Every material Form 8-K Okta has filed with the SEC since March 03, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Okta, Inc. appointed Helen Riley as an independent director effective September 18, 2026, and she joins the Audit Committee. Director Emilie Choi resigned from the Board effective September 14, 2026, and the filing says her departure was not due to any disagreement with the Company.
Helen Riley appointed as Class I director, serving until the 2027 Annual Meeting of Stockholders
Riley to receive $35,000 annual Board compensation and $13,000 for Audit Committee service, plus an initial grant of 2,907 restricted stock units vesting over three years
Emilie Choi resigned from the Board effective September 14, 2026; filing states no disagreement with the Company
Okta reported fiscal second-quarter 2027 results for the period ended July 31, 2026, with total revenue of $805 million, up 11% year-over-year, and GAAP net income of $116 million, up from $67 million. The company also updated its full-year fiscal 2027 revenue outlook to $3.216 billion to $3.226 billion, representing 10% to 11% growth, and gave third-quarter revenue guidance of $813 million to $817 million.
Q2 total revenue was $805 million, up 11%; subscription revenue was $793 million, up 12%.
GAAP diluted net income per share was $0.65, compared with $0.37 a year earlier; non-GAAP diluted EPS was $1.05, compared with $0.91.
Full-year fiscal 2027 revenue guidance is $3.216 billion to $3.226 billion; the company cites about a one-point headwind from shifting professional services to partners.
Cash cash equivalents and short-term investments were $2.299 billion at July 31, 2026, after $350 million was paid to settle the 2026 notes.
At its June 18, 2026 annual meeting, Okta's stockholders approved an amendment to the 2017 Equity Incentive Plan that removes the plan's termination date, its automatic annual share increase (evergreen provision), and liberal share recycling for stock options and stock appreciation rights. Stockholders also re-elected Anthony Bates and David Schellhase as Class III directors and ratified Ernst & Young LLP as auditor for the fiscal year ending January 31, 2027.
Stockholders approved the 2017 Equity Incentive Plan amendment: 144,073,135 for, 59,915,901 against, 124,413 abstain
Amendment removes the evergreen provision, which had provided for automatic annual increases to reserved Class A common stock shares
Anthony Bates and David Schellhase elected as Class III directors through the 2029 annual meeting; Ernst & Young LLP ratified as auditor
Advisory say-on-pay vote approved: 154,747,380 for, 49,257,140 against
Okta reported first-quarter fiscal 2027 results for the period ended April 30, 2026, with total revenue up 11% year-over-year to $765 million and GAAP diluted net income per share of $0.42, up from $0.35. The company set full-year fiscal 2027 revenue guidance of $3.185 billion to $3.205 billion, representing 9% to 10% growth, and reported $248 million in common stock repurchases in the quarter. Non-GAAP operating margin fell to 25% from 27% a year earlier.
Total revenue of $765 million, up 11% from $688 million a year earlier
GAAP diluted EPS of $0.42 vs. $0.35; non-GAAP diluted EPS of $0.91 vs. $0.86
Non-GAAP operating margin of 25% vs. 27% in the prior-year quarter
Full-year fiscal 2027 revenue guidance of $3.185 billion to $3.205 billion; Q2 revenue guidance of $790 million to $794 million
Okta said Chief Legal Officer and Corporate Secretary Larissa Schwartz intends to leave her role effective July 31, 2026. She will then serve as a senior advisor through January 31, 2027, under a transition and separation agreement dated April 21, 2026.
Departure from Chief Legal Officer and Corporate Secretary role effective July 31, 2026
Senior advisor role after that date, paid $21,483 per month, through January 31, 2027
Lump-sum severance equal to nine months of base salary, subject to a release of claims
Full agreement to be filed as an exhibit to the 10-Q for the quarter ending April 30, 2026
Okta director Jeff Epstein told the company on March 19, 2026 that he will resign from the Board of Directors, effective at the 2026 annual stockholder meeting currently planned for June 18, 2026. The filing says the departure is not the result of any disagreement with the company, and the board thanked him for his service.
Jeff Epstein notified Okta on March 19, 2026 of his board resignation.
Resignation takes effect at the 2026 annual meeting of stockholders, currently planned for June 18, 2026.
The filing states the departure is not due to any disagreement with the company.
Okta disclosed that director Michael Stankey resigned from its Board of Directors, with notice given on March 5, 2026. The company said the departure was not the result of any disagreement, and the Board thanked him for his service. The filing contains no financial results or guidance, so the event is administrative and has no stated financial impact.
Michael Stankey informed Okta of his board resignation on March 5, 2026.
The filing states the resignation is not the result of any disagreement with the company.
The 8-K was filed March 11, 2026 and was signed by Chief Legal Officer Larissa Schwartz.
Okta reported fourth-quarter fiscal 2026 revenue of $761 million, up 11% year over year, and GAAP diluted earnings of $0.35 per share versus $0.13 a year earlier. The company set fiscal 2027 revenue guidance of $3.170 billion to $3.190 billion, which represents 9% growth, below the 12% growth reported for fiscal 2026.
Q4 GAAP net income was $63 million, or $0.35 per diluted share, compared with $23 million, or $0.13, a year earlier
Q4 non-GAAP diluted net income per share was $0.90, compared with $0.78 a year earlier
Fiscal 2027 non-GAAP diluted EPS guidance is $3.74 to $3.82, based on a non-GAAP tax rate of 21%, down from 26%
Q1 fiscal 2027 total revenue guidance is $749 million to $753 million, representing 9% growth
Okta expanded its board from 10 to 11 directors and appointed Rob Bernshteyn and Paul Sagan as independent directors, effective December 19, 2025. The company also disclosed that director Mary Agnes (Maggie) Wilderotter resigned from the board on December 15, 2025, for reasons unforeseen at the time of her joining, and not due to any disagreement with the company.
Board expanded from 10 to 11 directors; Bernshteyn and Sagan appointed effective December 19, 2025
Bernshteyn joins the Audit and Cybersecurity Risk committees; Sagan joins the Compensation and Nominating committees
Each new director receives $35,000 in annual board compensation and an initial grant of 5,876 restricted stock units vesting over three years
Wilderotter stepped down from the board on December 15, 2025
Okta reported results for the fiscal third quarter ended October 31, 2025, with total revenue up 12% year-over-year to $742 million and GAAP net income of $43 million, compared with $16 million a year earlier. The company also issued fiscal 2026 full-year guidance calling for total revenue of $2.906 billion to $2.908 billion, which the filing describes as "now" expected, without stating prior figures for comparison.
Q3 total revenue $742 million, up 12% year-over-year; subscription revenue $724 million, up 11%
GAAP diluted net income per share $0.24, versus $0.00 a year earlier; non-GAAP diluted EPS $0.82, versus $0.67
Q4 fiscal 2026 revenue guidance of $748 million to $750 million; full-year non-GAAP diluted EPS guidance of $3.43 to $3.44
Free cash flow of $211 million in the quarter; cash and short-term investments of $2.463 billion at October 31, 2025
Okta reported fiscal second-quarter results for the period ended July 31, 2025, with total revenue up 13% year-over-year and GAAP net income of $67 million, compared with $29 million a year earlier. The company also gave fiscal 2026 revenue guidance of $2.875 billion to $2.885 billion and disclosed a proposed settlement of stockholder derivative lawsuits that received preliminary court approval on August 18, 2025.
Q2 total revenue was $728 million, up from $646 million; GAAP operating income was $41 million versus a loss of $19 million a year earlier.
GAAP diluted net income per share was $0.37, compared with $0.15; non-GAAP diluted net income per share was $0.91, compared with $0.72.
For the full fiscal 2026 year, Okta expects total revenue of $2.875 billion to $2.885 billion, representing 10% to 11% growth.
A court granted preliminary approval of the derivative litigation settlement on August 18, 2025; a final approval hearing is set for October 24, 2025.
Okta, Inc. expanded its board from eight to ten directors and appointed David Schellhase as an independent director and Mary Agnes (Maggie) Wilderotter as a non-independent director, both effective August 13, 2025. The filing describes board committee assignments and standard non-employee director pay, but no financial results or changes to executive roles.
Board size increased from eight to ten directors, effective August 13, 2025.
Schellhase joins as an independent Class III director, serving until the 2026 annual meeting, and joins the Compensation and Nominating and Corporate Governance Committees.
Wilderotter joins as a non-independent Class II director, serving until the 2028 annual meeting, and joins the Cybersecurity Risk and M&A Committees.
Each director will receive annual board compensation of $35,000 and an initial grant of 5,826 RSUs vesting annually over three years.
Director Benjamin Horowitz resigned from Okta's board, effective at the company's June 24, 2025 annual meeting, and the filing says the departure was not due to any disagreement with the company. The board reduced its size from nine to eight directors. At the meeting, stockholders elected Jeff Epstein and J. Frederic Kerrest as Class II directors, ratified Ernst & Young LLP as auditor, approved executive pay on an advisory basis, and backed annual pay votes, which the company plans to hold every year.
Benjamin Horowitz's resignation is effective at the June 24, 2025 annual meeting; the board shrinks from nine to eight directors.
Jeff Epstein received 145,204,230 votes for and 59,429,986 withheld; J. Frederic Kerrest received 200,104,430 for and 4,529,786 withheld.
Ernst & Young LLP was ratified for the fiscal year ending January 31, 2026, with 221,179,437 votes for and 2,681,904 against.
Stockholders preferred one-year intervals for future advisory pay votes (202,166,533 votes), and the company plans to hold them every year.
Okta reported results for the fiscal first quarter ended April 30, 2025, with total revenue of $688 million, up 12% year-over-year, and GAAP net income of $62 million, compared with a GAAP net loss of $40 million a year earlier. The company also gave fiscal 2026 full-year revenue guidance of $2.850 billion to $2.860 billion, representing 9% to 10% growth, and second-quarter revenue guidance of $710 million to $712 million.
Q1 fiscal 2026 GAAP diluted net income per share was $0.35, versus a loss of $0.24 a year earlier; non-GAAP diluted EPS was $0.86, versus $0.65.
Non-GAAP operating income was $184 million, or 27% of total revenue, versus $133 million, or 22%, a year earlier.
Operating cash flow was $241 million and free cash flow was $238 million for the quarter.
Full-year fiscal 2026 non-GAAP operating income is expected at $710 million to $720 million, a 25% margin.
Okta reported fourth-quarter and full fiscal 2025 results for the period ended January 31, 2025, with revenue up 13% and a GAAP net profit in the quarter after a loss a year earlier. The company guided fiscal 2026 total revenue to $2.850 billion to $2.860 billion, or 9% to 10% growth, which is slower than the 15% full-year growth it reported for fiscal 2025.
Q4 fiscal 2025 total revenue was $682 million, up 13% year-over-year; subscription revenue was $670 million.
GAAP net income was $23 million, or $0.13 per diluted share, versus a GAAP net loss of $44 million a year earlier.
Non-GAAP diluted net income per share was $0.78, compared with $0.63 in the prior-year quarter.
For fiscal 2026, the company expects total revenue of $2.850 billion to $2.860 billion and non-GAAP diluted EPS of $3.15 to $3.20.
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
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