Okta, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, our management concluded that, as of January 31, 2026, our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act. Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“2013 framework”). Our internal control over financial reporting includes policies and procedures that provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of January 31, 2026. Our independent registered public accounting firm, Ernst & Young LLP, has issued an audit report with respect to our internal control over financial reporting, which appears in Part II, Item 8 of this Annual Report on Form 10-K, and is incorporated herein by reference. Changes in Internal Control over Financial Reporting There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended January 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations on Effectiveness of Controls In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. 96 Item 9B. Other Information Rule 10b5-1 Trading Arrangements During the quarter ended January 31, 2026, the following directors and officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted Rule 10b5-1 trading arrangements that are intended to satisfy the affirmative defense of Rule 10b5-1 of the Exchange Act (each, a “10b5-1 Plan”). Name and Title Adoption Date Expiration Date Aggregate Shares to be Sold (#) Aggregate Purchase Price Shellye Archambeau Director December 12, 2025 Earlier of when all shares are sold and September 13, 2026 Up to 2,500 N/A Jon Addison Chief Revenue Officer December 24, 2025 Earlier of when all shares are sold and June 26, 2026 Indeterminable (1) N/A Michael Stankey Director January 7, 2026 Earlier of when all shares are sold and December 13, 2026 Up to 190,000 N/A Brett Tighe Chief Financial Officer January 13, 2026 Earlier of when all shares are sold and July 13, 2026 Up to 65,000 N/A David Schellhase Director January 15, 2026 Earlier of when all shares are purchased and July 15, 2026 N/A Up to $ 250,000 of shares (1) Mr. Addison’s 10b5-1 Plan provides for the sale of up to 13,205 shares of our Class A common stock, plus an indeterminable number of shares to be acquired upon the future vesting of RSUs. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not Applicable. 97 Part III Item 10. Directors, Executive Officers and Corporate Governance The information required by this item is incorporated by reference to our Proxy Statement relating to our 2026 Annual Meeting of Stockholders. The Proxy Statement will be filed with the SEC within 120 days of the fiscal year ended January 31, 2026. Code of Conduct Our board of directors has adopted a code of conduct that applies to all of our employees, officers and directors. The full text of our code of conduct is available on our investor relations website at investor.okta.com under “Responsibility and Governance.” We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendments to, or waiver from, a provision of our code of conduct by posting such information on the website address and location specified above. Item 11. Executive Compensation The information required by this item is incorporated by reference to our Proxy Statement relating to our 2026 Annual Meeting of Stockholders. The Proxy Statement will be filed with the SEC within 120 days of the fiscal year ended January 31, 2026. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item is incorporated by reference to our Proxy Statement relating to our 2026 Annual Meeting of Stockholders. The Proxy Statement will be filed with the SEC within 120 days of the fiscal year ended January 31, 2026. Item 13. Certain Relationships and Related Party Transactions, and Director Independence The information required by this item is incorporated by reference to our Proxy Statement relating to our 2026 Annual Meeting of Stockholders. The Proxy Statement will be filed with the SEC within 120 days of the fiscal year ended January 31, 2026. Item 14. Principal Accountant Fees and Services The information required by this item is incorporated by reference to our Proxy Statement relating to our 2026 Annual Meeting of Stockholders. The Proxy Statement will be filed with the SEC within 120 days of the fiscal year ended January 31, 2026. Part IV Item 15. Exhibits and Financial Statement Schedules (a) The following documents are filed as part of this report: 1. Financial Statements See Index to Financial Statements under Part II, Item 8 of this Annual Report on Form 10-K. 2. Financial Statement Schedules Schedules not listed above have been omitted because they are not required, not applicable, or the required information is otherwise included. 3. Exhibits See the Exhibit Index immediately following the signature page of this Annual Report on Form 10-K. Item 16. Form 10-K Summary None. 98 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. OKTA, INC. March 5, 2026 /s/ Brett Tighe Brett Tighe Chief Financial Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Todd McKinnon and Brett Tighe, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with Exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or substitute or substitutes may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: Signature Title Date /s/ Todd McKinnon Todd McKinnon Chief Executive Officer and Director (Principal Executive Officer) March 5, 2026 /s/ Brett Tighe Brett Tighe Chief Financial Officer (Principal Financial Officer) March 5, 2026 /s/ Shibu Ninan Shibu Ninan Chief Accounting Officer (Principal Accounting Officer) March 5, 2026 /s/ Shellye Archambeau Shellye Archambeau Director March 5, 2026 /s/ Anthony Bates Anthony Bates Director March 5, 2026 /s/ Rob Bernshteyn Rob Bernshteyn Director March 5, 2026 /s/ Emilie Choi Emilie Choi Director March 5, 2026 /s/ Robert L. Dixon, Jr. Robert L. Dixon, Jr. Director March 5, 2026 /s/ Jeff Epstein Jeff Epstein Director March 5, 2026 /s/ J. Frederic Kerrest J. Frederic Kerrest Director March 5, 2026 /s/ Paul Sagan Paul Sagan Director March 5, 2026 /s/ David Schellhase David Schellhase Director March 5, 2026 /s/ Michael Stankey Michael Stankey Director March 5, 2026 99 EXHIBIT INDEX Exhibit Number Exhibit Description Incorporated by Reference from Form 3.1 Amended and Restated Certificate of Incorporation. Exhibit 3.2 to Form S-1 filed on March 13, 2017 3.2 Amended and Restated Bylaws, as adopted on June 20, 2024. Exhibit 3.1 to Form 8-K filed on June 24, 2024 4.1 Form of Class A Common Stock Certificate. Exhibit 4.1 to Form S-1 filed on March 13, 2017 4.2 Indenture, dated as of June 12, 2020, between Okta, Inc. and Wilmington Trust, National Association, as trustee. Exhibit 4.1 to Form 8-K filed on June 15, 2020 4.3 Form of 0.375% Convertible Senior Notes due 2026. Exhibit 4.1 to Form 8-K filed on June 15, 2020 4.4 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. Exhibit 4.6 to Form 10-K filed on March 6, 2020 10.1# Form of Indemnification Agreement between the Registrant and each of its directors and executive officers. Exhibit 10.1 to Form S-1 filed on March 13, 2017 10.2# Amended and Restated 2009 Stock Plan, as amended, and forms of agreements thereunder. Exhibit 10.2 to Form S-1 filed on March 13, 2017 10.3# 2017 Equity Incentive Plan, and forms of agreements thereunder. Exhibit 10.3 to Form S-1A filed on March 27, 2017 10.4# 2017 Employee Stock Purchase Plan. Exhibit 10.4 to Form S-1A filed on March 27, 2017 10.5# Amended and Restated Senior Executive Incentive Bonus Plan . Exhibit 99.2 to Form 8-K filed on March 7, 2019 10.6# Executive Severance Plan. Exhibit 10.8 to Form S-1 filed on March 13, 2017 10.7# Amended and Restated Outside Director Compensation Policy, effective as of April 24, 2024. Exhibit 10.1 to Form 10-Q filed on August 29, 2024 10.8# Form of Offer Letter between the Registrant and each of its executive officers. Exhibit 10.10 to Form S-1 filed on March 13, 2017 10.9# Auth0, Inc. 2014 Equity Incentive Plan. Exhibit 99.1 to Form S-8 filed on May 10, 2021 10.10# Auth0, Inc. Phantom Unit Plan. Exhibit 99.2 to Form S-8 filed on May 10, 2021 10.11 Office Lease Agreement dated December 2, 2017 between the Registrant and KR 100 First Street Owner, LLC. Exhibit 10.1 to Form 8-K filed on December 6, 2017 10.11.1 Amendment dated August 29, 2019 to Office Lease Agreement dated December 2, 2017 between the Registrant and KR 100 First Street Owner, LLC. Exhibit 10.2 to Form 10-Q filed on December 6, 2019 100 Exhibit Number Exhibit Description Incorporated by Reference from Form 10.11.2 Second Amendment dated October 14, 2020 to Office Lease Agreement dated December 2, 2017 between the Registrant and KR 100 First Street Owner, LLC. Exhibit 10.9.2 to Form 10-K filed on March 4, 2021 10.11.3 Third Amendment dated August 17, 2021 to Office Lease Agreement dated December 2, 2017 between the Registrant and KR 100 First Street Owner, LLC. Exhibit 10.1 to Form 10-Q filed on December 2, 2021 10.12 Form of Capped Call Transaction Confirmation. Exhibit 10.1 to Form 8-K filed on September 10, 2019 10.13 Form of Capped Call Transaction Confirmation. Exhibit 10.1 to Form 8-K filed on June 15, 2020 10.14# Okta Fiscal Year 202 6 Sales Incentive Compensation Plan Terms and Conditions. Exhibit 10.1 to Form 10-Q filed on May 27, 2025 19.1 Insider Trading Policy. Filed herewith 21.1 Subsidiaries of the Registrant. Filed herewith 23.1 Consent of Independent Registered Public Accounting Firm. Filed herewith 31.1 Certification of the Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith 31.2 Certification of the Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith 32.1* Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith 97.1# Policy Relating to Recovery of Erroneously Awarded Compensation. Exhibit 97.1 to Form 10-K filed on March 1, 2024 101.INS XBRL Instance Document Filed herewith 101.SCH XBRL Taxonomy Extension Schema Document Filed herewith 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith 101.DEF XBRL Taxonomy Extension Definition Linkbase Document Filed herewith 101.LAB XBRL Taxonomy Extension Label Linkbase Document Filed herewith 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith 104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*) Filed herewith * The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference. # Indicates management contract or compensatory plan, contract or agreement. 101