Welcome to our dedicated page for Okta SEC filings (Ticker: OKTA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Okta, Inc. filings document the regulatory record of a Nasdaq-listed identity software company with Class A common stock and a dual-class voting structure referenced in annual meeting materials. Form 8-K disclosures cover operating results, supplemental investor materials, Regulation FD communications, director and officer departures, compensatory arrangements, and stockholder voting outcomes.
Proxy filings describe board elections, governance proposals, executive compensation, equity awards, pay-versus-performance information, and shareholder meeting procedures. The company’s filings also include disclosures tied to capital structure, subscription-driven financial results, remaining performance obligations, litigation-related governance matters, risk factors, and exhibits filed in Inline XBRL.
Okta reported a strong finish to fiscal 2026, combining double‑digit growth with solid profitability and cash generation. Fourth-quarter revenue reached $761 million, up 11% year-over-year, with subscription revenue of $747 million. GAAP operating income rose to $46 million and GAAP net income to $63 million, while non-GAAP operating income was $202 million and non-GAAP diluted EPS was $0.90.
For fiscal 2026, revenue grew 12% to $2.919 billion and subscription revenue was $2.855 billion. Okta delivered GAAP operating income of $149 million, reversing a prior-year loss, and GAAP net income of $235 million. Non-GAAP operating income was $766 million with a 26% margin, non-GAAP diluted EPS was $3.50, and free cash flow was $863 million, a 30% margin.
Looking ahead, Okta guides fiscal 2027 revenue to $3.170 billion–$3.190 billion, about 9% growth, with non-GAAP operating income of $795 million–$815 million and free cash flow of $850 million–$880 million. For Q1 fiscal 2027, it expects $749 million–$753 million of revenue, non-GAAP operating income of $176 million–$180 million, and free cash flow of $250 million–$260 million. Okta is also lowering its long-term non-GAAP tax rate assumption to 21% starting February 1, 2026.
Tighe Brett reported acquisition or exercise transactions in this Form 4 filing.
Okta, Inc.’s Chief Financial Officer Brett Tighe reported equity awards and holdings updates. On February 25, 2026, three performance stock unit grants were certified as earned, covering 35,226, 15,493, and 14,079 shares of Class A Common Stock at a price of $0.00 per share. These shares will vest when service-based conditions are met on March 15, 2026.
The filing also updates holdings in several restricted stock unit awards, which vest quarterly based on continued employment, and reflects indirect ownership of Class B Common Stock and Class A shares held by a trust. No open-market purchases or sales were reported.
Okta, Inc. executive officer Larissa Schwartz reported equity compensation activity involving Class A Common Stock and restricted stock units. On February 25, 2026, she acquired 24,864, 7,747, and 12,319 shares of Class A Common Stock at a price of $0.00 per share through grants classified as awards or other acquisitions.
Footnotes explain these shares were earned from performance stock units granted in 2023, 2024, and 2025 after performance criteria were achieved, with vesting scheduled when service-based requirements are met on March 15, 2026. Additional footnotes describe restricted stock unit awards, each RSU representing one Class A share, with portions beginning to vest on June 15, 2022, June 15, 2023, June 15, 2024, and June 15, 2025, and the remaining shares vesting in equal quarterly installments subject to continued employment.
Ninan Shibu reported acquisition or exercise transactions in this Form 4 filing.
Okta, Inc. Chief Accounting Officer Shibu Ninan reported stock-based compensation activity. On February 25, 2026, three performance stock unit awards were certified as earned for 3,109, 1,937, and 3,344 shares of Class A common stock at $0.00 per share, with vesting tied to continued service through March 15, 2026. The filing also updates his direct holdings of several restricted stock unit grants with specified quarterly vesting schedules.
Okta, Inc. Chief Executive Officer and director Todd McKinnon reported the earning of three performance-based equity awards in the form of Class A Common Stock on February 25, 2026. He acquired 119,298, 30,212, and 44,350 Class A shares at a reported price of $0.00 per share, reflecting Performance Stock Units that met their performance goals.
According to the footnotes, these shares will actually vest on March 15, 2026, provided that service-based vesting conditions are satisfied. The filing also lists existing indirect holdings of Class B Common Stock held by trusts and various Restricted Stock Unit and stock option positions, with options described as fully vested and exercisable.
Okta, Inc. officer Eric Robert Kelleher reported an equity award tied to earlier performance stock units. On February 25, 2026, he acquired 21,119 shares of Okta Class A common stock at a price of $0.00 per share, classified as a grant or award.
According to the footnotes, these 21,119 shares were earned based on performance criteria from performance stock units granted on March 30, 2025, and will vest once a service-based condition is satisfied on March 15, 2026. After this award, Kelleher directly held 32,385 shares of Okta Class A common stock, alongside various fully vested stock options and time-vested restricted stock units.
Okta, Inc. reported that Chief Revenue Officer Jonathan James Addison acquired rights to additional Class A common shares through performance-based equity awards. On February 25, 2026, the compensation committee certified that 5,810 shares and 12,319 shares were earned under prior Performance Stock Unit (PSU) grants, reflecting achievement of specified performance criteria. These earned PSUs are scheduled to vest on March 15, 2026, provided he continues to satisfy the service-based vesting condition.
The filing also shows multiple Restricted Stock Unit (RSU) awards, each RSU representing one share of Class A common stock. Portions of these RSUs vest in quarterly installments (for example, 6.25% or 8.33% initially, with the remainder in equal quarterly tranches), contingent on Addison’s continued employment with Okta.
Okta, Inc. insider Larissa Schwartz, the Chief Legal Officer and Corporate Secretary, reported a planned share sale. On 02/06/2026, she sold 1,836 shares of Class A Common Stock at $83.47 per share under a Rule 10b5-1 trading plan adopted on July 03, 2025, leaving 36,328 shares of common stock directly owned.
She also reported multiple outstanding Restricted Stock Unit awards, each RSU representing one share of Class A Common Stock. These RSUs, totaling several grants with different vesting schedules beginning on June 15, 2022, June 15, 2023, June 15, 2024, and June 15, 2025, continue to vest in equal quarterly installments subject to her continued employment.
Okta insider Larissa Schwartz has filed a Form 144 to sell common shares under Rule 144. The notice covers the planned sale of 1,836 Okta common shares through Morgan Stanley Smith Barney LLC on or about 02/06/2026 on the NASDAQ market, with an indicated aggregate market value of $150,827.40. These shares were acquired on 09/15/2020 through restricted stock units and the employee stock purchase plan.
The filing also lists multiple prior 10b5-1 plan sales of Okta common stock by Schwartz over the past three months, with individual transactions ranging from 126 to 1,054 shares per trade. Okta had 169,459,250 common shares outstanding referenced in this notice.
The Vanguard Group filed an amended Schedule 13G reporting a significant ownership position in Okta Inc. common stock. Vanguard is shown as beneficially owning 18,051,158 shares, representing 10.65% of Okta’s outstanding common stock.
Vanguard reports shared voting power over 1,461,262 shares and shared dispositive power over 18,051,158 shares, with no sole voting or dispositive power. The filing also notes an internal realignment effective January 12, 2026, after which certain Vanguard subsidiaries are expected to report beneficial ownership separately while pursuing the same investment strategies.