What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-27 compared with 2026-05-22 · 153 added, 142 removed, 581 unchanged (34% of the section changed)

3 unchanged sentences

(in millions)

April 30, 2026 January 31, 2026

July 31, 2026 January 31, 2026

Current assets:

32 unchanged sentences

Accumulated other comprehensive loss ( 96 ) ( 136 )

Accumulated deficit ( 290 ) ( 512 )

Retained earnings (accumulated deficit) 342 ( 512 )

Total stockholders’ equity 6,460 7,805

1 unchanged sentence

See Notes to Condensed Consolidated Financial Statements

Table of Cont ents

Workday, Inc.

1 unchanged sentence

(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,

2026 2025 2026 2025

Subscription services $ 2,471 $ 2,169 $ 4,826 $ 4,228

11 unchanged sentences

Other income, net 14 56 31 120

Income before provision for income taxes 355 103

Provision for income taxes 133 35

Income before provision for (benefit from) income taxes 327 304 682 407

Provision for (benefit from) income taxes ( 305 ) 76 ( 172 ) 111

Net income $ 632 $ 228 $ 854 $ 296

4 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,

2026 2025 2026 2025

Costs of subscription services $ 44 $ 39 $ 80 $ 81

6 unchanged sentences

See Notes to Condensed Consolidated Financial Statements

Table of Cont ents

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,

2026 2025 2026 2025

Net income $ 632 $ 228 $ 854 $ 296

2 unchanged sentences

Net change in unrealized gains (losses) on available-for-sale debt securities, net of tax provision (benefit) of $( 5 ), $( 5 ), $( 11 ), and $ 5 , respectively

( 14 ) ( 16 ) ( 32 ) 14

Net change in unrealized gains (losses) on cash flow hedges, net of tax provision (benefit) of $ 6 , $( 1 ), $ 4 , and $( 5 ), respectively

45 ( 15 ) 75 ( 175 )

Other comprehensive income (loss), net of tax 29 ( 30 ) 40 ( 158 )

Comprehensive income (loss) $ 233 $ ( 60 )

Comprehensive income $ 661 $ 198 $ 894 $ 138

See Notes to Condensed Consolidated Financial Statements

Table of Cont ents

Workday, Inc.

1 unchanged sentence

(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,

2026 2025 2026 2025

Common stock:

17 unchanged sentences

Balance, end of period ( 96 ) ( 74 ) ( 96 ) ( 74 )

Accumulated deficit:

Retained earnings (accumulated deficit):

Balance, beginning of period ( 290 ) ( 1,137 ) ( 512 ) ( 1,205 )

2 unchanged sentences

Total stockholders’ equity $ 6,460 $ 9,172 $ 6,460 $ 9,172

Three Months Ended April 30,

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

2026 2025 2026 2025

Common stock shares:

5 unchanged sentences

See Notes to Condensed Consolidated Financial Statements

Table of Cont ents

Workday, Inc.

1 unchanged sentence

(in millions)

Three Months Ended April 30,

Six Months Ended July 31,

Cash flows from operating activities:

9 unchanged sentences

Asset impairments 0 34

Other ( 2 ) 13

Changes in operating assets and liabilities:

16 unchanged sentences

Repurchases of common stock ( 2,924 ) ( 589 )

Proceeds from issuance of common stock from employee equity plans 98 111

Taxes paid related to net share settlement of equity awards ( 273 ) ( 372 )

5 unchanged sentences

See Notes to Condensed Consolidated Financial Statements

Table of Cont ents

Three Months Ended April 30,

Six Months Ended July 31,

Supplemental cash flow data:

5 unchanged sentences

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

As of April 30,

As of July 31,

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

3 unchanged sentences

See Notes to Condensed Consolidated Financial Statements

Table of Cont ents

Workday, Inc.

16 unchanged sentences

All such adjustments are of a normal, recurring nature.

The results of operations for the three months ended April 30, 2026, shown in this report are not necessarily indicative of the results to be expected for the full fiscal year ending January 31, 2027.

The results of operations for the three and six months ended July 31, 2026, shown in this report are not necessarily indicative of the results to be expected for the full fiscal year ending January 31, 2027.

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, 2026, filed with the SEC on March 6, 2026.

8 unchanged sentences

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

Table of Cont ents

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

2 unchanged sentences

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

Other segment items include Other income, net and Provision for income taxes.

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

Significant Accounting Policies and Accounting Standards

4 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, 2026, or January 31, 2026.

No customer individually accounted for more than 10% of total revenues during the three months ended April 30, 2026, or 2025.

Other than the United States (“U.S.”), no country individually accounted for more than 10% of total revenues during the three months ended April 30, 2026, or 2025.

No customer individually accounted for more than 10% of trade and other receivables, net as of July 31, 2026, or January 31, 2026.

No customer individually accounted for more than 10% of total revenues during the three and six months ended July 31, 2026, or 2025.

Other than the United States (“U.S.”), no country individually accounted for more than 10% of total revenues during the three and six months ended July 31, 2026, or 2025.

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 U.S., Europe, Canada, and the Asia-Pacific region.

14 unchanged sentences

We are currently evaluating the effect the updated standard will have on our consolidated financial statements and related disclosures.

Table of Cont ents

Debt Securities

As of April 30, 2026, debt securities consisted of the following (in millions):

As of July 31, 2026, debt securities consisted of the following (in millions):

Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Aggregate Fair Value

18 unchanged sentences

Included in Marketable securities $ 3,906 $ 36 $ 0 $ 3,942

The following table presents the fair values of debt securities as of April 30, 2026, by remaining contractual maturity (in millions).

The following table presents the fair values of debt securities as of July 31, 2026, by remaining contractual maturity (in millions).

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

April 30, 2026

Due within 1 year $ 698

6 unchanged sentences

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 $ 34 million and $ 33 million was included in Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets as of April 30, 2026, and January 31, 2026, respectively.

As of April 30, 2026, and January 31, 2026, unrealized losses on our debt securities were not material.

Interest receivable of $ 24 million and $ 33 million was included in Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets as of July 31, 2026, and January 31, 2026, respectively.

As of July 31, 2026, and January 31, 2026, 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 $ 96 million and $ 140 million of debt securities during the three months ended April 30, 2026, and 2025, respectively.

The realized gains and losses from the sales were immaterial .

Table of Cont ents

We sold $ 824 million and $ 265 million of debt securities during the six months ended July 31, 2026, and 2025, respectively.

The corresponding realized gains and losses from the sales were not material .

Equity Investments

Equity investments consisted of the following (in millions):

Condensed Consolidated Balance Sheets Location April 30, 2026 January 31, 2026

Condensed Consolidated Balance Sheets Location July 31, 2026 January 31, 2026

Money market funds Cash and cash equivalents $ 382 $ 694

5 unchanged sentences

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

April 30, 2026 January 31, 2026

July 31, 2026 January 31, 2026

Total initial cost $ 210 $ 205

1 unchanged sentence

Carrying value $ 231 $ 230

During the three months ended April 30, 2026, and 2025, we recognized net losses on our non-marketable equity investments of $ 8 million and $ 1 million, respectively.

During the three and six months ended July 31, 2026, and 2025, there were no material gains or losses recorded on our non-marketable equity investments.

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, 2026 (in millions):

Level 1 Level 2 Level 3 Total

9 unchanged sentences

Total liabilities $ 0 $ 94 $ 0 $ 94

Table of Cont ents

19 unchanged sentences

Deferred Costs

Deferred costs, which consist of deferred sales commissions, were $ 926 million and $ 940 million as of April 30, 2026, and January 31, 2026, respectively.

Amortization expense for the deferred costs was $ 79 million and $ 68 million for the three months ended April 30, 2026, and 2025, respectively.

Deferred costs, which consist of deferred sales commissions, were $ 974 million and $ 940 million as of July 31, 2026, and January 31, 2026, respectively.

Amortization expense for the deferred costs was $ 83 million and $ 72 million for the three months ended July 31, 2026, and 2025, respectively, and $ 162 million and $ 140 million for the six months ended July 31, 2026, and 2025, 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, 2026 January 31, 2026

July 31, 2026 January 31, 2026

Computers, equipment, and software $ 1,274 $ 1,285

4 unchanged sentences

Property and equipment, gross 2,599 2,495

Less accumulated depreciation and amortization ( 1,426 ) ( 1,402 )

accumulated depreciation and amortization ( 1,473 ) ( 1,402 )

Property and equipment, net $ 1,126 $ 1,093

Depreciation expense totaled $ 55 million and $ 62 million for the three months ended April 30, 2026, and 2025, respectively.

There were no impairment charges recognized on property and equipment during the three months ended April 30, 2026.

We recognized impairment charges of $ 34 million for the three months ended April 30, 2025, related to certain property and equipment as a result of our restructuring activities.

Depreciation expense totaled $ 56 million and $ 59 million for the three months ended July 31, 2026, and 2025, respectively, and $ 111 million and $ 121 million for the six months ended July 31, 2026, and 2025, respectively.

There were no material impairment charges recognized on property and equipment during the three and six months ended July 31, 2026, and the three months ended July 31, 2025.

We recognized impairment charges of $ 34 million for the six months ended July 31, 2025, related to certain property and equipment as a result of restructuring activities.

For further information, see Note 19, Restructuring .

Table of Cont ents

Acquisition-Related Intangible Assets, Net

Acquisition-related intangible assets, net consisted of the following as of April 30, 2026 (in millions):

Acquisition-related intangible assets consisted of the following as of July 31, 2026 (in millions):

Gross Carrying Value Accumulated Amortization Net Book Value

3 unchanged sentences

Trade name 17 ( 16 ) 1

$ 1,282 $ ( 637 ) $ 645

Acquisition-related intangible assets, net consisted of the following as of January 31, 2026 (in millions):

Total acquisition-related intangible assets $ 1,282 $ ( 671 ) $ 611

Acquisition-related intangible assets consisted of the following as of January 31, 2026 (in millions):

Gross Carrying Value Accumulated Amortization Net Book Value

3 unchanged sentences

Trade name 17 ( 14 ) 3

$ 1,282 $ ( 601 ) $ 681

Amortization expense related to acquisition-related intangible assets was $ 36 million and $ 21 million for the three months ended April 30, 2026, and 2025, respectively.

As of April 30, 2026, our future estimated amortization expense related to acquisition-related intangible assets was as follows (in millions):

Total acquisition-related intangible assets $ 1,282 $ ( 601 ) $ 681

Amortization expense related to acquisition-related intangible assets was $ 34 million and $ 21 million for the three months ended July 31, 2026, and 2025, respectively, and $ 70 million and $ 42 million for the six months ended July 31, 2026, and 2025, respectively.

As of July 31, 2026, our future estimated amortization expense related to acquisition-related intangible assets was as follows (in millions):

Fiscal Period:

1 unchanged sentence

Thereafter 123

Total future estimated amortization expense $ 611

Other assets consisted of the following (in millions):

April 30, 2026 January 31, 2026

July 31, 2026 January 31, 2026

Non-marketable equity and other investments $ 234 $ 233

2 unchanged sentences

Technology patents and other intangible assets, net 19 21

Deposits 15 14

Derivative assets 18 2

Deposits 14 14

Total other assets $ 461 $ 460

Table of Cont ents

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

As of April 30, 2026, our future estimated amortization expense was as follows (in millions):

As of July 31, 2026, our future estimated amortization expense was as follows (in millions):

Fiscal Period:

Remainder of 2027 $ 2

Total future estimated amortization expense $ 19

Derivative Instruments

9 unchanged sentences

Gains and 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, 2026, we estimate that $ 48 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 April 30, 2026, and January 31, 2026, the notional values of the cash flow hedges that we held to buy U.S.

As of July 31, 2026, we estimate that $ 40 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, 2026, and January 31, 2026, the notional values of the cash flow hedges that we held to buy U.S.

dollars in exchange for other currencies were $ 3.3 billion and $ 3.0 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, 2026, and January 31, 2026, the notional values of the non-designated hedges that we held to buy U.S.

As of July 31, 2026, and January 31, 2026, the notional values of the non-designated hedges that we held to buy U.S.

dollars in exchange for other currencies were $ 445 million and $ 442 million, respectively, and the notional values of the non-designated hedges that we held to sell U.S.

dollars in exchange for other currencies were $ 656 million and $ 565 million, respectively.

Table of Cont ents

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

Condensed Consolidated Balance Sheets Location April 30, 2026 January 31, 2026

Condensed Consolidated Balance Sheets Location July 31, 2026 January 31, 2026

Derivative assets:

9 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 2026 2025

2 unchanged sentences

Costs and expenses 2,336 ( 2 ) 2,100 6

Six Months Ended July 31,

Condensed Consolidated Statements of Operations Location 2026 2025

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

Revenues $ 5,191 $ ( 21 ) $ 4,588 $ 16

Costs and expenses 4,540 0 4,301 0

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,

2026 2025 2026 2025

Gains (losses) recognized in OCI Net change in unrealized gains (losses) on cash flow hedges $ 37 $ ( 2 ) $ 58 $ ( 164 )

1 unchanged sentence

Gains (losses) reclassified from AOCI into income (effective portion) Costs and expenses ( 2 ) 6 0 0

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

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

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

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

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

2026 2025 2026 2025

Losses related to non-designated hedges Other income, net

$ ( 10 ) $ ( 12 ) $ ( 14 ) $ ( 12 )

We manage our exposure to counterparty risk by entering into foreign currency forward contracts with a diversified group of nine 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 $ 4 million and a liability position of $ 105 million as of April 30, 2026, and an asset position of $ 1 million and a liability position of $ 128 million as of January 31, 2026.

After consideration of these netting arrangements, the total net settlement amount related to our foreign currency forward contracts is an asset position of $ 12 million and a liability position of $ 62 million as of July 31, 2026, and an asset position of $ 1 million and a liability position of $ 128 million as of January 31, 2026.

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.

Our foreign currency forward contracts are not subject to any credit contingent features or collateral requirements.

Table of Cont ents

Outstanding debt consisted of the following (in millions):

April 30, 2026 January 31, 2026

July 31, 2026 January 31, 2026

2027 Notes $ 1,000 $ 1,000

6 unchanged sentences

Debt, noncurrent $ 1,990 $ 2,987

As of April 30, 2026, our future principal payments for the outstanding debt were as follows (in millions):

As of July 31, 2026, 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, 2026, and January 31, 2026, we were in compliance with all covenants associated with the Senior Notes.

As of July 31, 2026, and January 31, 2026, 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 both April 30, 2026, and January 31, 2026, the total estimated fair value of the Senior Notes was $ 2.9 billion.

As of both July 31, 2026, and January 31, 2026, the total estimated fair value of the Senior Notes was $ 2.9 billion .

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.

Table of Cont ents

Credit Agreement

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, 2026, and January 31, 2026, we had no outstanding revolving loans under the 2022 Credit Agreement.

As of July 31, 2026, and January 31, 2026, 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, 2026, and January 31, 2026, we were in compliance with all covenants included in the 2022 Credit Agreement.

As of July 31, 2026, and January 31, 2026, 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,

2026 2025 2026 2025

Contractual interest expense $ 28 $ 28 $ 55 $ 55

Interest cost related to amortization of debt discount and issuance costs 1 1 2 2

capitalized interest expense ( 1 ) 0 ( 4 ) 0

Total interest expense $ 28 $ 29 $ 53 $ 57

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 $ 706 million and $ 719 million as of April 30, 2026, and January 31, 2026, respectively, and operating lease liabilities were $ 817 million and $ 834 million as of April 30, 2026, and January 31, 2026, respectively.

Operating lease right-of-use assets were $ 680 million and $ 719 million as of July 31, 2026, and January 31, 2026, respectively, and operating lease liabilities were $ 783 million and $ 834 million as of July 31, 2026, and January 31, 2026, respectively.

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,

2026 2025 2026 2025

Operating lease cost $ 41 $ 34 $ 83 $ 65

Short-term lease cost 0 0 0 1

Variable lease cost 18 13 33 24

1 unchanged sentence

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 $ 74 $ 64

1 unchanged sentence

Other information related to our operating leases was as follows:

April 30, 2026 January 31, 2026

July 31, 2026 January 31, 2026

Weighted average remaining lease term (in years) 11 11

Weighted average discount rate 4.2 % 4.2 %

Table of Cont ents

As of April 30, 2026, maturities of operating lease liabilities were as follows (in millions):

As of July 31, 2026, maturities of operating lease liabilities were as follows (in millions):

Fiscal Period:

2 unchanged sentences

Total lease payments 1,000

Less imputed interest ( 224 )

imputed interest ( 217 )

Total operating lease liabilities $ 783

2 unchanged sentences

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, 2026, 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, 2026.

During the six months ended July 31, 2026, 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, 2026.

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, 2026, 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, 2026, 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, 2026, there were 203 million shares of Class A common stock and 46 million shares of Class B common stock outstanding.

As of July 31, 2026, there were 196 million shares of Class A common stock and 45 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.

3 unchanged sentences

We repurchase shares of our Class A common stock under share repurchase programs authorized by our Board of Directors.

Under these 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.

Under these programs, 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 accordance with applicable securities laws and other restrictions.

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 share repurchase 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.

Table of Cont ents

Share repurchase programs authorized by our Board of Directors that were in effect during the three months ended April 30, 2026, and 2025, were as follows (in millions):

Share repurchase programs authorized by our Board of Directors that were in effect during the three and six months ended July 31, 2026, and 2025, were as follows (in millions):

Authorization Date

1 unchanged sentence

Authorization Completion Date

November 2022

1,000 Q3 fiscal 2026

February 2024

1,000 Q4 fiscal 2026

1,000 Q3 fiscal 2026

1,000 Q4 fiscal 2026

September 2025 4,000

September 2025 4,000 Q2 fiscal 2027

The table below sets forth information regarding repurchase of shares under 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,

2026 2025 2026 2025

Total number of shares repurchased 9,783 1,216 21,809 2,506

5 unchanged sentences

All repurchases were made in open market transactions.

As of April 30, 2026, we were authorized to repurchase a remaining $ 1.3 billion of our outstanding shares of Class A common stock under our share repurchase programs.

As of July 31, 2026, our share repurchase programs were fully completed with no authorization remaining.

In August 2026, our Board of Directors authorized the repurchase of up to an additional $ 4.0 billion of our outstanding shares of Class A common stock.

For further information, see Note 20, Subsequent Event .

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 restricted stock units (“RSUs”) are added to the reserves of the 2022 Plan.

As of April 30, 2026, 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”).

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.

In June 2026, our stockholders approved the amendment and restatement of the 2022 Equity Incentive Plan (the “A&R 2022 Plan”), which increased the total number of shares of common stock reserved for issuance by 20 million.

Forfeited shares and shares withheld in connection with the net share settlement of restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) are added back to the reserves of the A&R 2022 Plan.

As of July 31, 2026, 21 million shares of Class A common stock were available for future grants under the A&R 2022 Plan.

In June 2026, our stockholders approved the amendment and restatement of the 2012 Employee Stock Purchase Plan (“A&R ESPP”), which increased the total number of shares of common stock reserved for issuance by 7 million.

Under the A&R 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 April 30, 2026, 2 million shares of Class A common stock were available for issuance under the 2012 ESPP.

Table of Cont ents

As of July 31, 2026, 8 million shares of Class A common stock were available for issuance under the A&R 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.

The Stock Plans provide for the issuance of RSUs and PSUs to employees and non-employees.

RSUs generally vest over four years .

Activity during the three months ended April 30, 2026, was as follows (in thousands, except per share data):

Activity during the six months ended July 31, 2026, was as follows (in thousands, except per share data):

Number of Shares Weighted-Average Grant Date Fair Value

5 unchanged sentences

( 3,615 ) 203.67

Outstanding balance as of April 30, 2026 12,224 214.37

(1) Includes approximately 21 thousand PSUs granted to executives in April 2026.

Outstanding balance as of July 31, 2026

22,315 168.39

(1) Includes approximately 73 thousand PSUs granted to executives.

The PSUs are subject to vesting based on the achievement of annual performance-based conditions determined at the beginning of each fiscal year.

The PSUs will vest at the end of the two -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.

The PSUs will vest at the end of a two or 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 and PSUs.

As of April 30, 2026, there was a total of $ 2.3 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 .

As of July 31, 2026, 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 .

Market-Based Restricted Stock Units

7 unchanged sentences

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

As of April 30, 2026, there was a total of $ 55 million in unrecognized compensation cost related to the PVU Award, which is expected to be recognized over approximately five years .

As of July 31, 2026, there was a total of $ 48 million in unrecognized compensation cost related to the PVU Award, which is expected to be recognized over approximately five years .

Contract Balances and Performance Obligations

1 unchanged sentence

Contract assets and unearned revenue balances were as follows (in millions):

Condensed Consolidated Balance Sheets Location

April 30, 2026 January 31, 2026

Condensed Consolidated Balance Sheets Location July 31, 2026 January 31, 2026

Contract assets:

11 unchanged sentences

$ 4,459 $ 5,081

(1) Included in this balance are amounts related to professional services that are subject to cancellation and pro-rated refund rights of $ 75 million and $ 89 million as of April 30, 2026, and January 31, 2026, respectively.

Table of Cont ents

Revenues of $ 2.0 billion and $ 1.7 billion were recognized during the three months ended April 30, 2026, and 2025, respectively, that were included in the unearned revenue balances as of January 31, 2026, and 2025, respectively.

(1) Included in this balance are amounts related to professional services that are subject to cancellation and pro-rated refund rights of $ 75 million and $ 89 million as of July 31, 2026, and January 31, 2026, respectively.

Revenues of $ 1.9 billion and $ 1.7 billion were recognized during the three months ended July 31, 2026, and 2025, respectively, that were included in the unearned revenue balances as of April 30, 2026, and 2025, respectively.

Revenues of $ 3.4 billion and $ 3.1 billion were recognized during the six months ended July 31, 2026, and 2025, respectively, that were included in the unearned revenue balances as of January 31, 2026, and 2025, respectively.

Transaction Price Allocated to the Remaining Performance Obligations

As of April 30, 2026, approximately $ 27.3 billion of revenues are expected to be recognized from remaining performance obligations for subscription contracts.

As of July 31, 2026, approximately $ 27.4 billion of revenues are expected to be recognized from remaining performance obligations for subscription contracts.

We expect to recognize revenues on approximately $ 9.0 billion and $ 16.0 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, 2026, were not material.

Revenues from remaining performance obligations for professional services contracts as of July 31, 2026, 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,

2026 2025 2026 2025

Interest income $ 40 $ 88 $ 92 $ 180

1 unchanged sentence

( 28 ) ( 29 ) ( 53 ) ( 57 )

Other 2 ( 3 ) ( 8 ) ( 3 )

Total other income, net

$ 14 $ 56 $ 31 $ 120

(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, net of amounts capitalized.

For further information, see Note 10, 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 .

We reported an income tax provision of $ 133 million and $ 35 million for the three months ended April 30, 2026, and 2025, respectively.

The income tax provision for the three months ended April 30, 2026, was primarily attributable to earnings in the U.S.

and profitable foreign jurisdictions, and incremental tax expense from share-based compensation awards where the tax deduction realized was lower than the compensation expense recognized.

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 benefit of $ 172 million and an income tax provision of $ 111 million for the six months ended July 31, 2026, and 2025, respectively.

The income tax benefit for the six months ended July 31, 2026, was primarily attributable to an intra-entity transfer of certain intellectual property rights as part of an internal legal entity restructuring.

In connection with the transaction, we recognized $ 374 million of deferred tax assets related to deductible temporary differences associated with certain tax attributes transferred at carryover basis.

This benefit was partially offset by income tax expense primarily attributable to earnings in the U.S.

and profitable foreign jurisdictions.

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.

We are subject to income tax audits in the U.S.

4 unchanged sentences

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

As of April 30, 2026, we continue to maintain valuation allowances related to tax credits in certain state jurisdictions and net operating loss in certain foreign jurisdictions.

As of July 31, 2026, we continue to maintain valuation allowances related to tax credits in certain state jurisdictions and net operating loss in certain foreign jurisdictions.

Given our current and anticipated future earnings in a certain foreign jurisdiction, there is a reasonable possibility that we may release a significant portion of the valuation allowance related to our deferred tax assets in that jurisdiction, although the timing of any such release is uncertain.

Any such release would decrease income tax expense in the period in which it is recorded.

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

5 unchanged sentences

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.

Table of Cont ents

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,

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

2026 2025 (1)

Net income per share, basic:

10 unchanged sentences

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 April 30,

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

2026 2025 2026 2025

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

11,366 227 12,514 214

Geographic Information

4 unchanged sentences

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,

2026 2025 2026 2025

$ 1,967 $ 1,764 $ 3,861 $ 3,445

Other countries 682 584 1,330 1,143

Total revenues $ 2,649 $ 2,348 $ 5,191 $ 4,588

Table of Cont ents

Long-Lived Assets

3 unchanged sentences

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

April 30, 2026 January 31, 2026

July 31, 2026 January 31, 2026

$ 1,010 $ 1,080

6 unchanged sentences

The plan resulted 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 were substantially completed in the first quarter of fiscal 2027.

The remaining liability was $ 5 million and $ 41 million as of April 30, 2026, and January 31, 2026, respectively.

The activities associated with this plan were substantially completed in the first quarter of fiscal 2027, with no material remaining liability as of July 31, 2026.

The remaining liability was $ 41 million as of January 31, 2026.

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.

During the three months ended April 30, 2026, we did not record any additional charges under this plan.

During the three and six months ended July 31, 2026, we did not record any material charges under this plan.

Fiscal 2026 Restructuring Plan

3 unchanged sentences

We incurred total charges of $ 233 million in connection with this plan, consisting 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.

During the three months ended April 30, 2025, we recorded charges of $ 166 million under this plan.

Table of Cont ents

During the three and six months ended July 31, 2025, we recorded charges under this plan of $ 1 million and $ 167 million, respectively.

Subsequent Event

In August 2026, our Board of Directors authorized a new share repurchase program under which we may purchase up to an additional $ 4.0 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, in accordance with applicable securities laws and other restrictions.

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.

This 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.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

13 unchanged sentences

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