Workday, Inc. Class A Common Stock

Tax and financial reporting · Tax compliance and changes in tax law

Unanticipated tax laws or any change in the application of existing tax laws to us or our customers and unanticipated changes in our effective tax rate may adversely impact our profitability and financial results. Changes to federal, state, local, or international tax laws on income, sales, use, indirect, or other tax laws have recently been enacted or are currently being considered.

Industry regulation · Regulatory compliance and changes

Unfavorable laws, regulations, interpretive positions, or standards governing new and evolving technologies that we incorporate into our products and services, including those involving AI uses, could result in significant cost and compliance challenges and adversely affect our business and operating results.

Legal and litigation · Intellectual property disputes

We may be sued by third parties for alleged infringement of their proprietary rights. From time to time, third parties may claim that our applications and underlying technology infringe or violate their intellectual property rights, even if we are unaware of the intellectual property rights that others may claim cover some or all of our technology or services.

Digital transformation and innovation · Integration and interoperability

Any failure of our applications to operate effectively with future network platforms and other third-party technologies, or changes in such technologies that degrade the functionality of our products or give preferential treatment to competitive services, could reduce the demand for our applications.

Cybersecurity and data protection · Data breaches and cyber attacks

If our information technology systems are compromised or unauthorized access to customer or user data is otherwise obtained, our applications may be perceived as not being secure, our operations may be disrupted, our applications may become unavailable, customers and end users may reduce the use of or stop using our applications, and we may incur significant liabilities.

Information management · Technology vendor dependence

If we are unable to successfully integrate our applications with a variety of third-party technologies, our business and operating results could be adversely affected. We depend on relationships with third-party technology and content providers and other key suppliers, and are also dependent on third parties for the license of certain software and development tools.

Technology infrastructure · Technology systems and infrastructure failure

If we do not accurately predict our infrastructure requirements or fail to adapt and scale, we may see an increase in service outages or delays, or significant increases in operating costs, which may adversely affect our business and operating results. We have experienced, and may in the future experience, defects, system disruptions, outages, and other performance problems, including the failure of our applications to perform properly.

Reputation and brand · Esg environmental social governance performance

Our brand and reputation are associated with our environmental sustainability commitments (including our science-based targets), strong corporate governance practices, inclusivity, and ethical use, and any perceived changes in our dedication to these commitments could impact our relationships with potential and current customers, employees, stockholders, and other stakeholders.

Reputation and brand · Corporate social responsibility

Our disclosures related to corporate responsibility and sustainability-related matters expose us to risks that could adversely affect our reputation and performance. The positions we take on corporate responsibility and sustainability-related matters, human capital management initiatives, and ethical issues from time to time may impact our brand, reputation, or ability to attract or retain customers.

Economic and market conditions · Economic recession and downturns

Global economic developments, including new or increased tariffs, geopolitical volatilities, downturns or recessions, political instability, and global health crises may negatively affect us or our ability to accurately forecast and plan our future business activity.

Natural and catastrophic events · Climate change and environmental impact

In the event of a major earthquake, hurricane, or other natural disaster, or a catastrophic event such as fire, power loss, telecommunications failure, or the effects of climate change (such as drought, flooding, heat waves, wildfires, increased storm severity, and sea level rise), we may be unable to continue our operations.

Geopolitical and trade · Trade policies tariffs and sanctions

Restrictive governmental actions focused on cross-border trade, such as import and export restrictions, duties, quotas, potential or imposed tariffs, trade disputes, and barriers or sanctions, as well as any retaliatory actions, that may prevent us from offering certain portions of our products or services to a particular market.

Innovation and product development · Intellectual property protection and infringement

Any failure to protect our intellectual property rights domestically and internationally could impair our ability to protect our proprietary technology and our brand. We rely on patent, copyright, trade secret and trademark laws, trade secret protection, and confidentiality or license agreements with our employees, customers, suppliers, partners, and others to protect our intellectual property rights.

Market position and competition · Disruptive competitors and new market entrants

We may also face greater competition from non-specialist solutions relying on generic large language models ('LLMs'), generative AI, and general-purpose agents to address a broad range of business needs. As the market evolves and as existing and new market participants introduce new types of technologies, such as generative and agentic AI, our ability to maintain market differentiation may affect our competitive position.

Customer and revenue · Customer concentration and key customer dependence

Our future success also depends, in part, on our ability to sell additional products to our current customers, and the success rate of such endeavors is difficult to predict, especially with regard to any new lines of business that we may introduce from time to time.

Strategic execution · Geographic expansion and market entry

Our international presence, continued expansion, and sales to customers outside the U.S. or with international operations expose us to risks inherent in global operations. The growth of our business and future prospects depends on our ability to further expand our operations and increase our sales outside of the U.S. as a percentage of our total revenues.

Market position and competition · Competitive pressure and market share loss

The markets for enterprise cloud applications, including AI-powered solutions, are highly competitive, with relatively low barriers to entry for some applications or services. Our primary competitors are Oracle and SAP, well-established providers of financial management and HCM applications, which have long-standing relationships with customers and partners.

Human capital and workforce · Talent acquisition and retention

Our success and future growth depend largely upon the continued services of our executive officers, other members of senior management, and other key employees. We have experienced, and we expect to continue to experience, significant competition in hiring and retaining employees with appropriate qualifications.

Project and contract management · Government contract dependency

We are subject to risks related to government contracts and related procurement regulations, which may adversely impact our business and operating results. Our contracts with federal, state, local, and foreign government entities are subject to various procurement regulations and other requirements relating to their formation, award, administration, and performance.

Capital structure and performance · Debt management and refinancing

Our current and future indebtedness may adversely affect our financial condition and operating results. In fiscal 2023, we issued $3.0 billion aggregate principal amount of senior notes. We may incur substantial additional debt in the future, some of which may be secured debt.