OKTA 10-Q report for 2025-10-31

Okta, Inc.

OKTA 10-Q report for 2025-10-31 okta-20251031 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _____________________________________  FORM 10-Q _____________________________________  (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38044 _____________________________________  Okta, Inc. (Exact Name of Registrant as Specified in its Charter) _____________________________________  Delaware 100 First Street, Suite 600 26-4175727 (State or Other Jurisdiction of Incorporation or Organization) San Francisco (I.R.S. Employer Identification Number) California 94105 (Address of Principal Executive Offices) Registrant’s telephone number, including area code: ( 888 ) 722-7871 ___________________________________________________ Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A common stock, par value $0.0001 per share OKTA The Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files) Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer  ☐ Non-accelerated filer  ☐ Smaller reporting company  ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of November 28, 2025, the number of shares of registrant’s Class A common stock outstanding was 169,459,250 and the number of shares of the registrant’s Class B common stock outstanding was 7,770,971 . Okta, Inc. Table of Contents Page No. PART I. FINANCIAL INFORMATION Item 1. Financial Statements (unaudited) 4 Condensed Consolidated Balance Sheets as of October 31, 2025 and January 31, 2025 4 Condensed Consolidated Statements of Operations for the Three and Nine Months Ended October 31, 2025 and 2024 5 Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended October 31, 2025 and 2024 6 Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended October 31, 2025 and 2024 7 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended October 31, 2025 and 2024 9 Notes to Condensed Consolidated Financial Statements 10 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 19 Item 3. Quantitative and Qualitative Disclosures about Market Risk 33 Item 4. Controls and Procedures 34 PART II. OTHER INFORMATION Item 1. Legal Proceedings 35 Item 1A. Risk Factors 35 Item 5. Other Information 61 Item 6. Exhibits 61 Signatures 63 FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,” “shall” and similar expressions are intended to identify these forward-looking statements. These statements include, but are not limited to, statements about: our future financial performance, including our revenue, costs of revenue, gross profits, margins and operating expenses; the impact of general economic, business and market conditions, including geopolitical events, economic downturns or recessions, market volatility, inflation and interest rates and foreign currency fluctuations; trends in our key business metrics; our growth strategy and ability to compete; the sufficiency of our cash and Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 19 Item 3. Quantitative and Qualitative Disclosures about Market Risk 33 Item 4. Controls and Procedures 34 PART II. OTHER INFORMATION Item 1. Legal Proceedings 35 Item 1A. Risk Factors 35 Item 5. Other Information 61 Item 6. Exhibits 61 Signatures 63 FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,” “shall” and similar expressions are intended to identify these forward-looking statements. These statements include, but are not limited to, statements about: our future financial performance, including our revenue, costs of revenue, gross profits, margins and operating expenses; the impact of general economic, business and market conditions, including geopolitical events, economic downturns or recessions, market volatility, inflation and interest rates and foreign currency fluctuations; trends in our key business metrics; our growth strategy and ability to compete; the sufficiency of our cash and cash equivalents, investments and cash provided by sales of our solutions to meet our liquidity needs; potential impacts of cybersecurity incidents to our reputation, customer relations and financial results; our ability to detect, minimize or prevent security breaches to our internal systems and our platforms; our ability to maintain the security and service performance of our and our third-party service providers’ systems or data or our customers’ data; our ability to retain and sell additional solutions to existing customers; our ability to successfully expand our existing marketing and sales capabilities, including further specializing our go-to-market organization; our ability to effectively sustain or manage our revenue growth and profitability; our ability to expand our product sales by promoting our brand and engaging channel partners; our ability to partner with third-party software vendors and system integrators; the ability of our solutions to effectively integrate with third-party systems and technologies; our ability to adequately fund research and development, and introduce new solutions, enhance existing solutions and address new use cases; our ability to expand our international business operations and product sales; our ability to maintain and protect our proprietary rights and intellectual property; our ability to comply with modified or new laws, regulations and industry standards; our intent to pay off our convertible senior notes at maturity; the attraction and retention of qualified employees and key personnel; the impact of recent accounting pronouncements on our financial statements; our ability to successfully defend litigation or other claims brought against us; and our ability to successfully identify, integrate and/or realize the benefits of strategic acquisitions or investments. These forward-looking statements are made as of the date they were first issued and are based on current expectations and assumptions that are subject to a number of risks and uncertainties, which could cause our actual results to differ materially from those anticipated or implied by any forward-looking statements. Factors that could cause or contribute to such differences include, but not limited to, those discussed in “Risk Factors” in this Quarterly Report on Form 10-Q as well as other documents that may be filed by us from time to time with the Securities and Exchange Commission. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. PART I Item 1. Financial Statements OKTA, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (dollars in millions, shares in thousands, except per share data) October 31, 2025 January 31, 2025 (unaudited) Assets Current assets: Cash and cash equivalents $ 645 $ 409 Short-term investments 1,818 2,114 Accounts receivable, net of allowances of $ 6 and $ 4 , respectively 463 621 Deferred commissions 155 140 Prepaid expenses and other current assets 120 132 Total current assets 3,201 3,416 Property and equipment, net 40 43 Operating lease right-of-use assets 64 74 Deferred commissions, noncurrent 280 267 Intangible assets, net 106 138 Goodwill 5,487 5,448 Other assets 51 51 Total assets $ 9,229 $ 9,437 Liabilities and stockholders' equity Current liabilities: Accounts payable $ 13 $ 13 Accrued expenses and other current liabilities 91 103 Accrued compensation 173 207 Convertible senior notes, net 350 509 Deferred revenue 1,557 1,691 Total current liabilities 2,184 2,523 Convertible senior notes, net, noncurrent — 349 Operating lease liabilities, noncurrent 73 94 Deferred revenue, noncurrent 29 27 Other liabilities, noncurrent 50 39 Total liabilities 2,336 3,032 Commitments and contingencies (Note 7) Stockholders’ equity: Preferred stock, par value $ 0.0001 per share; 100,000 shares authorized; no shares issued and outstanding as of October 31, 2025 and January 31, 2025 — — Class A common stock, par value $ 0.0001 per share; 1,000,000 shares authorized; 169,457 and 165,650 shares issued and outstanding as of October 31, 2025 and January 31, 2025, respectively — — Class B common stock, par value $ 0.0001 per share; 120,000 shares authorized; 7,771 and 7,809 shares issued and outstanding as of October 31, 2025 and January 31, 2025, respectively — — Additional paid-in capital 9,519 9,219 Accumulated other comprehensive income (loss) 4 ( 12 ) Accumulated deficit ( 2,630 ) ( 2,802 ) Total stockholders’ equity 6,893 6,405 Total liabilities and stockholders' equity $ 9,229 $ 9,437 See Notes to Condensed Consolidated Financial Statements. 4 OKTA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (dollars in millions, shares in thousands, except per share data) (unaudited) Three Months Ended October 31, Nine Months Ended October 31, 2025 2024 2025 2024 Revenue: Subscription $ 724 $ 651 $ 2,108 $ 1,886 Professional services and other 18 14 50 42 Total revenue 742 665 2,158 1,928 Cost of revenue: Subscription 147 140 430 407 Professional services and other 23 17 63 53 Total cost of revenue 170 157 493 460 Gross profit 572 508 1,665 1,468 Operating expenses: Research and development 160 158 474 485 Sales and marketing 271 256 754 730 General and administrative 118 110 334 335 Total operating expenses 549 524 1,562 1,550 Operating income (loss) 23 ( 16 ) 103 ( 82 ) Interest expense ( 1 ) ( 1 ) ( 3 ) ( 4 ) Interest income and other, net 28 26 85 82 Gain on early extinguishment of debt — 16 — 19 Interest and other, net 27 41 82 97 Income before provision for income taxes 50 25 185 15 Provision for income taxes 7 9 13 10 Net income $ 43 $ 16 $ 172 $ 5 Net income per share, basic $ 0.24 $ 0.09 $ 0.98 $ 0.03 Net income (loss) per share, diluted $ 0.24 $ 0.00 $ 0.96 $ ( 0.08 ) Weighted-average shares used to compute net income per share, basic 176,524 170,217 175,399 168,775 Weighted-average shares used to compute net income (loss) per share, diluted 178,402 170,673 179,393 169,768 See Notes to Condensed Consolidated Financial Statements. 5 OKTA, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in millions) (unaudited) Three Months Ended October 31, Nine Months Ended October 31, 2025 2024 2025 2024 Net income $ 43 $ 16 $ 172 $ 5 Other comprehensive income: Net change in unrealized gains or losses on available-for-sale securities 2 2 — 1 Foreign currency translation adjustments 1 2 16 2 Other comprehensive income 3 4 16 3 Comprehensive income $ 46 $ 20 $ 188 $ 8 See Notes to Condensed Consolidated Financial Statements. 6 OKTA, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (dollars in millions, shares in thousands) (unaudited) Three and Nine Months Ended October 31, 2025 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, 2025 165,650 — 7,809 — $ 9,219 $ ( 12 ) $ ( 2,802 ) $ 6,405 Issuance of common stock 1,446 —  166 —  9 —  —  9 Taxes withheld related to net share settlement of equity awards —  —  —  —  ( 54 ) —  —  ( 54 ) Conversion of Class B common stock to Class A common stock 65 —  ( 65 ) —  —  —  —  —  Stock-based compensation —  —  —  —  128 —  —  128 Other comprehensive income —  —  —  —  —  17 —  17 Net income —  —  —  —  —  —  62 62 Balances as of April 30, 2025 167,161 — 7,910 — $ 9,302 $ 5 $ ( 2,740 ) $ 6,567 Issuance of common stock 1,146 —  47 —  24 —  —  24 Taxes withheld related to net share settlement of equity awards —  —  —  —  ( 49 ) —  —  ( 49 ) Conversion of Class B common stock to Class A common stock 130 —  ( 130 ) —  —  —  —  —  Settlement of capped calls related to convertible senior notes —  —  —  —  2 —  —  2 Stock-based compensation —  —  —  —  147 —  —  147 Other comprehensive loss —  —  —  —  —  ( 4 ) —  ( 4 ) Net income —  —  —  —  —  —  67 67 Balances as of July 31, 2025 168,437 — 7,827 — $ 9,426 $ 1 $ ( 2,673 ) $ 6,754 Issuance of common stock 947 —  17 —  1 —  —  1 Taxes withheld related to net share settlement of equity awards —  —  —  —  ( 46 ) —  —  ( 46 ) Conversion of Class B common stock to Class A common stock 73 —  ( 73 ) —  —  —  —  —  Stock-based compensation —  —  —  —  138 —  —  138 Other comprehensive income —  —  —  —  —  3 —  3 Net income —  —  —  —  —  —  43 43 Balances as of October 31, 2025 169,457 — 7,771 — $ 9,519 $ 4 $ ( 2,630 ) $ 6,893 7 Three and Nine Months Ended October 31, 2024 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, 2024 159,835 — 7,291 — $ 8,724 $ ( 6 ) $ ( 2,830 ) $ 5,888 Issuance of common stock 1,077 —  —  —  6 —  —  6 Taxes withheld related to net share settlement of equity awards —  —  —  —  ( 42 ) —  —  ( 42 ) Stock-based compensation —  —  —  —  152 —  —  152 Other comprehensive loss —  —  —  —  —  ( 11 ) —  ( 11 ) Net loss —  —  —  —  —  —  ( 40 ) ( 40 ) Balances as of April 30, 2024 160,912 — 7,291 — $ 8,840 $ ( 17 ) $ ( 2,870 ) $ 5,953 Issuance of common stock 1,470 —  172 —  31 —  —  31 Taxes withheld related to net share settlement of equity awards —  —  —  —  ( 40 ) —  —  ( 40 ) Conversion of Class B common stock to Class A common stock 15 —  ( 15 ) —  —  —  —  —  Stock-based compensation —  —  —  —  150 —  —  150 Other comprehensive income —  —  —  —  —  10 —  10 Net income —  —  —  —  —  —  29 29 Balances as of July 31, 2024 162,397 — 7,448 — $ 8,981 $ ( 7 ) $ ( 2,841 ) $ 6,133 Issuance of common stock 1,205 —  302 —  9 —  —  9 Taxes withheld related to net share settlement of equity awards —  —  —  —  ( 32 ) —  —  ( 32 ) Stock-based compensation —  —  —  —  135 —  —  135 Other comprehensive income —  —  —  —  —  4 —  4 Net income —  —  —  —  —  —  16 16 Balances as of October 31, 2024 163,602 — 7,750 — $ 9,093 $ ( 3 ) $ ( 2,825 ) $ 6,265 See Notes to Condensed Consolidated Financial Statements. 8 OKTA, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) (unaudited) Nine Months Ended October 31, 2025 2024 Cash flows from operating activities: Net income $ 172 $ 5 Adjustments to reconcile net income to net cash provided by operating activities: Stock-based compensation 410 434 Depreciation and amortization 72 73 Amortization of deferred commissions 117 95 Deferred income taxes 7 ( 2 ) Gain on early extinguishment of debt — ( 19 ) Other, net 3 ( 1 ) Changes in operating assets and liabilities: Accounts receivable 154 94 Deferred commissions ( 138 ) ( 97 ) Prepaid expenses and other assets 17 ( 60 ) Operating lease right-of-use assets 14 16 Accounts payable ( 1 ) ( 1 ) Accrued compensation ( 38 ) ( 21 ) Accrued expenses and other liabilities ( 9 ) 44 Operating lease liabilities ( 22 ) ( 26 ) Deferred revenue ( 132 ) ( 70 ) Net cash provided by operating activities 626 464 Cash flows from investing activities: Capitalized software ( 8 ) ( 11 ) Purchases of property and equipment ( 7 ) ( 7 ) Purchases of securities available-for-sale and other ( 1,056 ) ( 1,253 ) Proceeds from maturities and redemption of securities available-for-sale 1,347 1,187 Proceeds from sales of securities available-for-sale and other 3 3 Payments for business acquisitions, net of cash acquired ( 56 ) ( 56 ) Net cash provided by (used in) investing activities 223 ( 137 ) Cash flows from financing activities: Payments upon maturity and repurchases of convertible senior notes ( 510 ) ( 280 ) Taxes paid related to net share settlement of equity awards ( 148 ) ( 113 ) Proceeds from settlement of capped calls related to convertible senior notes 2 — Proceeds from stock option exercises 11 17 Proceeds from shares issued in connection with employee stock purchase plan 23 24 Net cash used in financing activities ( 622 ) ( 352 ) Effects of changes in foreign currency exchange rates on cash, cash equivalents and restricted cash 9 1 Net increase (decrease) in cash, cash equivalents and restricted cash 236 ( 24 ) Cash, cash equivalents and restricted cash at beginning of period 415 342 Cash, cash equivalents and restricte Item 1A. Risk Factors 35 Item 5. Other Information 61 Item 6. Exhibits 61 Signatures 63 FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,” “shall” and similar expressions are intended to identify these forward-looking statements. These statements include, but are not limited to, statements about: our future financial performance, including our revenue, costs of revenue, gross profits, margins and operating expenses; the impact of general economic, business and market conditions, including geopolitical events, economic downturns or recessions, market volatility, inflation and interest rates and foreign currency fluctuations; trends in our key business metrics; our growth strategy and ability to compete; the sufficiency of our cash and cash equivalents, investments and cash provided by sales of our solutions to meet our liquidity needs; potential impacts of cybersecurity incidents to our reputation, customer relations and financial results; our ability to detect, minimize or prevent security breaches to our internal systems and our platforms; our ability to maintain the security and service performance of our and our third-party service providers’ systems or data or our customers’ data; our ability to retain and sell additional solutions to existing customers; our ability to successfully expand our existing marketing and sales capabilities, including further specializing our go-to-market organization; our ability to effectively sustain or manage our revenue growth and profitability; our ability to expand our product sales by promoting our brand and engaging channel partners; our ability to partner with third-party software vendors and system integrators; the ability of our solutions to effectively integrate with third-party systems and technologies; our ability to adequately fund research and development, and introduce new solutions, enhance existing solutions and address new use cases; our ability to expand our international business operations and product sales; our ability to maintain and protect our proprietary rights and intellectual property; our ability to comply with modified or new laws, regulations and industry standards; our intent to pay off our convertible senior notes at maturity; the attraction and retention of qualified employees and key personnel; the impact of recent accounting pronouncements on our financial statements; our ability to successfully defend litigation or other claims brought against us; and our ability to successfully identify, integrate and/or realize the benefits of strategic acquisitions or investments. These forward-looking statements are made as of the date they were first issued and are based on current expectations and assumptions that are subject to a number of risks and uncertainties, which could cause our actual results to differ materially from those anticipated or implied by any forward-looking statements. Factors that could cause or contribute to such differences include, but not limited to, those discussed in “Risk Factors” in this Quarterly Report on Form 10-Q as well as other documents that may be filed by us from time to time with the Securities and Exchange Commission. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. PART I Item 1. Financial Statements OKTA, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (dollars in millions, shares in thousands, except per share data) October 31, 2025 January 31, 2025 (unaudited) Assets Current assets: Cash and cash equivalents $ 645 $ 409 Short-term investments 1,818 2,114 Accounts receivable, net of allowances of $ 6 and $ 4 , respectively 463 621 Deferred commissions 155 140 Prepaid expenses and other current assets 120 132 Total current assets 3,201 3,416 Property and equipment, net 40 43 Operating lease right-of-use assets 64 74 Deferred commissions, noncurrent 280 267 Intangible assets, net 106 138 Goodwill 5,487 5,448 Other assets 51 51 Total assets $ 9,229 $ 9,437 Liabilities and stockholders' equity Current liabilities: Accounts payable $ 13 $ 13 Accrued expenses and other current liabilities 91 103 Accrued compensation 173 207 Convertible senior notes, net 350 509 Deferred revenue 1,557 1,691 Total current liabilities 2,184 2,523 Convertible senior notes, net, noncurrent — 349 Operating lease liabilities, noncurrent 73 94 Deferred revenue, noncurrent 29 27 Other liabilities, noncurrent 50 39 Total liabilities 2,336 3,032 Commitments and contingencies (Note 7) Stockholders’ equity: Preferred stock, par value $ 0.0001 per share; 100,000 shares authorized; no shares issued and outstanding as of October 31, 2025 and January 31, 2025 — — Class A common stock, par value $ 0.0001 per share; 1,000,000 shares authorized; 169,457 and 165,650 shares issued and outstanding as of October 31, 2025 and January 31, 2025, respectively — — Class B common stock, par value $ 0.0001 per share; 120,000 shares authorized; 7,771 and 7,809 shares issued and outstanding as of October 31, 2025 and January 31, 2025, respectively — — Additional paid-in capital 9,519 9,219 Accumulated other comprehensive income (loss) 4 ( 12 ) Accumulated deficit ( 2,630 ) ( 2,802 ) Total stockholders’ equity 6,893 6,405 Total liabilities and stockholders' equity $ 9,229 $ 9,437 See Notes to Condensed Consolidated Financial Statements. 4 OKTA, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (dollars in millions, shares in thousands, except per share data) (unaudited) Three Months Ended October 31, Nine Months Ended October 31, 2025 2024 2025 2024 Revenue: Subscription $ 724 $ 651 $ 2,108 $ 1,886 Professional services and other 18 14 50 42 Total revenue 742 665 2,158 1,928 Cost of revenue: Subscription 147 140 430 407 Professional services and other 23 17 63 53 Total cost of revenue 170 157 493 460 Gross profit 572 508 1,665 1,468 Operating expenses: Research and development 160 158 474 485 Sales and marketing 271 256 754 730 General and administrative 118 110 334 335 Total operating expenses 549 524 1,562 1,550 Operating income (loss) 23 ( 16 ) 103 ( 82 ) Interest expense ( 1 ) ( 1 ) ( 3 ) ( 4 ) Interest income and other, net 28 26 85 82 Gain on early extinguishment of debt — 16 — 19 Interest and other, net 27 41 82 97 Income before provision for income taxes 50 25 185 15 Provision for income taxes 7 9 13 10 Net income $ 43 $ 16 $ 172 $ 5 Net income per share, basic $ 0.24 $ 0.09 $ 0.98 $ 0.03 Net income (loss) per share, diluted $ 0.24 $ 0.00 $ 0.96 $ ( 0.08 ) Weighted-average shares used to compute net income per share, basic 176,524 170,217 175,399 168,775 Weighted-average shares used to compute net income (loss) per share, diluted 178,402 170,673 179,393 169,768 See Notes to Condensed Consolidated Financial Statements. 5 OKTA, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in millions) (unaudited) Three Months Ended October 31, Nine Months Ended October 31, 2025 2024 2025 2024 Net income $ 43 $ 16 $ 172 $ 5 Other comprehensive income: Net change in unrealized gains or losses on available-for-sale securities 2 2 — 1 Foreign currency translation adjustments 1 2 16 2 Other comprehensive income 3 4 16 3 Comprehensive income $ 46 $ 20 $ 188 $ 8 See Notes to Condensed Consolidated Financial Statements. 6 OKTA, INC. CONDENSED CONSOLIDATED Results of Operations 19 Item 3. Quantitative and Qualitative Disclosures about Market Risk 33 Item 4. Controls and Procedures 34 PART II. OTHER INFORMATION Item 1. Legal Proceedings 35 Item 1A. Risk Factors 35 Item 5. Other Information 61 Item 6. Exhibits 61 Signatures 63 FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,” “shall” and similar expressions are intended to identify these forward-looking statements. These statements include, but are not limited to, statements about: our future financial performance, including our revenue, costs of revenue, gross profits, margins and operating expenses; the impact of general economic, business and market conditions, including geopolitical events, economic downturns or recessions, market volatility, inflation and interest rates and foreign currency fluctuations; trends in our key business metrics; our growth strategy and ability to compete; the sufficiency of our cash and cash equivalents, investments and cash provided by sales of our solutions to meet our liquidity needs; potential impacts of cybersecurity incidents to our reputation, customer relations and financial results; our ability to detect, minimize or prevent security breaches to our internal systems and our platforms; our ability to maintain the security and service performance of our and our third-party service providers’ systems or data or our customers’ data; our ability to retain and sell additional solutions to existing customers; our ability to successfully expand our existing marketing and sales capabilities, including further specializing our go-to-market organization; our ability to effectively sustain or manage our revenue growth and profitability; our ability to expand our product sales by promoting our brand and engaging channel partners; our ability to partner with third-party software vendors and system integrators; the ability of our solutions to effectively integrate with third-party systems and technologies; our ability to adequately fund research and development, and introduce new solutions, enhance existing solutions and address new use cases; our ability to expand our international business operations and product sales; our ability to maintain and protect our proprietary rights and intellectual property; our ability to comply with modified or new laws, regulations and industry standards; our intent to pay off our convertible senior notes at maturity; the attraction and retention of qualified employees and key personnel; the impact of recent accounting pronouncements on our financial statements; our ability to successfully defend litigation or other claims brought against us; and our ability to successfully identify, integrate and/or realize the benefits of strategic acquisitions or investments. These forward-looking statements are made as of the date they were first issued and are based on current expectations and assumptions that are subject to a number of risks and uncertainties, which could cause our actual results to differ materially from those anticipated or implied by any forward-looking statements. Factors that could cause or contribute to such differences include, but not limited to, those discussed in “Risk Factors” in this Quarterly Report on Form 10-Q as well as other documents that may be filed by us from time to time with the Securities and Exchange Commission. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. PART I Item 1. Financial Statements OKTA, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (dollars in millions, shares in thousands, except per share data) October 31, 2025 January 31, 2025 (unaudited) Assets Current assets: Cash and cash equivalents $ 645 $ 409 Short-term investments 1,818 2,114 Accounts receivable, net of allowances of $ 6 and $ 4 , respectively 463 621 Deferred commissions 155 140 Prepaid expenses and other current assets 120 132 Total current assets 3,201 3,416 Property and equipment, net 40 43 Operating lease right-of-use assets 64 74 Deferred commissions, noncurrent 280 267 Intangible assets, net 106 138 Goodwill 5,487 5,448 Other assets 51 51 Total assets $ 9,229 $ 9,437 Liabilities and stockholders' equity Current liabilities: Accounts payable $ 13 $ 13 Accrued expenses and other current liabilities 91 103 Accrued compensation 173 207 Convertible senior notes, net 350 509 Deferred revenue 1,557 1,691 Total current liabilities 2,184 2,523 Convertibl

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