okta-20260105
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
January 5, 2026
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Okta, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-38044 | 26-4175727 | ||||||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
100 First Street, Suite 600
San Francisco, California 94105
(Address of principal executive offices)
(888) 722-7871
(Registrant's telephone number, including area code)
___________________________________
___________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Class A common stock, par value $0.0001 per share | OKTA | The Nasdaq Stock Market LLC | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On January 5, 2026, Okta, Inc. (“Okta”) announced that its board of directors approved a share repurchase program with authorization to purchase up to $1 billion of its Class A Common Stock, effective immediately (the “Share Repurchase Program”).
Repurchases under the Share Repurchase Program may be made in the open market, in privately negotiated transactions, or otherwise, with the amount and timing of repurchases to be determined at Okta’s discretion, depending on market conditions and corporate needs. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. Okta may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization. This program does not have a fixed expiration date, does not obligate Okta to acquire any particular amount of Class A Common Stock, and may be modified, suspended, or terminated at any time at the discretion of Okta’s board of directors.
A copy of the press release announcing the Share Repurchase Program is attached hereto as Exhibit 99.1.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
Exhibit Number | Description | |||||||
| Press release dated January 5, 2026, issued by Okta, Inc. | ||||||||
| 104 | Cover Page Interactive Data File—the cover page XBRL tags are embedded within the Inline XBRL document | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 5th day of January 2026.
| Okta, Inc. | ||||||||
| By: | /s/ Brett Tighe | |||||||
| Name: | Brett Tighe | |||||||
| Title: | Chief Financial Officer | |||||||