Item 9A. Controls and Procedures
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