Every material Form 8-K Okta filed with the SEC in 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 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.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Okta filing is on SEC EDGAR ↗. 8-K briefs of other companies →