(Mark One) Okta, Inc. (Exact Name of Registrant as Specified in its Charter) 26-4175727(I.R.S. EmployerIdentification Number) (State or Other Jurisdiction ofIncorporation or Organization) Registrant’s telephone number, including area code: (888)722-7871___________________________________________________ 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 1934during 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 filingrequirements 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 ofRegulation 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 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” inRule 12b-2 of the Exchange Act. Large accelerated filerNon-acceleratedfiler 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 newor revised financial accounting standards provided pursuant to Section13(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 May22, 2025, the number of shares of registrant’s Class A common stock outstanding was167,163,429and the number of shares of theregistrant’s Class B common stock outstanding was7,909,862. PART I. FINANCIAL INFORMATION 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 similarexpressions 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 andoperating expenses; the impact of general economic, business and market conditions, including geopolitical events, economicdownturns or recessions, market volatility, inflation and interest rates and foreign currency fluctuations; trends in our keybusiness metrics; our growth strategy and ability to compete; the sufficiency of our cash and cash equivalents, investments andcash 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 andour platforms; our ability to maintain the security and service performance of our and our third-party service providers’ systemsor data or our customers’ data; our ability to retain and sell additional solutions to existing customers; our ability to successfullyexpand our existing marketing and sales capabilities, including further specializing our go-to-market organization; our ability toeffectively sustain or manage our revenue growth and profitability; our ability to expand our product sales by promoting ourbrand and engaging channel partners; our ability to partner with third-party software vendors and system integrators; the ability OKTA,INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 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 Platformenable customers to securely connect the right people to the right technologies and services at the right time. Employees andcontractors sign into the Okta Platform to seamlessly and securely access the applications they need to do their most importantwork with more modern and secure experiences in the cloud and via mobile devices. Developers leverage the Okta Platform Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements, which include the accounts of the Companyand its wholly owned subsidiaries, have been prepared in conformity with accounting principles generally accepted in the United The condensed consolidated balance sheet as of January31, 2025, included herein, was derived from the auditedfinancial statements as of that date. In the