Workday (WDAY) risk factors: FY2026 10-K

Item 1A of the 10-K for the period ending 2026-01-31, filed 2026-03-06. 38 risk factor headings as filed. Read Item 1A in full · The whole 10-K · What changed since FY2025

0new since FY2025
6reworded
1removed
32unchanged

Headings mentioning a theme: Tariffs 0 · AI 3 · Cybersecurity 0 · China 0 · Interest rates 0. Compare across the S&P 500.

Risks Related to Our Business and Industry

18
  1. Any slowdown or failure in our technical operations infrastructure or applications may subject us to liabilities and adversely affect our reputation and operating results.
  2. 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.
  3. The markets in which we participate are intensely competitive, and if we do not compete effectively, our operating results could be adversely affected.
  4. We may lose key employees or be unable to attract, enable, and retain highly skilled employees.
  5. We rely on our network of partners to drive additional growth of our revenues, and if these partners fail to perform, our ability to sell and distribute our products may be impacted, and our operating results and growth rate may be harmed.
  6. If we are not able to realize a return on our current development efforts or offer new features, enhancements, and modifications to our products and services that are desired by current or potential customers, our business and operating results could be adversely affected.reworded
  7. If we are not able to realize a return on the investments we have made toward entering new markets and new lines of business, our business and operating results could be adversely affected.
  8. Our international presence, continued expansion, and sales to customers outside the U.S. or with international operations expose us to risks inherent in global operations.reworded
  9. We have acquired, and may in the future acquire, other companies, employee teams, or technologies, which could divert our management’s attention, result in additional indebtedness or dilution to our stockholders, and otherwise disrupt our operations and adversely affect our operating results.
  10. Our business could be adversely affected if our users are not satisfied with the deployment, training, and support services provided by us and our partners.
  11. Our future success depends on the rate of customer subscription renewals, and our revenues or operating results could be adversely impacted if we do not achieve renewals at expected rates or on anticipated terms.
  12. The use of new and evolving technologies in our offerings at Workday, including generative and agentic AI capabilities, may result in reputational harm and increased litigation, and adversely affect our operating results.rewordedAI
  13. If we fail to develop and maintain widespread positive awareness of our brand, our business may suffer.
  14. 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.
  15. The extent to which the continuing global economic and geopolitical volatility, and any resulting effect on customer spending, will continue to impact our business, financial condition, and operating results will depend on future developments, which are highly uncertain and difficult to predict.
  16. Our quarterly results may fluctuate significantly and may not fully reflect the underlying performance of our business.
  17. Catastrophic or climate-related events may disrupt our business.
  18. Our disclosures related to corporate responsibility and sustainability-related matters expose us to risks that could adversely affect our reputation and performance.reworded

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Risks Related to Cybersecurity, Data Privacy, and Intellectual Property

5
  1. 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.
  2. Privacy concerns, evolving regulation of cloud computing, cross-border data transfer, and other domestic or foreign laws and regulations, including those that seek to regulate access to data, may reduce the adoption of our applications, result in significant costs and compliance challenges, and adversely affect our business and operating results.reworded
  3. Any failure to protect our intellectual property rights domestically and internationally could impair our ability to protect our proprietary technology and our brand.
  4. We may be sued by third parties for alleged infringement of their proprietary rights.
  5. Our applications utilize open source software, including open source AI models and platforms, and our strategy of investing in and acquiring such technologies introduces new and heightened risks. Any failure to comply with the terms of one or more of these open source licenses, or to manage the unique risks of open source AI, could negatively affect our business.rewordedAI

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Risks Related to Legal and Regulatory Matters

4
  1. Unfavorable laws, regulations, interpretive positions, or standards governing new and evolving technologies that we incorporate into our products and services, including those involving AI uses, could result in significant cost and compliance challenges and adversely affect our business and operating results.AI
  2. We are subject to risks related to government contracts and related procurement regulations, which may adversely impact our business and operating results.
  3. Adverse litigation results could have a material adverse impact on our business.
  4. Unanticipated tax laws or any change in the application of existing tax laws to us or our customers and unanticipated changes in our effective tax rate may adversely impact our profitability and financial results.

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Risks Related to Financial Matters

4
  1. Because we encounter long sales cycles when selling to large customers and we recognize subscription services revenues over the term of the contract, downturns or upturns in new sales will not be immediately reflected in our operating results and may be difficult to discern.
  2. Our current and future indebtedness may adversely affect our financial condition and operating results.
  3. We are subject to risks associated with our equity investments, including partial or complete loss of invested capital, and significant changes in the fair value of this portfolio could adversely impact our financial results.
  4. We may discover weaknesses in our internal controls over financial reporting, which may adversely affect investor confidence in the accuracy and completeness of our financial reports and consequently the market price of our securities.

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Risks Related to Ownership of Our Class A Common Stock

7
  1. Our Co-Founders have control over key decision making as a result of their control of a majority of our voting stock.
  2. The dual class structure of our common stock has the effect of concentrating voting control with our Co-Founders, as well as with other executive officers, directors, and affiliates, which limits or precludes the ability of non-affiliates to influence corporate matters.
  3. Our stock price has been volatile in the past and may be subject to volatility in the future.
  4. We may not realize the anticipated long-term stockholder value of our share repurchase programs.
  5. Delaware law and provisions in our restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer, or proxy contest difficult, thereby depressing the market price of our Class A common stock.
  6. The exclusive forum provision in our organizational documents may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, or other employees, which may discourage lawsuits with respect to such claims.
  7. We do not intend to pay dividends for the foreseeable future.

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No longer in Item 1A

1

Headings in the FY2025 10-K with no match this year.

  1. We have a history of cumulative losses, and we may not sustain profitability on a GAAP basis in the future.

Headings are the lines of Item 1A set wholly in bold or italics, as the parser reads them, without the introductory paragraph that opens the section. A heading is new when no heading in the prior 10-K matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. Source: the filing on sec.gov.