10-K – 2026-03-06 – wday-20260131.htm

(1) Amounts exclude excise tax and commissions.
All repurchases were made in open market transactions. As of January 31, 2026, we were authorized to repurchase a remaining $ 2.9  billion of our outstanding shares of Class A common stock under our share repurchase programs.

Employee Equity Plans
In fiscal 2023, our stockholders approved the 2022 Equity Incentive Plan (“2022 Plan”), with a reserve of 30  million shares for issuance. The 2022 Plan serves as the successor to our 2012 Equity Incentive Plan (“2012 Plan” and, together with the 2022 Plan, “Stock Plans”). Awards that are granted on or after the effective date of the 2022 Plan will be granted pursuant to and subject to the terms and provisions of the 2022 Plan. Prior awards granted under the 2012 Plan continue to be subject to the terms and provisions of the 2012 Plan. Shares that are forfeited or withheld in connection with the net share settlement of RSUs are added to the reserves of the 2022 Plan. As of January 31, 2026, 13 million shares of Class A common stock were available for future grants under the 2022 Plan.
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In fiscal 2023, our stockholders approved the Amended and Restated 2012 Employee Stock Purchase Plan (“2012 ESPP”). Under the 2012 ESPP, eligible employees are granted options to purchase shares at the lower of 85 % of the fair market value of the stock at the time of grant or 85 % of the fair market value at the time of exercise. Options to purchase shares are granted twice yearly on or about June 1 and December 1, and are exercisable on or about the succeeding November 30 and May 31, respectively. As of January 31, 2026, 2 million shares of Class A common stock were available for issuance under the 2012 ESPP.
Restricted Stock Units and Performance-Based Restricted Stock Units
The Stock Plans provide for the issuance of RSUs and performance-based restricted stock units (“PSUs”) to employees and non-employees. RSUs generally vest over four years . Activity during fiscal 2026 was as follows (in thousands, except per share data):

Number of
 Shares
Weighted-Average Grant Date Fair Value
Outstanding balance as of January 31, 2025 14,361   $ 226.52  
Granted- restricted stock units 8,435   219.23  
Granted- performance-based restricted stock units (1)
84   215.98  
Vested ( 4,153 ) 226.70  
Forfeited and canceled (2)
( 4,603 ) 224.11  
Performance adjustment (3)
4   185.80  
Outstanding balance as of January 31, 2026 14,128   222.83  

(1) Includes approximately 42  thousand PSUs granted to executives in April 2025. The PSUs are subject to vesting based on the achievement of annual performance-based conditions determined at the beginning of each fiscal year and a three -year service-based condition. The PSUs will vest at the end of the three -year service period, with the number of shares vesting ranging from 0 % to 150 % of the target, based on the average attainment of the annual performance conditions.
(2) Includes shares withheld in connection with the net share settlement of RSUs.
(3) Represents the difference between the target PSUs granted and the actual PSUs awarded based upon the achievement level of performance measures.
The weighted-average grant date fair value of RSUs granted during fiscal 2026, 2025, and 2024 was $ 219.23 , $ 252.18 , and $ 197.22 , respectively. The total fair value of RSUs vested as of the vesting dates during fiscal 2026, 2025, and 2024 was $ 952 million, $ 1.1 billion, and $ 1.4 billion, respectively.
As of January 31, 2026, there was a total of $ 2.5 billion in unrecognized compensation cost, adjusted for estimated forfeitures, related to unvested RSUs and PSUs, which is expected to be recognized over a weighted-average period of approximately three years .
Employee Stock Purchase Plan
For fiscal 2026, approximately 1 million shares of Class A common shares were purchased under the 2012 ESPP at a weighted-average price of $ 198.12 per share, resulting in cash proceeds of $ 192 million.
The weighted-average grant date fair value for the ESPP was $ 60.99 , $ 57.80 , and $ 57.90 per share during fiscal 2026, 2025, and 2024, respectively. These values were calculated using the following assumptions:

  Year Ended January 31,
2026 2025 2024
Expected volatility 34 % - 37 %
32 %
32 % - 33 %

Expected term (in years) 0.5 0.5 0.5
Risk-free interest rate 3.75 % - 4.31 %
4.43 % - 5.39 %
5.33 % - 5.44 %

Dividend yield 0 % 0 % 0 %
Fair value per share
$ 213.35 - $ 247.75
$ 210.83 - $ 251.46
$ 215.31 - $ 272.92

Tax Benefits on Share-Based Compensation
In fiscal 2026, 2025, and 2024, we recognized tax benefits on share-based compensation expense of $ 295  million, $ 277  million, and $ 257  million, respectively, which are reflected in the Provision for (benefit from) income taxes on the Consolidated Statements of Operations.
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Note 15. Contract Balances and Performance Obligations
Contract Balances
Contract assets and unearned revenue balances were as follows (in millions):

Consolidated Balance Sheets Location As of January 31,
2026 2025
Contract assets:

Contract assets, current
Trade and other receivables, net $ 443   $ 373  
Contract assets, noncurrent
Other assets 59   44  
Total contract assets
$ 502   $ 417  
Unearned revenue:

Unearned revenue, current (1)
Unearned revenue $ 5,010   $ 4,467  
Unearned revenue, noncurrent
Unearned revenue, noncurrent 71   80  
Total unearned revenue
$ 5,081   $ 4,547  

(1) Included in this balance are amounts related to professional services that are subject to cancellation and pro-rated refund rights of $ 89 million and $ 83 million as of January 31, 2026, and 2025, respectively.
Revenues of $ 4.4 billion, $ 4.0 billion, and $ 3.5 billion were recognized during fiscal 2026, 2025, and 2024, respectively, that were included in the unearned revenue balances at the beginning of the respective periods.
Transaction Price Allocated to the Remaining Performance Obligations
As of January 31, 2026, approximately $ 28.1  billion of revenues are expected to be recognized from remaining performance obligations for subscription contracts. We expect to recognize revenues on approximately $ 8.8  billion and $ 15.8  billion of these remaining performance obligations over the next 12 and 24 months, respectively, with the balance recognized thereafter. Revenues from remaining performance obligations for professional services contracts as of January 31, 2026, were not material.

Note 16. Other Income, Net
Other income, net consisted of the following (in millions):

  Year Ended January 31,
  2026 2025 2024
Interest income $ 318   $ 350   $ 301  
Interest expense (1)
( 114 ) ( 114 ) ( 114 )
Other (2)
84   ( 13 ) ( 14 )
Total other income, net $ 288   $ 223   $ 173  

(1) Interest expense primarily includes the contractual interest expense of our debt obligations, and the related non-cash interest expense attributable to amortization of the debt discount and issuance costs. For further information, see Note 11, Debt .
(2) Other primarily includes the realized net gains (losses) from sales of debt securities and net gains (losses) from our equity investments. For further information, see Note 3, Investments .

Note 17. Income Taxes
The components of income before provision for (benefit from) income taxes were as follows (in millions):

  Year Ended January 31,
  2026 2025 2024
Domestic $ 943   $ 660   $ 465  
Foreign 66   ( 22 ) ( 109 )
Income before provision for (benefit from) income taxes $ 1,009   $ 638   $ 356  

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The provision for (benefit from) income taxes consisted of the following (in millions):

  Year Ended January 31,
  2026 2025 2024
Current:
Federal $ 34   $ 12   $ 2  
State 46   45   19  
Foreign 28   23   14  
Total 108   80   35  

Deferred:
Federal 198   52   ( 855 )
State 12   ( 20 ) ( 207 )
Foreign ( 2 ) 0   2  
Total 208   32   ( 1,060 )
Provision for (benefit from) income taxes $ 316   $ 112   $ ( 1,025 )

The income tax provision for fiscal 2026 was primarily attributable to an increase in our U.S. pretax income and income tax expenses in profitable foreign jurisdictions.
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We adopted ASU No. 2023-09 on a prospective basis effective February 1, 2025. The following table reconciles the difference between income taxes computed at the federal statutory income tax rate and the provision for (benefit from) income taxes (in millions, except percentages):

  Year Ended January 31, 2026

  Amount
Percentage

U.S. federal statutory tax rate
$ 212   21.0   %
State and local income taxes, net of federal income tax effect (1)
34   3.4   %
Foreign tax effects:

Ireland:

Intercompany transactions
( 97 ) ( 9.6 ) %
Change in valuation allowance 115   11.4   %
Other ( 14 ) ( 1.4 ) %
Other foreign jurisdictions
6   0.5   %

Effect of cross-border tax laws:

Foreign-derived intangible income
( 24 ) ( 2.4 ) %
Other 2   0.1   %
Tax credits:

Research and development tax credit ( 68 ) ( 6.7 ) %
Nontaxable or nondeductible items:

Share-based compensation
81   8.1   %
Intercompany transactions
26   2.6   %
Other 12   1.2   %
Changes in unrecognized tax benefits (2)
32   3.2   %
Other adjustments
( 1 ) ( 0.1 ) %
Effective tax rate
$ 316   31.3   %

(1) State and local taxes in New York state, New Jersey, Illinois, and New York city made up the majority (greater than 50 percent) of the tax effect in this category.
(2) Changes in unrecognized tax benefits are presented on an aggregated basis for all jurisdictions.

  Year Ended January 31,
  2025 2024
Federal statutory rate 21.0   % 21.0   %
Effect of:
Foreign income at other than U.S. rates 0.2   % 10.9   %
Intercompany transactions ( 1.0 ) % ( 4.3 ) %
Research tax credits ( 15.4 ) % ( 26.3 ) %
State taxes, net of federal benefit 3.1   % 5.1   %

Changes in valuation allowance 0.0   % ( 315.5 ) %
Share-based compensation 8.1   % 19.1   %
Permanent difference 1.6   % 1.2   %

Other ( 0.1 ) % 1.2   %
Total 17.5   % ( 287.6 ) %

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The following table presents income taxes paid, net of refunds (in millions):

  Year Ended January 31, 2026

Federal taxes
$ 17  
State taxes:

California
7  
New York
8  
Other states
38  
Total state taxes
53  
Total U.S. taxes
70  
Foreign taxes
26  
Cash paid for income taxes, net of refunds
$ 96  

Cash paid for income taxes, net of refunds were $ 65 million and $ 39 million in fiscal 2025 and 2024, respectively.
Significant components of our deferred tax assets and liabilities were as follows (in millions):

As of January 31,
2026 2025
Deferred tax assets:

Tax attributes carryforward $ 1,338   $ 1,290  
Capitalized research and development expense 497   621  
Intangibles 424   429  

Operating lease liabilities 148   81  
Share-based compensation 77   76  
Other reserves and accruals 65   65  
Other 69   37  
Total deferred tax assets 2,618   2,599  
Valuation allowance ( 1,433 ) ( 1,259 )
Deferred tax assets, net of valuation allowance 1,185   1,340  
Deferred tax liabilities:

Deferred commissions ( 182 ) ( 162 )
Operating lease right-of-use assets ( 128 ) ( 71 )

Other ( 46 ) ( 75 )
Total deferred tax liabilities ( 356 ) ( 308 )
Net deferred tax assets $ 829   $ 1,032  

We periodically evaluate the realizability of our deferred tax assets based on all available evidence, both positive and negative, such as historic results, future reversals of existing deferred tax liabilities, projected future taxable income, as well as prudent and feasible tax-planning strategies. The assessment requires significant judgment and is performed in each of the applicable jurisdictions. The valuation allowance of $ 1.4  billion and $ 1.3  billion as of January 31, 2026, and 2025, respectively, was primarily related to tax credits in certain state jurisdictions, foreign intangible assets from intercompany transactions, and net operating losses in certain foreign jurisdictions.
The valuation allowance increased by $ 174  million during fiscal 2026 primarily due to an increase in deferred tax assets on certain state tax credits and foreign intangible assets from intercompany transactions, in addition to net operating losses in certain foreign jurisdictions.
The valuation allowance increased by $ 77  million during fiscal 2025 primarily due to an increase in deferred tax assets on certain state tax credits and net operating losses in certain foreign jurisdictions.
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As of January 31, 2026, we had approximately $ 299  million of federal, $ 1.4  billion of state, and $ 4.3  billion of foreign net operating loss and other tax attributes carryforwards available to offset future taxable income. If not utilized, the pre-fiscal 2018 federal and the state net operating loss carryforwards expire in varying amounts between fiscal 2029 and 2047. The federal net operating losses generated in and after fiscal 2018 and the foreign net operating losses and other tax attributes do not expire and may be carried forward indefinitely.
We also had approximately $ 470  million of federal and $ 461  million of California research and development tax credit carryforwards as of January 31, 2026. The federal credits expire in varying amounts between fiscal 2027 and 2046. The California research and development tax credits do not expire and may be carried forward indefinitely.
Our ability to utilize the net operating loss and tax credit carryforwards in the future may be subject to substantial restrictions in the event of past or future ownership changes as defined in Section 382 of the Internal Revenue Code of 1986, as amended, and similar state tax law.
We intend to indefinitely reinvest any future earnings in our foreign operations unless such earnings are subject to U.S. federal income taxes.
A reconciliation of the gross unrecognized tax benefits is as follows (in millions):

  Year Ended January 31,
  2026 2025 2024
Unrecognized tax benefits at the beginning of the period $ 309   $ 253   $ 196  
Additions for tax positions taken in prior years 3   15   30  

Additions for tax positions related to the current year 30   41   27  

Reductions related to a lapse of applicable statute of limitations ( 1 ) 0   0  
Unrecognized tax benefits at the end of the period $ 341   $ 309   $ 253  

Our policy is to include interest and penalties related to unrecognized tax benefits within our provision for income taxes. As of January 31, 2026, the amount of interest and penalties accrued was $ 5  million. We did no t accrue any material interest expense or penalties during fiscal 2025 and 2024.
As of January 31, 2026, we had unrecognized tax benefits of $ 341  million, of which $ 199  million would impact the effective tax rate, if recognized.
We file federal, state, and foreign income tax returns in jurisdictions with varying statutes of limitations. Due to our net operating loss carryforwards, our income tax returns generally remain subject to examination by federal and most state and foreign tax authorities.

Note 18. Net Income Per Share
Basic net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed by giving effect to all potentially dilutive shares of common stock, including outstanding share-based awards consisting primarily of unvested RSUs and ESPP obligations. We determine the dilutive effect of outstanding share-based awards using the treasury stock method.
The holders of our Class A and Class B common stock have identical liquidation and dividend rights but different voting rights. Accordingly, we present net income per share for Class A and Class B common stock together as the two-class method does not result in a difference.
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The following table presents the calculation of basic and diluted net income per share (in millions, except number of shares, which are reflected in thousands, and per share data):

Year Ended January 31,
2026 2025 (1)
2024 (1)

Net income per share, basic:
Numerator:
Net income $ 693   $ 526   $ 1,381  
Denominator:
Weighted-average shares outstanding, basic 265,097   265,257   261,344  
Net income per share, basic $ 2.61   $ 1.98   $ 5.28  
Net income per share, diluted:
Numerator:
Net income $ 693   $ 526   $ 1,381  
Denominator:
Weighted-average shares outstanding, basic 265,097   265,257   261,344  
Dilutive effect of share-based awards 3,020   3,948   3,941  
Weighted-average shares outstanding, diluted 268,117   269,205   265,285  
Net income per share, diluted $ 2.59   $ 1.95   $ 5.21  

(1) The prior period EPS for Class A and Class B common stock has been presented together to conform with current period presentation, which had no impact on our previously reported basic or diluted EPS.

The computation of diluted net income per share does not include the effect of the following potentially outstanding weighted-average shares of common stock because their effect would have been anti-dilutive (in thousands):

  Year Ended January 31,
  2026 2025 2024

Total weighted-average shares related to outstanding share-based awards
2,193   1,682   2,206  

Note 19. Geographic Information

Revenues
We sell our subscription contracts and related services in two primary geographical markets: to customers located in the U.S. and to customers located outside of the U.S.. Revenues by geography are generally based on the address of the customer as specified in our customer subscription agreement. The following table sets forth revenues by geographic area (in millions):

  Year Ended January 31,
  2026 2025 2024
U.S.
$ 7,176   $ 6,332   $ 5,457  
Other countries 2,376   2,114   1,802  
Total revenues $ 9,552   $ 8,446   $ 7,259  

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Long-Lived Assets
Our long-lived assets are attributed to a country based on the physical location of the assets. We define long-lived assets as property and equipment and operating lease right-of-use assets because many of these assets cannot be readily moved and are relatively illiquid, subjecting them to geographic risk. None of our other assets are subject to significant geographic risk. Aggregate Property and equipment, net and Operating lease right-of-use assets by geographic area were as follows (in millions):

As of January 31,
  2026 2025
U.S.
$ 1,080   $ 1,197  
Ireland 531   215  
Other countries 201   163  
Total long-lived assets $ 1,812   $ 1,575  

Note 20. Defined Contribution Plans
We provide defined contribution plans for eligible employees, including a 401(k) plan in the U.S. and similar plans in certain other countries. Our contributions to these plans were $ 124  million, $ 116 million, and $ 101 million during fiscal 2026, 2025, and 2024, respectively.

Note 21. Restructuring
Fiscal 2027 Restructuring Plan
In February 2026, we announced a restructuring plan (“Fiscal 2027 Restructuring Plan”) intended to better align our people and resources to our highest priorities in fiscal 2027. The plan is expected to result in the reduction of approximately 2 % of our workforce, and the impairment of certain office space and long-lived assets. The activities associated with this plan are expected to be substantially completed by the first quarter of fiscal 2027.
We incurred total charges of $ 135  million in connection with this plan in fiscal 2026. The charges consisted of $ 55  million related to employee transition, severance payments, employee benefits, and share-based compensation, and $ 80  million related to impairments of office space and certain long-lived assets.
The following table summarizes the activity under the Fiscal 2027 Restructuring Plan (in millions):

Workforce Reduction
Asset Impairments
Total

Restructuring liability as of January 31, 2025 $ 0   $ 0   $ 0  
Charges 55   80   135  
Payments 0   0   0  
Non-cash items ( 14 ) ( 80 ) ( 94 )
Restructuring liability as of January 31, 2026 $ 41   $ 0   $ 41  

Fiscal 2026 Restructuring Plan
In February 2025, we announced a restructuring plan (“Fiscal 2026 Restructuring Plan”) intended to prioritize our investments and continue advancing our ongoing focus on durable growth. This plan resulted in the reduction of approximately 7.5 % of our workforce and the exit of certain owned office space. The activities associated with this plan were substantially completed in the second quarter of fiscal 2026.
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We incurred total charges of $ 233  million in connection with this plan, of which $ 65  million was recognized in fiscal 2025 and $ 168  million was recognized in fiscal 2026. The charges consisted of $ 196  million related to employee transition, severance payments, employee benefits, and share-based compensation, and $ 37  million related to an impairment of office space.
The following table summarizes the activity under the Fiscal 2026 Restructuring Plan (in millions):

Workforce Reduction Asset Impairments
Total

Restructuring liability as of January 31, 2024 $ 0   $ 0   $ 0  
Charges 65   0   65  
Payments 0   0   0  
Non-cash items ( 8 ) 0   ( 8 )
Restructuring liability as of January 31, 2025 $ 57   $ 0   $ 57  
Charges 131   37   168  
Payments ( 146 ) 0   ( 146 )
Non-cash items ( 42 ) ( 37 ) ( 79 )
Restructuring liability as of January 31, 2026 $ 0   $ 0   $ 0  

During fiscal 2025, we recorded exit charges of $ 19  million associated with office space reductions under a separate restructuring plan.

Note 22. Subsequent Event
On February 6, 2026, our Board of Directors appointed Aneel Bhusri, Workday’s co-founder, as Chief Executive Officer, effective February 6, 2026. Mr. Bhusri will remain as Chair of our Board of Directors. Mr. Bhusri succeeds Carl Eschenbach, who ceased to serve as CEO and resigned as a member of Workday’s Board of Directors effective on the same date. In connection with his appointment as CEO, Mr. Bhusri is eligible to receive an initial annual base salary of $ 1.25  million and an annual target cash bonus of up to 200 % of the amount of his base salary beginning in fiscal 2027. Additionally, he has been granted equity awards with an aggregate grant date value of $ 135  million, consisting of $ 60  million in time-based restricted stock units and $ 75  million in market-based restricted stock units vesting over four and five years , respectively.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None. 

ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report.
In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on management’s evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are designed to, and are effective to, provide assurance at a reasonable level that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.
(b) Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
Under guidelines established by the SEC, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred. Our management's evaluation of internal control over financial reporting excluded the internal control activities of Paradox and Sana, which are included in our fiscal 2026 consolidated financial statements and constituted less than 1% of total and net assets (excluding goodwill and intangible assets, which were integrated into our control environment) as of January 31, 2026, and less than 1% and 1.2% of revenues and net income, respectively, for the year then ended.
Based on the assessment, management has concluded that its internal control over financial reporting was effective as of January 31, 2026, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Our independent registered public accounting firm, Ernst & Young LLP, has issued an audit report with respect to our internal control over financial reporting, which appears in Part II, Item 8, and is incorporated herein by reference.
(c) Changes in Internal Control Over Financial Reporting
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our most recently completed fiscal quarter. 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 2026 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
(d) Limitations on Effectiveness of Controls and Procedures and Internal Control over Financial Reporting
In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
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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 Part II, Item 8, which are incorporated herein by reference.

ITEM 9B. OTHER INFORMATION
Insider Trading Arrangements
During the three months ended January 31, 2026, the following 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 conditions of Rule 10b5-1(c):

Name and Title Action Total Shares of Class A Common Stock to be Sold
Adoption Date Expiration Date
Wayne A.I. Frederick , Director
Adopt
2,539
December 23, 2025 December 31, 2026

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
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, which is expected to be filed with the SEC within 120 days after the end of the fiscal year ended January 31, 2026, including 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 Statement, including under the caption “Executive Officers and Other Executive Management.”
With regard to the information required by this Item regarding compliance with Section 16(a) of the Exchange Act, we will provide disclosure of delinquent Section 16(a) reports, if any, in our Proxy Statement, and such disclosure, if any, is incorporated herein by reference.
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, our principal accounting officer, and all other executive officers. The Code of Conduct is available on our website at 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 amendments from or waivers to any provision of our Code of 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.

ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated herein by reference to information contained in the Proxy Statement, including under the captions “Directors and Corporate Governance," “Executive Compensation,” and “Summary Compensation Table.”

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item is incorporated herein by reference to information contained in the Proxy Statement, including under the captions “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management.”

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item is incorporated herein by reference to information contained in the Proxy Statement, including under the captions “Directors and Corporate Governance,” “Related Party Transactions,” and “Employment Arrangements and Indemnification Agreements.”

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is incorporated herein by reference to information contained in the Proxy Statement, including under the caption “Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm.”
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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
1. Consolidated Financial Statements
See Index to Consolidated Financial Statements at Item 8 herein.
2. Financial Statement Schedules
All schedules have been omitted because they are not required, not applicable, or not present in amounts sufficient to require submission of the schedule.
3. Exhibits

Exhibit No. Exhibit Incorporated by Reference Filed Herewith
Form File No. Filing Date Exhibit No.
3.1 Restated Certificate of Incorporation of the Registrant, as amended
10-Q 001-35680 August 28, 2024 3.1
3.2 Amended and Restated Bylaws of the Registrant
8-K 001-35680 January 26, 2023 3.1
4.1 Form of Registrant’s Class A common stock certificate
S-1/A 333-183640 October 1, 2012 4.1
4.2 Form of Registrant’s Class B common stock certificate
S-8 333-184395 October 12, 2012 4.9
4.3 Description of Securities
10-K 001-35680 March 3, 2020 4.3
4.4 Indenture, dated as of April 1, 2022, between Workday and U.S. Bank Trust Company National Association, as trustee
8-K 001-35680 April 1, 2022 4.1
4.5 Form of 3.500% Note due 2027
8-K 001-35680 April 1, 2022 4.3
4.6 Form of 3.700% Note due 2029
8-K 001-35680 April 1, 2022 4.4
4.7 Form of 3.800% Note due 2032
8-K 001-35680 April 1, 2022 4.5
10.1 Form of Indemnification Agreement
S-1 333-183640 August 30, 2012 10.1
10.2† 2012 Equity Incentive Plan, as amended
DEF 14A 001-35680 April 27, 2018 Annex A
10.3† 2012 Equity Incentive Plan forms of Award Agreements, as amended
10-K 001-35680 March 3, 2020 10.4
10.4† 2022 Equity Incentive Plan
S-8 333-265766 June 22, 2022 4.4
10.5† 2022 Equity Incentive Plan forms of Award Agreements
10-K
001-35680 March, 11, 2025
10.5
10.6† Amended and Restated 2012 Employee Stock Purchase Plan
S-8 333-265766 June 22, 2022 4.6
10.7† Amended and Restated 2012 Employee Stock Purchase Plan forms of Award Agreements, as amended
10-K
001-35680 March, 11, 2025
10.5
10.8† Adaptive Insights, Inc. 2013 Equity Incentive Plan
S-8 333-226907 August 17, 2018 99.1
10.9† Adaptive Insights, Inc. 2013 Equity Incentive Plan forms of Award Agreements
S-8 333-226907 August 17, 2018 99.2
10.10† Workday, Inc. Executive Severance and Change in Control Policy, as amended
8-K
001-35680 November 26, 2024 10.2
10.11†
Letter Agreement between Carl Eschenbach and the Registrant dated December 20, 2022
10-K 001-35680 February 27, 2023 10.16

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10.12†
Offer Letter between Zane Rowe and Workday, Inc. dated May 23, 2023
8-K 001-35680 May 25, 2023 10.1
10.13†
Offer Letter between Robert Enslin and Workday, Inc. dated November 25, 2024
8-K 001-35680 November 26, 2024 10.1
10.14†
Offer Letter between Gerrit Kazmaier and Workday, Inc. dated February 24, 2025
8-K 001-35680 February 25, 2025 10.1
10.15† Executive Separation Agreement and General Release of Claims between Carl Eschenbach and Workday, Inc. dated February 6 , 2026
8-K 001-35680 February 9, 2026 10.1
10.16†
Workday, Inc. Omnibus Bonus Plan
8-K 001-35680 March 3, 2023 10.1
10.17†
2022 Equity Incentive Plan Global Notice of Performance Restricted Stock Unit Award for Carl Eschenbach
10-K 001-35680 February 27, 2023 10.17
10.18†
2022 Equity Incentive Plan Global Notice of Performance Restricted Stock Unit Award for Aneel Bhusri
X
10.19 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, 2014
10-K 001-35680 March 31, 2014 10.11  
10.20 Stock Restriction Agreement, by and among the Registrant, David A. Duffield and Aneel Bhusri
S-1/A 333-183640 October 1, 2012 10.11
10.21 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
8-K 001-35680 April 7, 2022 10.1
19.1 Insider Trading Policy
X
21.1 List of Subsidiaries of the Registrant
X
23.1 Consent of Independent Registered Public Accounting Firm
X
24.1 Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K)
X
31.1 Certification of Periodic Report by Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2 Certification of Periodic Report by Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002
        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 2002
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 2002
        X
97 Compensation Recovery Policy

X

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101.INS XBRL Instance Document - Instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document         X
101.SCH Inline XBRL Taxonomy Extension Schema Document         X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document         X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document         X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document         X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document         X
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X

†
Indicates a management contract or compensatory plan.

*
These exhibits are furnished with this Annual Report on Form 10-K and are not deemed filed with the SEC and are not incorporated by reference in any filing of Workday, Inc. under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in such filings.

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ITEM 16. FORM 10-K SUMMARY
Not applicable.
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SIGNATURES
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 6th day of March, 2026.

WORKDAY, INC.

/s/ Zane Rowe

Zane Rowe
Chief Financial Officer (Principal Financial Officer)

/s/ Mark Garfield
Mark Garfield
Chief Accounting Officer (Principal Accounting Officer)

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Zane Rowe or Richard H. Sauer, or any of them, his or her attorneys-in-fact, for such person in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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Signature Title Date

/s/ Aneel Bhusri
Chief Executive Officer and Director March 6, 2026
Aneel Bhusri
(Principal Executive Officer)

/s/ Zane Rowe
Chief Financial Officer March 6, 2026
Zane Rowe (Principal Financial Officer)

/s/ Mark Garfield
Chief Accounting Officer March 6, 2026
Mark Garfield (Principal Accounting Officer)

/s/ Thomas F. Bogan
Director March 6, 2026
Thomas F. Bogan

/s/ Elizabeth Centoni
Director March 6, 2026
Elizabeth Centoni

/s/ Lynne M. Doughtie
Director March 6, 2026
Lynne M. Doughtie

/s/ Wayne A.I. Frederick, M.D
Director March 6, 2026
Wayne A.I. Frederick, M.D

/s/ Mark J. Hawkins
Director March 6, 2026
Mark J. Hawkins

/s/ Michael M. McNamara
Director March 6, 2026
Michael M. McNamara

/s/ Rhonda J. Morris
Director March 6, 2026
Rhonda J. Morris

/s/ Michael L. Speiser
Director March 6, 2026
Michael L. Speiser

/s/ George J. Still, Jr.
Director March 6, 2026
George J. Still, Jr.

/s/ Jerry Yang
Director March 6, 2026
Jerry Yang

99