Published
# Workday, Inc. (WDAY): Recent Events Covers Form 8-K filings from February 2026 through October 2026 (fiscal 2027 began February 1, 2026; the second quarter ended July 31, 2026). ## Filings that contain financial statements - Form 8-K filed August 27, 2026, accession 0001327811-26-000042. Exhibit 99.1 holds condensed consolidated financial statements for the fiscal 2027 second quarter and six months ended July 31, 2026, with prior-year comparisons: balance sheet (as of July 31, 2026 and January 31, 2026), statements of operations, statements of cash flows, and GAAP to non-GAAP reconciliations. - Form 8-K filed May 21, 2026, accession 0001327811-26-000024. Exhibit 99.1 is the fiscal 2027 first quarter (ended April 30, 2026) results release with its accompanying financial tables. - Form 8-K filed February 24, 2026, accession 0001327811-26-000010. Exhibit 99.1 is the fiscal 2026 fourth quarter and full year (ended January 31, 2026) results release with its accompanying financial tables. ## Earnings and guidance - **August 27, 2026 (second quarter, accession 0001327811-26-000042).** Total revenues were $2.649 billion, up 12.8% year over year; subscription revenues were $2.471 billion, up 13.9%. GAAP operating income was $313 million (11.8% of revenues) against $248 million a year earlier; non-GAAP operating income was $824 million (31.1%). Diluted EPS was $2.57 versus $0.84, including a $1.52 per share tax benefit from an intra-entity transfer of intellectual property rights in an internal legal entity restructuring. Operating cash flow was $520 million (prior year $616 million) and free cash flow $460 million (prior year $588 million). The 12-month subscription revenue backlog was $9.034 billion, up 14.2%; total subscription revenue backlog was $27.403 billion, up 8.0%. Cash, cash equivalents and marketable securities were $3.403 billion. - **Guidance raised.** Full-year fiscal 2027 subscription revenue guidance is now $9.940 billion to $9.950 billion (growth of 13%), from $9.925 billion to $9.950 billion; non-GAAP operating margin guidance is 31.0%, up from 30.5%. Third-quarter guidance is subscription revenues of $2.515 billion (growth of 12%) and a 30.0% non-GAAP operating margin. - **May 21, 2026 (first quarter, accession 0001327811-26-000024).** Total revenues were $2.542 billion, up 13.5%; subscription revenues were $2.354 billion, up 14.3%. GAAP operating income was $338 million (13.3%); non-GAAP operating income was $809 million (31.8%). Diluted EPS was $0.87. The company reiterated full-year subscription revenue guidance of $9.925 billion to $9.950 billion and raised non-GAAP operating margin guidance to 30.5% (from approximately 30.0%). It repurchased about 12.0 million shares for $1.6 billion in the quarter. - **February 24, 2026 (fourth quarter and fiscal 2026, accession 0001327811-26-000010).** Fiscal 2026 total revenues were $9.552 billion, up 13.1%; subscription revenues were $8.833 billion, up 14.5%. Fourth-quarter revenues were $2.532 billion, up 14.5%. Fiscal 2026 GAAP operating income was $721 million, after $303 million of restructuring expenses; operating cash flow was $2.939 billion and free cash flow $2.777 billion. Initial fiscal 2027 guidance was subscription revenues of $9.925 billion to $9.950 billion (12% to 13% growth) and a non-GAAP operating margin of approximately 30.0%. The release states that the Paradox and Sana acquisitions closed in the third and fourth quarters of fiscal 2026, respectively. ## Capital actions - **Share repurchase authorization, August 27, 2026 (accession 0001327811-26-000042, Item 8.01).** The Board authorized the repurchase of up to an additional $4.0 billion of Class A common stock (the "August 2026 Share Repurchase Program"), with no expiration date. The second-quarter release says Workday repurchased about 9.8 million shares for $1.3 billion in the quarter. - **New revolving credit facility, October 1, 2026 (accession 0001104659-26-112898, Item 1.01).** Workday entered into a Credit Agreement with Wells Fargo Bank, National Association as administrative agent, providing a $1.5 billion revolving credit facility maturing October 1, 2031 (extendable for one year, up to two times). It replaces the prior $1.0 billion facility dated April 6, 2022. Loans bear interest at SOFR plus 0.875% to 1.500% (depending on the consolidated leverage ratio) or at a base rate, with undrawn commitment fees of 0.080% to 0.200%. A financial covenant caps the leverage ratio at 3.50 to 1.00, with a step-up to 4.50 to 1.00 for a period after a Qualified Acquisition. No revolving loans were outstanding as of October 1, 2026. ## Acquisition - **C1.ai (ConductorOne, Inc.), signed October 12, 2026; announced October 13, 2026 (accession 0001327811-26-000051, Item 8.01).** Workday entered into a definitive agreement to acquire all outstanding capital stock of C1.ai, an agentic identity platform. The deal is signed, not closed: the filing says it is subject to customary closing conditions, and the press release expects closing in the fourth quarter of fiscal 2027 (ending January 31, 2027). The filing does not disclose a purchase price. ## Restructuring - **September 29, 2026 (accession 0001327811-26-000048, Items 2.02 and 2.05).** Workday announced reorganizations that reduce the workforce by approximately 2.5%, primarily in the Product and Technology team, plus select leased office space reductions. It estimates total charges of $65 million to $80 million: $55 million to $70 million in the third quarter of fiscal 2027 and about $10 million in the fourth quarter. Cash expenditures for severance and related costs are expected to be $40 million to $55 million, with about $10 million of non-cash stock-based compensation and about $15 million of non-cash leased office space impairment. Employee actions are expected to be substantially complete by the first quarter of fiscal 2028. The company reiterated its third-quarter and full-year financial guidance from August 27, 2026 except GAAP operating margin: it now expects third-quarter GAAP operating margin to be approximately 20 to 21 percentage points below non-GAAP, and full-year GAAP operating margin approximately 19 percentage points below non-GAAP. The charges will be excluded from non-GAAP measures. - **February 4, 2026 (accession 0001327811-26-000004, Items 2.02, 2.05 and 2.06).** Reorganizations eliminating approximately 2% of the workforce, primarily non-revenue-generating roles in Global Customer Operations. Estimated charges were approximately $135 million, recognized in the fourth quarter of fiscal 2026: about $40 million of cash severance and related costs, about $15 million of non-cash stock-based compensation, and about $80 million of non-cash impairment of office space and long-lived assets. Actions were expected to be substantially complete by the first quarter of fiscal 2027. ## Management and governance - **CEO change, February 6, 2026 (8-K filed February 9, 2026, accession 0001327811-26-000007).** The Board appointed co-founder and Executive Chair Aneel Bhusri as Chief Executive Officer, effective February 6, 2026. Carl Eschenbach ceased to be CEO and resigned from the Board, and continues as strategic advisor to the CEO. Mr. Bhusri remains Chair. Mr. Bhusri's base salary is $1,250,000 with a target bonus of up to 200% of salary. Mr. Eschenbach's separation agreement provides a lump sum of $3,601,355 and accelerated vesting of equity awards. The accompanying release said fourth-quarter and full-year fiscal 2026 results were expected to be in line with guidance, except GAAP operating margin, which had been lowered in the February 4, 2026 Form 8-K. - **CEO equity awards, March 5, 2026 (accession 0001327811-26-000016).** Mr. Bhusri was granted a time-based RSU award for 437,602 shares (four-year vesting) and a performance-based RSU award for 547,003 shares, vesting in four tranches on stock price targets over a five-year performance period. He is not eligible for additional equity awards until fiscal 2028. - **Executive severance policy, April 20, 2026 (8-K filed April 24, 2026, accession 0001327811-26-000019).** The Board amended the Executive Severance and Change in Control Policy for non-change-in-control qualifying terminations: the equity acceleration exclusion window shortens from 12 months to three months before termination, and the bonus-related lump sum payment is recalculated. - **Annual meeting, June 16, 2026 (accession 0001327811-26-000031, Item 5.07).** Stockholders elected four Class II directors (Wayne A.I. Frederick, Mark J. Hawkins, Rhonda J. Morris and George J. Still, Jr.), ratified Ernst & Young LLP for the year ending January 31, 2027, approved executive compensation on an advisory basis, and approved increases in shares reserved under the 2022 Equity Incentive Plan and the 2012 Employee Stock Purchase Plan. Two stockholder proposals (employee retention disclosure and voting-results disclosure by share class) were also on the ballot.