10-K – 2026-03-05 – okta-20260131.htm

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.

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