What changed in this filing

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Item 1. Financial Statements

2025-08-22 compared with 2025-05-23 · 154 added, 115 removed, 586 unchanged (31% of the section changed)

3 unchanged sentences

(in millions)

April 30, 2025 January 31, 2025

July 31, 2025 January 31, 2025

Current assets:

38 unchanged sentences

(in millions, except number of shares which are reflected in thousands and per share data)

Three Months Ended April 30,

Three Months Ended July 31, Six Months Ended July 31,

2025 2024 2025 2024

Subscription services $ 2,169 $ 1,903 $ 4,228 $ 3,719

19 unchanged sentences

(1) Costs and expenses include share-based compensation expense as follows:

Three Months Ended April 30,

Three Months Ended July 31, Six Months Ended July 31,

2025 2024 2025 2024

Costs of subscription services $ 39 $ 35 $ 81 $ 73

7 unchanged sentences

Workday, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

Condensed Consolidated Statements of Comprehensive Income

(in millions)

Three Months Ended April 30,

Three Months Ended July 31, Six Months Ended July 31,

2025 2024 2025 2024

Net income $ 228 $ 132 $ 296 $ 239

Other comprehensive loss, net of tax:

Other comprehensive income (loss), net of tax:

Net change in foreign currency translation adjustment 1 ( 1 ) 3 ( 3 )

Net change in unrealized gains (losses) on available-for-sale debt securities, net of tax provision (benefit) of $( 5 ), $ 10 , $ 5 , and $ 1 , respectively

Net change in unrealized gains (losses) on cash flow hedges, net of tax provision (benefit) of $( 4 ) and $ 1 , respectively

Other comprehensive loss, net of tax ( 128 ) ( 4 )

Comprehensive income (loss) $ ( 60 ) $ 103

( 16 ) 27 14 2

Net change in unrealized losses on cash flow hedges, net of tax provision (benefit) of $( 1 ), $( 1 ), $( 5 ), and $ 0 , respectively

( 15 ) ( 24 ) ( 175 ) ( 1 )

Other comprehensive income (loss), net of tax ( 30 ) 2 ( 158 ) ( 2 )

Comprehensive income $ 198 $ 134 $ 138 $ 237

See Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

(in millions, except number of shares which are reflected in thousands)

Three Months Ended April 30,

Three Months Ended July 31, Six Months Ended July 31,

2025 2024 2025 2024

Common stock:

15 unchanged sentences

Balance, beginning of period ( 44 ) 17 84 21

Other comprehensive loss ( 128 ) ( 4 )

Other comprehensive income (loss) ( 30 ) 2 ( 158 ) ( 2 )

Balance, end of period ( 74 ) 19 ( 74 ) 19

4 unchanged sentences

Total stockholders’ equity $ 9,172 $ 8,345 $ 9,172 $ 8,345

Three Months Ended April 30,

Three Months Ended July 31, Six Months Ended July 31,

2025 2024 2025 2024

Common stock shares:

8 unchanged sentences

(in millions)

Three Months Ended April 30,

Six Months Ended July 31,

Cash flows from operating activities:

23 unchanged sentences

Purchases of non-marketable equity and other investments ( 15 ) ( 7 )

Sales of non-marketable equity and other investments 0 5

Net cash used in investing activities ( 510 ) ( 603 )

1 unchanged sentence

Repurchases of common stock ( 589 ) ( 440 )

Proceeds from issuance of common stock from employee equity plans 111 106

Taxes paid related to net share settlement of equity awards ( 372 ) ( 381 )

5 unchanged sentences

See Notes to Condensed Consolidated Financial Statements

Three Months Ended April 30,

Six Months Ended July 31,

Supplemental cash flow data:

3 unchanged sentences

Purchases of property and equipment, accrued but not paid 18 56

Accrued taxes related to net share settlement of equity awards

As of April 30,

Taxes related to net share settlement of equity awards, accrued but not paid

As of July 31,

Reconciliation of cash, cash equivalents, and restricted cash as shown in the Condensed Consolidated Statements of Cash Flows:

21 unchanged sentences

All such adjustments are of a normal, recurring nature.

The results of operations for the three months ended April 30, 2025, shown in this report are not necessarily indicative of the results to be expected for the full fiscal year ending January 31, 2026.

The results of operations for the three and six months ended July 31, 2025, shown in this report are not necessarily indicative of the results to be expected for the full fiscal year ending January 31, 2026.

The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025, filed with the SEC on March 11, 2025.

19 unchanged sentences

Our deposits exceed federally insured limits.

No customer individually accounted for more than 10% of trade and other receivables, net as of April 30, 2025, or January 31, 2025.

No customer individually accounted for more than 10% of total revenues during the three months ended April 30, 2025, or 2024.

Other than the United States, no country individually accounted for more than 10% of total revenues during the three months ended April 30, 2025, or 2024.

No customer individually accounted for more than 10% of trade and other receivables, net as of July 31, 2025, or January 31, 2025.

No customer individually accounted for more than 10% of total revenues during the three and six months ended July 31, 2025, or 2024.

Other than the United States, no country individually accounted for more than 10% of total revenues during the three and six months ended July 31, 2025, or 2024.

In order to reduce the risk of disruption of our cloud applications, we host our applications in data centers operated by third parties located in the United States, Europe, Canada, and the Asia-Pacific region.

These data centers include third-party hosted infrastructure, including Amazon Web Services (“AWS”) and Google Cloud, and co-location data centers.

We have internal procedures to restore services in the event of disruption at one of these data center facilities.

These data centers include third-party hosted infrastructure, including Amazon Web Services and Google Cloud, and co-location data centers.

Procedures are in place to restore services in the event of disruption at one of these data center facilities.

Even with these procedures for disaster recovery in place, our cloud applications could be significantly interrupted during the implementation of the procedures to restore services.

5 unchanged sentences

The updated standard allows for adoption on a prospective basis, with a retrospective option.

We are currently evaluating the effect the updated standard will have on our financial statement disclosures.

In July 2025, the FASB issued ASU No.

2025-05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets , which introduces a practical expedient for the application of the current expected credit loss model to current accounts receivable and contract assets.

This ASU is effective for interim and annual reporting periods beginning in the first quarter of our fiscal 2027, with early adoption permitted.

The updated standard provides for adoption on a prospective basis.

We are currently evaluating the impacts of the updated standard.

4 unchanged sentences

The updated standard allows for adoption on a prospective or retrospective basis.

We are currently evaluating the impacts of the updated standard.

We are currently evaluating the effect the updated standard will have on our financial statement disclosures.

Debt Securities

As of April 30, 2025, debt securities consisted of the following (in millions):

As of July 31, 2025, debt securities consisted of the following (in millions):

Amortized Cost Unrealized Gains Unrealized Losses Aggregate Fair Value

19 unchanged sentences

Included in Marketable securities $ 6,461 $ 17 $ ( 4 ) $ 6,474

As of April 30, 2025, the fair values of debt securities, by remaining contractual maturity, were as follows (in millions):

The following table presents the fair values of debt securities as of July 31, 2025, by remaining contractual maturity (in millions).

Actual maturities may differ from contractual maturities because borrowers may have certain prepayment conditions.

Due within 1 year $ 2,313

3 unchanged sentences

Total debt securities $ 7,124

Actual maturities may differ from contractual maturities because borrowers may have certain prepayment conditions.

We classify our debt securities as available-for-sale at the time of purchase and reevaluate such classification as of each balance sheet date.

1 unchanged sentence

Debt securities included in Marketable securities on the Condensed Consolidated Balance Sheets consist of securities with original maturities at the time of purchase greater than three months, and the remaining securities are included in Cash and cash equivalents.

Interest receivable of $ 63 million and $ 53 million is included in Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets as of April 30, 2025, and January 31, 2025, respectively.

As of April 30, 2025, and January 31, 2025, unrealized losses on our debt securities were not material.

Interest receivable of $ 62 million and $ 53 million was included in Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets as of July 31, 2025, and January 31, 2025, respectively.

As of July 31, 2025, and January 31, 2025, unrealized losses on our debt securities were not material.

We did not recognize any credit losses related to our debt securities during the periods presented.

We sold $ 140 million and $ 17 million of debt securities during the three months ended April 30, 2025, and 2024, respectively.

The realized gains and losses from the sales were immaterial.

We sold $ 265 million and $ 68 million of debt securities during the six months ended July 31, 2025, and 2024, respectively.

The realized gains and losses from the sales were not material for the periods presented.

Equity Investments

Equity investments consisted of the following (in millions):

Condensed Consolidated Balance Sheets Location April 30, 2025 January 31, 2025

Condensed Consolidated Balance Sheets Location July 31, 2025 January 31, 2025

Money market funds Cash and cash equivalents $ 802 $ 988

5 unchanged sentences

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

April 30, 2025 January 31, 2025

July 31, 2025 January 31, 2025

Total initial cost $ 223 $ 217

1 unchanged sentence

Carrying value $ 251 $ 244

During the three months ended April 30, 2025, and 2024, we recognized net unrealized losses on equity investments of $ 1 million and $ 8 million, respectively.

We recognized net losses on non-marketable equity investments of $ 2 million and $ 3 million for the three months ended July 31, 2025, and 2024, respectively, and $ 3 million and $ 10 million for the six months ended July 31, 2025, and 2024, respectively.

Fair Value Measurements

6 unchanged sentences

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents information about our assets and liabilities that are measured at fair value on a recurring basis and their assigned levels within the valuation hierarchy as of April 30, 2025 (in millions):

Level 1 Level 2 Level 3 Total

31 unchanged sentences

Deferred Costs

Deferred costs, which consist of deferred sales commissions, were $ 812 million and $ 828 million as of April 30, 2025, and January 31, 2025, respectively.

Amortization expense for the deferred costs was $ 68 million and $ 59 million for the three months ended April 30, 2025, and 2024, respectively.

Deferred costs, which consist of deferred sales commissions, were $ 840 million and $ 828 million as of July 31, 2025, and January 31, 2025, respectively.

Amortization expense for the deferred costs was $ 72 million and $ 62 million for the three months ended July 31, 2025, and 2024, respectively, and $ 140 million and $ 121 million for the six months ended July 31, 2025, and 2024, respectively.

There was no impairment loss in relation to the costs capitalized for the periods presented.

1 unchanged sentence

Property and equipment, net consisted of the following (in millions):

April 30, 2025 January 31, 2025

July 31, 2025 January 31, 2025

Computers, equipment, and software $ 1,298 $ 1,370

6 unchanged sentences

Property and equipment, net $ 1,121 $ 1,239

Depreciation expense totaled $ 62 million and $ 56 million for the three months ended April 30, 2025, and 2024, respectively.

Depreciation expense totaled $ 59 million and $ 58 million for the three months ended July 31, 2025, and 2024, respectively, and $ 121 million and $ 115 million for the six months ended July 31, 2025, and 2024, respectively.

Acquisition-Related Intangible Assets, Net

Acquisition-related intangible assets, net consisted of the following as of April 30, 2025 (in millions):

Acquisition-related intangible assets, net consisted of the following as of July 31, 2025 (in millions):

Gross Carrying Amount Accumulated Amortization Net Book Value

11 unchanged sentences

$ 864 $ ( 503 ) $ 361

Amortization expense related to acquisition-related intangible assets was $ 21 million and $ 17 million for the three months ended April 30, 2025, and 2024, respectively.

As of April 30, 2025, our future estimated amortization expense related to acquisition-related intangible assets was as follows (in millions):

Amortization expense related to acquisition-related intangible assets was $ 21 million and $ 20 million for the three months ended July 31, 2025, and 2024, respectively, and $ 42 million and $ 37 million for the six months ended July 31, 2025, and 2024, respectively.

As of July 31, 2025, our future estimated amortization expense related to acquisition-related intangible assets was as follows (in millions):

Fiscal Period:

2 unchanged sentences

Other assets consisted of the following (in millions):

April 30, 2025 January 31, 2025

July 31, 2025 January 31, 2025

Non-marketable equity and other investments $ 254 $ 247

6 unchanged sentences

Technology patents and other intangible assets with estimable useful lives are amortized on a straight-line basis.

As of April 30, 2025, our future estimated amortization expense was as follows (in millions):

As of July 31, 2025, our future estimated amortization expense was as follows (in millions):

Fiscal Period:

12 unchanged sentences

Gains or losses resulting from changes in the fair value of these hedges are recorded in Accumulated other comprehensive income (loss) (“AOCI”) on the Condensed Consolidated Balance Sheets and are subsequently reclassified to the same line item as the hedged transaction on the Condensed Consolidated Statements of Operations in the same period that the hedged transaction affects earnings.

As of April 30, 2025, we estimate that $ 20 million of net gains recorded in AOCI related to our cash flow hedges will be reclassified into income within the next 12 months.

As of April 30, 2025, and January 31, 2025, the notional values of the cash flow hedges that we held to buy U.S.

As of July 31, 2025, we estimate that $ 6 million of net losses recorded in AOCI related to our cash flow hedges will be reclassified into earnings within the next 12 months.

As of July 31, 2025, and January 31, 2025, the notional values of the cash flow hedges that we held to buy U.S.

dollars in exchange for other currencies were $ 3.0 billion and $ 2.8 billion, respectively, and the notional values of the cash flow hedges that we held to sell U.S.

6 unchanged sentences

Cash flows from the settlement of these forward contracts are classified as operating activities on the Condensed Consolidated Statements of Cash Flows.

As of April 30, 2025, and January 31, 2025, the notional values of the non-designated hedges that we held to buy U.S.

As of July 31, 2025, and January 31, 2025, the notional values of the non-designated hedges that we held to buy U.S.

dollars in exchange for other currencies were $ 212 million and $ 242 million, respectively, and the notional values of the non-designated hedges that we held to sell U.S.

1 unchanged sentence

The fair values of outstanding derivative instruments were as follows (in millions):

Condensed Consolidated Balance Sheets Location April 30, 2025 January 31, 2025

Condensed Consolidated Balance Sheets Location July 31, 2025 January 31, 2025

Derivative assets:

10 unchanged sentences

The effect of cash flow hedges on the Condensed Consolidated Statements of Operations was as follows (in millions):

Three Months Ended April 30,

Three Months Ended July 31,

Condensed Consolidated Statements of Operations Location 2025 2024

2 unchanged sentences

Costs and expenses 2,100 6 1,974 ( 3 )

Six Months Ended July 31,

Condensed Consolidated Statements of Operations Location 2025 2024

Total Gains (losses) related to cash flow hedges Total Gains (losses) related to cash flow hedges

Revenues $ 4,588 $ 16 $ 4,075 $ 16

Costs and expenses 4,301 0 3,900 ( 4 )

Pre-tax gains (losses) associated with cash flow hedges were as follows (in millions):

Condensed Consolidated Statements of Operations and Statements of Comprehensive Income (Loss) Locations Three Months Ended April 30,

Condensed Consolidated Statements of Operations and Statements of Comprehensive Income Locations

Three Months Ended July 31, Six Months Ended July 31,

2025 2024 2025 2024

Gains (losses) recognized in OCI Net change in unrealized gains (losses) on cash flow hedges $ ( 2 ) $ ( 20 ) $ ( 164 ) $ 11

2 unchanged sentences

Gains (losses) associated with non-designated hedges were as follows (in millions):

Condensed Consolidated Statements of Operations Location Three Months Ended April 30,

Condensed Consolidated Statements of Operations Location Three Months Ended July 31, Six Months Ended July 31,

2025 2024 2025 2024

Gains (losses) related to non-designated hedges Other income, net

$ ( 12 ) $ ( 3 ) $ ( 12 ) $ ( 1 )

We manage our exposure to counterparty risk by entering into foreign currency forward contracts with a diversified group of eight major financial institutions and by actively monitoring outstanding positions.

We are subject to netting agreements with all of these counterparties, under which we are permitted to net settle transactions of the same currency with a single net amount payable by one party to the other.

After consideration of these netting arrangements, the total net settlement amount related to our foreign currency forward contracts is an asset position of $ 3 million and a liability position of $ 79 million as of April 30, 2025, and an asset position of $ 86 million as of January 31, 2025.

After consideration of these netting arrangements, the total net settlement amount related to our foreign currency forward contracts is an asset position of $ 1 million and a liability position of $ 92 million as of July 31, 2025, and an asset position of $ 86 million as of January 31, 2025.

Although legally enforceable master netting arrangements exist between Workday and each counterparty, it is our policy to present the derivatives gross on the Condensed Consolidated Balance Sheets.

1 unchanged sentence

Outstanding debt consisted of the following (in millions):

April 30, 2025 January 31, 2025

July 31, 2025 January 31, 2025

2027 Notes $ 1,000 $ 1,000

4 unchanged sentences

Debt, noncurrent $ 2,985 $ 2,984

As of April 30, 2025, our future principal payments for the outstanding debt were as follows (in millions):

As of July 31, 2025, our future principal payments for the outstanding debt were as follows (in millions):

Fiscal Period:

8 unchanged sentences

The indenture governing the Senior Notes also includes covenants (including certain limited covenants restricting our ability to incur certain liens and enter into certain sale and leaseback transactions), events of default, and other customary provisions.

As of April 30, 2025, and January 31, 2025, we were in compliance with all covenants associated with the Senior Notes.

As of July 31, 2025, and January 31, 2025, we were in compliance with all covenants associated with the Senior Notes.

We incurred debt discount and issuance costs of approximately $ 27 million in connection with the Senior Notes offering, which were allocated on a pro rata basis to the 2027 Notes, 2029 Notes, and 2032 Notes.

1 unchanged sentence

The effective interest rates on the 2027 Notes, 2029 Notes, and 2032 Notes, which are calculated as the contractual interest rates adjusted for the debt discount and issuance costs, are 3.67 %, 3.82 %, and 3.90 %, respectively.

As of April 30, 2025, and January 31, 2025, the total estimated fair value of the Senior Notes was $ 2.9 billion and $ 2.8 billion, respectively.

As of July 31, 2025, and January 31, 2025, the total estimated fair value of the Senior Notes was $ 2.9 billion and $ 2.8 billion, respectively.

The estimated fair values of the Senior Notes, which we have classified as Level 2 financial instruments, were determined based on quoted bid prices in an over-the-counter market on the last trading day of the reporting period.

1 unchanged sentence

In fiscal 2023, we entered into a credit agreement (“2022 Credit Agreement”) which provides for a revolving credit facility in an aggregate principal amount of $ 1.0 billion.

As of April 30, 2025, and January 31, 2025 we had no outstanding revolving loans under the 2022 Credit Agreement.

As of July 31, 2025, and January 31, 2025 we had no outstanding revolving loans under the 2022 Credit Agreement.

The revolving loans under the 2022 Credit Agreement may be borrowed, repaid, and reborrowed until April 6, 2027, at which time all amounts borrowed must be repaid.

4 unchanged sentences

The financial covenant, based on a quarterly financial test, requires that we do not exceed a maximum leverage ratio of 3.50 :1.00, subject to a step-up to 4.50 :1.00 at our election for a certain period following an acquisition.

As of April 30, 2025, and January 31, 2025, we were in compliance with all covenants included in the 2022 Credit Agreement.

As of July 31, 2025, and January 31, 2025, we were in compliance with all covenants included in the 2022 Credit Agreement.

Interest Expense on Debt

The following table sets forth total interest expense recognized related to our debt (in millions):

Three Months Ended April 30,

Three Months Ended July 31, Six Months Ended July 31,

2025 2024 2025 2024

Contractual interest expense $ 28 $ 28 $ 55 $ 55

2 unchanged sentences

We have entered into operating lease agreements for our office space, data centers, and other property and equipment.

Operating lease right-of-use assets were $ 355 million and $ 336 million as of April 30, 2025, and January 31, 2025, respectively, and operating lease liabilities were $ 408 million and $ 378 million as of April 30, 2025, and January 31, 2025, respectively.

Operating lease right-of-use assets were $ 719 million and $ 336 million as of July 31, 2025, and January 31, 2025, respectively, and operating lease liabilities were $ 791 million and $ 378 million as of July 31, 2025, and January 31, 2025, respectively.

In July 2025, the 20 -year lease for our new European headquarters in Dublin, Ireland commenced, following its execution in the first quarter of fiscal 2026.

This resulted in the recognition of an operating lease right-of-use asset of $ 313 million, and a corresponding operating lease liability of $ 333 million.

The components of operating lease expense were as follows (in millions):

Three Months Ended April 30,

Three Months Ended July 31, Six Months Ended July 31,

2025 2024 2025 2024

Operating lease cost $ 34 $ 29 $ 65 $ 58

3 unchanged sentences

Supplemental cash flow information related to our operating leases was as follows (in millions):

Three Months Ended April 30,

Six Months Ended July 31,

Cash paid for operating lease liabilities $ 64 $ 51

1 unchanged sentence

Other information related to our operating leases was as follows:

April 30, 2025 January 31, 2025

July 31, 2025 January 31, 2025

Weighted average remaining lease term (in years) 11 5

Weighted average discount rate 4.16 % 4.20 %

As of April 30, 2025, maturities of operating lease liabilities were as follows (in millions):

As of July 31, 2025, maturities of operating lease liabilities were as follows (in millions):

Fiscal Period:

4 unchanged sentences

Total operating lease liabilities $ 791

During the first quarter of fiscal 2026, we entered into a new operating lease agreement for our European headquarters in Dublin, Ireland which has not yet commenced with total undiscounted lease payments of $ 468 million.

The operating lease is expected to commence in the second quarter of fiscal 2026 with a lease term of 20 years.

We had additional operating leases for data centers and office space that had not yet commenced as of April 30, 2025, with total undiscounted lease payments of $ 43 million.

These operating leases will commence in fiscal 2026, with lease terms ranging from approximately five to twenty years .

As of July 31, 2025, we had operating leases for office space and data centers that had not yet commenced with total undiscounted lease payments of $ 35 million.

These operating leases will commence in fiscal 2026, with lease terms ranging from approximately five to ten years .

Commitments and Contingencies

1 unchanged sentence

Our purchase obligations are primarily related to agreements for third-party hosted infrastructure platforms, data center equipment and software, business technology software and support, and sales and marketing activities.

During the three months ended April 30, 2025, there were no material changes outside the ordinary course of business to our non-cancelable purchase obligations disclosed in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025.

During the six months ended July 31, 2025, there were no material changes outside the ordinary course of business to our non-cancelable purchase obligations disclosed in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025.

Legal Matters

2 unchanged sentences

These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular matter.

In our opinion, as of April 30, 2025, there was not at least a reasonable possibility that we had incurred a material loss, or a material loss in excess of a recorded accrual, with respect to such loss contingencies.

In our opinion, as of July 31, 2025, there was not at least a reasonable possibility that we had incurred a material loss, or a material loss in excess of a recorded accrual, with respect to such loss contingencies.

Stockholders’ Equity

As of April 30, 2025, there were 216 million shares of Class A common stock, net of treasury stock, and 51 million shares of Class B common stock outstanding.

As of July 31, 2025, there were 217 million shares of Class A common stock, net of treasury stock, and 50 million shares of Class B common stock outstanding.

The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion.

2 unchanged sentences

Share Repurchase Programs

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”).

Under this program, in accordance with applicable securities laws and other restrictions, we may repurchase shares of our Class A common stock through open market purchases, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act, in privately negotiated transactions, or by other means.

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”), and in May 2025, our Board of Directors authorized the repurchase of up to an additional $ 1.0 billion of our outstanding shares of Class A common stock (“May 2025 Share Repurchase Program”).

Under both programs, in accordance with applicable securities laws and other restrictions, we may repurchase shares of our Class A common stock through open market purchases, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act, in privately negotiated transactions, or by other means.

The timing and total amount of share repurchases will depend upon business, economic, and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations.

The August 2024 Share Repurchase Program has no expiration date, may be suspended or discontinued at any time, and does not obligate us to acquire any amount of Class A common stock.

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.

Both programs have no expiration date, may be suspended or discontinued at any time, and do not obligate us to acquire any amount of Class A common stock.

Prior to the August 2024 and May 2025 Share Repurchase Programs, 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.

The table below sets forth information regarding our share repurchase programs (in millions, except number of shares which are reflected in thousands, and per share data):

Three Months Ended April 30,

Three Months Ended July 31, Six Months Ended July 31,

2025 2024 2025 2024

Total number of shares repurchased 1,216 1,387 2,506 1,889

1 unchanged sentence

Amount repurchased

$ 299 $ 309 $ 592 $ 443

All repurchases were made in open market transactions.

As of April 30, 2025, we were authorized to repurchase a remaining $ 509 million of our outstanding shares of Class A common stock under the August 2024 Share Repurchase Program.

In May 2025, our Board of Directors authorized the repurchase of up to an additional $ 1.0 billion of our outstanding shares of Class A common stock (“May 2025 Share Repurchase Program”).

For further information, see Note 20, Subsequent Event .

As of July 31, 2025, we were authorized to repurchase a remaining $ 1.2 billion of our outstanding shares of Class A common stock under our share repurchase programs.

Employee Equity Plans

4 unchanged sentences

Shares that are forfeited or withheld in connection with the net share settlement of restricted stock units (“RSUs”) are added to the reserves of the 2022 Plan.

As of April 30, 2025, we had 12 million shares of Class A common stock available for future grants.

As of July 31, 2025, 13 million shares of Class A common stock were available for future grants under the 2022 Plan.

In fiscal 2023, our stockholders approved the Amended and Restated 2012 Employee Stock Purchase Plan (“2012 ESPP”).

1 unchanged sentence

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 April 30, 2025, 2 million shares of Class A common stock were available for issuance under the 2012 ESPP.

Restricted Stock Units

As of July 31, 2025, 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 the three months ended April 30, 2025, was as follows (in thousands, except per share data):

Activity during the six months ended July 31, 2025, was as follows (in thousands, except per share data):

Number of Shares Weighted-Average Grant Date Fair Value

5 unchanged sentences

( 2,832 ) 224.77

Outstanding balance as of April 30, 2025 17,049 222.18

(1) Includes shares withheld in connection with the net share settlement of RSUs.

In April 2025, we granted PSUs to executives 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.

Outstanding balance as of July 31, 2025 15,505 222.52

(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.

As of April 30, 2025, there was a total of $ 3.2 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 .

(2) Includes shares withheld in connection with the net share settlement of RSUs.

As of July 31, 2025, there was a total of $ 2.9 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 .

Market-Based Restricted Stock Units

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However, the number of shares that ultimately vest can vary significantly with the achievement of the specified market criteria.

As of April 30, 2025, there was a total of $ 7 million in unrecognized compensation cost related to the PVU Award, which is expected to be recognized over approximately three years .

As of July 31, 2025, there was a total of $ 5 million in unrecognized compensation cost related to the PVU Award, which is expected to be recognized over approximately two years .

Contract Balances and Performance Obligations

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Condensed Consolidated Balance Sheets Location

April 30, 2025 January 31, 2025

July 31, 2025 January 31, 2025

Contract assets:

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$ 3,917 $ 4,547

(1) Included in this balance are amounts related to professional services that are subject to cancellation and pro-rated refund rights of $ 69 million and $ 83 million as of April 30, 2025, and January 31, 2025, respectively.

Revenues of $ 1.7 billion and $ 1.5 billion were recognized during the three months ended April 30, 2025, and 2024, respectively, that were included in the unearned revenue balances as of January 31, 2025, and 2024, respectively.

(1) Included in this balance are amounts related to professional services that are subject to cancellation and pro-rated refund rights of $ 73 million and $ 83 million as of July 31, 2025, and January 31, 2025, respectively.

Revenues of $ 1.7 billion and $ 1.6 billion were recognized during the three months ended July 31, 2025, and 2024, respectively, that were included in the unearned revenue balances as of April 30, 2025, and 2024, respectively.

Revenues of $ 3.1 billion and $ 2.8 billion were recognized during the six months ended July 31, 2025, and 2024, respectively, that were included in the unearned revenue balances as of January 31, 2025, and 2024, respectively.

Transaction Price Allocated to the Remaining Performance Obligations

As of April 30, 2025, approximately $ 24.6 billion of revenues are expected to be recognized from remaining performance obligations for subscription contracts.

As of July 31, 2025, approximately $ 25.4 billion of revenues are expected to be recognized from remaining performance obligations for subscription contracts.

We expect to recognize revenues on approximately $ 7.9 billion and $ 14.1 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 April 30, 2025, were not material.

Revenues from remaining performance obligations for professional services contracts as of July 31, 2025, were not material.

Other Income, Net

Other income, net consisted of the following (in millions):

Three Months Ended April 30,

Three Months Ended July 31, Six Months Ended July 31,

2025 2024 2025 2024

Interest income $ 88 $ 88 $ 180 $ 181

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( 29 ) ( 28 ) ( 57 ) ( 57 )

( 3 ) ( 3 ) ( 3 ) ( 8 )

Total other income, net

$ 56 $ 57 $ 120 $ 116

(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.

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For further information, see Note 3, Investments .

We reported an income tax provision of $ 35 million and $ 16 million for the three months ended April 30, 2025, and 2024, respectively.

The income tax provision for the three months ended April 30, 2025, was primarily attributable to earnings in the U.S.

We reported an income tax provision of $ 111 million and $ 52 million for the six months ended July 31, 2025, and 2024, respectively.

The income tax provision for the six months ended July 31, 2025, was primarily attributable to earnings in the U.S.

and profitable foreign jurisdictions.

The income tax provision for the three months ended April 30, 2024, was primarily attributable to earnings in the U.S.

The income tax provision for the six months ended July 31, 2024, was primarily attributable to earnings in the U.S.

and profitable foreign jurisdictions, offset by the excess tax benefit from share-based compensation.

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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, and projected future taxable income, as well as prudent and feasible tax-planning strategies.

The assessment requires significant judgement and is performed in each of the applicable jurisdictions.

As of April 30, 2025, we continue to maintain valuation allowances related to tax credits in certain state jurisdictions and net operating loss in certain foreign jurisdictions.

The assessment requires significant judgment and is performed in each of the applicable jurisdictions.

As of July 31, 2025, we continue to maintain valuation allowances related to tax credits in certain state jurisdictions and net operating loss in certain foreign jurisdictions.

We will continue to evaluate the need for valuation allowances for our deferred tax assets.

On July 4, 2025, the One Big Beautiful Bill Act (“The 2025 Tax Act”) was signed into law.

The 2025 Tax Act makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and modifications to the international tax framework.

The 2025 Tax Act did not have a material impact on our annual effective tax rate, and is expected to reduce our domestic cash tax outflows for the remainder of fiscal 2026.

Due to the complexity and various upcoming effective dates of the 2025 Tax Act, we are still in the process of assessing its impact on our consolidated financial statements.

The final impact may differ from our current estimates based on further analysis, regulatory guidance, and any legislative changes.

Net Income Per Share

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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):

Three Months Ended April 30,

Class A Class B Class A Class B

Three Months Ended July 31, Six Months Ended July 31,

2025 2024 2025 2024

Class A Class B Class A Class B Class A Class B Class A Class B

Net income per share, basic:

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Net income per share, diluted $ 0.84 $ 0.84 $ 0.49 $ 0.49 $ 1.09 $ 1.09 $ 0.89 $ 0.89

The computation of diluted net income per share does not include the effect of the following potentially outstanding weighted-average shares of common stock.

The effects of these potentially outstanding shares were not included in the calculation of diluted net income per share because the effect would have been anti-dilutive (in thousands):

Three Months Ended April 30,

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):

Three Months Ended July 31, Six Months Ended July 31,

2025 2024 2025 2024

Total weighted-average shares related to outstanding share-based awards

227 6,321 214 3,196

Geographic Information

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The following table sets forth revenues by geographic area (in millions):

Three Months Ended April 30,

Three Months Ended July 31, Six Months Ended July 31,

2025 2024 2025 2024

United States $ 1,764 $ 1,561 $ 3,445 $ 3,054

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Aggregate Property and equipment, net and Operating lease right-of-use assets by geographic area was as follows (in millions):

April 30, 2025 January 31, 2025

July 31, 2025 January 31, 2025

United States $ 1,144 $ 1,197

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In connection with this plan, we have exited certain owned 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.

We incurred $ 231 million in charges in connection with this plan, of which $ 65 million was recognized in the fourth quarter of fiscal 2025, and the remainder was recognized in the first quarter of fiscal 2026.

The activities associated with this plan were substantially completed in the second quarter of fiscal 2026.

We incurred $ 232 million in charges in connection with this plan, of which $ 65 million was recognized in the fourth quarter of fiscal 2025, $ 166 million was recognized in the first quarter of fiscal 2026, and $ 1 million was recognized in the second quarter of fiscal 2026.

The total charges consisted of $ 198 million related to employee transition, severance payments, employee benefits, and share-based compensation, and $ 34 million related to an impairment of office space.

Fiscal 2026 Restructuring Plan activity during the three months ended April 30, 2025, was as follows (in millions):

Fiscal 2026 Restructuring Plan activity was as follows (in millions):

Three Months Ended July 31, 2025 Six Months Ended July 31, 2025

Workforce Reduction

Office Space Reduction Total Workforce Reduction

Office Space Reduction Total

Restructuring liability as of January 31, 2025

Restructuring liability, beginning of the period $ 86 $ 0 $ 86 $ 57 $ 0 $ 57

1 0 1 133 34 167

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0 0 0 ( 40 ) ( 34 ) ( 74 )

Restructuring liability as of April 30, 2025 $ 86 $ 0 $ 86

Additionally, we recorded exit charges of $ 8 million associated with office space reductions under a separate restructuring plan during the three months ended April 30, 2024.

Restructuring liability, end of the period $ 6 $ 0 $ 6 $ 6 $ 0 $ 6

Additionally, we recorded exit charges of $ 1 million and $ 8 million associated with office space reductions under a separate restructuring plan during the three and six months ended July 31, 2024.

Subsequent Event

In May 2025, our Board of Directors authorized the May 2025 Share Repurchase Program, under which we may purchase up to an additional $ 1.0 billion of our outstanding shares of Class A common stock.

We may repurchase shares of our Class A common stock through open market purchases, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act, in privately negotiated transactions, or by other means.

The timing and total amount of share repurchases will depend upon business, economic, and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations.

The May 2025 Share Repurchase Program has no expiration date, may be suspended or discontinued at any time, and does not obligate us to acquire any amount of Class A common stock.

In August 2025, we entered into a definitive agreement to acquire Paradox, Inc., a candidate experience agent that uses conversational AI to simplify the job application journey, for approximately $ 1.0 billion in cash, subject to customary purchase price adjustments.

The acquisition is expected to close during the third quarter of fiscal 2026, subject to the satisfaction of closing conditions, including required regulatory approvals.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements