As filed with the U.S. Securities and Exchange Commission on March 5, 2025
Registration No. 333-        
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
Okta, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware26-4175727
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification Number)
100 First Street, Suite 600
San Francisco, California 94105
(Address of Registrant’s Principal Executive Offices)
 
2017 Equity Incentive Plan
2017 Employee Stock Purchase Plan     
(Full title of the plan)
 
Todd McKinnon
Chief Executive Officer
Okta, Inc.
100 First Street, Suite 600
San Francisco, California 94105
(888) 722-7871
(Name, address and telephone number of agent for service)
 
Copies to:
 
Richard A. Kline
Sarah Axtell
Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025
(650) 328-4600
Larissa Schwartz
Chief Legal Officer
Okta, Inc.
100 First Street, Suite 600
San Francisco, California 94105
(888) 722-7871
 
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
  Emerging growth company☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐
 
 
 


REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement on Form S-8 is being filed by Okta, Inc. (the “Registrant”) to register 8,672,981 additional shares of the Registrant’s Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), reserved for issuance under the Registrant’s 2017 Equity Incentive Plan (the “2017 Plan”) and 1,734,596 additional shares of Class A Common Stock reserved for issuance under the Registrant’s 2017 Employee Stock Purchase Plan (the “2017 ESPP”).
Pursuant to General Instruction E of Form S-8 regarding Registration of Additional Securities, the contents of the Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on March 1, 2024 (File No. 333-277591), March 3, 2023 (File No. 333-270276), March 7, 2022 (File No. 333-263351), May 10, 2021 (File No. 333-255939), March 4, 2021 (File No. 333-253888), March 6, 2020 (File No. 333-236931), March 14, 2019 (File No. 333-230288), March 12, 2018 (File No. 333-223598) and April 7, 2017 (File No. 333-217188) are hereby incorporated by reference in this Registration Statement to the extent not replaced hereby.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 to be contained in the Section 10(a) prospectus is not being filed with or included in this Registration Statement (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Commission. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by the Registrant are incorporated by reference into this Registration Statement:
(a)    The Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025 (the “Annual Report”), filed with the Commission on March 5, 2025 pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
(b)    All other reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act (other than the reports, or portions thereof, deemed to have been furnished and not filed with the Commission) since the end of the fiscal year covered by the Annual Report referred to in (a) above; and
(c)    The description of the Registrant’s Class A Common Stock contained in Exhibit 4.6 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2020, filed with the Commission on March 6, 2020 pursuant to Section 13(a) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment to the Registration Statement which indicates that all of the shares registered hereunder have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
 




Item 8. Exhibits.
 
 
(1)    Filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-216654), filed previously with the Commission on March 13, 2017 and incorporated by reference herein.
(2)    Filed as Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-216654), as amended, filed previously with the Commission on March 27, 2017 and incorporated by reference herein.
(3)    Filed as Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-216654), as amended, filed previously with the Commission on March 27, 2017 and incorporated by reference herein.
    



SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in San Francisco, California, on March 5, 2025.
 
OKTA, INC.
By:/s/ Todd McKinnon
 
Todd McKinnon
Chief Executive Officer and Director
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Todd McKinnon and Brett Tighe, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 of Okta, Inc., and any or all amendments (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
 
SignatureTitle Date
/s/ Todd McKinnon
Todd McKinnon
  
Chief Executive Officer and Director
(Principal Executive Officer)
March 5, 2025
/s/ Brett Tighe
Brett Tighe
  Chief Financial Officer
(Principal Financial Officer)
March 5, 2025
/s/ Shibu Ninan
Shibu Ninan
Chief Accounting Officer
(Principal Accounting Officer)
March 5, 2025
/s/ Shellye Archambeau
Shellye Archambeau
  Director
March 5, 2025
/s/ Anthony Bates
Anthony Bates
Director
March 5, 2025
/s/ Emilie Choi
Emilie Choi
Director
March 5, 2025
/s/ Robert L. Dixon, Jr.
Robert L. Dixon, Jr.
Director
March 5, 2025
/s/ Jeff Epstein
Jeff Epstein
Director
March 5, 2025
/s/ Benjamin Horowitz
Benjamin Horowitz
  Director
March 5, 2025
/s/ J. Frederic Kerrest
J. Frederic Kerrest
Director
March 5, 2025
/s/ Rebecca Saeger
Rebecca Saeger
  Director
March 5, 2025
/s/ Michael Stankey
Michael Stankey
  Director
March 5, 2025

S-8 S-8 EX-FILING FEES 0001660134 Okta, Inc. Fees to be Paid Fees to be Paid 0001660134 2025-03-05 2025-03-05 0001660134 1 2025-03-05 2025-03-05 0001660134 2 2025-03-05 2025-03-05 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-8

Okta, Inc.

Table 1: Newly Registered Securities

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

1 Equity Class A Common Stock, $0.0001 par value per share, 2017 Equity Incentive Plan Other 8,672,981 $ 89.52 $ 776,405,260.00 0.0001531 $ 118,867.65
2 Equity Class A Common Stock, $0.0001 par value per share, 2017 Employee Stock Purchase Plan Other 1,734,596 $ 76.09 $ 131,985,410.00 0.0001531 $ 20,206.97

Total Offering Amounts:

$ 908,390,670.00

$ 139,074.62

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 139,074.62

Offering Note

1

(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall also cover any additional shares of the Registrant's Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), that become issuable under the Registrant's 2017 Equity Incentive Plan (the "2017 Plan") and the Registrant's 2017 Employee Stock Purchase Plan (the "2017 ESPP") by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Class A Common Stock. (2) Represents shares of Class A Common Stock that were automatically added to the shares authorized for issuance under the 2017 Plan on February 1, 2025 pursuant to an "evergreen" provision contained in the 2017 Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2017 Plan automatically increases on February 1st of each year by five percent (5%) of the total number of shares of Class A Common Stock and the Registrant's Class B Common Stock, par value $0.0001 per share ("Class B Common Stock") issued and outstanding as of the immediately preceding January 31st or such lesser number of shares as approved by the Registrant's board of directors or the Registrant's compensation committee. (3) Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $89.52 per share, which is the average of the high and low prices of Class A Common Stock on February 28, 2025, as reported on the Nasdaq Global Select Market. (4) The Registrant does not have any fee offsets.

2

(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall also cover any additional shares of the Registrant's Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), that become issuable under the Registrant's 2017 Equity Incentive Plan (the "2017 Plan") and the Registrant's 2017 Employee Stock Purchase Plan (the "2017 ESPP") by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Class A Common Stock. (2) Represents shares of Class A Common Stock that were automatically added to the shares authorized for issuance under the 2017 ESPP on February 1, 2025 pursuant to an "evergreen" provision contained in the 2017 ESPP. Pursuant to such provision, the number of shares reserved for issuance under the 2017 ESPP automatically increases on February 1st of each year by the lesser of (i) 3,000,000 shares of Class A Common Stock, (ii) one percent (1%) of the total number of shares of Class A Common Stock and Class B Common Stock issued and outstanding as of the immediately preceding January 31st or (iii) such lesser number of shares of Class A Common Stock as approved by the administrator of the 2017 ESPP, which is a person or persons appointed by the Registrant's board of directors. (3) Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of eighty-five percent (85%) of $89.52 per share, which is the average of the high and low prices of Class A Common Stock on February 28, 2025, as reported on the Nasdaq Global Select Market. Pursuant to the 2017 ESPP, the purchase price of the shares of Class A Common Stock reserved for issuance thereunder will be at least eighty-five percent (85%) of the lower of the fair market value of a share of Class A Common Stock on the first day of trading of the offering period or on the exercise date. (4) In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the 2017 ESPP. In accordance with Rule 457(h)(2), no separate fee calculation is made for plan interests. (5) The Registrant does not have any fee offsets.
Exhibit 5.1
140 Scott Drive
Menlo Park, California 94025
Tel: +1.650.328.4600 Fax: +1.650.463.2600
www.lw.com
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Okta, Inc.
100 First Street, Suite 600
San Francisco, CA 94105
Re: Registration Statement on Form S-8
To the addressee set forth above:
We have acted as special counsel to Okta, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of an aggregate of 10,407,577 shares of Class A Common Stock of the Company, par value $0.0001 per share (the “Shares”), issuable pursuant to the Company’s 2017 Equity Incentive Plan (the “2017 Plan”) and the 2017 Employee Stock Purchase Plan (the “ESPP,” and together with the 2017 Plan, the “Plans”). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), filed with the Securities and Exchange Commission (the “Commission”) on March 5, 2025 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the related prospectus, other than as expressly stated herein with respect to the issuance of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by and pursuant to the Plans, and assuming in each case that the individual issuances, grants or awards under the Plans are duly authorized by all necessary corporate action of the Company and duly issued, granted or awarded and exercised in accordance with the requirements of law and the Plans (and the agreements and awards duly adopted thereunder and in accordance therewith), the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Sincerely,

/s/ Latham & Watkins LLP



Exhibit 23.1


Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2017 Equity Incentive Plan and 2017 Employee Stock Purchase Plan of Okta, Inc. of our reports dated March 5, 2025, with respect to the consolidated financial statements of Okta, Inc. and the effectiveness of internal control over financial reporting of Okta, Inc. included in its Annual Report (Form 10-K) for the year ended January 31, 2025, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Jose, California
March 5, 2025


v3.25.0.1
Submission
Mar. 05, 2025
Submission [Line Items]  
Central Index Key 0001660134
Registrant Name Okta, Inc.
Form Type S-8
Submission Type S-8
Fee Exhibit Type EX-FILING FEES
v3.25.0.1
Offerings
Mar. 05, 2025
USD ($)
shares
Offering: 1  
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Class A Common Stock, $0.0001 par value per share, 2017 Equity Incentive Plan
Amount Registered | shares 8,672,981
Proposed Maximum Offering Price per Unit 89.52
Maximum Aggregate Offering Price $ 776,405,260.00
Fee Rate 0.01531%
Amount of Registration Fee $ 118,867.65
Offering Note (1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall also cover any additional shares of the Registrant's Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), that become issuable under the Registrant's 2017 Equity Incentive Plan (the "2017 Plan") and the Registrant's 2017 Employee Stock Purchase Plan (the "2017 ESPP") by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Class A Common Stock. (2) Represents shares of Class A Common Stock that were automatically added to the shares authorized for issuance under the 2017 Plan on February 1, 2025 pursuant to an "evergreen" provision contained in the 2017 Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2017 Plan automatically increases on February 1st of each year by five percent (5%) of the total number of shares of Class A Common Stock and the Registrant's Class B Common Stock, par value $0.0001 per share ("Class B Common Stock") issued and outstanding as of the immediately preceding January 31st or such lesser number of shares as approved by the Registrant's board of directors or the Registrant's compensation committee. (3) Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $89.52 per share, which is the average of the high and low prices of Class A Common Stock on February 28, 2025, as reported on the Nasdaq Global Select Market. (4) The Registrant does not have any fee offsets.
Offering: 2  
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Class A Common Stock, $0.0001 par value per share, 2017 Employee Stock Purchase Plan
Amount Registered | shares 1,734,596
Proposed Maximum Offering Price per Unit 76.09
Maximum Aggregate Offering Price $ 131,985,410.00
Fee Rate 0.01531%
Amount of Registration Fee $ 20,206.97
Offering Note (1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall also cover any additional shares of the Registrant's Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), that become issuable under the Registrant's 2017 Equity Incentive Plan (the "2017 Plan") and the Registrant's 2017 Employee Stock Purchase Plan (the "2017 ESPP") by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Class A Common Stock. (2) Represents shares of Class A Common Stock that were automatically added to the shares authorized for issuance under the 2017 ESPP on February 1, 2025 pursuant to an "evergreen" provision contained in the 2017 ESPP. Pursuant to such provision, the number of shares reserved for issuance under the 2017 ESPP automatically increases on February 1st of each year by the lesser of (i) 3,000,000 shares of Class A Common Stock, (ii) one percent (1%) of the total number of shares of Class A Common Stock and Class B Common Stock issued and outstanding as of the immediately preceding January 31st or (iii) such lesser number of shares of Class A Common Stock as approved by the administrator of the 2017 ESPP, which is a person or persons appointed by the Registrant's board of directors. (3) Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of eighty-five percent (85%) of $89.52 per share, which is the average of the high and low prices of Class A Common Stock on February 28, 2025, as reported on the Nasdaq Global Select Market. Pursuant to the 2017 ESPP, the purchase price of the shares of Class A Common Stock reserved for issuance thereunder will be at least eighty-five percent (85%) of the lower of the fair market value of a share of Class A Common Stock on the first day of trading of the offering period or on the exercise date. (4) In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the 2017 ESPP. In accordance with Rule 457(h)(2), no separate fee calculation is made for plan interests. (5) The Registrant does not have any fee offsets.
v3.25.0.1
Fees Summary
Mar. 05, 2025
USD ($)
Fees Summary [Line Items]  
Total Offering $ 908,390,670.00
Total Fee Amount 139,074.62
Total Offset Amount 0.00
Net Fee $ 139,074.62
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