WK 10-K & 10-Q changes, risk factors and insider trading

•Operations outside the United States expose us to risks inherent in internationalglobal sales.

•If we do not keep pace with technological changes, or if our AI offerings and investments are not successful, our solutions may become less competitive.

•Issues relating to the developmentdevelopment, deployment and use of AI, machine learning and other technological capabilities in our solutionssolutions, offerings and offeringsinternal operations may result in reputational harm, liability and adverse financial results.

•We are subject to U.S. and foreign data privacy and protection laws and regulations as well as contractual privacy obligations.obligations around the world.

•Some of our solutions utilize open source software, and any failure to comply with the terms of one or more of these open source licenseslicenses, or failures stemming from the open source software, could negatively affect our business.

We derive more than 40%35% of our total revenue from customers using our platform for SEC filings. We sell a variety of other solutions, including sustainability management, global statutorymulti-entity reporting, SOX, capital markets, enterprise risk management and audit management, but the introduction of new solutions beyond the SEC market may not be successful. Although non-SEC solutions generated more than 75%70% of new solution and new customer bookings in 2024,2025, it is uncertain whether they will achieve the level of market acceptance we have achieved in the SEC market. Any factor adversely affecting sales of our platform or solutions, including release cycles, market acceptance, competition, performance, information security, data protection or privacy concerns, reliability, reputation, regulatory developments, and political, economic and market conditions, could adversely affect our business and operating results.

We cannot assure you that our controls, systems and procedures will be adequate to support our future operations or that we will be able to manage our growth effectively. We also cannot assure you that we will be able to continue to expand our market presence in the U.S., Canada, Latin America, Europe, Asia Pacific region and other current markets or successfully establish our presence in other markets. Failure to effectively manage growth could result in difficulty or delays in deploying customers, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new features or other operational difficulties, and any of these difficulties could adversely impact our business performance and results of operations.

The market for our solutions depends in part on the requirements of the SEC, the Federal Reserve System, the Federal Deposit Insurance Corporation and other domestic and foreign regulatory bodies. Any legislation or rule making substantially affecting the frequency, content or method of delivery of documents to be filed with these regulatory bodies could have an adverse effect on our business. Uncertainty caused by political change in the U.S. and Western Europe heightens regulatory uncertainty in these areas. In particular, the outcome of recent and upcoming elections in the U.S. and other jurisdictions may lead to changes in regulations or de-regulation,deregulation, which could impact demand for our solutions. In addition, evolving market standards regarding sustainability compliance and reporting mayhave also impactimpacted the demand for our solutions.solutions and may continue to impact demand. New legislation, or a significant change in rules, regulations, directives, executive orders or standards, including as a result of legal challenges to proposed regulations, may pose challenges in responding quickly and effectively and could reduce demand for our products and services, increase expenses as we modify our products and services to comply with new requirements and retain relevancy, impose limitations on our operations, and increase compliance or litigation expense, each of which could have a material adverse effect on our business, financial condition and results of operations.

Various legislative bodies, regulators and administrative agencies around the world are putting into place regulatory disclosure requirements regarding climate change and sustainability reporting derived from standard frameworks. At the same time, U.S. regulators have increasingly expressed or pursued opposing views, legislation, and investment expectations with respect to sustainability initiatives, including through recent executive orders. A lack of harmonization of sustainability-related legal and regulatory environments across the jurisdictions in which we operate and failure to prepare for and meet evolving standards and expectations may create additional compliance risks and costs. Timing, and in particular, enforcement, of these disclosure requirements, including the level of third party assurance that will be required of companies, is uncertain. This uncertainty could affect the buying decisions of our prospects and customers, and therefore our revenue growth could be negatively impacted. In particular, the implementation by member statesadoption of the E.U.’sDetailed CorporateOmnibus SustainabilityDirective Reporting Directive, which establishes extensive sustainability-related disclosure requirements based onby the European SustainabilityParliament Reportingrevises Standards,scoping thresholds, removes the climate transition plan requirement, and implements targeted amendments across the CSRD. The adoption is stilllikely developingto result in substantive amendments to the CSRD. We believe that the revised thresholds have influenced the pace of customer adoption of our sustainability solutions. This regulatory simplification initiative and uncertain,further changes to the applicable CSRD directives could continue to affect customer demand and this lack of certainty could have a material adverse effect on our business, financial condition and results of operations.

We are subject to a variety of federal, state, local and global employment-related laws and regulations, including the Fair Labor Standards Act (“FLSA”) andwhich various federal and state laws governinggovern such matters as minimum wage requirements, overtime compensation and other working conditions, citizenship requirements, discrimination and family and medical leave. In recent years, a number of companies have been subject to lawsuits, including class action lawsuits, alleging violations of federal and state law regarding workplace and employment matters, overtime wage policies, discrimination and similar matters. A number of these lawsuits have resulted in the payment of substantial damages by the defendants. Similar lawsuits may be threatened or instituted against us from time to time, and we may incur substantial damages and expenses resulting from lawsuits of this type, which could have a material adverse effect on our business, financial condition or results of operations.

Operations outside the United States expose us to risks inherent in internationalglobal sales.

A key element of our growth strategy is to expand our internationalglobal operations and develop a worldwide customer base. A growing portion of our revenue is from customers headquartered outside the U.S.. Operating in internationalglobal markets requires significant resources and management attention and subjects us to regulatory, economic and political risks that are different from those in the U.S..U.S. Because of our limited experience with internationalglobal operations, our internationalglobal expansion efforts may not be successful in creating additional demand for our solutions outside of the U.S. or in effectively selling subscriptions to our solutions in all of the internationalglobal markets we enter. In addition, we face risks in doing business internationallyglobally that could adversely affect our business, including:

•increased management, travel, infrastructure, legal compliance and regulation costs associated with having multiple internationalglobal operations;

Some of our third-party business partners have internationalglobal operations and are also subject to these risks and if our third-party business partners are unable to appropriately manage these risks, our business may be harmed.

Although our financial results are reported in U.S. Dollars, a portion of our sales and operating costs are, and will continue to be, realized in other currencies, with the largest concentration of foreign sales occurring in Europe. We anticipate that over time, an increasing portion of our internationalglobal contracts may be denominated in local currencies. Therefore, fluctuations in the value of the U.S. Dollar and foreign currencies may impact our operating results when translated into U.S. Dollars. Such fluctuations have been, and may continue to be materially impacted by, increases in inflation, fluctuations in interest rates, and any global events, wars or conflicts, including the current Russia and Ukraine conflict and the conflict in the Middle East. We do not currently engage in currency hedging activities to limit the risk of exchange rate fluctuations. Significant long-term fluctuations in relative currency values, and in particular, an increase in the value of the U.S. Dollar against foreign currencies, has had and could continue to have an adverse effect on our operating results.

We provide certain professional services on a fixed-fee basis. When making proposals for fixed-fee engagements, we estimate the costs and timing for completing the engagements. We provide professional services on both SEC and non-SEC solutions, including our financial services, integrated risk, global statutorymulti-entity reporting and FERC reporting solutions. Professional services on non-SEC solutions usually involve a different mix of subscription, support and services than professional services on our SEC solution. Growth in professional services on non-SEC solutions may impact our gross margins in ways that we cannot predict. If we are required to spend more hours than planned to perform these services, our cost of services revenue could exceed the fees charged to our customers on certain engagements and could cause us to recognize a loss on a contract, which would adversely affect our operating results. In addition, if we are unable to provide these professional services, we may lose sales or incur customer dissatisfaction, and our business and operating results could be significantly harmed.

If we do not keep pace with technological changes, or if our AI offerings and investments are not successful, our solutions may become less competitive.

Our market is characterized by rapid technological change (such as the use of AI and ML), frequent product and service innovation and evolving industry standards. If we are unable to provide enhancements and new features for our existing solutions or new solutions that achieve market acceptance or thatand keep pace with these technological developments, our business could be adversely affected. For example, we focus on enhancing the features of our platform to improve its utility for larger customers with complex, dynamic and global operations. The success of enhancements, new features and solutions depends on several factors, including the timely completion, introduction and market acceptance of the enhancements orenhancements, new features or solutions. If we fail to introduce platform enhancements, or if our customers experience difficulties using our platform as a result of the transition or of the implementation of these enhancements, our revenue retention and revenue growth may be adversely affected. In addition, because our solutions are designed to operate on a variety of systems, we will need to continuously modify and enhance our solutions to keep pace with changes in internet-related hardware, software, communication, browser and database technologies. We may not be successful in either developing these modifications and enhancements or in bringing them to market in a timely fashion. Furthermore, as digital transformation accelerates across a customer’s enterprise, capabilities such as AI, ML, hyper automation, low-code/no-code application development, database scalability, consumer-grade user experiences, and collaboration become increasingly relevant to the customer’s evolving needs. The uncertainties about the timing and nature of new technologies, or modifications to existing platforms or technologies, could increase our research and development expenses. Any failure of our solutions to keep pace with technological changes or operate effectively with future network platforms and technologies could reduce the demand for our solutions, result in customer dissatisfaction and adversely affect our business.

Issues relating to the developmentdevelopment, deployment and use of AI, machine learning and other technological capabilities in our solutionssolutions, offerings and offeringsinternal operations may result in reputational harm, liability and adverse financial results.

We are subject to U.S. and foreign data privacy and protection laws and regulations as well as contractual privacy obligations.obligations around the world.

In addition, as we expand our operations internationally,globally, compliance with regulations that differ from jurisdiction to jurisdiction may also impose substantial burdens on our business. In particular, the European Union has implemented theUnion’s General Data Protection Regulation (“GDPR”). The GDPR includes more robust obligations on data processors and heavier documentation requirements for data protection compliance programs by companies that process personal data of residents of the E.U., and imposes significant penalties for non-compliance. Further, because our customers often use a Workiva account across multiple jurisdictions, E.U. regulators could determine that we transfer data from the E.U. to the U.S., which could subject us to E.U. laws with respect to data privacy. ThoseThe lawslegal frameworks governing these and regulationsother arecross-border uncertaindata transfers continue to evolve and remain subject to change.legal, Forregulatory example,and inpolitical July 2020, the Court of Justice of the E.U. issued a decision that invalidated the E.U.-U.S. Privacy Shield framework, a mechanism that companies had previously relied on to transfer personal information from the E.U. to the U.S., on the basis that such transfer mechanism does not comply with the level of protection required under the GDPR.developments. These changes to the legal bases for transferring data fromacross E.U. to the U.S.jurisdictions could affect the manner in which we provide our services or adversely affect our financial results.

We are also subject to the privacy and data protection-related obligations in our contracts with our customers and other third parties. We could be adversely affected by changes to these contracts in ways that are inconsistent with our practices or in conflict with the laws and regulations of the U.S., foreignand or internationalnon-U.S. regulatory authorities. We may also be contractually liable to indemnify and hold harmless our clientscustomers from the costs or consequences of inadvertent or unauthorized disclosure of data that we store or handle as part of providing our services. Finally, we are also subject to contractual obligations and other legal restrictions with respect to our collection and use of data, and we may be liable to third parties in the event we are deemed to have wrongfully used or gathered data.

Some of our solutions utilize open source software, and any failure to comply with the terms of one or more of these open source licenseslicenses, or failures stemming from the open source software, could negatively affect our business.

Furthermore, the stock markets recently have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies, and technology companies in particular. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes or internationalglobal currency fluctuations, may negatively impact the market price of our Class A common stock. In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could harm our business.

On August 1, 2024, we announced that on July 30, 2024, our board of directors authorized a share repurchase plan for up to $100.0 million of our outstanding Class A common stock (the “2024 Repurchase Plan”). On February 16, 2026, our board of directors modified the repurchase plan to authorize an additional $250 million of the Company’s outstanding Class A common stock for repurchase under the plan. The amount, frequency and execution of our share repurchases pursuant to the 2024 Repurchase Plan may fluctuate based on our operating results, cash flows, and priorities for the use of cash for other purposes. These other purposes include, but are not limited to, operational spending, capital spending, acquisitions, and repayment of debt. Other factors, including changes in tax laws, could also impact our share repurchases. Although our board of directors has authorized share repurchases of up to $100.0a millionspecified amount of our outstanding Class A common stock, the authorization does not obligate us to repurchase any common stock, and we may notbe ultimatelymodified, purchasesuspended or terminated at any common stock.time.

The following discussion and analysis of our financial condition and results of our operations should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Annual Report. In addition to historical consolidated financial information, this discussion contains forward-looking statements that involve risks and uncertainties. Investors should review the Special Note Regarding Forward-Looking Statements and Information herein. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to these differences include, but are not limited to, those identified below, and those discussed in “Section 1A. Risk Factors” included elsewhere in this Annual Report.

Workiva provides more than 6,300 organizations across the globe with SaaS platform solutions to help solve some of the most complex reporting and disclosure challenges. While our customers use our platform for more than 100 different use cases, across dozens of vertical industries, we organize our sales and marketing resources into three purpose-built solution groups (financial reporting, sustainability management, and governance, risk and compliance (“GRC”) focusing primarily on the office of the Chief Financial Officer (“CFO”), Chief Sustainability Officer (“CSO”), and Chief Audit Executive (“CAE”).

We operate our business on a multi-tenant SaaS model.platform accessible around the world. Customers enter into annual and multi-year subscription contracts to gain access to our platform. Our subscription fee includes the use of our software and technical support. Our subscription pricing is based primarily on a solution-based licensing model. Under this model, operating metrics related to a customer’s expected use of each solution determine the price. We charge customers additional fees primarily for document setup and XBRL tagging services.

We continue to invest for future growth and are focused on several key drivers, including focusing on multi-solution adoption by new and existing customers, further developing our partner program, accelerating internationalglobal expansion and our fit-for-purpose solutions. These growth drivers often require a more sophisticated go-to-market approach and, as a result, we may incur additional costs upfront to obtain new customers and expand our relationships with existing customers, including additional sales and marketing expenses.

Effects of Policy and Regulatory Uncertainty on Sales of Sustainability Solutions

In the U.S., volatility in the public markets has led to a decrease in the number of initial public offerings (“IPOs”) and special-purpose acquisition companies (“SPACs”) since fiscal 2022. New sales of our SEC and capital markets solutions were adversely affected by this decline in the IPO and SPAC markets. WeAlthough there has been an increase recently in the number of IPOs in 2025, we continue to expect reduced valuation multiples caused by higher interest rates, inflation, global trade conflicts and geopolitical instability to continue to create an uncertain impactimpacts on the number of IPOs in fiscal year 2025.2026. Whether and to what extent the IPO and SPAC markets will continue to moderate cannot be accurately predicted.

Pursue New Customers. We sell to organizations that manage large, complex processes with distributed teams of contributors and disparate sets of business data. We market our platform to professionals and executives in the areas of financial and non-financial reporting, including regulatory, multi-entity and performancemanagement reporting. In addition, we market to teams responsible for environmental,sustainability socialmanagement and governance reporting, and governance, risk and complianceGRC programs. We intend to continue to build our sales and marketing organization and leverage our brand equity to attract new customers.

Offer More Solutions. We intend to introduce new solutions to continue to meet growing demand for our platform. Our close and trusted relationships with our customers are a source for new use cases, features and solutions. We have a disciplined process for tracking, developing and releasing new solutions that are designed to have immediate, broad applicability;applicability, together with a strong value proposition; and a high return on investment for both Workiva and our customers. Our advance planning team assesses customer needs, conducts industry-based research and defines new markets. This vetting process involves our sales, product marketing, customer success, professional services, research and development, finance and senior management teams.

Expand Across Enterprises. Our success in delivering multiple solutions has created demand from customers for a broader-based, enterprise-wide Workiva platform. In response, we have been improving our technology and realigning sales and marketing to capitalize on our growing enterprise-wide opportunities. We believe this expansion will add seatsnew andusers, increase revenue and continue to support our high revenue retention rates. However, we expect that enterprise-wide deals will be larger and more complex, which tend to lengthen the sales cycle.

Investment in growth. We plan to continue to invest in the development of our platform, fit-for-purpose solutions and application marketplace to enhance our current offerings and build new features. In addition, we expect to continue to invest in our sales, marketing, professional services and customer success organizations to drive additional revenue and support the needs of our growing customer base and to take advantage of opportunities that we have identified in EMEAEurope, the Middle East and APAC.Africa ("EMEA") and Asia-Pacific ("APAC") regions.

Seasonality. OurSeasonality revenueaffects our revenue, expenses and cash flows from operations. Revenue from professional services hasis somegenerally degreehigher ofin seasonality.the Manyfirst quarter as many of our customers employ our professional services just before they file their Form 10-K, often10-K in the first calendar quarter. As of December 31, 2024,2025, the majority of our SEC customers reported their financials on a calendar-year basis. Our sales and marketing expense also has some degree of seasonality. Sales and marketing expense has historically been higher in the third quarter due to our annual user conference in September. In addition, our operating cash flow may be affected by the timing of the payments ofemployee cash bonusesbonus to employeespayments during the first and fourth calendar quarters mayand resultby the timing of payouts under our commission plans in somethe seasonalityfirst in operating cash flow.quarter.

Our gross retention rate was 97.2% as of December 31, 2025, down slightly from 97.4% as of December 31, 2024, down from 97.9% as of December 31, 2023.2024. We believe that our success in maintaining a high rate of retention is attributable primarily to our robust technology platform and strong customer service. Customers whose securities were deregistered due to merger or acquisition or financial distress accounted for just underover half of our revenue attrition in the latest quarter.

Our customer contracts typically range in length from twelve12 to 36 months. We typically invoice our customers for subscription fees annually in advance. For contracts with a two or three year term, customers sometimes elect to pay the entire multi-year subscription term in advance. Our arrangements do not contain general rights of return.

Cost of revenue increased $17.8$18.4 million in 20242025 compared to 2023.2024. Subscription and support cost of revenue increased $19.5$17.9 million due primarily to $12.6$11.1 million in higher cash-based compensation and benefits costscosts, due in part to increased headcount, $3.0$2.3 million of additional stock-based compensation, a $0.6$3.3 million increase in travelthe expense,cost of licensed platform content, a $1.0 million increase in intangibles amortization, and a $1.5$0.7 million increase in software expense, partially offset by a $0.7 million decrease in travel expense. The increase in compensation was primarily driven by normal compensation increases for existing headcount and includes a benefit for our transition from a paid-time-off (“PTO”) model to a flexible-time-off (“FTO”) model which was announced in the second half of the year. The increases in compensationthe cost of licensed platform content and software expense resulted primarily from our continued investment in and support of our platform and solutions. The increase in travel expense was due to a general increase in travel driven by an increase in employee headcount. Amortization of acquired intangible assets for Sustain.Life was $1.1 million. Professional services cost of revenue decreasedincreased $1.7$0.4 million due primarily to $1.0 million of additional stock-based compensation, partially offset by a $1.8$0.4 million decrease in cash-based compensation and benefits costscosts. andThe a $0.6 million decreasechange in professionalcompensation servicewas fees,primarily driven by standard compensation increases for existing headcount partially offset by $0.7our millioncontinued transition of additional stock-based compensation as we continue to transition consulting and other services to our partners.

Research and development expenses increased $20.1$21.9 million in 20242025 compared to 20232024 due primarily to $13.9$14.8 million in higher cash-based compensation and benefits costs,and $2.6$7.8 million of additional stock-based compensation, andpartially offset by a $3.0$0.8 million increasedecrease in professionalthe servicecost fees.of Duringcloud 2024infrastructure we recognized an additional $1.0 million in cash-based and stock-based compensation pursuant to certain severance obligations.services. The remaining increase in compensation was primarily duedriven toby a modest increase in employee headcount.headcount, Thean increasesexecutive transition and a benefit for our transition from a PTO model to an FTO model which was announced in professionalthe servicesecond fees resulted primarily from our continued investment in and supporthalf of ourthe platform and solutions.year.

Sales and marketing expenses increased $60.2$61.6 million in 20242025 compared to 20232024 due primarily to $36.0$49.2 million in higher cash-based compensation and benefitsbenefits, costs, $7.6$6.7 million of additional stock-based compensation, a $4.9$1.5 million increase in travelmarketing expense,and advertising, a $5.5$2.6 million increase in professional service fees, and a $5.4$1.3 million increase in marketinginternal event costs, and advertising.a During 2024 we recognized an additional $2.2$1.2 million in cash-basedsoftware expense. The increases in compensation and stock-basedinternal compensationevent pursuant to certain severance obligations. The remaining increase in compensation, as well as the increase in software expense and travel,costs were primarily due to an increase in employee headcount as we continue to invest in our go-to-market activities.activities, as well as an executive transition and a benefit for our transition from a PTO model to an FTO model which was announced in the second half of the year. The increases in marketing and advertising, professional service feesfees, and marketingsoftware and advertisingexpense were the result of our continued investment in and support of our platform and solutions.

Interest income increaseddecreased $13.5$5.2 million in 20242025 compared to 20232024 due primarily to an increase in our investment balance, facilitated by the issuance of our 2028 convertible notes (the "2028 Notes"), coupled with higherlower interest rates. We recorded a $45.1 million loss on induced conversion from the partial repurchase of our 2026 Notes in the third quarter of 2023 which did not recur in 2024 and contributed primarily to the decrease in interestInterest expense remained relatively flat compared to the same period a year ago. Other income and (expense),expense, net increased $2.4$1.9 million in 20242025 compared to 20232024 due primarily to gainslosses on foreign currency transactions as well as losses on the sale of available-for-sale securities from 2023 which did not recur in 2024.transactions.

As of December 31, 2024,2025, our principal sources of liquidity were cash, cash equivalents, and marketable securities totaling $816.4$891.6 million, which were held for working capital purposes. We have financed our operations primarily through cash generated from operations and issuances of convertible debt. We have generated significant operating losses as reflected in our accumulated deficit andon our consolidated statementsbalance of cash flows.sheets. While we expect to continue tomay incur operating losses and may incur negative cash flows from operations in the future, we believe that current cash and cash equivalents and cash flows from operating activities will be sufficient to fund our operations for at least the next twelve months fromand the date of the issuance of the audited consolidated financial statements.beyond.

Cash provided by operating activities of $70.9$140.1 million for the year ended December 31, 20232025 consisted of a net loss of $127.5$26.2 million adjusted for non-cash charges of $105.0$130.6 million and net cash inflows of $48.2$35.6 million from changes in operating assets and liabilities. The adjustments for non-cash charges included a $45.1 million loss on induced conversion from the partial repurchase of our 2026 Notes. The change in operating assets and liabilities was driven by an increase in deferred revenue which was primarily due to customer growth. The increases in accounts receivable, other receivables and accrued expenses and other liabilities, and prepaid expenses and other assets were attributable primarily to the timing of our billings, cash collections,billings and cashgrowth payments.in our customer base.

Cash providedused byin financing activities of $6.7$74.9 million for the year ended December 31, 20242025 consisted of $13.8$71.6 million in repurchases of our Class A common stock under the 2024 Repurchase Plan and $22.7 million in taxes paid related to net share settlements of stock-based compensation awards partially offset by $13.7 million in proceeds from shares issued in connection with our Employee Stock Purchase Plan (“ESPP”) and $4.9$6.2 million in proceeds from option exercises partially offset by $11.5 million in taxes paid related to net share settlements of stock-based compensation awards.exercises.

Cash provided by financing activities of $301.3$6.7 million for the year ended December 31, 20232024 consisted of $691.1 million in proceeds from the issuance of the 2028 Notes, net of issuance costs, $12.5$13.8 million in proceeds from shares issued in connection with our ESPP,ESPP and $4.5$4.9 million in proceeds from option exercises partially offset by $396.9 million paid for the partial repurchase of our 2026 Notes and $9.5$11.5 million in taxes paid related to net share settlements of stock-based compensation awards.

We recognize subscription and support revenue on a ratable basis over the contract term beginning on the date that our service is made available to the customer. Our subscription contracts are generally twelve12 to 36 months in duration, are billed either annually or in advance and are non-cancelable. We consider the access to our platform and related support services in a customer contract to be a series of distinct services which comprise a single performance obligation because they are substantially the same and have the same pattern of transfer.

Some of our contracts with customers contain multiple performance obligations. For these contracts, we account for the individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. We determine the standalone selling prices based on our overall pricing objectives, taking into consideration market conditions and entity-specific factors, including the value of our arrangements, length of term, customer demographics and the numbers and types of users within our arrangements.

We account for acquisitions under Accounting Standards Codification 805, Business Combinations. In general, the acquisition method of accounting requires companies to record assets acquired and liabilities assumed at their respective fair market values at the date of acquisition. Determining the fair value of assets acquired and liabilities assumed requires significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, earnings before interest, tax, depreciation and amortization margins, and discount rates. We engage the assistance of third-party valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination. Any amount of the purchase price paid that is in excess of the estimated fair values of net assets acquired is recorded as goodwill in our consolidated balance sheets. Transaction costs, as well as costs to reorganize acquired companies, are expensed as incurred in our consolidated statement of operations. Although we believe that the judgments and estimates discussed herein are reasonable, actual results could differ, and we may be exposed to an impairment charge if we are unable to recover the value of the recorded net assets.

The Workiva platform powers trust, transparency, and accountability. Accounting, finance, sustainability, risk, and audit teams from more than 6,6006,700 organizations worldwide, including over 85% of FORTUNE® 1,000 companies, rely on Workiva for their mission-critical work. We transform how customers connect data, unify processes, and empower teams in a secure, audit-ready, AI-powered, collaborative platform.

We continue to invest in the development of our solutions, infrastructure and sales and marketing to drive long-term growth. Our full-time employee headcount expandedwas to 2,8802,887 at MarchJune 31,30, 20262026, a slight decrease from 2,8732,896 at MarchJune 31,30, 2025, an increase of 0.2%.2025.

We have achieved significant revenue growth in recent periods. Our revenue grew to $247.3$255.3 million and $502.6 million during the three and six months ended MarchJune 31,30, 2026 from $206.3$215.2 million and $421.5 million during the three and six months ended MarchJune 31,30, 2025. We generated net income of $19.0$13.4 million and $32.4 million during the three and six months ended MarchJune 31,30, 2026 compared to net losslosses of $21.4$19.4 million and $40.8 million during the three and six months ended MarchJune 31,30, 2025.

We continue to invest for future growth and are focused on several key drivers, including our connected AI-poweredaudit-ready platform, fit-for-purpose solutions, global expansion, and our partner ecosystem. These growth drivers often require a more sophisticated go-to-market approach and, as a result, we may incur additional costs upfront to obtain new customers and expand our relationships with existing customers, including additional sales and marketing expenses.

Sales of our sustainability management solutions have been, and may continue to be, materially impacted by domestic and global policy uncertainties. Shifts in regulatory priorities, market sentiment, and legal challenges to sustainability-related rules and regulations are affecting our market expansion opportunities in the U.S. and abroad. For example, on February 25, 2025, the European Commission unveiled the first “Omnibus” package to advance EU competitiveness and simplification of rules on sustainability. Among other measures, the package proposed streamlining key sustainability frameworks. On December 16, 2025, the European Parliament adopted theEU's Omnibus Directive, which isrevises part of the first Omnibus simplification package. The Council of the European Union formally adopted the resulting directive on February 24, 2026, and the Omnibus Directive was published in the Official Journal of the European Union on February 26, 2026, entering into force on March 18, 2026. The Omnibus Directive revisesCSRD scoping thresholds, removes the climate transition plan requirement, and implements other targeted amendments across the Corporate Sustainability Reporting Directive (“CSRD”). The adoption resulted in substantive amendments to the CSRD.CSRD, Weentered believeinto thatforce theon revisedMarch thresholds18, under2026. The status of implementing these amendments havevaries by EU Member States. This variability, together with a mandated EU scope-review process that could result in further recalibration of CSRD applicability in future years, has contributed to uncertainty among our customers regarding their compliance obligations and has influenced the pace of customer adoption of our sustainability solutions. The potential impact on our growth trajectory of these changes, and of global policy uncertainty generally, cannot be accurately predicted.

Ongoing regulatory initiatives, including proposed changes to SEC reporting requirements intended to reduce burdens on public companies and enhance the attractiveness of capital markets, such as a potential shift in reporting frequency, could affect the performance of certain of our businesses. These developments may have positive or negative impacts on our business, but the scope and timing of any effects remain uncertain. We continue to monitor regulatory developments and assess potential effects across our business. The full scope of these potential regulatory developments, and their implications for our financial performance, cannot be predicted accurately at this time.

Investment in growth. We plan to continue to invest in the development of our platform, fit-for-purpose solutions and application marketplace to enhance our current offerings and build new features. For example, we are transforming our platform to be agentic-first where agents will enable customers to accelerate reporting and compliance outcomes with the control and traceability of the Workiva platform. In addition, we expect to continue to invest in our sales, marketing, professional services and customer success organizations to drive additional revenue and support the needs of our growing customer base and to take advantage of opportunities that we have identified in Europe, the Middle East and Africa ("EMEA") and Asia-Pacific ("APAC") regions.

Total customers. We believe total number of customers is a key indicator of our financial success and future revenue potential. We define a customer as an entity with an active subscription contract as of the measurement date. We define a customer as a separate and distinct buying entity, such as a company, a government institution, or a distinct business unit of a large company that has an active subscription contract with us or one of our partners to access our platforms.platforms as of the measurement date. Companies with publicly-listed securities account for a majority of our customers. As customers acquired through our Sustain.Life acquisition in 2024 renew their contracts with Workiva, they are added to our customer count above.

Our gross retention rate was 97.3% as of MarchJune 31,30, 2026, relatively flat from MarchJune 31,30, 2025. We believe that our success in maintaining a high rate of revenue retention is attributable primarily to our robust technology platform and strong customer service. Customers whose securities were deregistered due to merger or acquisition or financial distress accounted for over half of our revenue attrition in the latest quarter.

Our net retention rate including add-ons was 112.4%110.5% as of the quarter ended MarchJune 31,30, 2026, updown from 110.1%113.7% as of MarchJune 31,30, 2025.

We generate revenue through the sale of subscriptions to our cloud-based software and the delivery of professional services. We serve a wide range of customers in many industries, and our revenue is not concentrated with any single customer or small group of customers. For the threesix months ended MarchJune 31,30, 2026 and 2025, no single customer represented more than 1% of our revenue, and our largest 10 customers accounted for less than 10% of our revenue in the aggregate.

Comparison of Three and Six Months Ended MarchJune 31,30, 2026 and 2025

Total revenue increased $41.0$40.1 million for the three months ended MarchJune 31,30, 2026 compared to the same quarter a year ago due to a $39.8$38.1 million increase in subscription and support revenue. Growth in subscription and support revenue in the firstsecond quarter was attributable mainly to strong demand and continued solution expansion across our customer base. Revenue from professional services increased $1.2$2.0 million for the three months ended MarchJune 31,30, 2026 compared to the same quarter a year ago primarily due to XBRL services. We continue to transition consulting and other services to our partners and expect the revenue growth rate from subscription and support to continue to outpace revenue growth from professional services on an annual basis.

Cost of revenue increased $0.2$0.5 million during the three months ended MarchJune 31,30, 2026 compared to the same quarter a year ago. Subscription and support cost of revenue increased $1.1$1.5 million due primarily to $0.2$0.6 million in higher cash-based compensation and benefits costs, $0.4$0.6 million of additional stock-based compensation, and a $0.4 million increase in the cost of licensed platform content.content, and a $0.4 million increase in the cost of cloud infrastructure services partially offset by a $0.5 million decrease in travel expense. The change in compensation was primarily driven by normal compensation increases for existing headcount and was partially offset by reduced expenses of $0.8$0.3 million recognized as a result of our transition from a paid-time-off (“PTO”) model to a flexible-time-off (“FTO”) model which was announced in the second half of 2025 and became effective in 2026 as well as a benefit of $0.4 million for a change in the timing of employer 401(k) match contributions in 2026. The increase in the cost of licensed platform content and cloud infrastructure services resulted primarily from our continued investment in and support of our platform and solutions. Professional services cost of revenue decreased $0.9$1.0 million due primarily to a $0.9$0.8 million decrease in cash-based compensation and benefits costs partiallyand offseta by $0.2$0.4 million ofdecrease additionalin stock-basedtravel compensation.expense. The change in compensation was primarily driven by our continued transition of consulting and other services to our partners and reduced expenses of $0.5$0.3 million recognized as a result of our transition from a PTO model to a FTO modelmodel, aspartially welloffset asby anormal benefitcompensation of $0.2 millionincreases for aexisting change in the timing of employer 401(k) match.headcount.

Research and development expenses decreasedincreased $0.9$2.7 million during the three months ended MarchJune 31,30, 2026 compared to the same quarter a year ago due primarily to a $0.3$0.4 million decreasein inhigher cash-based compensation and benefits costs, a $0.3$0.9 million decreaseincrease in travelprofessional service fees, a $0.9 million increase in software expense, and a $0.6 million decreaseincrease in internal event costs partially offset by $0.4 million of additional stock-based compensation and a $0.5 million increase in professional service fees.costs. The change in compensation was primarily driven by anormal modestcompensation increaseincreases infor employeeexisting headcount and was partially offset by reduced expenses of $2.0$0.7 million recognized as a result of our transition from a PTO model to a FTO model which was announced in the second half of 2025 and became effective in 2026 as well as a benefit of $0.6 million for a change in the timing of employer 401(k) match contributions in 2026. The decreaseincreases in travelprofessional service fees and software expense resulted primarily from our continued investment in and support of our platform and solutions. The increase in internal event costs relates to our annual research and development event which spanned the first and second quarters of 2025 but will bewas held in the second quarter of 2026. The increase in professional service fees resulted primarily from our continued investment in and support of our platform and solutions.

Sales and marketing expenses increased $2.8$5.0 million during the three months ended MarchJune 31,30, 2026 compared to the same quarter a year ago due primarily to $3.6$3.3 million in higher cash-based compensation and benefits costs, a $0.7$1.0 million increase in marketingtravel and advertising,expense, and a $0.5$1.3 million increase in professional service fees partially offset by a $1.3 million decrease in internal event costs and a $0.7 million decrease in travel expense.costs. The change in compensation was primarily due to an increase in employee headcount and our continued investment in our go-to-market activities and was partially offset by reduced expenses of $2.0$1.3 million recognized as a result of our transition from a PTO model to a FTO model which was announced in the second half of 2025 and became effective in 2026 and a benefit of $0.6 million for a change in the timing of employer 401(k) match contributions in 2026.

General and administrative expenses decreased $1.2$1.8 million during the three months ended MarchJune 31,30, 2026 compared to the same quarter a year ago due primarily to a $0.9$2.6 million decrease in internal event costs partially offset by $0.2 million in higher cash-based compensation and benefits costs and a $0.2$0.4 million decreaseof inadditional stock-based compensation. The change in compensation was primarily driven by normal compensation increases for existing headcount and was offset by reduced expenses of $0.9$0.5 million recognized as a result of our transition from a PTO model to a FTO model which was announced in the second half of 2025 and became effective in 20262026. asThe well as a benefit of $0.3 million for a changedecrease in theinternal timingevent ofcosts employeris 401(k)due matchto contributionsan internal event held in 2025 that did not recur in 2026.

During the three months ended MarchJune 31,30, 2026, interest income decreased $0.6 million compared to the same quarter a year ago primarily due to lower interest rates. Interest expense remained relatively flat compared to the same quarter a year ago. Other income, net increased $0.6$1.3 million compared to the same quarter a year ago due primarily to gains on foreign currency transactions.

As of MarchJune 31,30, 2026, our principal sources of liquidity were cash, cash equivalents and marketable securities totaling $863.4$815.2 million, which were held for working capital purposes. We have financed our operations primarily through cash generated from operations and issuances of convertible debt. We have generated significant operating losses as reflected in our accumulated deficit on our condensed consolidated balance sheets. While we may incur operating losses and negative cash flows from operations in the future, we believe that current cash and cash equivalents and cash flows from operating activities will be sufficient to fund our operations for at least the next twelve months.

In August 2023, we issued $702.0 million aggregate principal amount of our 1.250% 2028 Notes. Proceeds from the issuance of the 2028 Notes totaled $691.1 million, net of initial purchaser discounts and issuance costs. We used $396.9 million of the net proceeds from the 2028 Notes offering to repurchase $273.8 million principal amount, together with accrued and unpaid interest thereon, of our 1.125% 2026 Notes in separate and individually negotiated transactions with certain holders. As of MarchJune 31,30, 2026, we had outstanding debt relating to our 2026 Notes and 2028 Notes of $71.1$71.2 million and $696.8$697.4 million, with corresponding maturity dates of August 15, 2026 and August 15, 2028, respectively.

On August 1, 2024, we announced that on July 30, 2024, our board of directors authorized a share repurchase plan for up to $100.0 million of our outstanding Class A common stock (the “2024 Repurchase Plan”). On February 16, 2026, our board of directors modified the 2024 Repurchase Plan to authorize an additional $250 million of the Company’s outstanding Class A common stock for repurchase under the plan. The timing, manner, price and amount of any repurchases will be determined at the Company’s discretion, and the share repurchase program may be suspended, terminated or modified at any time for any reason. Shares may be repurchased through open market purchases in accordance with the requirements of Exchange Act Rule 10b-18, or privately negotiated transactions, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act. As of MarchJune 31,30, 2026, we have repurchased $121.6$244.2 million of our Class A common stock under the 2024 Repurchase Plan.

Our largest source of operating cash is cash collections from customers for subscription and support access to our platform. Our primary uses of cash from operating activities are for personnel-related expenditures, marketing activities, and costs offor software and cloud infrastructure services.

Cash provided by operating activities of $26.5$78.3 million for the three months ended MarchJune 31,30, 2026 consisted of net income of $19.0$13.4 million adjusted for non-cash charges of $30.2$32.5 million and net cash outflowsinflows of $22.8$32.4 million from changes in operating assets and liabilities. The decreaseincrease in deferred revenue was driven by thean deduction of bookings and timing of billingsincrease in the currentamounts invoiced during the period. The decrease in accounts receivable was driven by collections outpacing invoicing driven by the volume of invoicing in the prior period. The decreaseincrease in accrued expenses and other liabilities was due in part to timing of accruals and payments.

Cash usedprovided inby operating activities of $7.4$50.3 million for the three months ended MarchJune 31,30, 2025 consisted of a net loss of $21.4$19.4 million adjusted for non-cash charges of $29.6$30.3 million and net cash outflowsinflows of $15.6$39.4 million from changes in operating assets and liabilities. The decreaseincrease in accrued expenses and other liabilities was due in part to atiming reductionof inaccruals accruedand commissions as we experience higher bookings at year-end driving a reduction the following quarter.payments. The decreaseincrease in deferred revenue was driven by thean deduction of bookings and timing of billingsincrease in amounts invoiced during the current period.

Cash used in investing activities of $9.1$34.3 million for the three months ended MarchJune 31,30, 20252026 consisted of $103.0$123.3 million in purchases of marketable securities and $0.8$0.3 million in purchases of fixed assets partially offset by $94.6$89.4 million from the maturities of marketable securities. Our capital expenditures were associated primarily withconsisted of computer equipment in support of expanding our infrastructure and work force.

Cash used in financing activities of $45.0$124.5 million for the three months ended MarchJune 31,30, 20252026 consisted of $40.1$122.7 million in repurchases of our Class A common stock under the 2024 Repurchase Plan and $12.9$2.0 million in taxes paid related to net share settlements of stock-based compensation awards partially offset by $7.5 million in proceeds from shares issued in connection with our ESPP and $0.6$0.3 million in proceeds from option exercises.

During the threesix months ended MarchJune 31,30, 2026, there were no significant changes to our critical accounting policies and estimates as described in the financial statements contained in the Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 19, 2026.