Workday (WDAY) 10-K risk factor changes: FY2025 vs FY2024

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All of these issues may result in increased operational costs, delays in new feature rollouts, customer loss, reputational damage, and legal or regulatory liability, including liability under customer [removed: contracts or for losses suffered by our customers.][added: contracts.]

Such issues have, and may in the future, result in certain parties having unauthorized access to [removed: data.][added: data, which could increase the scope of our liability.]

[removed: Furthermore,] [added: For example,] our financial management application is essential to our and our customers’ financial planning, reporting, and compliance programs.

In addition, our policy may not cover all claims made against us and defending a suit, regardless of its merit, could be [removed: costly and divert management’s attention.][added: costly.]

We host our applications and serve our customers and users globally from data centers operated by third parties and rely upon third-party [removed: hosted infrastructure] partners to operate certain aspects of our services.

We control our applications and [removed: data] [added: data,] but we do not control the facilities, operations, and physical security of these locations.

Disruption of or interference at [removed: our data centers or hosted infrastructure partners] [added: these locations] has and could in the future impact our operations and our business could be adversely impacted.

[removed: Our data center and hosted infrastructure partner] [added: These] facilities may also be subject to cybersecurity breaches, capacity constraints, financial difficulties, break-ins, sabotage, intentional acts of vandalism and similar misconduct, natural catastrophic events, as well as local administrative actions, changes to legal or permitting requirements, and litigation to stop, limit, or delay [removed: operations.][added: operations, and our disaster recovery planning may not account for all eventualities.]

Any changes in third-party service levels at [removed: data centers or at] our hosted infrastructure [removed: partners,] [added: providers,] or any errors, defects, disruptions, or other performance problems with our applications or the infrastructure on which they run, including internet infrastructure, could adversely affect our reputation and may damage our customers’ or other users’ stored files or result in lengthy interruptions in our services.

Global economic developments, [added: including increased tariffs,] geopolitical volatilities, downturns or recessions, [added: political instability,] and global health crises may negatively affect us or our ability to accurately forecast and plan our future business activity.

In addition, [added: volatile] geopolitical [removed: volatilities, including the Russia-Ukraine and Israel-Hamas conflicts,] [added: situations] have led and could lead to further economic disruption.

We may lose key employees or be unable to attract, [removed: train,] [added: enable,] and retain highly skilled employees.

We do not have employment agreements with our executive officers or other key [removed: personnel] [added: employees] that require them to continue to work for us for any specified period, and they could terminate their employment with us at any time.

To execute our growth plan, we must attract, enable, [added: develop,] and [removed: develop] [added: retain] highly qualified talent.

Our ability to compete and succeed in a highly competitive environment is directly correlated to our ability to recruit and retain highly skilled employees, especially in the areas of product development, cybersecurity, senior sales executives, and engineers with significant experience in designing and developing software and internet-related services, including in [removed: the areas of] AI.

We must also continue to [removed: retain] [added: retain, develop,] and motivate existing employees through our compensation practices, company culture, and career development opportunities.

Further, our current and future office [removed: environments, such as] [added: environments and] our current hybrid work [removed: policies,] [added: policy] may not meet the expectations of our employees or prospective employees, and may amplify challenges in [removed: recruiting.][added: recruiting and retention.]

As we continue to grow and change, we may find it difficult to maintain our corporate culture among a larger number of employees who are dispersed throughout various geographic [removed: regions.][added: regions, including managing the complexities of communicating with all employees.]

Failure to maintain or adapt our culture could negatively affect our ability to attract new [removed: personnel] [added: employees] or to retain our current [removed: personnel] [added: employees] and our business and future growth prospects could be adversely affected.

The markets for enterprise cloud [removed: applications] [added: applications, including AI-powered solutions,] are highly competitive, with relatively low barriers to entry for some applications or services.

We also face competition from other enterprise software vendors, from regional competitors that only operate in certain geographic markets, and from vendors of specific applications that address only one or a portion of our applications, some of which offer cloud-based [added: or AI-powered] solutions.

These vendors include, without limitation: Anaplan, Inc., ADP, Coupa Software Inc., Dayforce, Inc., Infor, Inc., Microsoft Corporation, and UKG Inc. In order to take advantage of customer demand for cloud [added: and AI-powered] applications, legacy vendors are expanding their cloud [added: or AI-powered] applications through acquisitions, strategic alliances, and organic development.

In addition, other cloud [added: or AI platform] companies that provide services in different target markets or industries may develop applications or acquire companies that operate in our target markets or industries, and some potential customers may elect to develop their own internal applications.

As the market matures and as existing and new market participants introduce new types of [removed: technologies] [added: technologies, such as generative] and [added: agentic AI, and] different approaches that enable organizations to address their HCM and financial needs, we expect this competition to intensify in the future.

- compliance challenges related to the complexity of multiple, conflicting, and changing governmental laws and regulations, including employment, tax, privacy, intellectual property, [added: financial services, AI,] and data protection laws and regulations;

[removed: Any] [added: Certain] of the above factors [added: have and] may [added: continue to] negatively impact our ability to sell our applications and offer services globally, reduce our competitive position in foreign markets, increase our costs of global operations, reduce demand for our applications and services from global customers, or subject us to legal or regulatory liability.

Our customers’ renewal rates [removed: may decline or] fluctuate as a result of a number of factors, including their level of satisfaction with our applications and pricing, their awareness and adoption of the benefits and features of our applications, their ability to continue their operations and spending levels, reductions in their headcount, and the evolution of their business.

This [added: has and] may [added: continue to] require increasingly costly marketing and sales efforts that are targeted at senior management, and if these efforts are not successful, our business and operating results may suffer.

The use of new and evolving technologies in our offerings at Workday, including AI, may result in reputational harm and increased [removed: litigation.][added: litigation, and adversely affect our operating results.]

A quickly evolving [removed: legal] [added: technical, legal,] and regulatory environment may cause us to incur increased research and development costs, or divert resources from other development efforts, to address [removed: social,] ethical, [removed: and] [added: legal, operational, or compliance requirements or] other issues related to AI.

[removed: Furthermore,] [added: Additionally,] existing laws and regulations may apply to us in new ways, the nature and extent of which are difficult to predict and subject to change over time.

[removed: Our] [added: Any] failure to accurately identify and address our responsibilities and liabilities in this uncertain environment, and adequately address relevant ethical and social issues that may arise with such technologies and use cases, as well as failure by others in our industry, or actions taken by our customers, employees, or end users (including misuse of these technologies), could negatively affect the adoption of our [removed: solutions] [added: offerings] and subject us to reputational harm, regulatory action, or litigation, which may harm our financial condition and operating results.

We already are defending against a lawsuit alleging that our products and services enable discrimination, and although we believe that such claims lack merit, and [removed: we succeeded in our initial motion to dismiss] the [removed: claims,] [added: majority of the claims have been dismissed,] legal proceedings can be lengthy, expensive, and disruptive to our operations [added: and customers] (particularly where, as in the present litigation, [removed: Plaintiff] [added: the plaintiff] may seek to also litigate against certain of Workday’s customers).

In addition, regardless of outcome, these types of claims could cause reputational harm to our [removed: brand.][added: brand, including our ability to sell newly acquired products that use AI.]

Developing software applications and related enhancements, features, and [removed: modifications] [added: modifications, including those involving AI,] is expensive, and the investment in product development often involves a long return on investment cycle.

For example, AI is propelling advancements in technology, but if we fail to innovate and keep up with advancements in AI technology, if Workday [removed: AI] [added: Illuminate] solutions fail to [added: be delivered as planned or at all, fail to] operate as expected or [removed: do not] [added: to] meet customer expectations, or if we do not have sufficient access to development resources and the technologies required to build and improve our applications, [removed: such as the datasets required to train] our [removed: AI models, our] business and reputation may be harmed.

However, brand promotion activities may not generate the [removed: customer] awareness or increased revenues we anticipate, and even if they do, any increase in revenues may not offset the significant expenses we incur in building our brand.

Any unfavorable publicity or perception of our brand or our [removed: applications] [added: applications, including any unfavorable candidate or end user experience,] could negatively impact our ability to attract and retain customers and also make it more difficult to hire and retain employees.

For example, we leverage software and services for development tools and to deliver applications from many third-party suppliers including AWS and Google [removed: LLC.][added: Cloud.]

Furthermore, our applications are essential to many of the business processes for our customers.

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In February 2025, we announced the Fiscal 2026 Restructuring Plan, which is intended to prioritize our investments and advance our growth and is currently expected to result in the reduction of approximately 8% of our workforce.

We expect this plan to be substantially complete by the second quarter of fiscal 2026, subject to local law and consultation requirements.

The Fiscal 2026 Restructuring Plan could negatively impact our ability to attract, retain, and motivate employees.

Efforts to restructure our workforce, such as the Fiscal 2026 Restructuring Plan, may be disruptive and adversely impact employee morale or our corporate culture.

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We are increasingly building AI into the Workday product suite and have recently made announcements about our plans to embrace agentic AI.

For example, the European Union’s (“EU”) AI Act (“EU AI Act”) puts new requirements on providers of AI technologies and we are currently analyzing the EU AI Act to ensure compliance in alignment with various deadlines in the coming years.

To the extent that our products and technologies rely on the use of large language models provided by third parties, we may face additional uncertainties and liabilities.

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We have and may continue to experience reputational harm from, among other things, the introduction of new products, features, or services that do not meet customer expectations; our use of new and evolving technologies, including AI; service outages or disruptions; issues with product quality or performance; backlash from customers, government entities, or other stakeholders that disagree with our product offering decisions or public policy, ethical, or political positions; significant litigation or regulatory actions that negatively reflect on our business practices; and data security breaches or compliance failures.

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- risks and challenges presented by the use of innovative technologies that we acquire, such as AI;

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For example, an increasing number of stakeholders, regulators, and lawmakers have expressed or pursued contrary views towards ESG initiatives, including the proposal or enactment of “anti-ESG” policies, legislation, executive orders, or initiatives or the issuance of related legal opinions.

Conflicting regulations and a lack of harmonization of ESG legal and regulatory environments across the jurisdictions in which we operate may create enhanced compliance risks and costs.

We may also face increasing scrutiny from our investors, customers, employees, and other stakeholders relating to the appropriate role of ESG practices and disclosure.

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Additionally, as AI technologies, including generative AI models, develop rapidly, threat actors are using these technologies to create sophisticated new attack methods that are increasingly automated, targeted, and coordinated and more difficult to defend against.

Our customers may authorize third-party technology providers to access their customer data and any unauthorized use of the third-party technology may result in unauthorized access to such data.

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The data protection laws set forth requirements impacting how personal data must be stored, accessed, and deleted within the products.

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We attempt to comply with all open source licensing conditions that apply to our use of open source software.

New and changing laws, regulations, executive orders, directives, and enforcement priorities can also create uncertainty about how such laws and regulations will be interpreted and applied to Workday.

For example, the technologies underlying AI and its uses are subject to a variety of laws and regulations, including those governing intellectual property, privacy, data protection cybersecurity, consumer protection, competition, and equal opportunity, and are expected to be subject to new laws and regulations or new applications of existing laws and regulations.

AI is the subject of ongoing review by various U.S. governmental and regulatory agencies, and various U.S. states and other foreign jurisdictions are applying, or are considering applying, their cybersecurity, data protection, and product safety laws to AI and its uses or are considering general legal frameworks for AI and its uses, such as the EU AI Act.

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In the third quarter of fiscal 2025, we had completed the repurchase authorization under this program.

In August 2024, our Board of Directors authorized the repurchase of up to $1.0 billion of our outstanding shares of Class A common stock (“August 2024 Share Repurchase Program”).

For example, in November 2023, we discovered that an issue in our product affecting certain customers resulted in document notifications and PDF documents being sent to unintended recipients within the same organization.

Additionally, we and many of our stakeholders expect to have a corporate culture that embraces diversity and inclusion, and any inability to attract and retain diverse and qualified personnel may harm our corporate culture and our ability to innovate.

We are increasingly building AI into Workday’s core and specific offerings.

Our developers are also experimenting with the use of large language models provided by third parties for domain-specific use cases, and at this stage the line between developers and deployers of these technologies, including their respective responsibilities and liabilities, is unclear.

We attempt to avoid adverse licensing conditions in our use of open source software in our products and services.

For instance, the process of evaluating potential conflicts of interest and developing necessary provisions and contract clauses, where needed, may delay or prevent Workday from being awarded certain U.S. federal government contracts.

The 2022 and 2024 Share Repurchase Programs each have a term of 18 months, but the programs may be modified, suspended, or terminated at any time.

*The following discussion of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes thereto included [removed: elsewhere] [added: included] in [added: Part II, Item 8 of] this report.

*The following discussion of our financial condition and results of operations covers fiscal [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] items and year-over-year comparisons between fiscal [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

Discussions of fiscal [removed: 2022] [added: 2023] items and year-over-year comparisons between fiscal [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended January 31, [removed: 2023,] [added: 2024,] that was filed with the SEC on [removed: February 27, 2023.*][added: March 8, 2024.*]

[removed: Workday delivers] [added: We deliver cloud-based] applications for financial management, [added: HCM, planning,] spend management, [removed: human capital management, planning,] and analytics.

Our diverse customer base includes [removed: medium-sized] [added: emerging, medium-sized,] and [removed: large,] [added: large] global organizations within numerous industry categories, including professional and business services, financial services, healthcare, education, government, technology, media, retail, and hospitality.

We have achieved significant growth since our inception in [removed: 2005.][added: 2005, when we pioneered HCM in the cloud.]

[removed: We] [added: As a result of our focus on expanding operating margin, we] expect our product development, sales and marketing, and general and administrative expenses as a percentage of total revenues will decrease over the longer term as we grow our [removed: revenues,] [added: revenues] and [removed: we anticipate that we will gain economies of scale by increasing] [added: invest in a disciplined manner to support] our [removed: customer base without direct incremental development costs.][added: long-term growth objectives.]

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Recent macroeconomic events including [removed: higher inflation] [added: increased tariffs, elevated inflation,] and [added: fluctuating] interest [added: rates and foreign currency exchange] rates, as well as geopolitical [removed: factors including the Russia-Ukraine and Israel-Hamas conflicts, have negatively impacted] [added: instability, continue to impact] the global economy and [removed: created continued] [added: create] uncertainty, volatility, and disruption of financial markets.

We have experienced, and may continue to experience, [added: a moderation of revenue growth rates due to deal scrutiny and] the lengthening of certain sales [removed: cycles and moderation of revenue growth rates,] [added: cycles,] particularly within net new opportunities, and [removed: have provided certain customers with more flexible payment terms.][added: reduced growth in headcount level commitments upon renewals of existing customers.]

If the economic uncertainty continues, we may also experience [removed: a] [added: additional] negative [removed: impact] [added: impacts] on customer renewals, customer collections, sales and marketing efforts, customer deployments, product development, or other financial metrics.

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | Change | | |

| Total revenues | | | $ | [removed: 7,259] [added: 8,446] | | | | | $ | [removed: 6,216] [added: 7,259] | | | | | [removed: 17] [added: $] | [added: 6,216] | [removed: %] |

| Subscription services revenues | | | $ | [removed: 6,603] [added: 7,718] | | | | | $ | [removed: 5,567] [added: 6,603] | | | | | [removed: 19] [added: 17] | | % |

| [removed: GAAP operating] [added: Operating] income (loss) | | | $ | [removed: 183] [added: 415] | | | | | $ | [removed: (222)] [added: 183] | | | | | [removed: 182] [added: $] | [added: (222)] | [removed: %] |

| Non-GAAP operating income (1) | | | $ | [removed: 1,740] [added: 2,186] | | | | | $ | [removed: 1,210] [added: 1,741] | | | | | [removed: 44] [added: 26] | | % |

| GAAP operating margin | | | [removed: 2.5] [added: 4.9] | | % | | | | [removed: (3.6)] [added: 2.5] | | % | | | | [removed: 610] [added: 239] bps | | |

| Non-GAAP operating margin (1) | | | [removed: 24.0] [added: 25.9] | | % | | | | [removed: 19.5] [added: 24.0] | | % | | | | [removed: 450] [added: 190] bps | | |

| Operating cash flows | | | $ | [removed: 2,149] [added: 2,461] | | | | | $ | [removed: 1,657] [added: 2,149] | | | | | [removed: 30] [added: 15] | | % |

| Free cash flows [removed: (1)] | | | $ | [removed: 1,917] [added: 2,192] | | | | | $ | [removed: 1,293] [added: 1,917] | | | | | [removed: 48] [added: $] | [added: 1,293] | [removed: %] |

| Total subscription revenue backlog | | | $ | [removed: 20,924] [added: 25,056] | | | | | $ | [removed: 16,448] [added: 20,924] | | | | | [removed: 27] [added: 20] | | % |

| 12-month subscription revenue backlog | | | $ | [removed: 6,623] [added: 7,631] | | | | | $ | [removed: 5,512] [added: 6,623] | | | | | [removed: 20] [added: 15] | | % |

| Cash, cash equivalents, and marketable securities | | | $ | [removed: 7,813] [added: 8,017] | | | | | $ | [removed: 6,121] [added: 7,813] | | | | | [removed: 28] [added: 3] | | % |

| Headcount | | | [removed: 18,824] [added: 20,482] | | | | | | [removed: 17,744] [added: 18,824] | | | | | | [removed: 6] [added: 9] | | % |

Subscription services revenues accounted for approximately 91% of our total revenues [removed: during] [added: for the] fiscal [removed: 2024,] [added: year ended January 31, 2025,] and represented 97% of our total unearned revenue as of January 31, [removed: 2024.][added: 2025.]

Subscription services revenues are recognized over time as services are [removed: delivered and consumed concurrently over the contractual term,] [added: delivered,] beginning on the date our service is made available to the customer.

Our professional services consulting engagements are billed on a time and materials [removed: basis] or [removed: a] fixed price basis.

Subscription revenue backlog may fluctuate from [removed: period to period] [added: period-to-period] due to a number of factors, including the timing of renewals and overall renewal rates, new business growth, average contract duration, [added: business combinations,] and seasonality.

Product development expenses consist primarily of employee-related expenses associated with our efforts to add new features and applications, increase functionality, and enhance the ease of use of our cloud [removed: applications.][added: applications, as well as expenses related to data center capacity.]

Our total revenues [removed: for fiscal 2024, 2023, and 2022,] were as follows (in millions):

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Subscription services | | | $ | [removed: 6,603] [added: 7,718] | | | | | $ | [removed: 5,567] [added: 6,603] | | | | | $ | [removed: 4,546] [added: 5,567] | |

| Professional services | | | [removed: 656] [added: 728] | | | | | | [removed: 649] [added: 656] | | | | | | [removed: 593] [added: 649] | | |

| Total revenues | | | $ | [removed: 7,259] [added: 8,446] | | | | | $ | [removed: 6,216] [added: 7,259] | | | | | [removed: $] [added: 16] | [removed: 5,139] | [added: %] |

Total revenues were [removed: $7.3] [added: $8.4] billion for fiscal [removed: 2024,] [added: 2025,] compared to [removed: $6.2] [added: $7.3] billion for fiscal [removed: 2023,] [added: 2024,] an increase of [removed: $1.0] [added: $1.2] billion, or [removed: 17%.][added: 16%.]

Subscription services revenues were [removed: $6.6] [added: $7.7] billion for fiscal [removed: 2024,] [added: 2025,] compared to [removed: $5.6] [added: $6.6] billion for fiscal [removed: 2023,] [added: 2024,] an increase of [removed: $1.0] [added: $1.1] billion, or [removed: 19%.][added: 17%.]

Professional services revenues were [removed: $656] [added: $728] million for fiscal [removed: 2024,] [added: 2025,] compared to [removed: $649] [added: $656] million for fiscal [removed: 2023,] [added: 2024,] an increase of [removed: $7] [added: $72] million, or [removed: 1%.][added: 11%.]

As of January 31, 2024, our total subscription revenue backlog was $20.9 billion, with $6.6 billion [removed: and $11.7 billion] expected to be recognized in revenues over the next 12 [removed: and 24 months, respectively.][added: months.]

As of January 31, [removed: 2023,] [added: 2025,] our total subscription revenue backlog was [removed: $16.4] [added: $25.1] billion, with [removed: $5.5 billion and $9.7] [added: $7.6] billion expected to be recognized in revenues over the next 12 [removed: and 24 months, respectively.][added: months.]

The increase in subscription revenue backlog was primarily driven by [removed: an increased number of] [added: expansion within our existing customer base, sales to] new customers, [added: and] timing of renewals for existing [removed: customers, expansion of our product offerings provided to existing customers, and longer duration of customer contracts.][added: customers.]

Workday is the AI platform that helps organizations manage their most important assets – their people and money.

With Workday, our customers have an AI-powered platform that can help them deliver better employee experiences, increase productivity, improve operational efficiencies, and provide insights for faster, data-driven decision-making.

As a result of our innovation and commitment to customer success, today we are a Fortune 500 company with more than 11,000 customers around the world.

As we continue to grow, we are focused on driving sustainable, long-term subscription revenue growth by adding new customers and expanding our relationships with existing customers through increased adoption of our suite of solutions.

Central to this effort is investing in strategic growth areas including leveraging the power of our platform to drive increased adoption of our full suite of applications, expanding internationally, developing innovative AI solutions, growing our partner ecosystem, deepening our industry verticals, and exploring strategic acquisitions to complement our organic innovation.

Our investments across these targeted growth areas may require additional costs, but we remain committed to optimizing resource allocation and realizing a return on our investments.

Over time, we believe these investments will support revenue growth and a more scalable business.

We are focused on expanding our operating margin by driving scale and building efficiencies across the business through investments in people, processes, and systems.

In February 2025, we announced the Fiscal 2026 Restructuring Plan, which is intended to prioritize our investments and continue advancing our ongoing focus on durable growth.

The plan is currently expected to result in the reduction of approximately 8% of our workforce.

In connection with this plan, we expect to exit certain owned office space.

Further, we have provided, and may continue to provide, certain customers with more flexible payment terms.

| GAAP operating income | | | $ | 415 | | | | | $ | 183 | | | | | 127 | | % |

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*Restructuring expenses.* Restructuring expenses are associated with a formal restructuring program and consist of charges related to employee transition, severance payments, employee benefits, and share-based compensation, as well as exit charges associated with the closure of facilities.

[Table of](#i18b50fb4c27e47d0a9d505fd7fce289a_7) [Contents](#i18b50fb4c27e47d0a9d505fd7fce289a_7)

Approximately 60% of the increase in subscription services revenues was attributable to expansion of our customers that existed as of the beginning of the prior fiscal year, and the remaining 40% was attributable to customers added after the beginning of the prior fiscal year.

The increase in professional services revenues was driven by higher demand for our deployment and integration services.

Gross Revenue Retention Rate

Our growth in subscription services revenues attributable to existing customers is further reflected by our gross revenue retention rate of approximately 98% as of January 31, 2025.

Our gross revenue retention rate measures the percentage of recurring revenue retained from existing customers and is calculated by taking total annual recurring revenue (“ARR”) of our customers as of the corresponding prior period-end and comparing that to ARR from that same set of customers as of the current period-end.

The metric takes into account recurring revenues lost to product or customer churn but does not account for additional revenue earned from add-ons or net expansions, which include volume and price adjustments.

Our high gross revenue retention rate demonstrates our ability to maintain our existing customer base and drive strong overall customer satisfaction.

Our gross revenue retention rate is based on ARR, which represents the annualized value of active subscription contracts as of the end of each period.

Each subscription contract is annualized by dividing the total contract value by the number of days in the contract term and then multiplying by 365.

We exclude certain subscription contracts from the calculation, including contracts with terms less than one year that are distinct from our core product offering, such as contracts for tenants which are used for implementation and testing.

To the extent that we are negotiating a renewal with a customer after the expiration of the subscription, ARR is only adjusted if the customer churns.

We calculate ARR on a constant currency basis using exchange rates set at the beginning of each fiscal year.

ARR is a non-GAAP financial measure and should be viewed independently of, and not as a substitute for or combined with, revenue and unearned revenue.

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Restructuring | | | 84 | | | | | | 0 | | | | | | 40 | | |

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The increase in operating expenses included increases of $555 million in employee-related expenses, including share-based compensation, primarily due to higher average headcount, $84 million in restructuring expenses primarily related to the Fiscal 2026 Restructuring Plan, $57 million in facilities and IT-related expenses, $56 million in data center capacity expenses, $46 million in subcontractor expenses, $44 million in professional services expenses, $38 million in depreciation, $37 million in amortization of deferred sales commissions due to increased sales, and $31 million related to marketing programs.

The increase in costs of professional services included increases of $46 million in subcontractor expenses and $12 million in employee-related expenses.

[Table of](#i18b50fb4c27e47d0a9d505fd7fce289a_7) [Contents](#i18b50fb4c27e47d0a9d505fd7fce289a_7)

*Restructuring*

Restructuring expenses were $84 million for fiscal 2025, with no comparable expense in the prior year.

We recorded expenses of $65 million for employee transition, severance payments, employee benefits, and share-based compensation under the Fiscal 2026 Restructuring Plan and exit charges of $19 million associated with office space reductions under a separate restructuring plan.

We estimate that we will incur approximately $230 million to $250 million in total charges in connection with the Fiscal 2026 Restructuring Plan, which consists of approximately $200 million to $210 million related to employee transition, severance payments, employee benefits, and share-based compensation, with the balance related to an impairment of office space.

The activities associated with this plan are expected to be substantially complete by the second quarter of fiscal 2026, subject to local law and consultation requirements.

With Workday, our customers have a unified system that can help them plan, execute, analyze, and extend to other applications and environments, thereby helping them continuously adapt how they manage their business and operations.

Our current financial focus is on growing our revenues, operating margin, and operating cash flows, and expanding both our customer base and our footprint within our existing customers.

While we have a history of GAAP operating losses prior to fiscal 2024, we strive to invest in a disciplined manner across all of our functional areas to sustain continued near-term revenue growth and support our long-term initiatives.

We plan to reinvest a significant portion of our incremental revenues in future periods to grow our business.

We have invested and expect to continue to invest heavily in our product development efforts to deliver additional compelling applications, enhance existing applications, and to address customers’ evolving needs.

In addition, we plan to continue to expand our ability to sell our applications globally, particularly in Europe and the Asia-Pacific region, by investing in product development and customer support to address the business needs of targeted local markets, increasing our sales organization and marketing programs, acquiring and leasing additional office space, and expanding our ecosystem of partners.

We expect to make further significant investments in our data center capacity and equipment and third-party hosted infrastructure platforms as we plan for future growth.

We are also investing in personnel to support our growing customer base.

We regularly evaluate acquisition and investment opportunities in complementary businesses, employee teams, services, technologies, and intellectual property rights in an effort to expand our product and service offerings, and expect to continue making acquisitions and investments in the future.

While we remain focused on improving our operating margin, these acquisitions and investments may increase our costs on an absolute basis in the near term.

Many of these investments will occur in advance of experiencing any direct benefit from them and could make it difficult to determine if we are allocating our resources efficiently.

Since inception, we have also invested heavily in our professional services organization to help ensure that customers successfully deploy and adopt our applications.

Additionally, we continue to expand our professional services partner ecosystem to further support our customers.

We believe our investment in professional services, as well as partners building consulting practices around Workday and helping to deliver additional innovation and solutions, will drive additional customer subscriptions and continued growth in revenues.

As we continue to leverage our expanding partner ecosystem, we expect that professional services revenue will continue to decline over time as a percentage of total revenues.

| 24-month subscription revenue backlog | | | $ | 11,656 | | | | | $ | 9,677 | | | | | 20 | | % |

The increase in subscription services revenues was primarily due to an increased number of new customers, expansion of our product offerings sold to existing customers, and strong customer renewals, with gross and net retention rates over 95% and over 100%, respectively.

Professional services revenues remained relatively consistent as we continued to leverage our service partners to contract directly with our subscription customers for services engagements.

The increase in employee-related expenses was mainly driven by higher headcount, partially offset by a $40 million impact from a workforce realignment that occurred in fiscal 2023 and a $28 million impact from a change in the vesting dates of all unvested restricted stock units (“RSU”) from the 15th to the 5th of each month (“vest date change”) in fiscal 2023.

Additional increases in total costs and expenses included $66 million in third-party expenses for hardware maintenance and data center capacity, $56 million in facilities and IT-related expenses, $54 million related to marketing programs, and $38 million in travel expenses, offset by a decrease of $93 million in depreciation expense due to a change in the estimated useful lives of our data center equipment from 3 years to 5 years, effective beginning fiscal 2024 (“change in useful lives of data center equipment”).

The increase in sales and marketing expenses included increases of $191 million in employee-related expenses, including share-based compensation, primarily due to higher average headcount, $51 million related to marketing programs, $21 million in facilities and IT-related expenses, and $21 million in travel expenses.

The increase in general and administrative expenses included increases of $77 million in employee-related expenses, including share-based compensation, primarily due to higher average headcount and $11 million in travel expenses.

Share-based compensation expenses increased by $183 million during fiscal 2023, primarily due to additional grants to new and existing employees, and an acceleration of $28 million of expense related to the vest date change in fiscal 2023.

GAAP operating income (loss) increased from $(222) million, or (3.6)% of revenues, in fiscal 2023 to $183 million, or 2.5% of revenues, in fiscal 2024, primarily due to our revenue growth outpacing headcount growth and moderation of operating expenses.

This improvement also included a $93 million, or 1.3% of revenues, benefit from the change in useful lives of data center equipment.

Non-GAAP operating income increased from $1.2 billion, or 19.5% of revenues, in fiscal 2023 to $1.7 billion, or 24.0% of revenues in fiscal 2024, primarily due to our revenue growth outpacing headcount growth and moderation of operating expenses.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Operating income (loss) | | | $ | 183 | | | | | $ | 1,416 | | | | | $ | 66 | | | | | $ | 75 | | | | | $ | 1,740 | |

| Operating margin | | | 2.5 | | % | | | | 19.5 | | % | | | | 0.9 | | % | | | | 1.1 | | % | | | | 24.0 | | % |

| | | | Year Ended January 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Operating income (loss) | | | $ | (222) | | | | | $ | 1,295 | | | | | $ | 52 | | | | | $ | 85 | | | | | $ | 1,210 | |

| Operating margin | | | (3.6) | | % | | | | 20.8 | | % | | | | 0.9 | | % | | | | 1.4 | | % | | | | 19.5 | | % |

| | | | Year Ended January 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Operating income (loss) | | | $ | (116) | | | | | $ | 1,112 | | | | | $ | 76 | | | | | $ | 78 | | | | | $ | 1,150 | |

| Operating margin | | | (2.3) | | % | | | | 21.6 | | % | | | | 1.6 | | % | | | | 1.5 | | % | | | | 22.4 | | % |

Other income, net in fiscal 2024 was primarily due to interest income of $296 million on our marketable debt securities from higher investment balances and rising interest rates, offset by interest expense of $114 million related to our Senior Notes and net losses of $24 million on our equity investments.

Other expense, net in fiscal 2023 was primarily due to interest expense of $102 million on our debt primarily related to the Senior Notes and losses of $27 million on our equity investments.

Expenses were offset by interest income of $98 million on our marketable securities from higher investment balances and rising interest rates.

The income tax expense for fiscal 2023 was primarily attributable to a taxable gain recognized from integrating intellectual property, income tax expenses in profitable foreign jurisdictions, and an increase in state taxes due to capitalized research and development expenditures.

As of January 31, [removed: 2024,] [added: 2025,] our most significant currency exposures were the euro, British pound, Canadian dollar, and Australian dollar.

For further information, see [Note 10, Derivative [removed: Instruments](#i700e18e73063418aa4bbd180138d1e03_439),] [added: Instruments](#i18b50fb4c27e47d0a9d505fd7fce289a_433),] of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this report.

We had cash, cash equivalents, and marketable securities totaling [removed: $7.8] [added: $8.0] billion and [removed: $6.1] [added: $7.8] billion as of January 31, [removed: 2024,] [added: 2025,] and [removed: 2023,] [added: 2024,] respectively.

Cash equivalents and marketable securities were invested primarily in U.S. treasury securities, U.S. agency obligations, corporate bonds, commercial paper, money market funds, and [removed: marketable equity investments.][added: asset-backed securities.]

The cash, cash equivalents, and marketable securities are held primarily for working capital [added: and general corporate] purposes.

[removed: An immediate] [added: A hypothetical] increase or decrease of 100 basis points in interest rates would have resulted in an approximately $57 million market value reduction or increase in our investment portfolio as of January 31, 2024.

[removed: An immediate] [added: A hypothetical] increase or decrease of 100 basis points in interest rates would have resulted in an approximately [removed: $29] [added: $89] million market value reduction or increase in our investment portfolio as of January 31, [removed: 2023.][added: 2025.]

For further information, see [Note 11, [removed: Debt](#i700e18e73063418aa4bbd180138d1e03_442),] [added: Debt](#i18b50fb4c27e47d0a9d505fd7fce289a_436),] of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this report.

[Table [removed: of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)][added: of](#i18b50fb4c27e47d0a9d505fd7fce289a_7) [Contents](#i18b50fb4c27e47d0a9d505fd7fce289a_7)]

Workday is [removed: a leading enterprise] [added: the AI] platform that helps organizations manage their most important assets – their people and money.

Workday provides more than [removed: 10,000] [added: 11,000] organizations with [removed: AI-powered] cloud solutions [added: powered by artificial intelligence (“AI”)] to help solve some of today’s most complex business challenges, including supporting and empowering their workforce, managing their finances and spend in an ever-changing environment, and planning for the unexpected.

We strive to make the world of work and business better, and hope to empower customers to do the same through an innovative suite of solutions [removed: licensed by] [added: with] more than [removed: 65] [added: 70] million users [added: under contract] around the world and across industries – from [added: emerging and] medium-sized businesses to more than [removed: 50%] [added: 60%] of the Fortune 500.

Central to our purpose is a set of core values – with our employees as number one – along with customer service, innovation, integrity, [removed: fun,] [added: profitability,] and [removed: profitability.][added: fun.]

We believe that [removed: having] happy employees [removed: leads] [added: lead] to happy customers, and we are committed to helping our customers adapt and thrive in this increasingly dynamic business environment.

As organizations face changing conditions, we believe the need for an intuitive, scalable, and secure platform that [removed: ties finance,] [added: provides unified management of finances,] people, suppliers, and [removed: plans together in one version of truth] [added: planning] is more important than ever.

[removed: Workday’s Artificial Intelligence (“Workday AI”)] [added: Workday Illuminate] is built into our platform, allowing us to rapidly deliver and sustain models that can solve countless business problems.

As a result, Workday [removed: AI] [added: Illuminate] helps deliver better employee experiences, increase productivity, improve operational efficiencies, and provide insights for faster, data-driven decision-making.

To support [removed: this,] [added: our customers and help them continuously adapt how they manage their business and operations,] Workday delivers weekly product updates in addition to major feature releases twice a year.

We sell our solutions worldwide primarily through direct sales [removed: through] [added: by] our field sales teams.

[Table [removed: of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)][added: of](#i18b50fb4c27e47d0a9d505fd7fce289a_7) [Contents](#i18b50fb4c27e47d0a9d505fd7fce289a_7)]

Workday’s suite of enterprise cloud applications addresses the evolving needs of the C-suite across various industries and [removed: are] [added: is] designed to be open, extensible, and configurable, allowing integration with other applications and the ability for users [added: and our partners] to build [removed: their own] custom applications.

Workday offers [removed: applications for] Financial Management, Spend Management, Human Capital Management (“HCM”), Planning, and Analytics [removed: and Benchmarking.][added: applications.]

[removed: In the changing world of finance,] Workday helps organizations accelerate their journeys towards becoming truly digital finance [removed: operations] [added: organizations] by giving them the tools they need to manage the strategic direction of their organizations while also supporting growth, profitability, and compliance and regulatory requirements.

Workday’s suite of financial management applications, built on the Workday platform with Workday [removed: AI] [added: Illuminate] at the core, helps enable CFOs to maintain accounting [removed: information in the general ledger;] [added: information;] manage core financial processes such as payables and receivables; identify real-time financial, operational, and management insights; [removed: improve] [added: perform] financial consolidation; reduce time-to-close; promote internal control and auditability; and achieve consistency across global finance operations.

Workday [removed: provides] [added: helps enable] procurement professionals [removed: with tools] to support their businesses [removed: through] [added: throughout] the source-to-contract process, including a user experience designed for ease [added: of use] and collaboration.

Workday offers a set of [removed: cloud-based] spend management solutions that help organizations streamline supplier selection and [removed: contracts, manage indirect spend, and] [added: contract management,] build and execute sourcing events, such as requests for [removed: proposals.][added: proposals, and manage indirect spend.]

In today’s dynamic environment, businesses [removed: are continuously planning] [added: need] to [added: continuously plan and] model various scenarios [removed: and preparing] to quickly respond to change.

Workday [removed: AI] [added: Illuminate] assists in creating forecasts that incorporate historical and third-party data, such as economic data and labor statistics.

Analytics and [removed: Benchmarking] [added: Reporting] and Workday [removed: Cloud] Platform: Solutions for the Offices of the Chief Information Officer (“CIO”), CFO, and CHRO

Workday provides applications for analytics and reporting, including augmented analytics to surface insights to the line of business in simple-to-understand [removed: stories, machine learning to drive efficiency and automation, and benchmarks to compare performance against other organizations.][added: stories.]

In addition, higher education institutions can deploy Workday’s [removed: solutions] [added: solution] to manage the end-to-end student and faculty lifecycle.

[removed: Our culture] [added: At Workday, innovation is a core value, which] encourages out-of-the-box thinking and creativity, [removed: which enables] [added: enabling] us to create applications designed to change the way people work.

We invest [removed: a] significant [removed: percentage of our] resources [removed: in] [added: into] product development and are committed to rapidly building and/or acquiring new applications and solutions.

To grow our [removed: unified] suite of Workday applications, we primarily invest in research and development, but we also selectively acquire companies that are consistent with our design principles, existing product set, corporate strategy, and company culture.

We invest primarily in enterprise cloud technology companies that we believe are digitally transforming their industries, [added: developing innovative AI-powered technology,] improving customer experiences, helping us expand our solution ecosystem or supporting other corporate initiatives.

As of January 31, [removed: 2024,] [added: 2025,] our global workforce consisted of [removed: approximately 18,800] [added: over 20,400] employees in [removed: 32] [added: 34] countries, of which approximately [removed: 65%] [added: 63%] were located in the U.S. and [removed: 35%] [added: 37%] were located internationally.

Our Chief People [removed: Officer, in partnership with our Chief Diversity Officer,] [added: Officer] is responsible for developing and executing Workday’s human capital strategy, including programs focused on total rewards; [removed: belonging and diversity;] [added: workforce planning] and [added: our skills-based hiring approach;] employee [added: skills,] development, engagement, and [removed: wellbeing.][added: wellbeing; and our inclusive, high-performance culture.]

Our Chief People Officer and [added: our] CEO regularly update our Board of Directors and [added: the] Compensation Committee on human capital matters and seek their input on subjects such as succession planning, executive compensation, and our company-wide [removed: equity] [added: people] programs.

Each year, we conduct a company-wide pay equity analysis to help ensure pay equity [removed: between men and women as well as a US-based analysis with respect to] [added: among] employees [removed: of different ethnicities.][added: in similar roles.]

We strive to be a workplace where all employees are valued for their unique perspectives and where we [removed: all] collectively contribute to Workday’s success and innovation.

Whether [removed: it’s] through creating resources and initiatives that enable and strengthen our culture, building inclusive products and technology, or hiring and developing [removed: diverse] [added: great] talent, [removed: our vision is to Value Inclusion, Belonging,] [added: we are building a vibrant workplace that fuels innovation] and [removed: Equity (“VIBE”) for all.][added: collaboration.]

Our [removed: 12] [added: 13] Employee Belonging Councils (“EBCs”) play an integral role in fostering a culture of VIBE.

[removed: Skills,] [added: We acknowledge that skills,] education, and [removed: experience] [added: lived and learned experiences] are gained in a variety of ways that are often not recognized in the traditional recruiting [removed: process.][added: process, which is why we take a holistic approach to talent acquisition that prioritizes a skills-based approach.]

Using Workday [removed: AI,] [added: Illuminate,] Career Hub provides workers with suggestions to grow their skills and capabilities and encourages them to build a plan as they explore opportunities for continued career development.

In fiscal [removed: 2024,] [added: 2025,] we had a 100% completion rate for our annual Code of Conduct training.

Workday leverages multiple communication channels to engage and inform employees, including company meetings, [added: functional] town halls, internal websites, and social collaboration tools.

We [removed: also] use Workday Peakon Employee [removed: Voice] [added: Voice, powered by Workday Illuminate,] to collect [added: and analyze] feedback in real time from our [removed: employees] [added: employees, garner insights] and [added: recommendations, and] turn that feedback into dialog and action.

Since we introduced Workday Peakon Employee Voice in fiscal 2022, employees have provided over [removed: 486,000] [added: 600,000] confidential comments on the platform through weekly surveys and [removed: 95%] [added: 91%] of our employees have taken part in at least one survey, which reflects strong engagement by our employees.

Every [removed: Workmate] [added: employee] receives enablement on our performance and growth philosophy, what’s expected of them, and how to leverage these practices to ensure their own personal success and career growth at Workday.

In fiscal 2025, we announced Workday Illuminate, the next generation of Workday AI, designed to help our customers accelerate manual tasks, assist their employees, and transform their business processes.

In fiscal 2025, we announced several Workday Illuminate-powered capabilities that are expected to be generally available to customers in fiscal 2026, including a set of new role-based AI agents for recruiting, talent mobility, succession, and optimization, and a new Workday Assistant to help simplify common human resources (“HR”) and finance processes.

Workday Wellness, another new Workday Illuminate-powered solution, will help provide companies with a real-time view into which benefits and wellness offerings their employees want and use and give AI-driven recommendations on how to improve their benefits programs.

In February 2025, we announced additional role-based AI agents for contracts, payroll, financial auditing, and policy.

We also announced the Workday Agent System of Record, which is designed to help our customers embrace agentic AI by providing a centralized system for managing, tracking, integrating, and optimizing AI agents that are built by Workday, the customer, or third parties.

The Workday Agent System of Record and new role-based AI agents are currently in development and are expected to become available later in fiscal 2026.

Our AI-powered capabilities for finance are designed to transform certain accounting, finance, and procurement processes by anticipating and streamlining common actions and workflows to help increase productivity.

Workday delivers HR solutions to help organizations build a skilled workforce, drive productivity, and create an engaging workplace.

For example, we are helping organizations manage their total workforce in one seamless experience on Workday through our solutions, including Workday Adaptive Planning, Workday Illuminate-powered recruiting agent, Workday VNDLY, and Workday HCM.

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The Workday Platform combines both the innovation built by Workday and on Workday by our customers and partners, providing organizations with the flexibility to integrate third-party applications and services directly into Workday.

By managing their people and money together on the Workday platform, our customers can gain new possibilities for increased agility, transformation, and performance.

For example, in fiscal 2025, we acquired HiredScore, Inc. (“HiredScore”), a leading provider of AI-powered talent orchestration solutions, and Evisort Inc. (“Evisort”), a provider of an AI-native document intelligence platform.

We also generate customer leads and transact through our partner ecosystem, including through resellers.

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As a core part of our strategy, we have developed and continue to grow a global ecosystem of partners that build and sell new applications on the Workday platform, source new business with Workday, and deliver quality services and customer outcomes with Workday.

These relationships include innovation partners, sales partners, and services partners.

Together, Workday and our partners help our customers to better manage their people and their money.

The Workday Marketplace allows customers to find Built on Workday applications, Industry Accelerators, packaged solutions, and other integrations and solutions that are purpose-built to complement the Workday platform in targeted countries and industries.

Strategic partnerships with public cloud providers, including Amazon Web Services, Inc. (“AWS”) and Google Cloud, allow our customers to reduce their committed spend on cloud.

Our global partnerships with payroll providers, including Automatic Data Processing, Inc. (“ADP”) and Strada, enable integrated and streamlined payroll solutions across the world.

In addition, we offer Workday Success Plans, a comprehensive, add-on subscription service that delivers continuous value for our customers through strategic advice, product expertise, adoption resources, on-demand education, and technical guidance.

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- existing relationships with key senior business leaders; and

These numbers do not reflect the impacts of our restructuring plan announced in February 2025 (“Fiscal 2026 Restructuring Plan”), which is currently expected to result in the reduction of approximately 8% of our workforce.

Maintaining strong employee relations is a priority and we consider our relations with our employees to be positive.

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VIBE: Value Inclusion, Belonging, and Equity for All

Value Inclusion, Belonging, and Equity for all (“VIBE”) is our vision for cultivating an environment where all employees can thrive.

Our EBCs, including Families @ Workday, Black @ Workday, Military and Veterans at Workday, and Workday for People with Disabilities, among others, cultivate a culture of VIBE by providing spaces open to all employees to foster ideation, advance inclusion, and drive innovation.

As of January 31, 2025, over a quarter of our employees were members of one or more EBC.

By standardizing practices to attract and evaluate talent fairly, minimize barriers and biases, and promote a skills-first hiring approach, we aim to deliver a meaningful and positive experience for all.

We also encourage regular 1:1 sessions and quarterly check-ins between managers and employees to provide individual performance feedback, and the use of our peer recognition platform.

We believe that understanding what our employees want and supporting them effectively is critical to retaining our highest performing employees and attracting top talent.

[Table of](#i18b50fb4c27e47d0a9d505fd7fce289a_7) [Contents](#i18b50fb4c27e47d0a9d505fd7fce289a_7)

Workday’s Giving & Doing program embodies our belief in making a positive impact beyond our organizational walls, empowering employees to engage in charitable efforts, community service, and volunteerism.

Our website is located at www.workday.com and our investor relations website is located at www.investor.workday.com.

Workday also uses its websites, including its investor relations website and blogs.workday.com as a means of disclosing information about Workday, including information that could be deemed material by investors.

[Table of](#i18b50fb4c27e47d0a9d505fd7fce289a_7) [Contents](#i18b50fb4c27e47d0a9d505fd7fce289a_7)

Our purpose is to inspire a brighter work day for all.

Workday provides organizations with a unified system that can help them plan, execute, analyze, and extend to other applications and environments, thereby helping them continuously adapt how they manage their business and operations.

In fiscal 2024, we announced the new Workday AI Marketplace to help our customers easily find and deploy certified artificial intelligence (“AI”) and machine learning (“ML”) partner solutions to propel their businesses into the future.

In addition, we announced several new generative AI capabilities that are expected to be available to our customers in fiscal 2025, including capabilities that will help customers generate job descriptions in minutes and analyze and correct contracts for more accurate revenue recognition.

Workday AI Gateway will enable developers to develop customized applications by providing access to Workday AI and ML services.

In the changing world of human resources (“HR”), Workday helps organizations identify and respond to rapidly changing conditions, whether they stem from shifting talent needs or a focus on belonging and diversity or employee engagement.

For example, Workday Skills Cloud, one of our most widely-adopted AI use cases, helps organizations make the important shift to a skills-first approach, helping them prepare today for the jobs of tomorrow.

At Workday, innovation is a core value.

Our architecture enables us to deploy our solutions rapidly to meet evolving business needs.

We consider our relations with our employees to be very good.

Belonging and Diversity

Belonging and Diversity (“B&D”) helps us cultivate an equitable and inclusive environment for all.

Our EBCs, including Black @ Workday, Military and Veterans, and Workday for People with Disabilities, among others, provide a designated space for members and allies to advance inclusive business initiatives, enable professional development, promote connections, and bring greater visibility to diverse talent, as well as engage in community outreach activities.

As a part of our ongoing commitment to VIBE, we track progress and plan for the future by using our internally developed B&D products and solutions to assess equity and analyze diversity- and inclusion-related data that informs our VIBE strategy.

Through these products, we can assess, measure, benchmark, and manage diversity and inclusion as well as empower our leaders to create B&D plans and measure performance and outcomes across areas such as hiring, development, and employee experience.

Looking at our diversity data, we continue to make strides in our representation.

As of January 31, 2024, women represented 42% of our global employees and 38% of our leadership positions globally, and underrepresented minorities (defined as those who identify as Alaskan native, American Indian, Black, Latinx, Native Hawaiian, Other Pacific Islander, and/or two or more races) represented 14% of our U.S. employees and 10% of our leadership positions in the U.S. We remain focused on increasing gender equity and representation globally, and continuing efforts to support our underrepresented communities.

We believe that talent is everywhere, but opportunity is not.

Talent acquisition at Workday ensures there is intentionality about weaving VIBE throughout our hiring practices to ensure an inclusive and equitable experience for all.

We also invest in leading workforce development organizations who provide direct training and employment opportunities for candidates facing barriers to employment through our Opportunity Onramps programs.

In support of our efforts to give back to the communities where we live and work and to further our culture, our employees donate time and expertise as mentors and volunteers to help close the skills gap.

As a core part of our strategy, we have developed and continue to grow a global ecosystem of partners to both broaden and complement our application offerings and to provide services designed to meet the complex needs of our customers both large and small.

These relationships include independent software vendors, technology partners, and system integrators, who help deliver technology solutions and expertise to support our joint customers, as well as less traditional partners such as benefits brokers, who help introduce our solutions to their customers.

Our growing ecosystem of partners helps accelerate our customers’ digital transformation initiatives.

The Workday Marketplace allows customers to find solutions built on Workday’s platform that meet their specific needs, including trusted solutions from Workday-certified partners.

We have also expanded existing relationships with Automatic Data Processing, Inc. (“ADP”) and Alight to enable a more streamlined experience for payroll administrators and with Amazon Web Services, Inc. (“AWS”) and Google Cloud to accelerate innovation and time to value for our customers.

Workday also uses its blogs.workday.com website as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

[Table [removed: of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)][added: of](#i18b50fb4c27e47d0a9d505fd7fce289a_7) [Contents](#i18b50fb4c27e47d0a9d505fd7fce289a_7)]

For the fiscal year ended January 31, [removed: 2024][added: 2025]

The aggregate market value of the voting and non-voting stock of the registrant as of July 31, [removed: 2023] [added: 2024] (based on a closing price of [removed: $237.13] [added: $227.12] per share) held by non-affiliates was approximately [removed: $49.0] [added: $48.1] billion.

As of March [removed: 6, 2024,] [added: 7, 2025,] there were approximately [removed: 211] [added: 215] million shares of the registrant’s Class A common stock, net of treasury stock, and [removed: 53] [added: 51] million shares of the registrant’s Class B common stock outstanding.

Portions of the registrant’s definitive proxy statement for its [removed: 2024] [added: 2025] Annual Meeting of Stockholders (“Proxy Statement”), to be filed within 120 days of the registrant’s fiscal year ended January 31, [removed: 2024,] [added: 2025,] are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

| Item 1. | | | [removed: [Business](#i700e18e73063418aa4bbd180138d1e03_13)] [added: [Business](#i18b50fb4c27e47d0a9d505fd7fce289a_13)] | | | [removed: [1](#i700e18e73063418aa4bbd180138d1e03_13)] [added: [1](#i18b50fb4c27e47d0a9d505fd7fce289a_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i700e18e73063418aa4bbd180138d1e03_52)] [added: Factors](#i18b50fb4c27e47d0a9d505fd7fce289a_49)] | | | [removed: [8](#i700e18e73063418aa4bbd180138d1e03_52)] [added: [8](#i18b50fb4c27e47d0a9d505fd7fce289a_49)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i700e18e73063418aa4bbd180138d1e03_187)] [added: Comments](#i18b50fb4c27e47d0a9d505fd7fce289a_172)] | | | [removed: [28](#i700e18e73063418aa4bbd180138d1e03_187)] [added: [29](#i18b50fb4c27e47d0a9d505fd7fce289a_172)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i700e18e73063418aa4bbd180138d1e03_4029)] [added: [Cybersecurity](#i18b50fb4c27e47d0a9d505fd7fce289a_175)] | | | [removed: [28](#i700e18e73063418aa4bbd180138d1e03_4029)] [added: [29](#i18b50fb4c27e47d0a9d505fd7fce289a_175)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i700e18e73063418aa4bbd180138d1e03_193)] [added: Proceedings](#i18b50fb4c27e47d0a9d505fd7fce289a_181)] | | | [removed: [30](#i700e18e73063418aa4bbd180138d1e03_193)] [added: [31](#i18b50fb4c27e47d0a9d505fd7fce289a_181)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i700e18e73063418aa4bbd180138d1e03_196)] [added: Disclosures](#i18b50fb4c27e47d0a9d505fd7fce289a_184)] | | | [removed: [30](#i700e18e73063418aa4bbd180138d1e03_196)] [added: [31](#i18b50fb4c27e47d0a9d505fd7fce289a_184)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#i700e18e73063418aa4bbd180138d1e03_202)] [added: Securities](#i18b50fb4c27e47d0a9d505fd7fce289a_190)] | | | [removed: [31](#i700e18e73063418aa4bbd180138d1e03_202)] [added: [32](#i18b50fb4c27e47d0a9d505fd7fce289a_190)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i700e18e73063418aa4bbd180138d1e03_226)] [added: Operations](#i18b50fb4c27e47d0a9d505fd7fce289a_214)] | | | [removed: [34](#i700e18e73063418aa4bbd180138d1e03_226)] [added: [34](#i18b50fb4c27e47d0a9d505fd7fce289a_214)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i700e18e73063418aa4bbd180138d1e03_292)] [added: Risk](#i18b50fb4c27e47d0a9d505fd7fce289a_286)] | | | [removed: [47](#i700e18e73063418aa4bbd180138d1e03_292)] [added: [47](#i18b50fb4c27e47d0a9d505fd7fce289a_286)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i700e18e73063418aa4bbd180138d1e03_295)] [added: Data](#i18b50fb4c27e47d0a9d505fd7fce289a_289)] | | | [removed: [48](#i700e18e73063418aa4bbd180138d1e03_295)] [added: [48](#i18b50fb4c27e47d0a9d505fd7fce289a_289)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i700e18e73063418aa4bbd180138d1e03_487)] [added: Disclosure](#i18b50fb4c27e47d0a9d505fd7fce289a_487)] | | | [removed: [86](#i700e18e73063418aa4bbd180138d1e03_487)] [added: [85](#i18b50fb4c27e47d0a9d505fd7fce289a_487)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i700e18e73063418aa4bbd180138d1e03_490)] [added: Procedures](#i18b50fb4c27e47d0a9d505fd7fce289a_490)] | | | [removed: [86](#i700e18e73063418aa4bbd180138d1e03_490)] [added: [85](#i18b50fb4c27e47d0a9d505fd7fce289a_490)] | | |

| Item 9B. | | | [Other [removed: Information](#i700e18e73063418aa4bbd180138d1e03_493)] [added: Information](#i18b50fb4c27e47d0a9d505fd7fce289a_493)] | | | [removed: [87](#i700e18e73063418aa4bbd180138d1e03_493)] [added: [86](#i18b50fb4c27e47d0a9d505fd7fce289a_493)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i700e18e73063418aa4bbd180138d1e03_496)] [added: Inspections](#i18b50fb4c27e47d0a9d505fd7fce289a_496)] | | | [removed: [87](#i700e18e73063418aa4bbd180138d1e03_496)] [added: [86](#i18b50fb4c27e47d0a9d505fd7fce289a_496)] | | |

| Item 10. | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i700e18e73063418aa4bbd180138d1e03_502)] [added: Governance](#i18b50fb4c27e47d0a9d505fd7fce289a_502)] | | | [removed: [88](#i700e18e73063418aa4bbd180138d1e03_502)] [added: [87](#i18b50fb4c27e47d0a9d505fd7fce289a_502)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i700e18e73063418aa4bbd180138d1e03_505)] [added: Compensation](#i18b50fb4c27e47d0a9d505fd7fce289a_505)] | | | [removed: [88](#i700e18e73063418aa4bbd180138d1e03_505)] [added: [87](#i18b50fb4c27e47d0a9d505fd7fce289a_505)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i700e18e73063418aa4bbd180138d1e03_508)] [added: Matters](#i18b50fb4c27e47d0a9d505fd7fce289a_508)] | | | [removed: [88](#i700e18e73063418aa4bbd180138d1e03_508)] [added: [87](#i18b50fb4c27e47d0a9d505fd7fce289a_508)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i700e18e73063418aa4bbd180138d1e03_511)] [added: Independence](#i18b50fb4c27e47d0a9d505fd7fce289a_511)] | | | [removed: [88](#i700e18e73063418aa4bbd180138d1e03_511)] [added: [87](#i18b50fb4c27e47d0a9d505fd7fce289a_511)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i700e18e73063418aa4bbd180138d1e03_514)] [added: Services](#i18b50fb4c27e47d0a9d505fd7fce289a_514)] | | | [removed: [88](#i700e18e73063418aa4bbd180138d1e03_514)] [added: [87](#i18b50fb4c27e47d0a9d505fd7fce289a_514)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i700e18e73063418aa4bbd180138d1e03_520)] [added: Schedules](#i18b50fb4c27e47d0a9d505fd7fce289a_520)] | | | [removed: [89](#i700e18e73063418aa4bbd180138d1e03_520)] [added: [88](#i18b50fb4c27e47d0a9d505fd7fce289a_520)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i700e18e73063418aa4bbd180138d1e03_523)] [added: Summary](#i18b50fb4c27e47d0a9d505fd7fce289a_523)] | | | [removed: [92](#i700e18e73063418aa4bbd180138d1e03_523)] [added: [91](#i18b50fb4c27e47d0a9d505fd7fce289a_523)] | | |

| | | | [removed: [Signatures](#i700e18e73063418aa4bbd180138d1e03_526)] [added: [Signatures](#i18b50fb4c27e47d0a9d505fd7fce289a_526)] | | | [removed: [93](#i700e18e73063418aa4bbd180138d1e03_526)] [added: [92](#i18b50fb4c27e47d0a9d505fd7fce289a_526)] | | |

References to fiscal [removed: 2024,] [added: 2025,] for example, refer to the year ended January 31, [removed: 2024*.][added: 2025*.]

These forward-looking statements are subject to a number of risks, uncertainties, assumptions, and changes in circumstances that are difficult to predict and many of which are outside of our control, such as those arising from the impact of recent macroeconomic events, including [removed: inflation,] increased [added: tariffs, elevated inflation, and fluctuating] interest [removed: rates,] [added: rates] and [removed: geopolitical factors,] [added: foreign currency exchange rates,] as well as [added: geopolitical instability and] those described in the* “*Risk Factors*” *section, which we encourage you to read carefully.

[Table of](#i18b50fb4c27e47d0a9d505fd7fce289a_7) [Contents](#i18b50fb4c27e47d0a9d505fd7fce289a_7)

| Item 2. | | | [Properties](#i18b50fb4c27e47d0a9d505fd7fce289a_178) | | | [31](#i18b50fb4c27e47d0a9d505fd7fce289a_178) | | |

| Item 6. | | | [\[Reserved\]](#i18b50fb4c27e47d0a9d505fd7fce289a_4127) | | | [34](#i18b50fb4c27e47d0a9d505fd7fce289a_4127) | | |

[Table of](#i18b50fb4c27e47d0a9d505fd7fce289a_7) [Contents](#i18b50fb4c27e47d0a9d505fd7fce289a_7)

| Item 2. | | | [Properties](#i700e18e73063418aa4bbd180138d1e03_190) | | | [30](#i700e18e73063418aa4bbd180138d1e03_190) | | |

| Item 6. | | | [\[Reserved\]](#i700e18e73063418aa4bbd180138d1e03_223) | | | [33](#i700e18e73063418aa4bbd180138d1e03_223) | | |

[Table [removed: of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)][added: of](#i18b50fb4c27e47d0a9d505fd7fce289a_7) [Contents](#i18b50fb4c27e47d0a9d505fd7fce289a_7)]

We also maintain a privacy and cybersecurity incident response program to prepare for, detect, respond [removed: to] [added: to,] and recover from cybersecurity incidents, which include processes to triage, assess severity for, escalate, contain, investigate, and remediate the incident, as well as to comply with potentially applicable legal obligations and mitigate brand and reputational damage.

We describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, financial condition, or results of operations, under the headings “*We depend on data centers and other infrastructure operated by third parties, as well as internet availability, and any disruption in these operations could adversely affect our business and operating results*,” “*If we are unable to successfully integrate our applications with a variety of third-party technologies, our business and operating results could be adversely affected*,” and “*If our information technology systems are compromised or unauthorized access to customer or user data is otherwise obtained, our applications may be perceived as not being secure, our operations may be disrupted, our applications may become unavailable, customers and end users may reduce the use of or stop using our applications, and we may incur significant liabilities*” [removed: included as part of] [added: in] our [removed: risk factor disclosures] [added: “Risk Factors”] included in [added: Part I,] Item 1A of this report, which disclosures are incorporated by reference herein.

Additionally, the Board has delegated to [removed: our] [added: its] Audit Committee oversight of cybersecurity risks and processes to manage them.

The Board and Audit Committee generally receive materials, including a cybersecurity scorecard and other materials indicating current and emerging cybersecurity threat [removed: risks,] [added: risks] and describing [removed: the company’s] [added: our] ability to mitigate those risks, and discuss such matters with our Chief Information Security Officer (“CISO”).

Our CISO has more than [removed: 15] [added: 20] years of experience in cybersecurity and information technology risk management, including at a large public company and a recognized consulting firm.

This team includes our [removed: CIO, our Chief Privacy Officer,] [added: CIO] and our Chief Legal Counsel.

This team contributes to the development of [removed: the company’s] [added: our] cybersecurity strategy and is periodically updated regarding evolving cybersecurity risks and the in-place responsive actions.

When appropriate, we use external service providers and consultants to assess or monitor the environment or otherwise assist with aspects of our cybersecurity controls and risk assessment process.

[Table of](#i18b50fb4c27e47d0a9d505fd7fce289a_7) [Contents](#i18b50fb4c27e47d0a9d505fd7fce289a_7)

Our CISO leads all aspects of our global cybersecurity program.

Our CISO leads all aspects of our global cybersecurity program, including the identification, evaluation, and prioritization of security risks, as well as the company’s response to material security incidents.

Our corporate [removed: headquarters, which includes operations and product development facilities,] [added: headquarters] is located in Pleasanton, California.

[removed: In addition, we] [added: We also] lease office space in various locations, including North America, Europe, and Asia Pacific, and data center capacity throughout [removed: North America] [added: the United States] and Europe.

[removed: In the future, we may expand our facilities or add new facilities as we add employees and enter new geographic markets, and we] [added: We] believe that suitable additional or alternative space will be available on commercially reasonable terms to accommodate any [removed: such] growth.

In the future, we may expand our facilities, add new facilities, or exit facilities as our needs evolve.

[Table [removed: of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)][added: of](#i18b50fb4c27e47d0a9d505fd7fce289a_7) [Contents](#i18b50fb4c27e47d0a9d505fd7fce289a_7)]

The chart assumes $100 was invested at the close of market on January 31, [removed: 2019,] [added: 2020,] in our Class A common stock, the S&P 500 Index, and the S&P 1500 Application Software Index, and assumes the reinvestment of any dividends.

[Table [removed: of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)][added: of](#i18b50fb4c27e47d0a9d505fd7fce289a_7) [Contents](#i18b50fb4c27e47d0a9d505fd7fce289a_7)]

[removed: ][added: ]

| Company/Index | | | | | | [removed: 1/31/2019] [added: 1/31/2020] | | | | | | [removed: 1/31/2020] [added: 1/31/2021] | | | | | | [removed: 1/31/2021] [added: 1/31/2022] | | | | | | [removed: 1/31/2022] [added: 1/31/2023] | | | | | | [removed: 1/31/2023] [added: 1/31/2024] | | | | | | [removed: 1/31/2024] [added: 1/31/2025] | | |

Purchases of Equity Securities by the [removed: Issuer and Affiliated Purchases][added: Issuer]

The table below sets forth information regarding our purchases of our Class A common stock during the three months ended January 31, [removed: 2024] [added: 2025] (in millions, except number of shares which are reflected in thousands and per share data):

(1)In [removed: November 2022,] [added: August 2024,] our Board of Directors authorized the [removed: 2022] [added: August 2024] Share Repurchase Program, under which we may repurchase up to [removed: $500 million] [added: $1.0 billion] of our outstanding shares of Class A common stock.

For further information, see [Note 14, Stockholders’ [removed: Equity](#i700e18e73063418aa4bbd180138d1e03_457) and [Note 21, Subsequent Events](#i700e18e73063418aa4bbd180138d1e03_484),] [added: Equity](#i18b50fb4c27e47d0a9d505fd7fce289a_451),] of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this report.

As of March 7, 2025, there were 16 stockholders of record of our Class A common stock (not including an indeterminate number of beneficial holders of stock held in street name through brokers and other intermediaries) and 60 stockholders of record of our Class B common stock.

| Workday, Inc. | | | | | | $ | 100.00 | | | | | $ | 123.24 | | | | | $ | 137.04 | | | | | $ | 98.27 | | | | | $ | 157.65 | | | | | $ | 141.94 | |

| S&P 500 Index | | | | | | 100.00 | | | | | | 117.23 | | | | | | 144.52 | | | | | | 132.62 | | | | | | 160.20 | | | | | | 202.41 | | |

| S&P 1500 Application Software Index | | | | | | 100.00 | | | | | | 131.94 | | | | | | 146.32 | | | | | | 118.53 | | | | | | 178.89 | | | | | | 194.28 | | |

| November 1, 2024 - November 30, 2024 | | | 201 | | | | | | $ | 258.35 | | | | | 201 | | | | | | $ | 850 | |

| December 1, 2024 - December 31, 2024 | | | 176 | | | | | | 269.46 | | | | | | 176 | | | | | | 802 | | |

| January 1, 2025 - January 31, 2025 | | | 0 | | | | | | 0.00 | | | | | | 0 | | | | | | 802 | | |

| Total | | | 377 | | | | | | | | | | | | 377 | | | | | | | | |

Prior to the August 2024 Share Repurchase Program, our Board of Directors authorized a $500 million share repurchase program in February 2024, which we completed in the third quarter of fiscal 2025, and a $500 million share repurchase program in November 2022, which we completed in the first quarter of fiscal 2025.

[Table of](#i18b50fb4c27e47d0a9d505fd7fce289a_7) [Contents](#i18b50fb4c27e47d0a9d505fd7fce289a_7)

As of March 6, 2024, there were 17 stockholders of record of our Class A common stock, including The Depository Trust Company, which holds shares of our common stock on behalf of an indeterminate number of beneficial owners, as well as 65 stockholders of record of our Class B common stock.

| Workday, Inc. | | | | | | $ | 100.00 | | | | | $ | 101.71 | | | | | $ | 125.34 | | | | | $ | 139.38 | | | | | $ | 99.94 | | | | | $ | 160.34 | |

| S&P 500 Index | | | | | | 100.00 | | | | | | 121.67 | | | | | | 142.63 | | | | | | 175.83 | | | | | | 161.36 | | | | | | 194.90 | | |

| S&P 1500 Application Software Index | | | | | | 100.00 | | | | | | 133.60 | | | | | | 176.27 | | | | | | 195.48 | | | | | | 158.36 | | | | | | 238.99 | | |

| November 1, 2023 - November 30, 2023 | | | 254 | | | | | | $ | 231.93 | | | | | 254 | | | | | | $ | 80 | |

| December 1, 2023 - December 31, 2023 | | | 204 | | | | | | 273.53 | | | | | | 204 | | | | | | 24 | | |

| January 1, 2024 - January 31, 2024 | | | 79 | | | | | | 273.43 | | | | | | 79 | | | | | | 2 | | |

| Total | | | 537 | | | | | | | | | | | | 537 | | | | | | | | |

As of January 31, 2024, we were authorized to purchase a remaining $2 million of our outstanding shares of Class A common stock under the 2022 Share Repurchase Program.

In February 2024, our Board of Directors authorized the 2024 Share Repurchase Program, under which we may repurchase up to an additional $500 million of our outstanding shares of Class A common stock.

[Table of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)

| [Reports of Independent Registered Public Accounting [removed: Firm](#i700e18e73063418aa4bbd180138d1e03_298)] [added: Firm](#i18b50fb4c27e47d0a9d505fd7fce289a_292)] | | | (PCAOB ID: 42) | | | | | | [removed: [49](#i700e18e73063418aa4bbd180138d1e03_298)] [added: [49](#i18b50fb4c27e47d0a9d505fd7fce289a_292)] | | |

| [Consolidated Balance [removed: Sheets](#i700e18e73063418aa4bbd180138d1e03_304)] [added: Sheets](#i18b50fb4c27e47d0a9d505fd7fce289a_298)] | | | | | | | | | [removed: [52](#i700e18e73063418aa4bbd180138d1e03_304)] [added: [52](#i18b50fb4c27e47d0a9d505fd7fce289a_298)] | | |

| [Consolidated Statements of [removed: Operations](#i700e18e73063418aa4bbd180138d1e03_307)] [added: Operations](#i18b50fb4c27e47d0a9d505fd7fce289a_301)] | | | | | | | | | [removed: [53](#i700e18e73063418aa4bbd180138d1e03_307)] [added: [53](#i18b50fb4c27e47d0a9d505fd7fce289a_301)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#i700e18e73063418aa4bbd180138d1e03_313)] [added: (Loss)](#i18b50fb4c27e47d0a9d505fd7fce289a_307)] | | | | | | | | | [removed: [54](#i700e18e73063418aa4bbd180138d1e03_313)] [added: [54](#i18b50fb4c27e47d0a9d505fd7fce289a_307)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#i700e18e73063418aa4bbd180138d1e03_316)] [added: Equity](#i18b50fb4c27e47d0a9d505fd7fce289a_310)] | | | | | | | | | [removed: [55](#i700e18e73063418aa4bbd180138d1e03_316)] [added: [55](#i18b50fb4c27e47d0a9d505fd7fce289a_310)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i700e18e73063418aa4bbd180138d1e03_319)] [added: Flows](#i18b50fb4c27e47d0a9d505fd7fce289a_313)] | | | | | | | | | [removed: [56](#i700e18e73063418aa4bbd180138d1e03_319)] [added: [56](#i18b50fb4c27e47d0a9d505fd7fce289a_313)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i700e18e73063418aa4bbd180138d1e03_322)] [added: Statements](#i18b50fb4c27e47d0a9d505fd7fce289a_316)] | | | | | | | | | [removed: [58](#i700e18e73063418aa4bbd180138d1e03_322)] [added: [58](#i18b50fb4c27e47d0a9d505fd7fce289a_316)] | | |

[Table [removed: of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)][added: of](#i18b50fb4c27e47d0a9d505fd7fce289a_7) [Contents](#i18b50fb4c27e47d0a9d505fd7fce289a_7)]

We have audited the accompanying consolidated balance sheets of Workday, Inc. (the Company) as of January 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended January 31, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended January 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of January 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March [removed: 8, 2024] [added: 11, 2025] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | As described in Note 2 to the consolidated financial statements, the Company recognizes revenue primarily from subscription services and professional services contracts. Some of the Company’s contracts contain multiple performance obligations. For these contracts, the Company assesses the performance obligations and accounts for those obligations separately if they are distinct. [removed: In such cases, the transaction price is allocated to the distinct performance obligations on a relative standalone selling price basis.] Auditing the Company’s determination of distinct performance obligations [added: related to subscription services contracts] was challenging. For example, there were nonstandard terms and conditions [added: in certain subscription services contracts] that required judgment to determine whether the distinct performance obligations were identified and accounted for appropriately. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process to identify distinct performance [removed: obligations.] [added: obligations in subscription services contracts.] Among other audit procedures, we selected a sample of [added: subscription services] contracts and evaluated whether management appropriately identified and considered the terms and conditions and the appropriate revenue recognition. As part of our procedures, we evaluated the assessment of distinct performance [removed: obligations.] [added: obligations in these contracts.] | | |

We have audited Workday, Inc.’s internal control over financial reporting as of January 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Workday, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of January 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended January 31, [removed: 2024,] [added: 2025,] and the related notes and our report dated March [removed: 8, 2024] [added: 11, 2025] expressed an unqualified opinion thereon.

| | | | As of January 31, | | | | | | | | | [added: | | | | | |]

| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Cash and cash equivalents | | | $ | [added: 1,543 | | | | | $ |] 2,012 | | | | | $ | 1,886 | |

| Marketable securities | | | [removed: 5,801] [added: 6,474] | | | | | | [removed: 4,235] [added: 5,801] | | |

| Trade and other receivables, net of allowance for credit losses of [removed: $11] [added: $10] and [removed: $9,] [added: $11,] respectively | | | [removed: 1,639] [added: 1,950] | | | | | | [removed: 1,570] [added: 1,639] | | |

| Deferred costs | | | [removed: 232] [added: 267] | | | | | | [removed: 191] [added: 232] | | |

| Prepaid expenses and other current assets | | | [removed: 255] [added: 311] | | | | | | [removed: 226] [added: 255] | | |

| Total current assets | | | [removed: 9,939] [added: 10,545] | | | | | | [removed: 8,108] [added: 9,939] | | |

| Property and equipment, net | | | [removed: 1,234] [added: 1,239] | | | | | | [removed: 1,201] [added: 1,234] | | |

| Operating lease right-of-use assets | | | [removed: 289] [added: 336] | | | | | | [removed: 249] [added: 289] | | |

| Deferred costs, noncurrent | | | [removed: 509] [added: 561] | | | | | | [removed: 421] [added: 509] | | |

| Acquisition-related intangible assets, net | | | [removed: 233] [added: 361] | | | | | | [removed: 306] [added: 233] | | |

| Deferred tax assets | | | [removed: 1,065] [added: 1,039] | | | | | | [removed: 13] [added: 1,065] | | |

| Goodwill | | | [removed: 2,846] [added: 3,478] | | | | | | [removed: 2,840] [added: 2,846] | | |

| Other assets | | | [removed: 337] [added: 418] | | | | | | [removed: 348] [added: 337] | | |

| Total assets | | | $ | [removed: 16,452] [added: 17,977] | | | | | $ | [removed: 13,486] [added: 16,452] | |

| Accounts payable | | | [removed: $] [added: 25] | [removed: 78] | | | | | [removed: $] [added: (72)] | [removed: 154] | | [added: | | | 86 | | |]

| Accrued expenses and other current liabilities | | | [removed: 287] [added: 296] | | | | | | [removed: 260] [added: 287] | | |

| Accrued compensation | | | [removed: 544] [added: 578] | | | | | | [removed: 564] [added: 544] | | |

| Unearned revenue | | | [removed: 4,057] [added: 4,467] | | | | | | [removed: 3,559] [added: 4,057] | | |

| Operating lease liabilities | | | [removed: 89] [added: 99] | | | | | | [removed: 91] [added: 89] | | |

| Total current liabilities | | | [removed: 5,055] [added: 5,548] | | | | | | [removed: 4,628] [added: 5,055] | | |

| Debt, noncurrent | | | [removed: 2,980] [added: 2,984] | | | | | | [removed: 2,976] [added: 2,980] | | |

| Unearned revenue, noncurrent | | | [removed: 70] [added: 80] | | | | | | [removed: 75] [added: 70] | | |

[Table of](#i18b50fb4c27e47d0a9d505fd7fce289a_7) [Contents](#i18b50fb4c27e47d0a9d505fd7fce289a_7)

[Table of](#i18b50fb4c27e47d0a9d505fd7fce289a_7) [Contents](#i18b50fb4c27e47d0a9d505fd7fce289a_7)

[Table of](#i18b50fb4c27e47d0a9d505fd7fce289a_7) [Contents](#i18b50fb4c27e47d0a9d505fd7fce289a_7)

[Table of](#i18b50fb4c27e47d0a9d505fd7fce289a_7) [Contents](#i18b50fb4c27e47d0a9d505fd7fce289a_7)

| Restructuring | | | 84 | | | | | | 0 | | | | | | 40 | | |

| Restructuring | | | 8 | | | | | | 0 | | | | | | 5 | | |

[Table of](#i18b50fb4c27e47d0a9d505fd7fce289a_7) [Contents](#i18b50fb4c27e47d0a9d505fd7fce289a_7)

[Table of](#i18b50fb4c27e47d0a9d505fd7fce289a_7) [Contents](#i18b50fb4c27e47d0a9d505fd7fce289a_7)

| Common stock: | | | | | | | | | | | | | | | | | |

| Shares withheld related to net share settlement of equity awards | | | 0 | | | | | | 0 | | | | | | 0 | | |

| Shares withheld related to net share settlement of equity awards | | | (649) | | | | | | (22) | | | | | | 0 | | |

| Balance, beginning of period | | | 21 | | | | | | 53 | | | | | | 8 | | |

| Balance, end of period | | | 84 | | | | | | 21 | | | | | | 53 | | |

| Issuance of common stock under employee equity plans | | | 7,959 | | | | | | 7,739 | | | | | | 7,158 | | |

| Issuance of common stock in business combination | | | 24 | | | | | | 76 | | | | | | 76 | | |

| Shares withheld related to net share settlement of equity awards | | | (2,579) | | | | | | (95) | | | | | | (2) | | |

[Table of](#i18b50fb4c27e47d0a9d505fd7fce289a_7) [Contents](#i18b50fb4c27e47d0a9d505fd7fce289a_7)

| Net income (loss) | | | $ | 526 | | | | | $ | 1,381 | | | | | $ | (367) | |

| Capital expenditures | | | (269) | | | | | | (232) | | | | | | (364) | | |

| Taxes paid related to net share settlement of equity awards | | | (636) | | | | | | (22) | | | | | | 0 | | |

[Table of](#i18b50fb4c27e47d0a9d505fd7fce289a_7) [Contents](#i18b50fb4c27e47d0a9d505fd7fce289a_7)

| Accrued taxes related to net share settlement of equity awards | | | 13 | | | | | | 0 | | | | | | 0 | | |

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

[Table of](#i18b50fb4c27e47d0a9d505fd7fce289a_7) [Contents](#i18b50fb4c27e47d0a9d505fd7fce289a_7)

*As used in this report, the terms* “*Workday,*” “*registrant,*” “*we,*” “*us,*” *and* “*our*” *mean Workday, Inc. and its subsidiaries unless the context indicates otherwise.*

With Workday, our customers have an artificial intelligence (“AI”)-powered cloud platform that helps them manage their most important assets – their people and money.

Although we offer a variety of enterprise cloud solutions to a diverse global customer base, we operate in one operating segment because our business activities are managed on a consolidated basis, our service offerings all operate on the Workday platform and are deployed in a similar manner, and our Chief Operating Decision Maker (“CODM”), who is our Chief Executive Officer, allocates resources and assesses performance based upon discrete financial information at the consolidated level.

Our CODM assesses performance and decides how to allocate resources based on Net income, as reported on the Consolidated Statements of Operations.

Net income is used to evaluate the overall profitability of the business and to guide decisions on how to invest in and grow the business.

Our CODM also reviews Total assets, as reported on the Consolidated Balance Sheets, and Capital expenditures, as reported on the Consolidated Statements of Cash Flows.

Significant segment expenses include the costs and expenses presented on the Consolidated Statements of Operations.

Other segment items include Other income (expense), net and Provision for (benefit from) income taxes.

[Table of](#i18b50fb4c27e47d0a9d505fd7fce289a_7) [Contents](#i18b50fb4c27e47d0a9d505fd7fce289a_7)

To date, we have not allocated any significant variable consideration to the transaction price.

[Table of](#i18b50fb4c27e47d0a9d505fd7fce289a_7) [Contents](#i18b50fb4c27e47d0a9d505fd7fce289a_7)

[Table of](#i18b50fb4c27e47d0a9d505fd7fce289a_7) [Contents](#i18b50fb4c27e47d0a9d505fd7fce289a_7)

The effectiveness of the cash flow hedges is assessed quantitatively using regression at inception of the hedge and on an ongoing basis.

[Table of](#i18b50fb4c27e47d0a9d505fd7fce289a_7) [Contents](#i18b50fb4c27e47d0a9d505fd7fce289a_7)

[Table of](#i18b50fb4c27e47d0a9d505fd7fce289a_7) [Contents](#i18b50fb4c27e47d0a9d505fd7fce289a_7)

*Restructuring*

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

March 8, 2024

| | | | | | | | | | | | | | | | | | |

| Cumulative effect of accounting changes | | | — | | | | | | — | | | | | | (220) | | |

| Cumulative effect of accounting changes | | | — | | | | | | — | | | | | | 136 | | |

| Owned real estate projects | | | (4) | | | | | | (4) | | | | | | (171) | | |

| Capital expenditures, excluding owned real estate projects | | | (228) | | | | | | (360) | | | | | | (264) | | |

With Workday, our customers have a unified system that can help them plan, execute, analyze, and extend to other applications and environments, thereby helping them continuously adapt how they manage their business and operations.

In February 2023, we completed an assessment of the useful lives of our data center equipment, including servers, network equipment, and integrated complete server and network racks.

Due to advances in technology, as well as investments in software that increased efficiencies in how we operate our data center equipment, we determined we should increase the estimated useful lives of data center equipment from 3 years to 5 years.

This change in accounting estimate was effective beginning fiscal 2024.

Based on the carrying amount of data center equipment that was in-service as of January 31, 2023, this change decreased depreciation expense by $93 million for fiscal 2024.

Operating segments are defined as components of an enterprise where separate financial information is evaluated regularly by a chief operating decision maker (“CODM”) in deciding how to allocate resources and assessing performance.

Our CODM allocates resources and assesses performance based upon discrete financial information at the consolidated level.

For fiscal 2024, our co-chief executive officers together served as CODM for purposes of segment reporting.

Effective February 1, 2024, Mr. Bhusri stepped down from his role as Co-CEO and assumed the role of Executive Chair, and Mr. Eschenbach became the sole CEO.

In conjunction with the transition, Mr. Bhusri no longer serves as CODM for purposes of segment reporting effective February 1, 2024.

Despite the change in the CODM, we determined that no change to segment reporting is necessary as there is no change in the components for which separate financial information are regularly evaluated.

We determine at the inception of each arrangement whether an investment or other interest is considered a variable interest entity (“VIE”).

If the investment or other interest is determined to be a VIE, we must evaluate whether we are considered the primary beneficiary.

The primary beneficiary of a VIE is the party that meets both of the following criteria: (1) has the power to direct the activities that most significantly impact the VIE’s economic performance; and (2) has the obligation to absorb losses or the right to receive benefits from the VIE.

For investments in VIEs in which we are considered the primary beneficiary, the assets, liabilities, and results of operations of the VIE are included in our consolidated financial statements.

As of January 31, 2024, and 2023, there were no VIEs for which we were the primary beneficiary.

As of January 31, 2024, we had no marketable equity investments.

| | | | | | | | | | | | | | | | | | | | | | | | |

As of January 31, 2024, and 2023, the fair value of debt securities in an unrealized loss position was $2.4 billion and $3.1 billion, respectively, the majority of which had been in a continuous unrealized loss position for less than 12 months.

In fiscal 2022, we recorded upward adjustments to the carrying value of non-marketable equity investments of $58 million and a non-cash gain of $12 million related to our acquisition of Zimit.

The carrying values for our marketable equity investments are summarized below (in millions):

| Total initial cost | | | $ | — | | | | | $ | 39 | |

| Cumulative net unrealized gains (losses) | | | — | | | | | | 42 | | |

| Carrying value | | | $ | — | | | | | $ | 81 | |

During fiscal 2022, we sold marketable equity investments for proceeds of $37 million, with corresponding realized gains of $7 million.

| Marketable equity investments | | | 81 | | | | | | — | | | | | | — | | | | | | 81 | | |

| Total assets | | | $ | 3,432 | | | | | $ | 2,365 | | | | | $ | — | | | | | $ | 5,797 | |

Related-Party Transactions

There were no material related party transactions related to our property and equipment in fiscal 2024 or 2023.

*Aircraft Purchase*

During fiscal 2022, we purchased an aircraft from an affiliate of our Co-Founder and CEO Emeritus, David Duffield, for approximately $24 million in cash.

The aircraft was purchased primarily for the purpose of business travel by our Co-Founder and Executive Chair, Mr. Bhusri, and other Workday executives.

Based on the assessment, management has concluded that its internal control over financial reporting was effective as of January 31, [removed: 2024,] [added: 2025,] to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.

Based on that evaluation, our principal executive officer and principal financial officer concluded that there has not been any material change in our internal control over financial reporting during the fourth quarter of fiscal [removed: 2024] [added: 2025] that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

See Management’s Report on Internal Control over Financial Reporting above and the Report of Independent Registered Public Accounting Firm on our internal control over financial reporting in [added: Part II,] Item 8, which are incorporated herein by reference.

[Table [removed: of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)][added: of](#i18b50fb4c27e47d0a9d505fd7fce289a_7) [Contents](#i18b50fb4c27e47d0a9d505fd7fce289a_7)]

During the three months ended January 31, [removed: 2024,] [added: 2025,] no directors and/or officers of Workday adopted or terminated a “Rule 10b5-1 trading arrangement,” as defined in item 408(a) of Regulation S-K intending to satisfy the affirmative defense [added: conditions] of Rule 10b5-1(c).

[Table [removed: of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)][added: of](#i18b50fb4c27e47d0a9d505fd7fce289a_7) [Contents](#i18b50fb4c27e47d0a9d505fd7fce289a_7)]

The information concerning our directors, our Audit Committee, and any changes to the process by which stockholders may recommend nominees to the Board of Directors required by this Item are incorporated herein by reference to information contained in the Proxy Statement, [added: which is expected to be filed with the SEC within 120 days after the end of the fiscal year ended January 31, 2025,] including [added: under the captions] “Proposal No. 1: Election of Directors” and “Directors and Corporate Governance.”

The information concerning our executive officers required by this Item is incorporated herein by reference to information contained in the Proxy [removed: Statement] [added: Statement,] including [added: under the caption] “Executive Officers and Other Executive Management.”

We have adopted a code of ethics, our Code of Conduct, which applies to all employees, including our principal executive officer, our principal financial officer, [added: our principal accounting officer,] and all other executive officers.

The Code of Conduct is available on our website at [removed: *www.workday.com/codeofconduct.*] [added: www.workday.com/codeofconduct*.*] A copy may also be obtained without charge by contacting Investor Relations, Workday, Inc., 6110 Stoneridge Mall Road, Pleasanton, California 94588 or by emailing ir@workday.com.

We plan to post on our website at the address described above any [removed: future] amendments [added: from] or waivers [added: to any provision] of our Code of [removed: Conduct.][added: Conduct that applies to our principal executive officer, our principal financial officer, our principal accounting officer, and all other executive officers.]

We have adopted an Insider Trading Policy governing the purchase, sale, and other transactions of Workday securities by our directors, officers, and employees, as well as Workday itself.

Workday believes that its Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards.

A copy of the Workday Insider Trading Policy is filed as Exhibit 19.1 to this report.

The information required by this Item is incorporated herein by reference to information contained in the Proxy Statement, including [added: under the captions] “Directors and Corporate [removed: Governance” and] [added: Governance,"] “Executive [removed: Compensation.”][added: Compensation,” and “Summary Compensation Table.”]

The information required by this Item is incorporated herein by reference to information contained in the Proxy Statement, including [added: under the captions] “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management.”

The information required by this Item is incorporated herein by reference to information contained in the Proxy Statement, including [added: under the captions] “Directors and Corporate Governance,” “Related Party Transactions,” and “Employment Arrangements and Indemnification Agreements.”

The information required by this Item is incorporated herein by reference to information contained in the Proxy Statement, including [added: under the caption] “Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm.”

[Table [removed: of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)][added: of](#i18b50fb4c27e47d0a9d505fd7fce289a_7) [Contents](#i18b50fb4c27e47d0a9d505fd7fce289a_7)]

| 3.1 | | | | | | [Restated Certificate of Incorporation of the [removed: Registrant](http://www.sec.gov/Archives/edgar/data/1327811/000119312512495545/d411267dex31.htm)] [added: Registrant, as amended](https://www.sec.gov/Archives/edgar/data/1327811/000132781124000165/wday-073120224xex31.htm)] | | | | | | 10-Q | | | | | | 001-35680 | | | | | | [removed: December 7, 2012] [added: August 28, 2024] | | | | | | 3.1 | | | | | | | | |

| 4.1 | | | | | | [Form of Registrant’s Class A common stock [removed: certificate](http://www.sec.gov/Archives/edgar/data/1327811/000119312512409980/d385110dex41.htm)] [added: certificate](https://www.sec.gov/Archives/edgar/data/1327811/000119312512409980/d385110dex41.htm)] | | | | | | S-1/A | | | | | | 333-183640 | | | | | | October 1, 2012 | | | | | | 4.1 | | | | | | | | |

| 4.2 | | | | | | [Form of Registrant’s Class B common stock [removed: certificate](http://www.sec.gov/Archives/edgar/data/1327811/000119312512421886/d420363dex49.htm)] [added: certificate](https://www.sec.gov/Archives/edgar/data/1327811/000119312512421886/d420363dex49.htm)] | | | | | | S-8 | | | | | | 333-184395 | | | | | | October 12, 2012 | | | | | | 4.9 | | | | | | | | |

| 4.3 | | | | | | [Description of [removed: Securities](http://www.sec.gov/Archives/edgar/data/1327811/000132781120000022/wday-01312020xex43.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1327811/000132781120000022/wday-01312020xex43.htm)] | | | | | | 10-K | | | | | | 001-35680 | | | | | | March 3, 2020 | | | | | | 4.3 | | | | | | | | |

| 4.4 | | | | | | [removed: [2022 Indenture] [added: [Indenture,] dated [removed: September 15, 2017] [added: as of April 1, 2022,] between [removed: Workday, Inc.] [added: Workday] and [removed: Wells Fargo Bank,] [added: U.S. Bank Trust Company] National [removed: Association](http://www.sec.gov/Archives/edgar/data/1327811/000119312517286324/d458726dex41.htm)] [added: Association, as trustee](https://www.sec.gov/Archives/edgar/data/1327811/000110465922041812/tm2211206d1_ex4-1.htm)] | | | | | | 8-K | | | | | | 001-35680 | | | | | | [removed: September 15, 2017] [added: April 1, 2022] | | | | | | 4.1 | | | | | | | | |

| 4.6 | | | | | | [removed: [Indenture, dated as] [added: [Form] of [removed: April 1, 2022, between Workday and U.S. Bank Trust Company National Association, as trustee](https://www.sec.gov/Archives/edgar/data/1327811/000110465922041812/tm2211206d1_ex4-1.htm)] [added: 3.700% Note due 2029](https://www.sec.gov/Archives/edgar/data/1327811/000110465922041812/tm2211206d1_ex4-2.htm)] | | | | | | 8-K | | | | | | 001-35680 | | | | | | April 1, 2022 | | | | | | [removed: 4.1] [added: 4.4] | | | | | | | | |

| [removed: 4.7] [added: 4.5] | | | | | | [Form of 3.500% Note due 2027](https://www.sec.gov/Archives/edgar/data/1327811/000110465922041812/tm2211206d1_ex4-2.htm) | | | | | | 8-K | | | | | | 001-35680 | | | | | | April 1, 2022 | | | | | | 4.3 | | | | | | | | |

| [removed: 4.8] [added: 4.7] | | | | | | [Form of [removed: 3.700%] [added: 3.800%] Note due [removed: 2029](https://www.sec.gov/Archives/edgar/data/1327811/000110465922041812/tm2211206d1_ex4-2.htm)] [added: 2032](https://www.sec.gov/Archives/edgar/data/1327811/000110465922041812/tm2211206d1_ex4-2.htm)] | | | | | | 8-K | | | | | | 001-35680 | | | | | | April 1, 2022 | | | | | | [removed: 4.4] [added: 4.5] | | | | | | | | |

| 10.1 | | | | | | [Form of Indemnification [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1327811/000119312512375787/d385110dex101.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1327811/000119312512375787/d385110dex101.htm)] | | | | | | S-1 | | | | | | 333-183640 | | | | | | August 30, 2012 | | | | | | 10.1 | | | | | | | | |

| 10.3† | | | | | | [2012 Equity Incentive Plan forms of Award Agreements, as [removed: amended](http://www.sec.gov/Archives/edgar/data/1327811/000132781120000022/wday-01312020xex104.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/1327811/000132781120000022/wday-01312020xex104.htm)] | | | | | | 10-K | | | | | | 001-35680 | | | | | | March 3, 2020 | | | | | | 10.4 | | | | | | | | |

| 10.5† | | | | | | [2022 Equity Incentive Plan forms of Award [removed: Agreements](https://www.sec.gov/Archives/edgar/data/1327811/000132781124000044/wday-01312024xex105.htm)] [added: Agreements](https://www.sec.gov/Archives/edgar/data/1327811/000132781125000056/wday-01312025xex105.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 10.7† | | | | | | [Amended and Restated 2012 Employee Stock Purchase Plan forms of Award Agreements, as [removed: amended](https://www.sec.gov/Archives/edgar/data/1327811/000132781124000044/wday-01312024xex107.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/1327811/000132781125000056/wday-01312025xex107.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 10.8† | | | | | | [Adaptive Insights, Inc. 2013 Equity Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/1327811/000119312518251674/d594931dex991.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1327811/000119312518251674/d594931dex991.htm)] | | | | | | S-8 | | | | | | 333-226907 | | | | | | August 17, 2018 | | | | | | 99.1 | | | | | | | | |

| 10.9† | | | | | | [Adaptive Insights, Inc. 2013 Equity Incentive Plan forms of Award [removed: Agreements](http://www.sec.gov/Archives/edgar/data/1327811/000119312518251674/d594931dex992.htm)] [added: Agreements](https://www.sec.gov/Archives/edgar/data/1327811/000119312518251674/d594931dex992.htm)] | | | | | | S-8 | | | | | | 333-226907 | | | | | | August 17, 2018 | | | | | | 99.2 | | | | | | | | |

[Table [removed: of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)][added: of](#i18b50fb4c27e47d0a9d505fd7fce289a_7) [Contents](#i18b50fb4c27e47d0a9d505fd7fce289a_7)]

| 10.10† | | | | | | [Workday, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1327811/000132781123000204/wday-12012023xex101.htm) [Executive] [added: Inc. Executive] Severance [removed: and](https://www.sec.gov/Archives/edgar/data/1327811/000132781123000204/wday-12012023xex101.htm) [Change] [added: and Change] in Control [removed: Policy](https://www.sec.gov/Archives/edgar/data/1327811/000132781123000204/wday-12012023xex101.htm)] [added: Policy, as amended](https://www.sec.gov/Archives/edgar/data/1327811/000132781124000234/wday-11262024xex102.htm)] | | | | | | 8-K | | | | | | 001-35680 | | | | | | [removed: December 1, 2023] [added: November 26, 2024] | | | | | | [removed: 10.1] [added: 10.2] | | | | | | | | |

| 10.13† | | | | | | [removed: [Separation and Transition Services Agreement] [added: [Offer Letter] between [removed: Barbara Larson] [added: Robert Enslin] and Workday, Inc. dated [removed: May 24, 2023](https://www.sec.gov/Archives/edgar/data/1327811/000132781123000079/wday-05232023xex102.htm)] [added: November 25, 2024](https://www.sec.gov/Archives/edgar/data/1327811/000132781124000234/wday-11262024xex101.htm)] | | | | | | 8-K | | | | | | 001-35680 | | | | | | [removed: May 25, 2023] [added: November 26, 2024] | | | | | | [removed: 10.2] [added: 10.1] | | | | | | | | |

| [removed: 10.14†] [added: 10.15†] | | | | | | [Workday, Inc. Omnibus Bonus Plan](https://www.sec.gov/Archives/edgar/data/1327811/000132781123000030/wday-03032023xex101.htm) | | | | | | 8-K | | | | | | 001-35680 | | | | | | March 3, 2023 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.15†] [added: 10.16†] | | | | | | [2022 Equity Incentive Plan Global Notice of Performance Restricted Stock Unit Award for Carl Eschenbach](https://www.sec.gov/Archives/edgar/data/1327811/000132781123000024/wday-01312023xex1017.htm) | | | | | | 10-K | | | | | | 001-35680 | | | | | | February 27, 2023 | | | | | | 10.17 | | | | | | | | |

| [removed: 10.16] [added: 10.17] | | | | | | [Restated and Amended Pleasanton Ground Lease by and between San Francisco Bay Area Rapid Transit District and CREA/Windstar Pleasanton, LLC and related assignment agreement dated January 30, [removed: 2014](http://www.sec.gov/Archives/edgar/data/1327811/000119312514124249/d667142dex1011.htm)] [added: 2014](https://www.sec.gov/Archives/edgar/data/1327811/000119312514124249/d667142dex1011.htm)] | | | | | | 10-K | | | | | | 001-35680 | | | | | | March 31, 2014 | | | | | | 10.11 | | | | | | | | |

| [removed: 10.17] [added: 10.18] | | | | | | [Stock Restriction Agreement, by and among the Registrant, David A. Duffield and Aneel [removed: Bhusri](http://www.sec.gov/Archives/edgar/data/1327811/000119312512409980/d385110dex1011.htm)] [added: Bhusri](https://www.sec.gov/Archives/edgar/data/1327811/000119312512409980/d385110dex1011.htm)] | | | | | | S-1/A | | | | | | 333-183640 | | | | | | October 1, 2012 | | | | | | 10.11 | | | | | | | | |

| [removed: 10.22] [added: 10.19] | | | | | | [Credit Agreement, dated as of April 6, 2022, among Workday, certain subsidiaries of Workday, Bank of America, N.A., Wells Fargo Bank, National Association, and the other L/C Issuers and Lenders party thereto](https://www.sec.gov/Archives/edgar/data/1327811/000110465922043661/tm2212084d1_ex10-1.htm) | | | | | | 8-K | | | | | | 001-35680 | | | | | | April 7, 2022 | | | | | | 10.1 | | | | | | | | |

| 21.1 | | | | | | [List of Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1327811/000132781124000044/wday-01312024xex211.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1327811/000132781125000056/wday-01312025xex211.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1327811/000132781124000044/wday-01312024xex231.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1327811/000132781125000056/wday-01312025xex231.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 24.1 | | | | | | [Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form [removed: 10-K)](#i700e18e73063418aa4bbd180138d1e03_526)] [added: 10-K)](#i18b50fb4c27e47d0a9d505fd7fce289a_526)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.1 | | | | | | [Certification of Periodic Report by Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1327811/000132781124000044/wday-1312024xex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1327811/000132781125000056/wday-1312025xex311.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.2 | | | | | | [Certification of Periodic Report by Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1327811/000132781124000044/wday-1312024xex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1327811/000132781125000056/wday-1312025xex312.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.1* | | | | | | [Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1327811/000132781124000044/wday-1312024xex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1327811/000132781125000056/wday-1312025xex321.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.2* | | | | | | [Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1327811/000132781124000044/wday-1312024xex322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1327811/000132781125000056/wday-1312025xex322.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 97 | | | | | | [removed: [C](https://www.sec.gov/Archives/edgar/data/1327811/000132781124000044/wday-01312024xex97.htm)[ompensation] [added: [Compensation] Recovery Policy](https://www.sec.gov/Archives/edgar/data/1327811/000132781124000044/wday-01312024xex97.htm) | | | | | | [added: 10-K] | | | | | | [added: 001-35680] | | | | | | [added: March 8, 2024] | | | | | | [added: 97] | | | | | | [removed: X] | | |

| 10.14† | | | | | | [Offer Letter between Gerrit Kazmaier and Workday, Inc. dated February 24, 2025](https://www.sec.gov/Archives/edgar/data/1327811/000132781125000041/wday-022525xex101.htm) | | | | | | 8-K | | | | | | 001-35680 | | | | | | February 25, 2025 | | | | | | 10.1 | | | | | | | | |

| 19.1 | | | | | | [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/1327811/000132781125000056/wday-01312025xex191.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

[Table of](#i18b50fb4c27e47d0a9d505fd7fce289a_7) [Contents](#i18b50fb4c27e47d0a9d505fd7fce289a_7)

[Table of](#i18b50fb4c27e47d0a9d505fd7fce289a_7) [Contents](#i18b50fb4c27e47d0a9d505fd7fce289a_7)

| 4.5 | | | | | | [Supplemental Indenture to the 2022 Indenture dated January 2, 2018 between Workday, Inc. and Wells Fargo Bank, National Association](http://www.sec.gov/Archives/edgar/data/1327811/000119312518000629/d489025dex44.htm) | | | | | | 8-K | | | | | | 001-35680 | | | | | | January 2, 2018 | | | | | | 4.4 | | | | | | | | |

| 4.9 | | | | | | [Form of 3.800% Note due 2032](https://www.sec.gov/Archives/edgar/data/1327811/000110465922041812/tm2211206d1_ex4-2.htm) | | | | | | 8-K | | | | | | 001-35680 | | | | | | April 1, 2022 | | | | | | 4.5 | | | | | | | | |

| 10.18 | | | | | | [Form of Convertible Bond Hedge Confirmation (2022)](http://www.sec.gov/Archives/edgar/data/1327811/000119312517286324/d458726dex991.htm) | | | | | | 8-K | | | | | | 001-35680 | | | | | | September 15, 2017 | | | | | | 99.1 | | | | | | | | |

| 10.19 | | | | | | [Form of Warrant Confirmation (2022)](http://www.sec.gov/Archives/edgar/data/1327811/000119312517286324/d458726dex992.htm) | | | | | | 8-K | | | | | | 001-35680 | | | | | | September 15, 2017 | | | | | | 99.2 | | | | | | | | |

| 10.20 | | | | | | [Form of Additional Convertible Bond Hedge Confirmation (2022)](http://www.sec.gov/Archives/edgar/data/1327811/000119312517286324/d458726dex993.htm) | | | | | | 8-K | | | | | | 001-35680 | | | | | | September 15, 2017 | | | | | | 99.3 | | | | | | | | |

| 10.21 | | | | | | [Form of Additional Warrant Confirmation (2022)](http://www.sec.gov/Archives/edgar/data/1327811/000119312517286324/d458726dex994.htm) | | | | | | 8-K | | | | | | 001-35680 | | | | | | September 15, 2017 | | | | | | 99.4 | | | | | | | | |

[Table [removed: of](#i700e18e73063418aa4bbd180138d1e03_7) [Contents](#i700e18e73063418aa4bbd180138d1e03_7)][added: of](#i18b50fb4c27e47d0a9d505fd7fce289a_7) [Contents](#i18b50fb4c27e47d0a9d505fd7fce289a_7)]

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pleasanton, State of California, on this [removed: 8th] [added: 11th] day of March, [removed: 2024.][added: 2025.]

| | | | Zane Rowe Chief Financial Officer (Principal Financial [removed: and Accounting] Officer) | | |

| /s/ Carl M. Eschenbach | | | | | | Chief Executive Officer [added: and Director] | | | | | | March [removed: 8, 2024] [added: 11, 2025] | | |

| /s/ Zane Rowe | | | | | | Chief Financial Officer | | | | | | March [removed: 8, 2024] [added: 11, 2025] | | |

| Zane Rowe | | | | | | *(Principal Financial [removed: and Accounting] Officer)* | | | | | | | | |

| /s/ Aneel Bhusri | | | | | | Director | | | | | | March [removed: 8, 2024] [added: 11, 2025] | | |

| /s/ Thomas F. Bogan | | | | | | Director | | | | | | March [removed: 8, 2024] [added: 11, 2025] | | |

| /s/ Lynne M. Doughtie | | | | | | Director | | | | | | March [removed: 8, 2024] [added: 11, 2025] | | |

| /s/ Wayne A.I. Frederick, [removed: M.D.] [added: M.D] | | | | | | Director | | | | | | March [removed: 8, 2024] [added: 11, 2025] | | |

| Wayne A.I. Frederick, [removed: M.D.] [added: M.D] | | | | | | | | | | | | | | |

| /s/ Mark J. Hawkins | | | | | | Director | | | | | | March [removed: 8, 2024] [added: 11, 2025] | | |

| /s/ Michael M. McNamara | | | | | | Director | | | | | | March [removed: 8, 2024] [added: 11, 2025] | | |

| /s/ George J. Still, Jr. | | | | | | Director | | | | | | March [removed: 8, 2024] [added: 11, 2025] | | |

| /s/ Jerry Yang | | | | | | Director | | | | | | March [removed: 8, 2024] [added: 11, 2025] | | |

| | | | /s/ Mark Garfield | | |

| | | | Mark Garfield Chief Accounting Officer (Principal Accounting Officer) | | |

[Table of](#i18b50fb4c27e47d0a9d505fd7fce289a_7) [Contents](#i18b50fb4c27e47d0a9d505fd7fce289a_7)

| /s/ Mark Garfield | | | | | | Chief Accounting Officer | | | | | | March 11, 2025 | | |

| Mark Garfield | | | | | | *(Principal Accounting Officer)* | | | | | | | | |

| /s/ Elizabeth Centoni | | | | | | Director | | | | | | March 11, 2025 | | |

| Elizabeth Centoni | | | | | | | | | | | | | | |

| /s/ Rhonda J. Morris | | | | | | Director | | | | | | March 11, 2025 | | |

| Rhonda J. Morris | | | | | | | | | | | | | | |

| /s/ Michael L. Speiser | | | | | | Director | | | | | | March 11, 2025 | | |

| Michael L. Speiser | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| /s/ Ann-Marie Campbell | | | | | | Director | | | | | | March 8, 2024 | | |

| Ann-Marie Campbell | | | | | | | | | | | | | | |

| /s/ Christa Davies | | | | | | Director | | | | | | March 8, 2024 | | |

| Christa Davies | | | | | | | | | | | | | | |