WORKIVA INC

Short-Term Incentive Plan

On February 15, 2024, the Compensation Committee of our Board of Directors approved the 2024 Short-Term Incentive Plan applicable to our executive officers for the fiscal year ending December 31, 2024. The Plan provides our executive officers with the opportunity to earn cash bonuses based upon the achievement of pre-established performance metrics determined by the Committee, which may include one or more of revenue growth, operating cash flow, or operating loss excluding stock compensation and amortization of acquisition related intangible assets. The Committee sets the target award for each participating executive as a percentage of base salary. Following the end of fiscal 2024, the Committee will review our attainment of the metrics and determine actual payouts, subject to upward or downward adjustment in its discretion.

Director and Officer Trading Arrangements

During the three months ended December 31, 2023, no director or officer of the Company adopted, modified orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

The Company is reporting the following information in lieu of reporting on a Current Report on Form 8-K:

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Employment Agreement for Chief Financial Officer

On February 19, 2024 (the “Effective Date”), the Company entered into a new employment agreement (the “Agreement”) with Jill E. Klindt that will govern the terms of her continued employment as Executive Vice President, Chief Financial Officer and Treasurer of the Company, commencing on the Effective Date. Pursuant to the Agreement, Ms. Klindt will receive an annual base salary at $412,000 in 2024. Ms. Klindt will also receive a target bonus opportunity of 75% for 2024.

The Agreement also contains restrictions on non-competition and non-solicitation for the 12-month period following termination. In addition, the Agreement provides that certain payments and benefits would be due upon a termination of employment, including accrued but unpaid salary and benefits and any earned but unpaid bonus from the prior year. In addition, if the employment of Ms. Klindt is terminated due to her death or disability, we will pay to her a pro-rated bonus for the current year and a lump-sum payment equal to her annual base salary plus her target bonus for the current year, and the vesting of Ms. Klindt’s outstanding equity awards will be accelerated. If the employment of Ms. Klindt is terminated by us without cause or by her for good reason, we will pay to her a pro-rated bonus for the current year and a severance payment equal to two times her annual base salary plus her target bonus for the current year. If the employment of Ms. Klindt is terminated by us without cause or by her for good reason in the three months prior to or two years following a change in control, we will pay to her a target bonus for the year in which the termination occurs (or if greater, the year in which the change in control occurs) and a severance payment equal to three times her annual base salary plus her target bonus for the current year. In addition, in the event of a termination without cause or for good reason, the vesting of her outstanding equity awards will be accelerated, and she will be released from her non-competition and non-solicitation restrictions. Under the Agreement, a change in control would not, by itself, be deemed “good reason” or result in the accelerated vesting of outstanding equity awards except as set forth in the applicable award agreement.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the form of the Agreement filed as Exhibit 10.22 to this Annual Report.