Okta Inc (OKTA) 8-K exhibit — okta-4302026

Document

Exhibit 99.1

Okta Announces First Quarter Fiscal Year 2027 Financial Results

•Q1 revenue and subscription revenue grew 11% year-over-year

•Remaining performance obligations (RPO) grew 16% year-over-year; current remaining performance obligations (cRPO) grew 12% year-over-year

•Operating cash flow of $277 million and free cash flow of $271 million

SAN FRANCISCO – May 28, 2026 – Okta, Inc. (Nasdaq: OKTA), the leading independent identity provider, today announced financial results for its first quarter ended April 30, 2026.

“AI agents are rapidly becoming a new workforce inside every organization, creating a wave of identities that must be secured and governed alongside human users,” said Todd McKinnon, Chief Executive Officer and co-founder of Okta. “We’re expanding our opportunity as the world’s leading independent and neutral identity provider and helping customers make identity the unified control plane for their secure agentic enterprise.”

“Okta is off to a strong start to the new fiscal year, highlighted by cRPO strength, robust free cash flow, and the return of capital to shareholders,” said Brett Tighe, Chief Financial Officer of Okta. “Last year’s go-to-market specialization is driving tangible results, including continued strength with large enterprises and increased sales productivity. The success of our new product portfolio, particularly Okta Identity Governance, validates that Okta’s unified identity platform is resonating with customers.”

First Quarter Fiscal 2027 Financial Highlights:

•Revenue: Total revenue was $765 million, an increase of 11% year-over-year. Subscription revenue was $750 million, an increase of 11% year-over-year.

•RPO: RPO, or subscription backlog, was $4.719 billion, an increase of 16% year-over-year. cRPO, which represents subscription backlog expected to be recognized over the next 12 months, was $2.499 billion, up 12% compared to the first quarter of fiscal 2026.

•GAAP Operating Income: GAAP operating income was $56 million, or 7% of total revenue, compared to GAAP operating income of $39 million, or 6% of total revenue, in the first quarter of fiscal 2026.

•Non-GAAP Operating Income: Non-GAAP operating income was $191 million, or 25% of total revenue, compared to a non-GAAP operating income of $184 million, or 27% of total revenue, in the first quarter of fiscal 2026.

•GAAP Net Income: GAAP net income was $74 million, compared to GAAP net income of $62 million in the first quarter of fiscal 2026. GAAP basic and diluted net income per share were $0.42, compared to a GAAP basic and diluted net income per share of $0.36 and $0.35, respectively, in the first quarter of fiscal 2026.

•Non-GAAP Net Income: Non-GAAP net income was $168 million, compared to non-GAAP net income of $158 million in the first quarter of fiscal 2026. Non-GAAP diluted net income per share was $0.91, compared to non-GAAP diluted net income per share of $0.86 in the first quarter of fiscal 2026.

•Cash Flow: Net cash provided by operations was $277 million, or 36% of total revenue, compared to net cash provided by operations of $241 million, or 35% of total revenue, in the first quarter of fiscal 2026. Free cash flow was $271 million, or 35% of total revenue, compared to $238 million, or 35% of total revenue, in the first quarter of fiscal 2026.

•Cash, cash equivalents, and short-term investments were $2.589 billion at April 30, 2026.

The section titled "Non-GAAP Financial Measures" below contains a description of the non-GAAP financial measures, and reconciliations between GAAP and non-GAAP information are contained in the tables below.

Financial Outlook:

For Q2 and FY27 we continue to take a prudent approach to forward guidance.

For the second quarter of fiscal 2027, the Company expects:

•Total revenue of $790 million to $794 million, representing a growth rate of 9% year-over-year;

•Current RPO of $2.505 billion to $2.515 billion, representing a growth rate of 11% year-over-year;

•Non-GAAP operating income of $204 million to $208 million, which yields a non-GAAP operating margin of 26%;

•Non-GAAP diluted net income per share of $0.95 to $0.97, assuming diluted weighted-average shares outstanding of approximately 184 million and a non-GAAP tax rate of 21%(1); and

•Non-GAAP free cash flow of $155 million to $165 million, yielding a free cash flow margin of 20% to 21%.

For the full year fiscal 2027, the Company now expects:

•Total revenue of $3.185 billion to $3.205 billion, representing a growth rate of 9% to 10% year-over-year;

◦Reflected in the revenue guidance is an approximately one percentage point impact to total revenue growth resulting from our decision to accelerate the shift of professional services business to our partners. This change is expected to create a headwind to professional services revenue.

•Non-GAAP operating income of $806 million to $826 million, which yields a non-GAAP operating margin of 25% to 26%;

•Non-GAAP diluted net income per share of $3.79 to $3.87, assuming diluted weighted-average shares outstanding of approximately 184 million and a non-GAAP tax rate of 21%(1); and

•Non-GAAP free cash flow of $855 million to $885 million, which yields a free cash flow margin of 27% to 28%.

◦Reflected in the free cash flow guidance is an approximately one percentage point impact related to lower interest income due to the combined impact from the stock repurchase program and our intent to settle the remainder of the 2026 Notes in cash.

(1) Effective February 1, 2026, the beginning of our first quarter of fiscal 2027, we have adopted a long-term projected non-GAAP tax rate of 21%, reduced from the previous rate of 26%. This adjustment is primarily due to the enactment of the One Big Beautiful Bill Act. The revised rate will apply prospectively.

These statements are forward-looking and actual results may differ materially. Refer to the "Forward-Looking Statements" safe harbor below for information on the factors that could cause our actual results to differ materially from these forward-looking statements.

Okta has not reconciled its forward-looking non-GAAP financial measures to their most directly comparable GAAP measures because certain items are out of Okta’s control or cannot be reasonably predicted. Accordingly, reconciliations for forward-looking non-GAAP financial measures are not available without unreasonable effort.

Webcast Information:

Okta will host a live video webcast at 2:00 p.m. Pacific Time on May 28, 2026 to discuss the results and outlook. The prepared remarks and the news release with the financial results will be accessible from the Company’s website at investor.okta.com prior to the webcast. The live video webcast will be accessible from the Okta investor relations website at investor.okta.com. A replay will be available on the Okta investor relations website following the completion of the event.

Supplemental Financial and Other Information:

Supplemental financial and other information can be accessed through the Company’s investor relations website at investor.okta.com. Okta uses its investor.okta.com website and okta.com/blog websites (including the Security Blog, Okta Developer Blog and Auth0 Developer Blog) as a means of disclosing material non-public information, announcing upcoming investor conferences and for complying with its disclosure obligations under Regulation FD. Accordingly, you should monitor our investor relations and okta.com/blog websites in addition to following our press releases, SEC filings and public conference calls and webcasts.

Non-GAAP Financial Measures:

This press release and the accompanying tables contain the following non-GAAP financial measures: non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating income, non-GAAP operating margin, non-GAAP net income, non-GAAP net margin, non-GAAP diluted net income per share, non-GAAP tax rate, free cash flow and free cash flow margin. Certain of these non-GAAP financial measures exclude stock-based compensation, non-cash charitable contributions, amortization of acquired intangibles, acquisition and integration-related expenses, restructuring costs related to severance and termination benefits and lease impairments in connection with the closing of certain leased facilities, certain non-ordinary course legal settlements and related expenses, amortization of debt issuance costs and gain on early extinguishment of debt. Acquisition and integration-related expenses include transaction costs and other non-recurring incremental costs incurred through the one-year anniversary of the transaction close.

Stock-based compensation is non-cash in nature and is generally fixed at the time the stock-based instrument is granted and amortized over a period of several years. Although stock-based compensation is an important aspect of the compensation of our employees and executives, the expense for the fair value of the stock-based instruments we use may bear little resemblance to the actual value realized upon the vesting or future exercise of the related stock-based awards. We believe excluding stock-based compensation provides meaningful supplemental information regarding the long-term performance of our core business and facilitates comparison of our results to those of peer companies.

We also exclude non-cash charitable contributions, amortization of acquired intangibles, acquisition and integration-related expenses, restructuring costs related to severance and termination benefits and lease impairments in connection with the closing of certain leased facilities, certain non-ordinary course legal settlements and related expenses, amortization of debt issuance costs and gain on early extinguishment of debt from the applicable non-GAAP financial measures because these adjustments are considered by management to be outside of our core operating results.

In addition to these exclusions, we subtract an assumed provision for income taxes to calculate non-GAAP net income. Effective February 1, 2026, the beginning of our first quarter of fiscal 2027, we are using a fixed long-term projected non-GAAP tax rate of 21% in our computation of the non-GAAP income tax provision. Through fiscal 2026 we used a tax rate of 26%. The non-GAAP tax rate is subject to change for a variety of reasons, including changes in tax laws and regulations, significant changes in our geographic earnings mix, or other changes to our strategy or business operations. We will periodically reevaluate the projected long-term tax rate, as necessary, for significant events based on our ongoing analysis of relevant tax law changes, material changes in the forecasted geographic earnings mix, and any significant acquisitions.

We define free cash flow, a non-GAAP financial measure, as net cash provided by operating activities, less cash used for purchases of property and equipment, net of sales proceeds, and capitalized software. Free cash flow margin is calculated as free cash flow divided by total revenue. We use free cash flow as a measure of financial progress in our business, as it balances operating results, cash management, and capital efficiency. We believe information regarding free cash flow provides investors and others with an important perspective on the cash available to make strategic acquisitions and investments, to fund ongoing operations, and to fund other capital expenditures. Free cash flow can be volatile and is sensitive to many factors, including changes in working capital and timing of capital expenditures. Working capital at any specific point in time is subject to many variables, including seasonality, the discretionary timing of expense payments, discounts offered by vendors, vendor payment terms, and fluctuations in foreign exchange rates.

We periodically reassess the components of our non-GAAP adjustments for changes in how we evaluate our performance and changes in how we make financial and operational decisions, and consider the use of these measures by our competitors and peers to ensure the adjustments remain relevant and meaningful.

Okta believes that non-GAAP financial information, when taken collectively with GAAP financial measures, may be helpful to investors because it provides consistency and comparability with past financial performance and assists in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their GAAP results. The non-GAAP financial information is presented for supplemental informational purposes only, and should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from similarly-titled non-GAAP measures used by other companies.

The principal limitation of these non-GAAP financial measures is that they exclude significant expenses that are required by GAAP to be recorded in the Company’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by the Company's management about which expenses are excluded or included in determining these non-GAAP financial measures. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP.

Okta encourages investors to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, which it includes in press releases announcing quarterly financial results, including this press release, and not to rely on any single financial measure to evaluate the Company’s business.

Forward-Looking Statements: This press release contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding our financial outlook, business strategy and plans, market trends and market size, opportunities and positioning. These forward-looking statements are based on current expectations, estimates, forecasts and projections. Words such as "expect," "anticipate," "should," "believe," "hope," "target," "project," "goals," "estimate," "potential," "predict," "may," "will," "might," "could," "intend," "shall" and variations of these terms and similar expressions are intended to identify these forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond our control. For example, adverse macroeconomic conditions could reduce demand for our solutions; we and our third-party service providers could experience additional cybersecurity incidents; we may be unable to manage or sustain our revenue growth and profitability; we may fail to keep pace with technological change; our financial resources may be insufficient to effectively compete in our market; we may be unable to attract new customers, or retain or sell additional solutions to existing customers; we may fail to maintain strategic partnerships to promote or enhance our solutions; we may experience challenges expanding our existing marketing and sales capabilities, including further specializing our go-to-market organization; our customer growth could further decelerate; interruptions or performance problems could adversely impact our technology; and we and our third-party service providers could fail to fully comply with applicable privacy and security requirements. Further information on potential factors that could affect our financial results is included in our most recent Annual Report on Form 10-K and our other filings with the Securities and Exchange Commission. The forward-looking statements included in this press release represent our views only as of the date of this press release and we assume no obligation and do not intend to update these forward-looking statements.

About Okta

Okta, Inc. is The World’s Identity Company™. We secure AI, machine, and human identity so everyone is free to safely use any technology. Our workforce and customer solutions empower businesses and developers to protect their AI agents, users, employees, and partners while driving security, efficiencies, and innovation. Learn why the world’s leading brands trust Okta for authentication, authorization, and more at okta.com.

Investor Contact:

Dave Gennarelli

investor@okta.com

Media Contact:

Will Stickney

press@okta.com

OKTA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in millions, shares in thousands, except per share data)

(unaudited)


	Three Months Ended April 30,
	2026		2025
Revenue:
Subscription	$	750	$	673
Professional services and other	15		15
Total revenue	765		688
Cost of revenue:
Subscription(1)	150		136
Professional services and other(1)	20		19
Total cost of revenue	170		155
Gross profit	595		533
Operating expenses:
Research and development(1)	163		154
Sales and marketing(1)	278		237
General and administrative(1)	98		103

Total operating expenses	539		494
Operating income	56		39
Interest expense	(1)		(1)
Interest income and other, net	23		30

Interest and other, net	22		29
Income before provision for income taxes	78		68
Provision for income taxes	4		6
Net income	$	74	$	62

Net income per share, basic	$	0.42	$	0.36
Net income per share, diluted	$	0.42	$	0.35

Weighted-average shares used to compute net income per share, basic	176,129		174,172
Weighted-average shares used to compute net income per share, diluted	177,699		181,754

(1) Amounts include stock-based compensation expense as follows:


	Three Months Ended April 30,
	2026		2025
Cost of subscription revenue	$	16	$	17
Cost of professional services and other	2		3
Research and development	41		47
Sales and marketing	29		32
General and administrative	29		29
Total stock-based compensation expense	$	117	$	128

OKTA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in millions)

(unaudited)


	April 30,		January 31,
	2026		2026
Assets
Current assets:
Cash and cash equivalents	$	762	$	858
Short-term investments	1,827		1,695
Accounts receivable, net	386		687
Deferred commissions	170		171
Prepaid expenses and other current assets	161		233
Total current assets	3,306		3,644
Property and equipment, net	35		38
Operating lease right-of-use assets	59		65
Deferred commissions, noncurrent	324		332
Intangible assets, net	78		91
Goodwill	5,487		5,487
Other assets	58		53
Total assets	$	9,347	$	9,710
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	14	$	12
Accrued expenses and other current liabilities	99		104
Accrued compensation	120		213
Convertible senior notes, net	350		350
Deferred revenue	1,729		1,875
Total current liabilities	2,312		2,554

Operating lease liabilities, noncurrent	61		72
Deferred revenue, noncurrent	23		30
Other liabilities, noncurrent	52		55
Total liabilities	2,448		2,711

Stockholders’ equity:
Preferred stock	—		—
Class A common stock	—		—
Class B common stock	—		—
Additional paid-in capital	9,383		9,553
Accumulated other comprehensive income	9		13
Accumulated deficit	(2,493)		(2,567)
Total stockholders’ equity	6,899		6,999
Total liabilities and stockholders' equity	$	9,347	$	9,710

OKTA, INC.

SUMMARY OF CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in millions)

(unaudited)


	Three Months Ended April 30,
	2026		2025
Cash flows from operating activities:
Net income	$	74	$	62
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation	117		128
Depreciation and amortization	25		24

Amortization of deferred commissions	45		36

Deferred income taxes	(1)		2





Other, net	3		1
Changes in operating assets and liabilities:
Accounts receivable	300		274
Deferred commissions	(37)		(32)
Prepaid expenses and other assets	4		(16)
Operating lease right-of-use assets	5		4
Accounts payable	2		(2)
Accrued compensation	(94)		(93)
Accrued expenses and other liabilities	(5)		(6)
Operating lease liabilities	(8)		(7)
Deferred revenue	(153)		(134)
Net cash provided by operating activities	277		241
Cash flows from investing activities:
Capitalized software	(5)		(2)
Purchases of property and equipment	(1)		(1)

Purchases of securities available-for-sale and other	(660)		(521)
Proceeds from maturities and redemption of securities available-for-sale	505		406
Proceeds from sales of securities available-for-sale and other	83		1
Payments for business acquisitions, net of cash acquired	—		(3)

Net cash used in investing activities	(78)		(120)
Cash flows from financing activities:



Taxes paid related to net share settlement of equity awards	(48)		(54)




Repurchases of common stock	(248)		—
Proceeds from stock option exercises	3		9





Net cash used in financing activities	(293)		(45)
Effects of changes in foreign currency exchange rates on cash, cash equivalents and restricted cash	(2)		9
Net increase (decrease) in cash, cash equivalents and restricted cash	(96)		85
Cash, cash equivalents and restricted cash at beginning of period	864		415
Cash, cash equivalents and restricted cash at end of period	$	768	$	500

OKTA, INC.

Reconciliation of GAAP to Non-GAAP Data

(dollars in millions, shares in thousands, except per share data)

(unaudited)

Non-GAAP Gross Profit and Non-GAAP Gross Margin

We define non-GAAP gross profit and non-GAAP gross margin as GAAP gross profit and GAAP gross margin, adjusted for stock-based compensation expense included in cost of revenue, amortization of acquired intangibles and acquisition and integration-related expenses.


	Three Months Ended April 30,
	2026			2025
Gross profit	$	595		$	533
Add:
Stock-based compensation expense included in cost of revenue	18			20
Amortization of acquired intangibles	11			10

Non-GAAP gross profit	$	624		$	563
Gross margin	78		%	77		%
Non-GAAP gross margin	82		%	82		%

Non-GAAP Operating Income and Non-GAAP Operating Margin

We define non-GAAP operating income and non-GAAP operating margin as GAAP operating income and GAAP operating margin, adjusted for stock-based compensation expense, non-cash charitable contributions, amortization of acquired intangibles, acquisition and integration-related expenses, restructuring costs related to severance and termination benefits and lease impairments in connection with the closing of certain leased facilities and certain non-ordinary course legal settlements and related expenses.


	Three Months Ended April 30,
	2026			2025
Operating income	$	56		$	39
Add:
Stock-based compensation expense	117			128

Amortization of acquired intangibles	18			17



Non-GAAP operating income	$	191		$	184
Operating margin	7		%	6		%
Non-GAAP operating margin	25		%	27		%

Non-GAAP Net Income, Non-GAAP Net Margin and Non-GAAP Diluted Net Income Per Share

We define non-GAAP net income and non-GAAP net margin as GAAP net income and GAAP net margin, adjusted for stock-based compensation expense, non-cash charitable contributions, amortization of acquired intangibles, acquisition and integration-related expenses, amortization of debt issuance costs, gain on early extinguishment of debt, restructuring costs related to severance and termination benefits and lease impairments in connection with the closing of certain leased facilities and certain non-ordinary course legal settlements and related expenses. In addition, we subtract an assumed provision for income taxes to calculate non-GAAP net income. Effective February 1, 2026, the beginning of our first quarter of fiscal 2027, we are using a fixed long-term projected non-GAAP tax rate of 21% in our computation of the non-GAAP income tax provision. Through fiscal 2026 we used a tax rate of 26%.

We define non-GAAP diluted net income per share, as non-GAAP net income divided by GAAP weighted-average shares used to compute net income per share, basic, adjusted for the potentially dilutive effect of (i) employee equity incentive plans, excluding the impact of unrecognized stock-based compensation expense, and (ii) convertible senior notes outstanding. In addition, non-GAAP net income per share, diluted, includes the impact of our capped call agreements on convertible senior notes outstanding. The capped call agreements are intended to offset potential dilution to our Class A common stock upon any conversion or settlement of the convertible senior notes under certain circumstances. Accordingly, we did not record any adjustments for the potential impact of the convertible senior notes outstanding under the if-converted method.


	Three Months Ended April 30,
	2026			2025
Net income	$	74		$	62
Add:
Stock-based compensation expense	117			128

Amortization of acquired intangibles	18			17

Amortization of debt issuance costs	—			1



Tax adjustment	(41)			(50)
Non-GAAP net income	$	168		$	158

Net margin	10		%	9		%
Non-GAAP net margin	22		%	23		%

Weighted-average shares used to compute net income per share, basic	176,129			174,172
Non-GAAP weighted-average effect of potentially dilutive securities	7,932			9,004
Non-GAAP weighted-average shares used to compute non-GAAP net income per share, diluted	184,061			183,176

Net income per share, diluted	$	0.42		$	0.35

Non-GAAP net income per share, diluted	$	0.91		$	0.86

OKTA, INC.

Reconciliation of GAAP to Non-GAAP Financial Measures

(dollars in millions)

(unaudited)

Free Cash Flow and Free Cash Flow Margin



	Three Months Ended April 30,
	2026			2025
Net cash provided by operating activities	$	277		$	241
Less:
Purchases of property and equipment	(1)			(1)
Capitalized software	(5)			(2)

Free cash flow	$	271		$	238
Net cash used in investing activities	$	(78)		$	(120)
Net cash used in financing activities	$	(293)		$	(45)
Operating cash flow margin	36		%	35		%
Free cash flow margin	35		%	35		%

Okta Inc — 8-K exhibit