s current and former executive officers and directors, captioned Buono v. McKinnon et al. , No. 1:23-cv-00413 (the “Buono Action”). On May 31, 2023, the court entered a stipulated order whereby the defendants agreed to accept service and stay the Buono Action through the close of discovery in the securities class action lawsuit. On January 25, 2024, another shareholder filed a substantially similar derivative lawsuit in the United States District Court for the District of Delaware against certain of the Company’s current and former executive officers and directors, captioned Nasr v. McKinnon, et al. , No. 1:24-cv-00106 (together with the Buono Action, the “Delaware Federal Derivative Actions”). On March 18, 2024, the court entered a stipulated order whereby the defendants agreed to accept service and stay the derivative action through the close of discovery in the securities class action lawsuit. On July 1, 2024, another shareholder filed a substantially similar derivative lawsuit in the Court of Chancery for the State of Delaware (the “Delaware Chancery Court”) against certain of the Company’s current and former executive officers and directors, captioned Grimaldi v. McKinnon, et al. , C.A. No. 2024-0685-PAF (the “Grimaldi Action”). On July 19, 2024, the Delaware Chancery Court entered a stipulated order whereby the defendants agreed to accept service and to stay the derivative action through final approval of the settlement in the securities class action lawsuit. On October 18, 2024, another shareholder filed a substantially similar derivative lawsuit in the Delaware Chancery Court against certain of the Company’s current and former executive officers and directors, captioned Duprat v. McKinnon, et al ., C.A. No. 2024-1072-PAF (the “Duprat Action”). On November 8, 2024, the Delaware Chancery Court entered a stipulated order where the defendants agreed to accept service in the Duprat Action; the Grimaldi Action and the Duprat Action were consolidated (the “Delaware Chancery Actions”); and the Delaware Chancery Actions were stayed pursuant to the terms previously entered in the Grimaldi Action. On January 10, 2025, the Company and defendants agreed in principle to the non-monetary terms of a global resolution of the California Federal Derivative Actions, the Delaware Federal Derivative Actions, and the Delaware Chancery Actions (collectively, the “Derivative Actions”), and executed a Memorandum of Understanding in connection therewith containing the agreed-upon material, non-monetary terms of the proposed settlement. The parties in the Derivative Actions subsequently agreed that the Company would not oppose a fee award to plaintiffs’ counsel of $ 2.25 million, which the Company, as part of the final settlement documentation, agreed to cause its D&O insurers to pay. The parties in the Derivative Actions executed a Stipulation of Settlement on June 26, 2025, and the plaintiffs in the consolidated California Federal Derivative Actions filed a motion for preliminary approval of the proposed settlement on July 1, 2025. On August 18, 2025, the court in the consolidated California Federal Derivative Actions granted preliminary approval of the proposed settlement. On October 22, 2025, the court in the consolidated California Federal Derivative Actions granted final approval of the settlement and entered a judgment dismissing the consolidated California Federal Derivative Actions with prejudice. On November 24, 2025, the court in the Delaware Federal Derivative Actions entered orders dismissing those actions with prejudice pursuant to the terms of the settlement. On December 1, 2025, the court in the Delaware Chancery Actions entered an order dismissing that consolidated action pursuant to the terms of the settlement. Warranties and Indemnification The Company’s subscription services are generally warranted to perform materially in accordance with the Company’s online help documentation under normal use and circumstances. Additionally, the Company’s arrangements generally include provisions for indemnifying customers against liabilities if its subscription services infringe a third party’s intellectual property rights. Furthermore, the Company may also incur liabilities if it breaches the security or confidentiality obligations in its arrangements. To date, the Company has not incurred significant costs and has not accrued any material liabilities in the accompanying consolidated financial statements as a result of these obligations. 85 OKTA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The Company has entered into service-level agreements with a majority of its customers defining levels of uptime reliability and performance and permitting certain customers to receive credits for paid amounts related to subscription services when the Company fails to meet the defined levels of uptime. In very limited instances, the Company allows customers to early terminate their agreements in the event that the Company fails to meet those levels as they may constitute a breach of contract. If the customer did terminate, they would receive a refund of prepaid unused subscription fees. To date, the Company has not experienced any significant failures to meet defined levels of uptime reliability and performance as a result of those agreements and, as a result, the Company has not incurred significant costs and has not accrued any material liabilities in the accompanying consolidated financial statements as a result of these warranties. Agreements with customers and other third parties may include indemnification or other provisions under which the Company agrees to indemnify or otherwise be liable to them for losses suffered or incurred as a result of claims of intellectual property infringement, damages caused by us to property or persons, or other liabilities relating to or arising from the use of the Company’s platforms or other acts or omissions. The Company cannot reasonably estimate potential payment obligations as a result of indemnification claims because it cannot predict when and under what circumstances they may be incurred. As a result, no material liabilities have been recognized in the accompanying consolidated financial statements related to these indemnification obligations. 11. Common Stock and Stockholders’ Equity Common Stock Holders of Class A and Class B common stock are entitled to one vote per share and ten votes per share, respectively, and the shares of Class A common stock and Class B common stock are identical, except for voting and conversion rights. Shares of Class B common stock may be converted into Class A common stock at any time at the option of the stockholder on a one -for-one basis, and are automatically converted into Class A common stock upon sale or transfer, subject to certain limited exceptions. Shares of Class A common stock are not convertible. As of January 31, 2026, shares of common stock reserved for future issuance were as follows: As of January 31, 2026 (shares in thousands) Options and unvested RSUs outstanding 7,828 Available for future stock option and RSU grants 43,612 Available for ESPP 9,892 Total 61,332 Share Repurchase Program In January 2026, the Company’s board authorized a stock repurchase program of up to $ 1 billion of the Company’s outstanding shares of Class A common stock. The Company may repurchase shares of its Class A common stock from time to time through open market purchases, in privately negotiated transactions, or by other means. Open market repurchases may be structured to occur in accordance with the requirements of Rule 10b-18. The Company may also, from time to time, enter into Rule 10b5-1 trading plans to facilitate repurchases of shares. The timing and the amount of stock repurchases under the Share Repurchase Program will be determined by the Company’s management, based on its evaluation of factors including business and market conditions, corporate and regulatory requirements, and other considerations. The Share Repurchase Program does not obligate the Company to repurchase any specific number of shares and may be modified, suspended, or terminated at any time. During the year ended January 31, 2026, the Company repurchased and immediately retired 875,150 shares of its Class A common stock for an aggregate amount, including commissions, of $ 79 million under the Share Repurchase Program. As of January 31, 2026, approximately $ 921 million of the originally authorized amount under the Share Repurchase Program remained available for future repurchases. 86 OKTA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 12. Employee Incentive Plans Equity Incentive Plans The Company has two equity incentive plans: the 2009 Stock Plan (“2009 Plan”) and the 2017 Equity Incentive Plan (“2017 Plan”). All shares that remain available for future grants are under the 2017 Plan. As of January 31, 2026, options to purchase 739,356 shares of Class A common stock and 330,688 shares of Class B common stock remained outstanding. The Company’s equity incentive plans provide for granting stock options, RSUs, restricted stock awards to employees, consultants, officers and directors and RSUs with market-based vesting conditions to certain executives. In addition, the Company offers an ESPP to eligible employees. Stock-based compensation expense by award type was as follows: Year Ended January 31, 2026 2025 2024 (dollars in millions) Stock options $ 1 $ 14 $ 45 RSUs 476 475 490 Market-based RSUs 44 25 12 ESPP 16 17 26 Restricted stock awards 7 34 111 Total $ 544 $ 565 $ 684 Stock-based compensation expense was recorded in the following cost and expense categories in the consolidated statements of operations: Year Ended January 31, 2026 2025 2024 (dollars in millions) Cost of revenue: Subscription $ 74 $ 82 $ 75 Professional services and other 10 12 15 Research and development 196 216 277 Sales and marketing 132 131 156 General and administrative 132 124 161 Total $ 544 $ 565 $ 684 Stock Options Options issued under the Plan generally are exercisable for periods not to exceed ten years and generally vest over four years with 25 % vesting after one year and with the remainder vesting monthly thereafter in equal installments. Shares offered under the Plan may be: (i) authorized but unissued shares or (ii) treasury shares. 87 OKTA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) A summary of stock option activity and related information was as follows: Number of Options (in thousands) Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in millions) Outstanding as of January 31, 2025 2,199 $ 57.98 2.8 $ 137 Exercised ( 1,128 ) 10.11 Expired ( 1 ) 30.56 Outstanding as of January 31, 2026 1,070 $ 108.43 3.1 $ 36 As of January 31, 2026 Vested and expected to vest 1,070 $ 108.43 3.1 $ 36 Vested and exercisable 1,070 $ 108.43 3.1 $ 36 No options were granted during fiscal 2026, 2025 and 2024. The total grant-date fair value of stock options vested was $ 1 million, $ 16 million and $ 48 million during fiscal 2026, 2025 and 2024, respectively. The intrinsic value of the options exercised, which represents the difference between the fair market value of the Company’s common stock on the date of exercise and the exercise price of each option, was $ 109 million, $ 213 million and $ 57 million during fiscal 2026, 2025 and 2024, respectively. Windfall tax benefits realized upon exercise of stock options were $ 24 million and $ 47 million during fiscal 2026 and 2025, respectively, while no windfall tax benefits were realized in fiscal year 2024. Restricted Stock Units A summary of RSU activity and related information was as follows: Number of RSUs (in thousands) Weighted-Average Grant Date Fair Value Per Share Outstanding as of January 31, 2025 7,479 $ 97.15 Granted 4,855 101.12 Vested ( 4,761 ) 103.57 Forfeited ( 1,324 ) 95.67 Outstanding as of January 31, 2026 6,249 $ 95.66 The Company granted 4,855,252 RSUs with an aggregate fair value of $ 491 million during fiscal 2026. As of January 31, 2026, there was a total of $ 528 million of unrecognized stock-based compensation expense related to unvested RSUs, which is being recognized over a weighted-average period of 1.8 years, based on vesting under the award service conditions. The total fair value of RSUs vested during fiscal 2026, 2025 and 2024 was $ 460 million, $ 375 million and $ 335 million, respectively. Market-based Restricted Stock Units A summary of market-based RSU activity and related information was as follows: Number of market-based RSUs (in thousands) Weighted-Average Grant Date Fair Value Per Share Outstanding as of January 31, 2025 320 $ 190.08 Granted 327 199.63 Vested ( 138 ) 120.98 Outstanding as of January 31, 2026 509 $ 214.94 Market-based RSUs granted in fiscal 2026 vest over each of a one-, two- and three-year performance period, each starting on February 1, 2025. The average grant date fair value per target market-based RSU was estimated 88 OKTA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) based on a Monte Carlo simulation as of the date of grant assuming expected volatility of 58.4 %, a risk-free rate of 3.87 %, and a dividend yield of 0 %. For each granted market-based RSU award, the number of shares that can be earned ranges from 0 % to 200 % of the target number of shares based on the relative performance of the per share price of the Company’s common stock as compared to the Nasdaq Composite Index over the respective performance periods and subject to continuous employment through the vesting dates. As of January 31, 2026 there was a total of $ 46 million of unrecognized stock-based compensation expense related to unvested market-based RSUs, which is being recognized over a weighted-average period of 0.9 years. The total fair value of market-based RSUs vested during fiscal 2026, 2025 and 2024 was $ 16 million, $ 7 million and $ 0 million, respectively. Restricted Stock Awards As of January 31, 2026, there was $ 20 million of unrecognized stock-based compensation expense related to unvested restricted stock awards, which is being recognized over a weighted-average period of 1.8 years based on vesting under the award service conditions. Employee Stock Purchase Plan (ESPP) The ESPP provides for 12-month offering periods beginning June 21 and December 21 of each year, and each offering period consists of up to two six-month purchase periods. The ESPP contains a reset provision under which the offering period resets if the fair market value of the Company’s common stock on the purchase date is less than the fair market value on the offering date. The Company estimated the fair value of ESPP purchase rights using a Black-Scholes option pricing model with the following assumptions: Year Ended January 31, 2026 2025 2024 Expected volatility 31 % - 58 % 42 % - 44 % 46 % - 74 % Expected term (in years) 0.5 - 1.0 0.5 - 1.0 0.5 - 1.0 Risk-free interest rate 3.53 % - 4.28 % 4.26 % - 5.36 % 4.84 % - 5.41 % Expected dividend yield — — — During fiscal 2026, the Company’s employees purchased 578,230 shares of its Class A common stock under the ESPP. The shares were purchased at a weighted-average purchase price of $ 71.34 per share, with proceeds of $ 41 million. During fiscal 2025, the Company’s employees purchased 586,149 shares of its Class A common stock under the ESPP. The shares were purchased at a weighted-average purchase price of $ 71.68 per share, with proceeds of $ 42 million. As of January 31, 2026 there was $ 14 million of unrecognized stock-based compensation expense related to the ESPP which is being recognized over a weighted-average vesting period of 0.9 years. Employee Defined Contribution Plan The Company has a qualified defined contribution plan under Section 401(k) of the Internal Revenue Code covering eligible employees. A portion of employee contributions are matched up to a fixed maximum dollar amount per year per employee. During fiscal 2026, 2025 and 2024, matching contributions related to the plan were $ 17 million, $ 18 million and $ 19 million, respectively. 89 OKTA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 13. Income Taxes The Company is subject to taxation in the U.S. and various other state and foreign jurisdictions. The domestic and foreign components of pre-tax income (loss) for fiscal 2026, 2025 and 2024 were as follows: Year Ended January 31, 2026 2025 2024 (dollars in millions) Domestic $ 211 $ 28 $ ( 360 ) Foreign 44 18 23 Income (loss) before provision for income taxes $ 255 $ 46 $ ( 337 ) The components of the provision for income taxes for fiscal 2026, 2025 and 2024 were as follows: Year Ended January 31, 2026 2025 2024 (dollars in millions) Current: Federal $ ( 1 ) $ 5 $ 2 State 2 2 3 Foreign 7 9 6 Total current provision for income taxes 8 16 11 Deferred: Foreign 12 2 7 Total deferred provision for income taxes 12 2 7 Total provision for income taxes $ 20 $ 18 $ 18 For fiscal 2026, income tax expense resulted primarily from income tax expense related to profitable foreign tax jurisdictions offset by the favorable tax impact of certain U.S. tax legislation. For fiscal 2025, income tax expense resulted primarily from profitable foreign jurisdictions, federal and state taxes resulting from limitations on tax attribute utilization, offset by the impact of tax windfalls from stock-based compensation in the United States. For fiscal 2024, the income tax expense resulted primarily from income tax expense related to profitable foreign jurisdictions, federal and state taxes resulting from limitations on tax attribute utilization, and the tax impact of shortfalls from stock-based compensation in the United Kingdom. On July 4, 2025, the “One Big Beautiful Bill Act” (the “Act”) was enacted. The Act, among other provisions, maintains the U.S. federal 21% corporate tax rate, makes permanent the immediate expensing of domestic research and development expenditures, allows for 100% bonus depreciation for qualified assets, and modifies the U.S. taxation of profits derived from foreign operations. The provisions of the Act have staggered effective dates beginning in 2025 and continuing through 2027. The Company’s provision for income tax reflects the impact of the enactment of the Act. The Company does not provide for income taxes on undistributed earnings of subsidiaries that are intended to be indefinitely reinvested. Where the Company does not intend to indefinitely reinvest subsidiary earnings, income and withholding taxes, as applicable, are provided on such undistributed earnings and are insignificant. 90 OKTA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for fiscal 2026 is as follows: Year Ended January 31, 2026 (dollars in millions) % U.S. Federal Statutory Tax Rate $ 54 21.0 % State and Local Income Taxes, Net of Federal (National) Income Tax Effect (1) 1 0.3 Foreign Tax Effects Australia Share based payment awards 3 1.1 United Kingdom 3 1.3 Other Foreign Jurisdictions 4 1.4 Effect of Cross-Border Tax Laws Foreign Derived Intangible Income Deduction ( 3 ) ( 1.3 ) Tax Credits Research and development tax credits ( 24 ) ( 9.4 ) Changes in Valuation Allowances ( 51 ) ( 20.0 ) Nontaxable or Nondeductible Items Share base payment awards 4 1.8 Nondeductible Officer Compensation 17 6.6 Other 4 1.5 Changes in Unrecognized Tax Benefits 8 3.3 Other Adjustments — 0.3 Effective Tax Rate $ 20 7.9 % (1) State taxes in NY and NYC made up the majority (greater than 50%) of the tax effect in this category. The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for fiscal 2025 and 2024: Year Ended January 31, 2025 2024 Tax at federal statutory rate 21.0 % 21.0 % State income taxes, net of federal benefit 3.7 3.8 Change in valuation allowance 27.4 ( 5.6 ) Stock-based compensation 14.5 ( 28.4 ) Effect of foreign operations 8.1 ( 0.7 ) Research and development credits ( 51.7 ) 5.3 Non-deductible expenses 19.2 ( 1.5 ) Provision to return true-up ( 7.1 ) 0.2 Unrecognized tax benefits 7.9 — Other, net ( 4.0 ) 0.6 Effective tax rate 39.0 % ( 5.3 ) % 91 OKTA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) The tax effects of temporary differences and related deferred tax assets and liabilities as of January 31, 2026 and 2025 were as follows: As of January 31, 2026 2025 (dollars in millions) Deferred tax assets: Net operating loss carryforwards $ 720 $ 702 Capitalized research expenditures 241 335 Stock-based compensation 27 41 Operating lease liabilities 28 31 Other reserves and accruals 27 24 Research and development and other credits 176 146 Total deferred tax assets 1,219 1,279 Valuation allowance ( 1,089 ) ( 1,144 ) Total deferred tax assets, net 130 135 Deferred tax liabilities: Deferred commissions ( 124 ) ( 99 ) Other deferred tax liabilities ( 16 ) ( 15 ) Operating lease right-of-use assets ( 18 ) ( 20 ) Depreciation and amortization — ( 14 ) Total deferred tax liabilities ( 158 ) ( 148 ) Net deferred tax liabilities $ ( 28 ) $ ( 13 ) The Company has determined that it is not more likely than not that it will realize the benefits of its net deferred tax assets in the United States due to negative evidence such as a continued cumulative loss. Therefore, the Company has recorded a valuation allowance to reduce the carrying value of the U.S. deferred tax assets, net of U.S. deferred tax liabilities. The U.S. valuation allowance decreased by $ 55 million and increased by $ 57 million during fiscal 2026 and 2025, respectively. As of January 31, 2026, the Company had approximately $ 2,781 million of federal and $ 2,031 million of state net operating loss carryforwards available to offset future taxable income. If not utilized, the federal and state net operating loss carryforwards will begin to expire in 2035 and 2026, respectively. As of January 31, 2026, the Company had approximately $ 30 million of UK net operating losses and $ 10 million of Israel net operating losses which do not expire. As of January 31, 2026, the Company had federal research and development tax credit carryforwards of $ 158 million and California research and development tax credit carryforwards of $ 100 million. The federal research and development credits will start to expire in 2038 while the California research and development credits do not expire. The Company’s ability to utilize the net operating loss and tax credit carryforwards in the future may be subject to substantial restrictions in the event of future ownership changes as defined in Section 382 of the Internal Revenue Code and similar state tax laws. 92 OKTA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) A reconciliation of beginning and ending amount of unrecognized tax benefit was as follows: Year Ended January 31, 2026 2025 2024 (dollars in millions) Gross amount of unrecognized tax benefits as of the beginning of the year $ 65 $ 49 $ 43 Additions based on tax positions related to a prior year 4 4 — Additions based on tax positions related to current year 9 12 7 Reductions based on tax positions taken in a prior year — — ( 1 ) Gross amount of unrecognized tax benefits as of the end of the year $ 78 $ 65 $ 49 For all periods presented, the Company has an immaterial amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate. The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the provision for income taxes. For all years presented, the Company has not accrued a material amount in interest and penalties related to unrecognized tax benefits. As the Company has net operating loss carryforwards for the U.S. federal and state jurisdictions, the statute of limitations is open for all years. For material foreign jurisdictions, the tax years open to examination include the tax years 2018 and forward. Cash paid for income taxes, net of refunds received, by jurisdiction for fiscal 2026 was as follows: Year Ended January 31, 2026 (dollars in millions) Federal Taxes $ ( 3 ) State Taxes New York State 2 Other State Jurisdictions 1 Foreign Taxes India 5 Israel 2 Japan 1 Other Foreign Jurisdictions 2 Total income taxes paid (net of refunds) $ 10 Cash paid for income taxes, net of refunds received during fiscal 2025 and 2024 was $ 17 million and $ 13 million, respectively. 93 OKTA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 14. Net Income (Loss) Per Share The following table presents the calculation of basic and diluted net income (loss) per share. Net income (loss) is reported in millions and rounded from amounts in thousands; as a result, net income (loss) per share may not recalculate exactly due to rounding. Year Ended January 31, 2026 2025 2024 Class A Class B Class A Class B Class A Class B (dollars in millions, shares in thousands, except per share data) Basic net income (loss) per share: Numerator: Net income (loss), basic $ 224 $ 11 $ 27 $ 1 $ ( 339 ) $ ( 16 ) Denominator: Weighted-average shares outstanding, basic 168,079 7,803 162,082 7,487 156,335 7,299 Net income (loss) per share, basic $ 1.33 $ 1.33 $ 0.16 $ 0.16 $ ( 2.17 ) $ ( 2.17 ) Diluted net income (loss) per share: Numerator: Net income (loss) $ 224 $ 11 $ 27 $ 1 $ ( 339 ) $ ( 16 ) Interest and other (1) — — ( 17 ) ( 1 ) — — Reallocation of net income as a result of assumed conversion of Class B to Class A common shares 11 — — — — — Net income (loss), diluted $ 235 $ 11 $ 10 $ — $ ( 339 ) $ ( 16 ) Denominator: Number of shares used in basic calculation 168,079 7,803 162,082 7,487 156,335 7,299 Weighted-average effect of diluted securities related to: Employee share-based awards 2,036 476 1,832 2,942 — — Convertible senior notes 896 — 743 — — — Assumed conversion of Class B to Class A common shares 8,279 — 10,429 — — — Number of shares used in diluted calculation 179,290 8,279 175,086 10,429 156,335 7,299 Net income (loss) per share, diluted $ 1.31 $ 1.31 $ 0.06 $ 0.06 $ ( 2.17 ) $ ( 2.17 ) (1) Under the if-converted method, net income (loss) is adjusted to reflect the assumption that the convertible senior notes were converted at the beginning of the period. Potentially dilutive securities excluded because they would be anti-dilutive were as follows: Year Ended January 31, 2026 2025 2024 (shares in thousands) Employee share-based awards 3,274 4,503 15,179 Convertible senior notes 1,468 4,170 5,473 Total 4,742 8,673 20,652 The Company entered into capped call transactions in connection with the issuance of the convertible senior notes. The effect of the capped calls was also excluded from the calculation of diluted net income (loss) per share as the effect of the capped calls would have been anti-dilutive. 94 OKTA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 15. Geographical Information Revenue by location is determined by the billing address of the customer. The following table sets forth revenue by geographic area: Year Ended January 31, 2026 2025 2024 (dollars in millions) United States $ 2,321 $ 2,062 $ 1,783 International 598 548 480 Total $ 2,919 $ 2,610 $ 2,263 Other than the United States, no individual country exceeded 10% of total revenue for fiscal 2026, 2025 and 2024. Long-lived assets by geographic location are based on the location of the legal entity that owns the asset. The following table sets forth the Company’s long-lived assets, primarily consisting of property and equipment, net and operating lease right-of-use assets, by geographic area: As of January 31, 2026 2025 (dollars in millions) United States $ 73 $ 94 Rest of World 30 23 Total $ 103 $ 117 16. Business Combinations On September 4, 2025, the Company acquired all of the outstanding equity of Axiom Security Ltd (“Axiom”), a privately held company specializing in privileged access management solutions. The acquisition of Axiom is expected to broaden the Company’s privileged access management capabilities. The acquisition date fair value of purchase consideration of $ 54 million was paid in cash. The Axiom acquisition was accounted for as a business combination. The Company recorded $ 16 million for developed technology intangible assets with an estimated useful life of 3 years and preliminarily recorded $ 40 million of goodwill which is primarily attributed to the assembled workforce as well as the integration of Axiom’s technology and the Company’s technology. None of the goodwill is expected to be deductible for U.S. federal income tax purposes. The Company may continue to adjust the preliminary purchase price allocation after obtaining more information primarily relating to income based taxes and residual goodwill through the measurement period, no more than one year from the date of acquisition. This acquisition did not have a material impact on the Company’s consolidated financial statements; therefore, historical and pro forma disclosures have not been presented. 95 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.