OKTA, INC., 10-Q filed on 8/27/2025
Quarterly Report
v3.25.2
Cover Page - shares
 6 Months Ended
Jul. 31, 2025
Aug. 22, 2025
Entity Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jul. 31, 2025  
Document Transition Report false  
Entity File Number 001-38044  
Entity Registrant Name Okta, Inc.  
Entity Incorporation, State or Country Code DE  
Entity Address, Address Line One 100 First Street, Suite 600  
Entity Tax Identification Number 26-4175727  
Entity Address, City or Town San Francisco  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 94105  
City Area Code 888  
Local Phone Number 722-7871  
Title of 12(b) Security Class A common stock, par value $0.0001 per share  
Trading Symbol OKTA  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Amendment Flag false  
Entity Central Index Key 0001660134  
Current Fiscal Year End Date --01-31  
Document Fiscal Year Focus 2026  
Document Period Focus Q2  
Class A    
Entity Information [Line Items]    
Entity Common Stock, Shares Outstanding   168,459,019
Class B    
Entity Information [Line Items]    
Entity Common Stock, Shares Outstanding   7,826,862
v3.25.2
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Millions
Jul. 31, 2025
Jan. 31, 2025
Current assets:    
Cash and cash equivalents $ 876 $ 409
Short-term investments 1,982 2,114
Accounts receivable, net of allowances of $8 and $4, respectively 417 621
Deferred commissions 150 140
Prepaid expenses and other current assets 141 132
Total current assets 3,566 3,416
Property and equipment, net 39 43
Operating lease right-of-use assets 68 74
Deferred commissions, noncurrent 268 267
Intangible assets, net 104 138
Goodwill 5,448 5,448
Other assets 57 51
Total assets 9,550 9,437
Current liabilities:    
Accounts payable 12 13
Accrued expenses and other current liabilities 90 103
Accrued compensation 136 207
Convertible senior notes, net 859 509
Deferred revenue 1,550 1,691
Total current liabilities 2,647 2,523
Convertible senior notes, net, noncurrent 0 349
Operating lease liabilities, noncurrent 81 94
Deferred revenue, noncurrent 24 27
Other liabilities, noncurrent 44 39
Total liabilities 2,796 3,032
Commitments and contingencies (Note 8)
Stockholders’ equity:    
Preferred stock, par value $0.0001 per share; 100,000 shares authorized; no shares issued and outstanding as of July 31, 2025 and January 31, 2025 0 0
Additional paid-in capital 9,426 9,219
Accumulated other comprehensive income (loss) 1 (12)
Accumulated deficit (2,673) (2,802)
Total stockholders’ equity 6,754 6,405
Total liabilities and stockholders' equity 9,550 9,437
Class A    
Stockholders’ equity:    
Common stock 0 0
Class B    
Stockholders’ equity:    
Common stock $ 0 $ 0
v3.25.2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Millions
Jul. 31, 2025
Jan. 31, 2025
Allowance for accounts receivable $ 8 $ 4
Preferred stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Preferred stock, authorized (in shares) 100,000,000 100,000,000
Preferred stock, issued (in shares) 0 0
Preferred stock, outstanding (in shares) 0 0
Class A    
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, authorized (in shares) 1,000,000,000 1,000,000,000
Common stock, issued (in shares) 168,437,000 165,650,000
Common stock, outstanding (in shares) 168,437,000 165,650,000
Class B    
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, authorized (in shares) 120,000,000 120,000,000
Common stock, issued (in shares) 7,827,000 7,809,000
Common stock, outstanding (in shares) 7,827,000 7,809,000
v3.25.2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Thousands, $ in Millions
 3 Months Ended 6 Months Ended
Jul. 31, 2025
Jul. 31, 2024
Jul. 31, 2025
Jul. 31, 2024
Revenue:        
Total revenue $ 728 $ 646 $ 1,416 $ 1,263
Cost of revenue:        
Total cost of revenue 168 155 323 303
Gross profit 560 491 1,093 960
Operating expenses:        
Research and development 160 164 314 327
Sales and marketing 246 238 483 474
General and administrative 113 108 216 225
Total operating expenses 519 510 1,013 1,026
Operating income (loss) 41 (19) 80 (66)
Interest expense (1) (1) (2) (3)
Interest income and other, net 27 29 57 56
Gain on early extinguishment of debt 0 3 0 3
Interest and other, net 26 31 55 56
Income (loss) before provision for (benefit from) income taxes 67 12 135 (10)
Provision for (benefit from) income taxes 0 (17) 6 1
Net income (loss) $ 67 $ 29 $ 129 $ (11)
Net income (loss) per share, basic (in dollars per share) $ 0.38 $ 0.18 $ 0.74 $ (0.06)
Net income (loss) per share, diluted (in dollars per share) $ 0.37 $ 0.15 $ 0.72 $ (0.06)
Weighted-average shares used to compute net income (loss) per share, basic (in shares) 175,460 168,612 174,827 168,045
Weighted-average shares used to compute net income (loss) per share, diluted (in shares) 180,966 174,443 181,356 168,045
Subscription        
Revenue:        
Total revenue $ 711 $ 632 $ 1,384 $ 1,235
Cost of revenue:        
Total cost of revenue 147 137 283 267
Professional services and other        
Revenue:        
Total revenue 17 14 32 28
Cost of revenue:        
Total cost of revenue $ 21 $ 18 $ 40 $ 36
v3.25.2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jul. 31, 2025
Jul. 31, 2024
Jul. 31, 2025
Jul. 31, 2024
Statement of Comprehensive Income [Abstract]        
Net income (loss) $ 67 $ 29 $ 129 $ (11)
Other comprehensive income (loss):        
Net change in unrealized gains or losses on available-for-sale securities (4) 7 (2) (1)
Foreign currency translation adjustments 0 3 15 0
Other comprehensive income (loss) (4) 10 13 (1)
Comprehensive income (loss) $ 63 $ 39 $ 142 $ (12)
v3.25.2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($)
shares in Thousands, $ in Millions
Total
Common stock
Class A Common Stock 
Common stock
Class B Common Stock 
Additional Paid-in Capital
Accumulated Other Comprehensive Income (Loss)
Accumulated Deficit
Beginning balance (in shares) at Jan. 31, 2024   159,835 7,291      
Beginning balance at Jan. 31, 2024 $ 5,888 $ 0 $ 0 $ 8,724 $ (6) $ (2,830)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Issuance of common stock (in shares)   1,077        
Issuance of common stock 6     6    
Taxes withheld related to net share settlement of equity awards (42)     (42)    
Stock-based compensation 152     152    
Other comprehensive income (loss) (11)       (11)  
Net income (loss) (40)         (40)
Ending balance (in shares) at Apr. 30, 2024   160,912 7,291      
Ending balance at Apr. 30, 2024 5,953 $ 0 $ 0 8,840 (17) (2,870)
Beginning balance (in shares) at Jan. 31, 2024   159,835 7,291      
Beginning balance at Jan. 31, 2024 5,888 $ 0 $ 0 8,724 (6) (2,830)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income (loss) (11)          
Ending balance (in shares) at Jul. 31, 2024   162,397 7,448      
Ending balance at Jul. 31, 2024 6,133 $ 0 $ 0 8,981 (7) (2,841)
Beginning balance (in shares) at Apr. 30, 2024   160,912 7,291      
Beginning balance at Apr. 30, 2024 5,953 $ 0 $ 0 8,840 (17) (2,870)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Issuance of common stock (in shares)   1,470 172      
Issuance of common stock 31     31    
Taxes withheld related to net share settlement of equity awards (40)     (40)    
Conversion of Class B common stock to Class A common stock (in shares)   15 (15)      
Stock-based compensation 150     150    
Other comprehensive income (loss) 10       10  
Net income (loss) 29         29
Ending balance (in shares) at Jul. 31, 2024   162,397 7,448      
Ending balance at Jul. 31, 2024 6,133 $ 0 $ 0 8,981 (7) (2,841)
Beginning balance (in shares) at Jan. 31, 2025   165,650 7,809      
Beginning balance at Jan. 31, 2025 6,405 $ 0 $ 0 9,219 (12) (2,802)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Issuance of common stock (in shares)   1,446 166      
Issuance of common stock 9     9    
Taxes withheld related to net share settlement of equity awards (54)     (54)    
Conversion of Class B common stock to Class A common stock (in shares)   65 (65)      
Stock-based compensation 128     128    
Other comprehensive income (loss) 17       17  
Net income (loss) 62         62
Ending balance (in shares) at Apr. 30, 2025   167,161 7,910      
Ending balance at Apr. 30, 2025 6,567 $ 0 $ 0 9,302 5 (2,740)
Beginning balance (in shares) at Jan. 31, 2025   165,650 7,809      
Beginning balance at Jan. 31, 2025 6,405 $ 0 $ 0 9,219 (12) (2,802)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income (loss) 129          
Ending balance (in shares) at Jul. 31, 2025   168,437 7,827      
Ending balance at Jul. 31, 2025 6,754 $ 0 $ 0 9,426 1 (2,673)
Beginning balance (in shares) at Apr. 30, 2025   167,161 7,910      
Beginning balance at Apr. 30, 2025 6,567 $ 0 $ 0 9,302 5 (2,740)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Issuance of common stock (in shares)   1,146 47      
Issuance of common stock 24     24    
Taxes withheld related to net share settlement of equity awards (49)     (49)    
Conversion of Class B common stock to Class A common stock (in shares)   130 (130)      
Settlement of capped calls related to convertible senior notes 2     2    
Stock-based compensation 147     147    
Other comprehensive income (loss) (4)       (4)  
Net income (loss) 67         67
Ending balance (in shares) at Jul. 31, 2025   168,437 7,827      
Ending balance at Jul. 31, 2025 $ 6,754 $ 0 $ 0 $ 9,426 $ 1 $ (2,673)
v3.25.2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Millions
 6 Months Ended
Jul. 31, 2025
Jul. 31, 2024
Cash flows from operating activities:    
Net income (loss) $ 129 $ (11)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:    
Stock-based compensation 272 299
Depreciation and amortization 48 50
Amortization of deferred commissions 76 62
Deferred income taxes 3 (4)
Loss on early extinguishment of debt 0 (3)
Other, net 4 (1)
Changes in operating assets and liabilities:    
Accounts receivable 201 181
Deferred commissions (80) (59)
Prepaid expenses and other assets (9) (82)
Operating lease right-of-use assets 9 10
Accounts payable (2) (1)
Accrued compensation (75) (55)
Accrued expenses and other liabilities (11) 33
Operating lease liabilities (14) (18)
Deferred revenue (143) (96)
Net cash provided by operating activities 408 305
Cash flows from investing activities:    
Capitalized software (5) (7)
Purchases of property and equipment (3) (6)
Purchases of securities available-for-sale and other (720) (779)
Proceeds from maturities and redemption of securities available-for-sale 848 808
Proceeds from sales of securities available-for-sale and other 1 2
Payments for business acquisitions, net of cash acquired (3) (56)
Net cash provided by (used in) investing activities 118 (38)
Cash flows from financing activities:    
Payments for repurchases of convertible senior notes 0 (40)
Taxes paid related to net share settlement of equity awards (102) (80)
Proceeds from settlement of capped calls related to convertible senior notes 2 0
Proceeds from stock option exercises 10 9
Proceeds from shares issued in connection with employee stock purchase plan 23 24
Net cash used in financing activities (67) (87)
Effects of changes in foreign currency exchange rates on cash, cash equivalents and restricted cash 10 0
Net increase in cash, cash equivalents and restricted cash 469 180
Cash, cash equivalents and restricted cash at beginning of period 415 342
Cash, cash equivalents and restricted cash at end of period 884 522
Cash paid during the period for:    
Operating leases 18 22
Non-cash activities:    
Operating lease right-of-use assets exchanged for lease liabilities 2 9
Reconciliation of cash, cash equivalents and restricted cash within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows above:    
Cash and cash equivalents 876 515
Restricted cash, current included in prepaid expenses and other current assets 2 1
Restricted cash, noncurrent included in other assets 6 6
Total cash, cash equivalents and restricted cash $ 884 $ 522
v3.25.2
Overview and Basis of Presentation
 6 Months Ended
Jul. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Overview and Basis of Presentation Overview and Basis of Presentation
Description of Business
Okta, Inc. (the “Company”) is the leading independent identity partner. The Company’s Okta Platform and Auth0 Platform enable customers to securely connect the right people to the right technologies and services at the right time. Employees and contractors sign into the Okta Platform to seamlessly and securely access the applications they need to do their most important work with more modern and secure experiences in the cloud and via mobile devices. Developers leverage the Okta Platform and Auth0 Platform to securely and efficiently embed identity into the software they build, allowing them to innovate and focus on their core mission. The Company is headquartered in San Francisco, California.
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiaries, have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim periods. Accordingly, they do not include all of the financial information and footnotes required by GAAP for complete financial statements. All intercompany balances and transactions have been eliminated in consolidation.
The condensed consolidated balance sheet as of January 31, 2025, included herein, was derived from the audited financial statements as of that date. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary for a fair statement of the results of operations for the interim periods presented but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year ending January 31, 2026 or any future period.
The Company’s fiscal year ends on January 31. References to fiscal 2026, for example, refer to the fiscal year ending January 31, 2026.
Certain prior period amounts have been reclassified to conform to the current period presentation.
The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 5, 2025.
Segments
The Company conducts business globally and is managed, operated and organized by major functional departments that operate on a consolidated basis. As a result, the Company operates as one reportable segment. The Company employs a SaaS business model and generates revenue primarily by selling multi-year subscriptions to its cloud-based offerings.
The Company’s chief operating decision maker ("CODM") is the chief executive officer. The CODM utilizes consolidated GAAP and non-GAAP measures of profit and loss to evaluate the Company's overall performance and inform resource allocation to support strategic priorities and capital allocation needs. The profit and loss measure most consistent with GAAP used by the CODM is consolidated net income (loss).
The CODM is regularly provided with budgeted expense information and consolidated expense data. Accordingly, significant segment expenses are inherently reflected in the condensed consolidated financial statements and related notes.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Estimates are based on historical experience and on other assumptions that management believes are reasonable under the circumstances. Actual results could vary from those estimates. The Company’s most significant estimates include the valuation of deferred income tax assets,
uncertain tax positions, assets and liabilities acquired in business combinations and loss contingencies related to litigation.
v3.25.2
Accounting Standards and Significant Accounting Policies
 6 Months Ended
Jul. 31, 2025
Accounting Policies [Abstract]  
Accounting Standards and Significant Accounting Policies Accounting Standards and Significant Accounting Policies
Significant Accounting Policies
For a summary of the Company’s significant accounting policies refer to “Note 2. Summary of Significant Accounting Policies” of its Annual Report on Form 10-K for the fiscal year ended January 31, 2025.
Recent Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued guidance to provide disaggregated income tax disclosures on the rate reconciliation and income taxes paid. This guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company intends to adopt this guidance in its Annual Report on Form 10-K for the year ended January 31, 2026 and expects the adoption of the updated guidance to result in disclosure of additional disaggregated tax information.
In November 2024, the FASB issued guidance requiring the disclosure, in the notes to financial statements, of specified disaggregated income statement expense information. This guidance is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this guidance.
v3.25.2
Restructuring and Other Charges
 6 Months Ended
Jul. 31, 2025
Restructuring and Related Activities [Abstract]  
Restructuring and Other Charges Restructuring and Other Charges
During the fourth quarter of fiscal 2025, the Company approved a restructuring plan (the “2025 Restructuring Plan”) intended to reallocate resources toward priorities to drive growth. The 2025 Restructuring Plan involved a reduction of the Company’s workforce by approximately 180 full-time employees. The 2025 Restructuring Plan was substantially complete by the first quarter of fiscal 2026 and the Company recognized aggregate restructuring costs of $11 million in the fourth quarter of fiscal 2025.
The following table summarizes the Company’s restructuring liability related to the 2025 Restructuring Plan that is included in Accrued expenses and other current liabilities on the condensed consolidated balance sheets:
Severance and termination benefit costs
(dollars in millions)
Balance as of January 31, 2025
$11 
Restructuring charges— 
Cash payments(11)
Balance as of July 31, 2025
$— 
v3.25.2
Cash Equivalents and Investments
 6 Months Ended
Jul. 31, 2025
Investments, Debt and Equity Securities [Abstract]  
Cash Equivalents and Investments Cash Equivalents and Investments
Cash Equivalents and Short-term Investments
In estimating fair value, the Company uses a three-tier fair value hierarchy as follows:
•Level 1 — Valuations based on observable inputs that reflect quoted prices for identical assets or liabilities in active markets.
•Level 2 — Valuations based on other inputs that are directly or indirectly observable in the marketplace.
•Level 3 — Valuations based on unobservable inputs that are supported by little or no market activity.
The following tables present the estimated fair value of cash equivalents and short-term investments:
 As of July 31, 2025As of January 31, 2025
 
(dollars in millions)
Cash equivalents: 
Money market funds (Level 1)
$654 $225 
Certificates of deposit (Level 2)
34 23 
U.S. treasury securities (Level 2)
6 — 
Total cash equivalents694 248 
Level 2:
Short-term investments (Available-for-sale):
U.S. treasury securities1,680 1,788 
Corporate debt securities249 281 
Certificates of deposit53 45 
Total short-term investments1,982 2,114 
Total$2,676 $2,362 
The following table presents the contractual maturities of the Company’s short-term investments:
As of July 31, 2025
 
Estimated Fair Value
(dollars in millions)
Due within one year$1,608 
Due between one to five years374 
 Total$1,982 
Interest receivable of $24 million is included in Prepaid expenses and other current assets on the condensed consolidated balance sheets as of July 31, 2025 and January 31, 2025.
There were no material differences between the estimated fair value and amortized cost of our cash equivalents and short-term investments as of July 31, 2025 and January 31, 2025.
For available-for-sale debt securities that have unrealized losses, there were no material credit or non-credit related impairments for short-term investments as of July 31, 2025 and January 31, 2025.
Strategic Investments
Strategic investments primarily include equity investments in privately-held companies, which do not have a readily determinable fair value. Strategic investments are classified as Level 3 in the fair value hierarchy as nonrecurring fair value measurements may include observable and unobservable inputs. As of July 31, 2025 and January 31, 2025, the balance of strategic investments was $33 million and $30 million, respectively.
v3.25.2
Deferred Commissions
 6 Months Ended
Jul. 31, 2025
Revenue from Contract with Customer [Abstract]  
Deferred Commissions Deferred Commissions
Sales commissions capitalized as contract costs totaled $48 million and $33 million for the three months ended July 31, 2025 and 2024, respectively, and $80 million and $59 million for the six months ended July 31, 2025 and 2024, respectively.
Amortization of contract costs totaled $40 million and $32 million for the three months ended July 31, 2025 and 2024, respectively, and $76 million and $62 million for the six months ended July 31, 2025 and 2024, respectively.
Deferred Revenue and Performance Obligations
Deferred Revenue
Deferred revenue, which is a contract liability, consists primarily of payments received and accounts receivable recorded in advance of revenue recognition under the Company’s contracts with customers and is recognized as the revenue recognition criteria are met.
Subscription revenue recognized during the three months ended July 31, 2025 and 2024 that was included in the deferred revenue balances at the beginning of the respective periods was $651 million and $578 million, respectively, and $1,144 million and $1,008 million in the six months ended July 31, 2025 and 2024, respectively.
Transaction Price Allocated to the Remaining Performance Obligations
Transaction price allocated to the remaining performance obligations (“RPO”) represents all future, non-cancelable contracted revenue that has not yet been recognized, inclusive of deferred revenue that has been invoiced and non-cancelable amounts that will be invoiced and recognized as revenue in future periods.
Total remaining non-cancelable performance obligations under subscription contracts with customers was approximately $4,152 million as of July 31, 2025. Of this amount, the Company expects to recognize revenue of approximately $2,265 million, or 55%, over the next 12 months, with the balance to be recognized as revenue thereafter.
v3.25.2
Deferred Revenue and Performance Obligations
 6 Months Ended
Jul. 31, 2025
Revenue from Contract with Customer [Abstract]  
Deferred Revenue and Performance Obligations Deferred Commissions
Sales commissions capitalized as contract costs totaled $48 million and $33 million for the three months ended July 31, 2025 and 2024, respectively, and $80 million and $59 million for the six months ended July 31, 2025 and 2024, respectively.
Amortization of contract costs totaled $40 million and $32 million for the three months ended July 31, 2025 and 2024, respectively, and $76 million and $62 million for the six months ended July 31, 2025 and 2024, respectively.
Deferred Revenue and Performance Obligations
Deferred Revenue
Deferred revenue, which is a contract liability, consists primarily of payments received and accounts receivable recorded in advance of revenue recognition under the Company’s contracts with customers and is recognized as the revenue recognition criteria are met.
Subscription revenue recognized during the three months ended July 31, 2025 and 2024 that was included in the deferred revenue balances at the beginning of the respective periods was $651 million and $578 million, respectively, and $1,144 million and $1,008 million in the six months ended July 31, 2025 and 2024, respectively.
Transaction Price Allocated to the Remaining Performance Obligations
Transaction price allocated to the remaining performance obligations (“RPO”) represents all future, non-cancelable contracted revenue that has not yet been recognized, inclusive of deferred revenue that has been invoiced and non-cancelable amounts that will be invoiced and recognized as revenue in future periods.
Total remaining non-cancelable performance obligations under subscription contracts with customers was approximately $4,152 million as of July 31, 2025. Of this amount, the Company expects to recognize revenue of approximately $2,265 million, or 55%, over the next 12 months, with the balance to be recognized as revenue thereafter.
v3.25.2
Convertible Senior Notes, Net
 6 Months Ended
Jul. 31, 2025
Debt Disclosure [Abstract]  
Convertible Senior Notes, Net Convertible Senior Notes, Net
Convertible Senior Notes
The 2025 convertible senior notes (“2025 Notes”) and the 2026 convertible senior notes (“2026 Notes” and together with the 2025 Notes, the “Notes”) are recorded at face value less unamortized debt issuance costs. As of July 31, 2025, the 2025 Notes and 2026 Notes are classified as current liabilities due to their upcoming maturities on September 1, 2025 and June 15, 2026, respectively.
The net carrying amount of the Notes consisted of the following:
As of July 31, 2025As of January 31, 2025
(dollars in millions)
2025 Notes:
Principal$510 $510 
Less: unamortized debt issuance costs— (1)
Net carrying amount$510 $509 
2026 Notes:
Principal$350 $350 
Less: unamortized debt issuance costs(1)(1)
Net carrying amount$349 $349 
Fair Value Measurements
The following table presents the principal amounts and estimated fair values of the Notes, which are not recorded at fair value on the condensed consolidated balance sheets:
 As of July 31, 2025
 Principal Amount
Estimated Fair Value 
(dollars in millions)
2025 Notes$510 $508 
2026 Notes$350 $336 
The estimated fair values of the Notes, which are Level 2 financial instruments, were determined based on the quoted bid prices of the Notes in an over-the-counter market on the last available trading day of the reporting period.
v3.25.2
Commitments and Contingencies
 6 Months Ended
Jul. 31, 2025
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Letters of Credit
In conjunction with the execution of certain office space operating leases, letters of credit in the aggregate amount of $5 million and $6 million were issued and outstanding as of July 31, 2025 and January 31, 2025, respectively. No draws have been made under such letters of credit.
Legal Matters
From time to time in the normal course of business, the Company may be subject to various legal matters such as threatened or pending claims or proceedings.
On May 20, 2022, a purported shareholder filed a putative class action lawsuit in the United States District Court for the Northern District of California against the Company and certain of its executive officers, captioned In re Okta, Inc. Securities Litigation, No. 3:22-cv-02990. The lawsuit asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, alleging that the defendants made false or misleading statements or omissions concerning the Company’s cybersecurity controls, vulnerability to data breaches and the Company’s integration of Auth0, Inc. (“Auth0”). The lawsuit sought an order certifying the lawsuit as a class action and unspecified damages. The defendants moved to dismiss the amended complaint. On March 31, 2023, the court dismissed in full the claims based on the plaintiff’s allegations related to the Company’s cybersecurity controls and vulnerability to data breaches, and dismissed in part and denied in part the claims based on allegations related to the Auth0 integration. On May 28, 2024, the parties entered into a stipulation of settlement (the “Stipulation”) where, in exchange for the release and dismissal with prejudice of all claims, the Company agreed to pay and/or to cause its insurance carriers to pay a total of $60 million, which is covered through a combination of the Company’s Director & Officer (“D&O”) insurance and the balance of the Company’s $10 million retention on the primary D&O policy. The Stipulation does not constitute an admission of fault or wrongdoing by the Company or its executives. On November 19, 2024, the court granted final approval of the Stipulation and dismissed the lawsuit in its entirety, with prejudice.
Additionally, two purported shareholders filed derivative lawsuits on behalf of the Company in the United States District Court for the Northern District of California against certain of its current and former executive officers and directors, captioned O’Dell v. McKinnon et al., No. 3:22-cv-07480 (filed Nov. 28, 2022) and LR Trust v. McKinnon et al., No. 3:22-cv-08627 (filed Dec. 13, 2022) (together, the “California Federal Derivative Actions”). The California Federal Derivative Actions allege, among other things, that the defendants breached their fiduciary duties by making false or misleading statements or omissions concerning the Company’s cybersecurity controls, vulnerability to data breaches and the Company’s integration of Auth0. The California Federal Derivative Actions seek orders permitting the plaintiffs to maintain the actions derivatively on behalf of the Company, awarding unspecified damages allegedly sustained by the Company, awarding restitution from the individual defendants and requiring the Company to make certain reforms to its corporate governance and controls. On February 22, 2023, the court entered a stipulated order consolidating the California Federal Derivative Actions, appointing co-lead counsel for plaintiffs and staying the consolidated California Federal Derivative Actions during the pendency of the motion to dismiss in the securities class action lawsuit. The consolidated California Federal Derivative Actions are captioned
In re Okta, Inc. Stockholder Derivative Litigation, No. 3:22-cv-07480. On May 9, 2023, the court entered a stipulated order continuing the stay through the close of discovery in the securities class action lawsuit and, on January 27, 2025, the court entered an order continuing the stay.
On April 14, 2023, another shareholder filed a substantially similar derivative lawsuit in the United States District Court for the District of Delaware against certain of the Company’s current and former executive officers and directors, captioned Buono v. McKinnon et al., No. 1:23-cv-00413 (the “Buono Action”). On May 31, 2023, the court entered a stipulated order whereby the defendants agreed to accept service and stay the Buono Action through the close of discovery in the securities class action lawsuit.
On January 25, 2024, another shareholder filed a substantially similar derivative lawsuit in the United States District Court for the District of Delaware against certain of the Company’s current and former executive officers and directors, captioned Nasr v. McKinnon, et al., No. 1:24-cv-00106 (together with the Buono Action, the “Delaware Federal Derivative Actions”). On March 18, 2024, the court entered a stipulated order whereby the defendants agreed to accept service and stay the derivative action through the close of discovery in the securities class action lawsuit.
On July 1, 2024, another shareholder filed a substantially similar derivative lawsuit in the Court of Chancery for the State of Delaware (the “Delaware Chancery Court”) against certain of the Company’s current and former executive officers and directors, captioned Grimaldi v. McKinnon, et al., C.A. No. 2024-0685-PAF (the “Grimaldi Action”). On July 19, 2024, the Delaware Chancery Court entered a stipulated order whereby the defendants agreed to accept service and to stay the derivative action through final approval of the settlement in the securities class action lawsuit.
On October 18, 2024, another shareholder filed a substantially similar derivative lawsuit in the Delaware Chancery Court against certain of the Company’s current and former executive officers and directors, captioned Duprat v. McKinnon, et al., C.A. No. 2024-1072-PAF (the “Duprat Action”). On November 8, 2024, the Delaware Chancery Court entered a stipulated order where the defendants agreed to accept service in the Duprat Action; the Grimaldi Action and the Duprat Action were consolidated (the “Delaware Chancery Actions”); and the Delaware Chancery Actions were stayed pursuant to the terms previously entered in the Grimaldi Action.
On January 10, 2025, the Company and defendants agreed in principle to the non-monetary terms of a global resolution of the California Federal Derivative Actions, the Delaware Federal Derivative Actions and the Delaware Chancery Actions (collectively, the “Derivative Actions”), and executed a Memorandum of Understanding in connection therewith containing the agreed-upon material, non-monetary terms of the proposed settlement. The parties in the Derivative Actions subsequently agreed that the Company would not oppose a fee award to plaintiffs’ counsel of $2.25 million, which the Company, as part of the final settlement documentation, will agree to cause its D&O insurers to pay. The parties in the Derivative Actions executed a Stipulation of Settlement on June 26, 2025, and the plaintiffs in the consolidated California Federal Derivative Actions filed a motion for preliminary approval of the proposed settlement on July 1, 2025. On August 18, 2025, the court in the consolidated California Federal Derivative Actions granted preliminary approval of the proposed settlement. The proposed settlement remains subject to final approval, and the court in the consolidated California Federal Derivative Actions has set a final settlement approval hearing for October 24, 2025.
Warranties and Indemnification
To date, the Company has not incurred significant costs and has not accrued any material liabilities in the accompanying condensed consolidated financial statements as a result of its warranty and indemnification obligations.
v3.25.2
Employee Incentive Plans
 6 Months Ended
Jul. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Employee Incentive Plans Employee Incentive Plans
The Company’s equity incentive plans provide for granting stock options, restricted stock units (“RSUs”), restricted stock awards (“RSAs”) to employees, consultants, officers and directors and RSUs with market-based vesting conditions to certain executives. In addition, the Company offers an Employee Stock Purchase Plan (“ESPP”) to eligible employees.
Stock-based compensation expense was recorded in the following cost and expense categories in the Company’s condensed consolidated statements of operations:
 Three Months Ended
July 31,		Six Months Ended
July 31,
 2025202420252024
(dollars in millions)
Cost of revenue    
Subscription$21 $22 $38 $41 
Professional services and other2 3 5 6 
Research and development51 56 98 119 
Sales and marketing35 36 67 66 
General and administrative35 31 64 67 
Total$144 $148 $272 $299 
The following table presents total unrecognized stock-based compensation expense related to outstanding equity awards as of July 31, 2025:
 Unrecognized Stock-based Compensation Expense
(in millions)		Weighted-average remaining period
(in years)
Unvested RSUs$781 1.9 years
Unvested RSAs12 1.6 years
ESPP7 0.5 years
Total$800 
Market-based Restricted Stock Units
In March 2025, the Company granted market-based RSUs to certain members of management. The target number of market-based RSUs granted was 322,599. One-third of these market-based RSUs vest over each of a one-, two- and three-year performance period, each starting on February 1, 2025. The number of shares that can be earned ranges from 0% to 200% of the target number of shares based on the relative performance of the per share price of the Company’s common stock as compared to the Nasdaq Composite Index over the respective performance periods and subject to continuous employment through the vesting dates. The $196.20 average grant date fair value per target market-based RSU was determined using a Monte Carlo simulation approach. Compensation expense for awards with market conditions is recognized over the service period using the accelerated attribution method and is not reversed if the market condition is not met.
v3.25.2
Income Taxes
 6 Months Ended
Jul. 31, 2025
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
For the three months ended July 31, 2025, the Company recorded an insignificant provision for income taxes on pretax income of $67 million. For the six months ended July 31, 2025, the Company recorded a provision for income taxes of $6 million on pretax income of $135 million. The effective tax rate for the three and six months ended July 31, 2025 was approximately 0.5% and 4.6%, respectively. The effective tax rate differs from the statutory rate primarily as a result of a full valuation allowance against the U.S. deferred tax assets, the favorable tax impact of the “One Big Beautiful Bill Act” (the “Act”), the tax effect of foreign operations, and other U.S. federal and state taxes.
The Act was enacted on July 4, 2025. The Act, among other provisions, maintains the U.S. federal 21% corporate tax rate, makes permanent the immediate expensing of domestic research and development expenditures, allows for 100% bonus depreciation for qualified assets, and modifies the U.S. taxation of profits derived from foreign operations. The provisions of the Act have staggered effective dates beginning in 2025 and continuing through 2027.
In accordance with U.S. GAAP, the effects of changes in tax laws are recognized in the period of enactment. As a result, the Company evaluated the impact of the Act on its condensed consolidated financial statements.
Consequently, the Company’s provision for income tax was computed to reflect the enactment of the Act resulting in a cumulative decrease to income tax expense of $5 million recorded during the three months ended July 31, 2025. This decrease is primarily attributable to the provision, under the Act, for immediate expensing of domestic research and development expenditures.
For the three and six months ended July 31, 2024, the Company recorded a provision for (benefit from) income taxes of $(17) million and $1 million on a pretax income of $12 million and pretax loss of $10 million, respectively. The effective tax rate for the three and six months ended July 31, 2024 was approximately (158.8)% and (2.5)%, respectively. The effective tax rate differs from the statutory rate primarily as a result of a full valuation allowance against the U.S. deferred tax assets, the tax effect of foreign operations, the tax impacts of the Spera Cybersecurity, Inc. and its subsidiary (collectively, “Spera”) integration, and U.S. federal and state taxes.
v3.25.2
Net Income (Loss) Per Share
 6 Months Ended
Jul. 31, 2025
Earnings Per Share [Abstract]  
Net Income (Loss) Per Share Net Income (Loss) Per Share
The following tables present the calculation of basic and diluted net income (loss) per share. Net income (loss) is reported in millions and rounded from amounts in thousands; as a result, net income (loss) per share may not recalculate exactly due to rounding.
 Three Months Ended
July 31,
 20252024
 Class A Class BClass A Class B
(dollars in millions, shares in thousands, except per share data)
Basic net income per share:
Numerator: 
Net income, basic
$64 $3 $28 $1 
Denominator:
Weighted-average shares outstanding, basic
167,615 7,845 161,310 7,302 
Net income per share, basic
$0.38 $0.38 $0.18 $0.18 
Diluted net income per share:
Numerator:
Net income
$64 $3 $28 $1 
Interest and other1
— — (3)— 
Reallocation of net income as a result of assumed conversion of Class B to Class A common shares3 — 1 — 
Net income, diluted
$67 $3 $26 $1 
Denominator:
Number of shares used in basic calculation
167,615 7,845 161,310 7,302 
Weighted-average effect of diluted securities related to:
Employee share-based awards
2,642 456 2,289 3,436 
Convertible senior notes
2,408 — 106 — 
Assumed conversion of Class B to Class A common shares
8,301 — 10,738 — 
Number of shares used in diluted calculation
180,966 8,301 174,443 10,738 
Net income per share, diluted
$0.37 $0.37 $0.15 $0.12 
1 Under the if-converted method, net income is adjusted to reflect the assumption that the convertible senior notes were converted at the beginning of the period.
Six Months Ended
July 31,
20252024
Class A Class BClass A Class B
(dollars in millions, shares in thousands, except per share data)
Basic net income (loss) per share:
Numerator:
Net income (loss), basic
$123 $6 $(10)$(1)
Denominator:
Weighted-average shares outstanding, basic
166,934 7,893 160,749 7,296 
Net income (loss) per share, basic
$0.74 $0.74 $(0.06)$(0.06)
Diluted net income (loss) per share:
Numerator:
Net income (loss)
$123 $6 $(10)$(1)
Interest and other1
2 — — — 
Reallocation of net income as a result of assumed conversion of Class B to Class A common shares6 — — — 
Net income (loss), diluted$131 $6 $(10)$(1)
Denominator:
Number of shares used in basic calculation
166,934 7,893 160,749 7,296 
Weighted-average effect of diluted securities related to:
Employee share-based awards
2,634 621 — — 
Convertible senior notes
3,274 — — — 
Assumed conversion of Class B to Class A common shares
8,514 — — — 
Number of shares used in diluted calculation
181,356 8,514 160,749 7,296 
Net income (loss) per share, diluted
$0.72 $0.72 $(0.06)$(0.06)
1 Under the if-converted method, net income is adjusted to reflect the assumption that the convertible senior notes were converted at the beginning of the period.
Potentially dilutive securities excluded because they would be anti-dilutive were as follows:
Three Months Ended
July 31,		Six Months Ended
July 31,
 2025202420252024
(shares in thousands)
Employee share-based awards
1,227 3,021 2,835 15,506 
Convertible senior notes
— 5,292 — 5,292 
Total
1,227 8,313 2,835 20,798 
The Company entered into capped call transactions in connection with the issuance of the convertible senior notes. The effect of the capped calls was also excluded from the calculation of diluted net income per share as the effect of the capped calls would have been anti-dilutive.
v3.25.2
Subsequent Events
 6 Months Ended
Jul. 31, 2025
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
On August 25, 2025, the Company entered into a definitive agreement to acquire Axiom Security Ltd, a privately held company specializing in privileged access management solutions. The acquisition is expected to broaden the Company's privileged access management capabilities. The transaction is expected to close in the third quarter of fiscal 2026, subject to the satisfaction of customary closing conditions and will be financed with cash on hand. The acquisition is not expected to have a material impact to the Company's fiscal 2026 financial results.
v3.25.2
Insider Trading Arrangements
 3 Months Ended
Jul. 31, 2025
shares
Trading Arrangements, by Individual  
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
Larissa Schwartz [Member]  
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement Larissa Schwartz, Chief Legal Officer and Corporate Secretary, adopted a 10b5-1 Plan on July 3, 2025 that provides for the sale of up to 14,163 shares of our Class A common stock, plus an indeterminable number of shares to be acquired upon the future vesting of RSUs. The 10b5-1 Plan provides for sales from October 8, 2025 until all shares are sold or September 30, 2026, whichever occurs first.
Name Larissa Schwartz
Title Chief Legal Officer and Corporate Secretary
Rule 10b5-1 Arrangement Adopted true
Adoption Date July 3, 2025
Expiration Date September 30, 2026
Arrangement Duration 357 days
Aggregate Available 14,163
Brett Tighe [Member]  
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement Brett Tighe, Chief Financial Officer, adopted a 10b5-1 Plan on July 15, 2025 that provides for the sale of up to 40,000 shares of our Class A common stock. The 10b5-1 Plan provides for sales from December 8, 2025 until all shares are sold or January 27, 2026, whichever occurs first.
Name Brett Tighe
Title Chief Financial Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date July 15, 2025
Expiration Date January 27, 2026
Arrangement Duration 50 days
Aggregate Available 40,000
v3.25.2
Accounting Standards and Significant Accounting Policies (Policies)
 6 Months Ended
Jul. 31, 2025
Accounting Policies [Abstract]  
Basis of Presentation The accompanying unaudited condensed consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiaries, have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim periods. Accordingly, they do not include all of the financial information and footnotes required by GAAP for complete financial statements.
Principles of Consolidation All intercompany balances and transactions have been eliminated in consolidation.
Fiscal Period The Company’s fiscal year ends on January 31. References to fiscal 2026, for example, refer to the fiscal year ending January 31, 2026.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period presentation.
Segments
The Company conducts business globally and is managed, operated and organized by major functional departments that operate on a consolidated basis. As a result, the Company operates as one reportable segment. The Company employs a SaaS business model and generates revenue primarily by selling multi-year subscriptions to its cloud-based offerings.
The Company’s chief operating decision maker ("CODM") is the chief executive officer. The CODM utilizes consolidated GAAP and non-GAAP measures of profit and loss to evaluate the Company's overall performance and inform resource allocation to support strategic priorities and capital allocation needs. The profit and loss measure most consistent with GAAP used by the CODM is consolidated net income (loss).
The CODM is regularly provided with budgeted expense information and consolidated expense data. Accordingly, significant segment expenses are inherently reflected in the condensed consolidated financial statements and related notes.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Estimates are based on historical experience and on other assumptions that management believes are reasonable under the circumstances. Actual results could vary from those estimates. The Company’s most significant estimates include the valuation of deferred income tax assets,
uncertain tax positions, assets and liabilities acquired in business combinations and loss contingencies related to litigation.
Recent Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued guidance to provide disaggregated income tax disclosures on the rate reconciliation and income taxes paid. This guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company intends to adopt this guidance in its Annual Report on Form 10-K for the year ended January 31, 2026 and expects the adoption of the updated guidance to result in disclosure of additional disaggregated tax information.
In November 2024, the FASB issued guidance requiring the disclosure, in the notes to financial statements, of specified disaggregated income statement expense information. This guidance is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this guidance.
v3.25.2
Restructuring and Other Charges (Tables)
 6 Months Ended
Jul. 31, 2025
Restructuring and Related Activities [Abstract]  
Schedule of Restructuring Reserve
The following table summarizes the Company’s restructuring liability related to the 2025 Restructuring Plan that is included in Accrued expenses and other current liabilities on the condensed consolidated balance sheets:
Severance and termination benefit costs
(dollars in millions)
Balance as of January 31, 2025
$11 
Restructuring charges— 
Cash payments(11)
Balance as of July 31, 2025
$— 
v3.25.2
Cash Equivalents and Investments (Tables)
 6 Months Ended
Jul. 31, 2025
Investments, Debt and Equity Securities [Abstract]  
Schedule of Amortized Costs, Unrealized Gains and Losses and Estimated Fair Value of Cash Equivalents and Short-term Investments
The following tables present the estimated fair value of cash equivalents and short-term investments:
 As of July 31, 2025As of January 31, 2025
 
(dollars in millions)
Cash equivalents: 
Money market funds (Level 1)
$654 $225 
Certificates of deposit (Level 2)
34 23 
U.S. treasury securities (Level 2)
6 — 
Total cash equivalents694 248 
Level 2:
Short-term investments (Available-for-sale):
U.S. treasury securities1,680 1,788 
Corporate debt securities249 281 
Certificates of deposit53 45 
Total short-term investments1,982 2,114 
Total$2,676 $2,362 
Schedule of Contractual Maturities of Short-term Investments
The following table presents the contractual maturities of the Company’s short-term investments:
As of July 31, 2025
 
Estimated Fair Value
(dollars in millions)
Due within one year$1,608 
Due between one to five years374 
 Total$1,982 
v3.25.2
Convertible Senior Notes, Net (Tables)
 6 Months Ended
Jul. 31, 2025
Debt Disclosure [Abstract]  
Schedule of Debt
The net carrying amount of the Notes consisted of the following:
As of July 31, 2025As of January 31, 2025
(dollars in millions)
2025 Notes:
Principal$510 $510 
Less: unamortized debt issuance costs— (1)
Net carrying amount$510 $509 
2026 Notes:
Principal$350 $350 
Less: unamortized debt issuance costs(1)(1)
Net carrying amount$349 $349 
Schedule of Carrying Amounts and Estimated Fair Values of Convertible Note
The following table presents the principal amounts and estimated fair values of the Notes, which are not recorded at fair value on the condensed consolidated balance sheets:
 As of July 31, 2025
 Principal Amount
Estimated Fair Value 
(dollars in millions)
2025 Notes$510 $508 
2026 Notes$350 $336 
v3.25.2
Employee Incentive Plans (Tables)
 6 Months Ended
Jul. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Schedule of Stock-based Compensation Expense by Statement of Operations Location
Stock-based compensation expense was recorded in the following cost and expense categories in the Company’s condensed consolidated statements of operations:
 Three Months Ended
July 31,		Six Months Ended
July 31,
 2025202420252024
(dollars in millions)
Cost of revenue    
Subscription$21 $22 $38 $41 
Professional services and other2 3 5 6 
Research and development51 56 98 119 
Sales and marketing35 36 67 66 
General and administrative35 31 64 67 
Total$144 $148 $272 $299 
Schedule of Unrecognized Stock-based Compensation Expense
The following table presents total unrecognized stock-based compensation expense related to outstanding equity awards as of July 31, 2025:
 Unrecognized Stock-based Compensation Expense
(in millions)		Weighted-average remaining period
(in years)
Unvested RSUs$781 1.9 years
Unvested RSAs12 1.6 years
ESPP7 0.5 years
Total$800 
v3.25.2
Net Income (Loss) Per Share (Tables)
 6 Months Ended
Jul. 31, 2025
Earnings Per Share [Abstract]  
Schedule of Basic and Diluted Net Loss Per Share
The following tables present the calculation of basic and diluted net income (loss) per share. Net income (loss) is reported in millions and rounded from amounts in thousands; as a result, net income (loss) per share may not recalculate exactly due to rounding.
 Three Months Ended
July 31,
 20252024
 Class A Class BClass A Class B
(dollars in millions, shares in thousands, except per share data)
Basic net income per share:
Numerator: 
Net income, basic
$64 $3 $28 $1 
Denominator:
Weighted-average shares outstanding, basic
167,615 7,845 161,310 7,302 
Net income per share, basic
$0.38 $0.38 $0.18 $0.18 
Diluted net income per share:
Numerator:
Net income
$64 $3 $28 $1 
Interest and other1
— — (3)— 
Reallocation of net income as a result of assumed conversion of Class B to Class A common shares3 — 1 — 
Net income, diluted
$67 $3 $26 $1 
Denominator:
Number of shares used in basic calculation
167,615 7,845 161,310 7,302 
Weighted-average effect of diluted securities related to:
Employee share-based awards
2,642 456 2,289 3,436 
Convertible senior notes
2,408 — 106 — 
Assumed conversion of Class B to Class A common shares
8,301 — 10,738 — 
Number of shares used in diluted calculation
180,966 8,301 174,443 10,738 
Net income per share, diluted
$0.37 $0.37 $0.15 $0.12 
1 Under the if-converted method, net income is adjusted to reflect the assumption that the convertible senior notes were converted at the beginning of the period.
Six Months Ended
July 31,
20252024
Class A Class BClass A Class B
(dollars in millions, shares in thousands, except per share data)
Basic net income (loss) per share:
Numerator:
Net income (loss), basic
$123 $6 $(10)$(1)
Denominator:
Weighted-average shares outstanding, basic
166,934 7,893 160,749 7,296 
Net income (loss) per share, basic
$0.74 $0.74 $(0.06)$(0.06)
Diluted net income (loss) per share:
Numerator:
Net income (loss)
$123 $6 $(10)$(1)
Interest and other1
2 — — — 
Reallocation of net income as a result of assumed conversion of Class B to Class A common shares6 — — — 
Net income (loss), diluted$131 $6 $(10)$(1)
Denominator:
Number of shares used in basic calculation
166,934 7,893 160,749 7,296 
Weighted-average effect of diluted securities related to:
Employee share-based awards
2,634 621 — — 
Convertible senior notes
3,274 — — — 
Assumed conversion of Class B to Class A common shares
8,514 — — — 
Number of shares used in diluted calculation
181,356 8,514 160,749 7,296 
Net income (loss) per share, diluted
$0.72 $0.72 $(0.06)$(0.06)
1 Under the if-converted method, net income is adjusted to reflect the assumption that the convertible senior notes were converted at the beginning of the period.
Schedule of Potentially Dilutive Securities Excluded from Diluted Per Share Calculation
Potentially dilutive securities excluded because they would be anti-dilutive were as follows:
Three Months Ended
July 31,		Six Months Ended
July 31,
 2025202420252024
(shares in thousands)
Employee share-based awards
1,227 3,021 2,835 15,506 
Convertible senior notes
— 5,292 — 5,292 
Total
1,227 8,313 2,835 20,798 
v3.25.2
Overview and Basis of Presentation (Details)
 6 Months Ended
Jul. 31, 2025
tradingDay
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Number of operating segments 1
Number of reportable segments 1
v3.25.2
Restructuring and Other Charges - Narrative (Details) - 2025 Restructuring Plan
$ in Millions
 3 Months Ended
Jan. 31, 2025
USD ($)
employee
Restructuring Cost and Reserve [Line Items]  
Restructuring cost, number of positions eliminated | employee 180
Restructuring charges | $ $ 11
v3.25.2
Restructuring and Other Charges - Schedule of Restructuring Reserve (Details) - Severance and termination benefit costs
$ in Millions
 6 Months Ended
Jul. 31, 2025
USD ($)
Restructuring Reserve [Roll Forward]  
Beginning balance $ 11
Restructuring charges 0
Cash payments (11)
Ending balance $ 0
v3.25.2
Cash Equivalents and Investments - Schedule of Amortized Costs, Unrealized Gains and Losses and Estimated Fair Value of Cash Equivalents and Short-term Investments (Details) - USD ($)
$ in Millions
Jul. 31, 2025
Jan. 31, 2025
Cash and Cash Equivalents [Line Items]    
Total cash equivalents $ 694 $ 248
Total short-term investments 1,982 2,114
Total 2,676 2,362
U.S. treasury securities | Level 2    
Cash and Cash Equivalents [Line Items]    
Total short-term investments 1,680 1,788
Corporate debt securities | Level 2    
Cash and Cash Equivalents [Line Items]    
Total short-term investments 249 281
Certificates of deposit | Level 2    
Cash and Cash Equivalents [Line Items]    
Total short-term investments 53 45
Money market funds | Level 1    
Cash and Cash Equivalents [Line Items]    
Total cash equivalents 654 225
Certificates of deposit | Level 2    
Cash and Cash Equivalents [Line Items]    
Total cash equivalents 34 23
U.S. treasury securities | Level 2    
Cash and Cash Equivalents [Line Items]    
Total cash equivalents $ 6 $ 0
v3.25.2
Cash Equivalents and Investments - Schedule of Contractual Maturities of Short-term Investments (Details) - USD ($)
$ in Millions
Jul. 31, 2025
Jan. 31, 2025
Estimated Fair Value    
Due within one year $ 1,608  
Due between one to five years 374  
Estimated fair value $ 1,982 $ 2,114
v3.25.2
Cash Equivalents and Investments - Narrative (Details) - USD ($)
$ in Millions
Jul. 31, 2025
Jan. 31, 2025
Investments, Debt and Equity Securities [Abstract]    
Interest receivable $ 24 $ 24
Strategic investments without a readily determinable fair value $ 33 $ 30
v3.25.2
Deferred Commissions (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jul. 31, 2025
Jul. 31, 2024
Jul. 31, 2025
Jul. 31, 2024
Revenue from Contract with Customer [Abstract]        
Sales commissions capitalized as contract costs $ 48 $ 33 $ 80 $ 59
Amortization of contract costs $ 40 $ 32 $ 76 $ 62
v3.25.2
Deferred Revenue and Performance Obligations (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jul. 31, 2025
Jul. 31, 2024
Jul. 31, 2025
Jul. 31, 2024
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]        
Revenue from remaining performance obligations $ 4,152   $ 4,152  
Subscription        
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]        
Revenue recognized that was included in the contract liability balance 651 $ 578 1,144 $ 1,008
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-08-01        
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]        
Revenue from remaining performance obligations $ 2,265   $ 2,265  
Remaining performance obligation, percentage 55.00%   55.00%  
Performance obligations expected to be satisfied, expected timing 12 months   12 months  
v3.25.2
Convertible Senior Notes, Net - Schedule of Convertible Debt (Details) - Senior Notes - USD ($)
$ in Millions
Jul. 31, 2025
Jan. 31, 2025
2025 Notes    
Debt Instrument [Line Items]    
Principal $ 510 $ 510
Less: unamortized debt issuance costs 0 (1)
Net carrying amount 510 509
2026 Notes    
Debt Instrument [Line Items]    
Principal 350 350
Less: unamortized debt issuance costs (1) (1)
Net carrying amount $ 349 $ 349
v3.25.2
Convertible Senior Notes, Net - Schedule of Carrying Amounts and Estimated Fair Values of Convertible Note (Details) - Senior Notes
$ in Millions
Jul. 31, 2025
USD ($)
2025 Notes | Principal Amount  
Debt Instrument [Line Items]  
Convertible senior notes $ 510
2025 Notes | Estimated Fair Value   
Debt Instrument [Line Items]  
Convertible senior notes 508
2026 Notes | Principal Amount  
Debt Instrument [Line Items]  
Convertible senior notes 350
2026 Notes | Estimated Fair Value   
Debt Instrument [Line Items]  
Convertible senior notes $ 336
v3.25.2
Commitments and Contingencies (Details)
 1 Months Ended
Jan. 10, 2025
USD ($)
May 28, 2024
USD ($)
Dec. 13, 2022
plaintiff
Jul. 31, 2025
USD ($)
Jan. 31, 2025
USD ($)
Securities Litigation          
Other Commitments [Line Items]          
Litigation settlement, amount awarded to other party   $ 60,000,000      
Retention amount   $ 10,000,000      
Derivative Lawsuit          
Other Commitments [Line Items]          
Litigation settlement, amount awarded to other party $ 2,250,000        
Number of plaintiffs | plaintiff     2    
Letter of Credit          
Other Commitments [Line Items]          
Letters of credit issued and outstanding       $ 5,000,000 $ 6,000,000
Draws on line of credit       $ 0  
v3.25.2
Employee Incentive Plans - Schedule of Stock-based Compensation Expense by Statement of Operations Location (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jul. 31, 2025
Jul. 31, 2024
Jul. 31, 2025
Jul. 31, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense $ 144 $ 148 $ 272 $ 299
Subscription        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense 21 22 38 41
Professional services and other        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense 2 3 5 6
Research and development        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense 51 56 98 119
Sales and marketing        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense 35 36 67 66
General and administrative        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock-based compensation expense $ 35 $ 31 $ 64 $ 67
v3.25.2
Employee Incentive Plans - Schedule of Unrecognized Stock-based Compensation Expense (Details)
$ in Millions
 6 Months Ended
Jul. 31, 2025
USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Total $ 800
RSUs  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Unrecognized stock-based compensation expense $ 781
Weighted-average remaining period (in years) 1 year 10 months 24 days
RSAs  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Unrecognized stock-based compensation expense $ 12
Weighted-average remaining period (in years) 1 year 7 months 6 days
ESPP  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Unrecognized stock-based compensation expense $ 7
Weighted-average remaining period (in years) 6 months
v3.25.2
Employee Incentive Plans - Narrative (Details) - Market-Based RSUs
 1 Months Ended
Mar. 31, 2025
$ / shares
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Number of shares granted in period | shares 322,599
Award vesting period 3 years
Granted (in dollars per share) | $ / shares $ 196.20
Performance Period One  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Vesting percentage earned by employees after each completed year of service 33.00%
Performance Period Two  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Vesting percentage earned by employees after each completed year of service 33.00%
Performance Period Three  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Vesting percentage earned by employees after each completed year of service 33.00%
Minimum  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Earn rate, percent of shares granted 0.00%
Maximum  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Earn rate, percent of shares granted 200.00%
v3.25.2
Income Taxes (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jul. 31, 2025
Jul. 31, 2024
Jul. 31, 2025
Jul. 31, 2024
Effective Income Tax Rate Reconciliation [Line Items]        
Provision for (benefit from) income taxes $ 0 $ (17) $ 6 $ 1
Pretax income (loss) $ 67 $ 12 $ 135 $ (10)
Effective income tax rate 0.50%   4.60%  
One Big Beautiful Bill Act, income tax benefit $ 5      
Netting        
Effective Income Tax Rate Reconciliation [Line Items]        
Effective income tax rate   (158.80%)   (2.50%)
v3.25.2
Net Income (Loss) Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Millions
 3 Months Ended 6 Months Ended
Jul. 31, 2025
Jul. 31, 2024
Jul. 31, 2025
Jul. 31, 2024
Denominator:        
Weighted-average shares outstanding, basic (in shares) 175,460 168,612 174,827 168,045
Net income (loss) per share, basic (in dollars per share) $ 0.38 $ 0.18 $ 0.74 $ (0.06)
Denominator:        
Weighted-average shares outstanding, basic (in shares) 175,460 168,612 174,827 168,045
Weighted-average effect of diluted securities related to:        
Number of shares used in diluted calculation 180,966 174,443 181,356 168,045
Net income (loss) per share, diluted (in dollars per share) $ 0.37 $ 0.15 $ 0.72 $ (0.06)
Class A        
Numerator:        
Net income (loss), basic $ 64 $ 28 $ 123 $ (10)
Denominator:        
Weighted-average shares outstanding, basic (in shares) 167,615 161,310 166,934 160,749
Net income (loss) per share, basic (in dollars per share) $ 0.38 $ 0.18 $ 0.74 $ (0.06)
Numerator:        
Net income (loss), basic $ 64 $ 28 $ 123 $ (10)
Interest and other 0 (3) 2 0
Reallocation of net income as a result of assumed conversion of Class B to Class A common shares 3 1 6 0
Net income (loss), diluted $ 67 $ 26 $ 131 $ (10)
Denominator:        
Weighted-average shares outstanding, basic (in shares) 167,615 161,310 166,934 160,749
Weighted-average effect of diluted securities related to:        
Employee share-based awards (in shares) 2,642 2,289 2,634 0
Convertible senior notes (in shares) 2,408 106 3,274 0
Assumed conversion of Class B to Class A common shares (in shares) 8,301 10,738 8,514 0
Number of shares used in diluted calculation 180,966 174,443 181,356 160,749
Net income (loss) per share, diluted (in dollars per share) $ 0.37 $ 0.15 $ 0.72 $ (0.06)
Class B        
Numerator:        
Net income (loss), basic $ 3 $ 1 $ 6 $ (1)
Denominator:        
Weighted-average shares outstanding, basic (in shares) 7,845 7,302 7,893 7,296
Net income (loss) per share, basic (in dollars per share) $ 0.38 $ 0.18 $ 0.74 $ (0.06)
Numerator:        
Net income (loss), basic $ 3 $ 1 $ 6 $ (1)
Interest and other 0 0 0 0
Reallocation of net income as a result of assumed conversion of Class B to Class A common shares 0 0 0 0
Net income (loss), diluted $ 3 $ 1 $ 6 $ (1)
Denominator:        
Weighted-average shares outstanding, basic (in shares) 7,845 7,302 7,893 7,296
Weighted-average effect of diluted securities related to:        
Employee share-based awards (in shares) 456 3,436 621 0
Convertible senior notes (in shares) 0 0 0 0
Assumed conversion of Class B to Class A common shares (in shares) 0 0 0 0
Number of shares used in diluted calculation 8,301 10,738 8,514 7,296
Net income (loss) per share, diluted (in dollars per share) $ 0.37 $ 0.12 $ 0.72 $ (0.06)
v3.25.2
Net Income (Loss) Per Share - Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Per Share (Details) - shares
shares in Thousands
 3 Months Ended 6 Months Ended
Jul. 31, 2025
Jul. 31, 2024
Jul. 31, 2025
Jul. 31, 2024
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from computation of earnings per share (in shares) 1,227 8,313 2,835 20,798
Employee share-based awards        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from computation of earnings per share (in shares) 1,227 3,021 2,835 15,506
Convertible senior notes        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from computation of earnings per share (in shares) 0 5,292 0 5,292