WORKIVA INC

1. Organization and Significant Accounting Policies

Organization

Workiva Inc., a Delaware corporation, and its wholly-owned subsidiaries (the “Company” or “we” or “us”), is a leading, audit-ready platform for trust, transparency, and accountability. Accounting, finance, sustainability, risk, and audit teams worldwide rely on Workiva for their mission-critical work. We transform how customers connect data, unify processes, and empower teams in a secure, audit-ready, collaborative platform.

Basis of Presentation and Principles of Consolidation

The financial information presented in the accompanying unaudited condensed consolidated financial statements has been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and in accordance with rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The condensed consolidated balance sheet data as of December 31, 2025 was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting primarily of normal recurring accruals, necessary for a fair presentation of our financial position and results of operations. The operating results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results expected for the full year ending December 31, 2026.

Seasonality affects our revenue and cash flows from operations. Revenue from professional services is generally higher in the first quarter of our calendar year as many of our customers file their Annual Report on Form 10-K in the first calendar quarter. Our operating cash flow may be affected by the timing of employee cash bonus payments during the first and fourth calendar quarters and by the timing of payouts under our commission plans in the first quarter. The condensed consolidated financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in this report and the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 19, 2026.

The unaudited condensed consolidated financial statements include the accounts of Workiva Inc. and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. We base our estimates on historical experience and various other assumptions believed to be reasonable under the circumstances. These estimates include, but are not limited to, the allowance for credit losses, the determination of the relative selling prices of our services, the measurement of material rights, health insurance claims incurred but not yet reported, valuation of available-for-sale marketable securities, useful lives of deferred contract costs, intangible assets and property and equipment, goodwill, income taxes, discount rates used in the valuation of right-of-use assets and lease liabilities, and certain assumptions used in the valuation of equity awards. Actual results may differ materially from these estimates.

Recently Adopted Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-04, Induced Conversions of Convertible Debt Instruments, which amends the guidance in ASC 470-20 for induced conversions of convertible debt instruments. The update clarifies the accounting treatment for debt conversion wherein inducement offers are made, regardless of whether the settlement is in equity, cash, or a combination of both. Previously, induced conversions were limited to equity settlements. The amendments in this update are effective for annual reporting periods beginning after December 15, 2025. We adopted this standard for the annual period beginning on January 1, 2026. The adoption did not have a material impact on our consolidated financial statements and related disclosures.

New Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), requiring public business entities (PBEs) to provide disaggregated disclosures of relevant income statement expenses. The amendments aim to improve financial reporting by enhancing transparency in the notes to financial statements, specifically regarding expense categories. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. We are assessing the effect of this update on our consolidated financial statements and related disclosures.

2. Supplemental Consolidated Balance Sheet Information

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

3. Cash Equivalents and Marketable Securities

As of September 30, 2026, cash equivalents and marketable securities consisted of the following (in thousands):

As of December 31, 2025, cash equivalents and marketable securities consisted of the following (in thousands):

The contractual maturities of the investments classified as marketable securities are as follows (in thousands):

The following table presents gross unrealized losses and fair values for those cash equivalents and marketable securities that were in an unrealized loss position as of September 30, 2026, aggregated by investment category and the length of time that individual securities have been in a continuous loss position (in thousands):

We do not believe the unrealized losses represent credit losses based on our evaluation of available evidence as of September 30, 2026, which includes an assessment of whether it is more likely than not we will be required to sell the investment before recovery of the investment's amortized cost basis.

4. Fair Value Measurements

We determine the fair values of our financial instruments based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value assumes that the transaction to sell the asset or transfer the liability occurs in the principal or most advantageous market for the asset or liability and establishes that the fair value of an asset or liability shall be determined based on the assumptions that market participants would use in pricing the asset or liability. The classification of a financial asset or liability within the hierarchy is based upon the lowest level input that is significant to the fair value measurement. The fair value hierarchy prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 - Inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

Level 3 - Inputs are unobservable inputs based on our assumptions.

Financial Assets

Cash equivalents primarily consist of AAA-rated money market funds with overnight liquidity and no stated maturities. We classified cash equivalents as Level 1 due to the short-term nature of these instruments and measured the fair value based on quoted prices in active markets for identical assets.

When available, our marketable securities are valued using quoted prices for identical instruments in active markets. If we are unable to value our marketable securities using quoted prices for identical instruments in active markets, we value our investments using broker reports that utilize quoted market prices for comparable instruments. We validate, on a sample basis, the derived prices provided by the brokers by comparing their assessment of the fair values of our investments against the fair values of the portfolio balances of another third-party professional pricing service. As of September 30, 2026, all of our marketable securities were valued using quoted prices for comparable instruments in active markets and are classified as Level 2.

Based on our valuation of our money market funds and marketable securities, we concluded that they are classified in either Level 1 or Level 2, and we have no financial assets measured using Level 3 inputs on a recurring basis. The following table presents information about our assets that are measured at fair value on a recurring basis using the above input categories (in thousands):

Convertible Senior Notes

As of September 30, 2026, the fair value of our 1.250% convertible senior notes due in 2028 was $670.3 million. The fair value was determined based on the quoted price of the convertible senior notes in an over-the-counter market on the last trading day of the reporting period and has been classified as Level 2 in the fair value hierarchy. See Note 5 to the condensed consolidated financial statements for more information.

5. Convertible Senior Notes

The following table presents details of our convertible senior notes, which are further discussed below (original principal in thousands):

In August 2019, we issued $345.0 million aggregate principal amount of 1.125% convertible senior notes due 2026 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (“Securities Act”), including the exercise in full by the initial purchasers of their option to purchase an additional $45.0 million principal amount (the "2026 Notes”). The 2026 Notes bore interest at a fixed rate of 1.125% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2020. Proceeds from the issuance of the 2026 Notes totaled $335.9 million, net of initial purchaser discounts and issuance costs.

On August 15, 2026, the 2026 Notes matured in accordance with their terms. Upon maturity, we paid $71.2 million in cash to settle the full remaining aggregate principal amount outstanding of the 2026 Notes, plus final accrued interest, using cash, cash equivalents, and marketable securities. Prior to maturity, all remaining unamortized debt issuance costs were fully amortized to interest expense. As of September 30, 2026, no principal amount remained outstanding under the 2026 Notes.

In August 2023, we issued $702.0 million aggregate principal amount of 1.250% convertible senior notes due 2028 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act, including the partial exercise of $77 million principal amount by the initial purchasers of their option to purchase up to an additional $100 million principal amount (the "2028 Notes”). The 2028 Notes bear interest at a fixed rate of 1.250% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2024. Proceeds from the issuance of the 2028 Notes totaled $691.1 million, net of initial purchaser discounts and issuance costs.

The 2026 Notes and the 2028 Notes are together referred to as the "Notes".

The Notes were issued pursuant to an indenture and are senior, unsecured obligations of the Company. The 2028 Notes will rank equally with all of our existing and future senior unsecured indebtedness.

Holders of the 2028 Notes may convert all or a portion of their notes prior to the close of business on their Free Convertibility Date, in multiples of $1,000 principal amount, only under the following circumstances:

•during any calendar quarter commencing after the calendar quarter in which the 2028 Notes were issued (and only during such calendar quarter), if the last reported sale price of our Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

•during thefive consecutive business day period immediately following any 10 consecutive trading day period (the “measurement period”) in which the trading price (as defined below) per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our Class A common stock and the conversion rate on each such trading day;

•if we call any or all of the notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or

•upon the occurrence of certain specified corporate events as set forth in the indenture.

On or after the relevant Free Convertibility Date, holders of the 2028 Notes may convert their notes at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.

Upon conversion, we will pay or deliver, as the case may be, cash, shares of our Class A common stock or a combination of cash and shares of our Class A common stock, at our election, in the manner and subject to the terms and conditions provided in the indenture.

We may redeem for cash all or any portion of the 2028 Notes, at our option, on or after the respective Redemption Date, if the last reported sale price of our Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the respective Redemption Date.

During the third quarter of 2026 none of the conversion conditions related to our 2028 Notes were met and therefore the 2028 Notes are not convertible at the option of the holders. As a result, the 2028 Notes were classified as non-current liabilities on the condensed consolidated balance sheets as of September 30, 2026.

Interest expense representing the amortization of issuance costs as well as contractual interest expense is amortized to interest expense at an effective interest rate of 1.5% and 1.6% over the term of the 2026 Notes and 2028 Notes, respectively.

As of September 30, 2026, the remaining life of the 2028 Notes was approximately 1.9 years.

The net carrying amount of the Notes was as follows (in thousands):

Interest expense related to the Notes was as follows (in thousands):

6. Commitments and Contingencies

Litigation

From time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We evaluate the development of legal matters on a regular basis and accrue a liability when we believe a loss is probable and the amount can be reasonably estimated. Although the results of litigation and claims cannot be predicted with certainty, we currently believe that the final outcome of any currently pending legal proceedings to which we are a party will not have a material adverse effect on our business, operating results, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

7. Stock-Based Compensation

We grant stock-based incentive awards to attract, motivate and retain qualified employees, non-employee directors and consultants, and to align their financial interests with those of our stockholders. We utilize stock-based compensation in the form of restricted stock units, performance restricted stock units, options to purchase Class A common stock and Employee Stock Purchase Plan ("ESPP") purchase rights. In December 2014, our board of directors adopted and our stockholders approved the 2014 Equity Incentive Plan (the "Plan"). On May 28, 2026, stockholders approved an amendment to the Plan that increased the number of shares available for grant by 3,900,000. As of September 30, 2026,5,665,057 shares of Class A common stock were available for grant under the Plan.

Stock-Based Compensation Expense

Stock-based compensation expense was recorded in the following cost and expense categories consistent with the respective employee or service provider’s related cash compensation (in thousands):

Stock Options

The following table summarizes the option activity under the Plan for the nine months ended September 30, 2026:

Restricted Stock Units and Performance Restricted Stock Units

The following table summarizes the restricted stock unit and performance restricted stock unit activity under the Plan for the nine months ended September 30, 2026:

(1) During the nine months ended September 30, 2026, in accordance with our Nonqualified Deferred Compensation Plan, recipients of 3,218 shares elected to defer settlement of their vested restricted stock units and 123,003 shares were released from deferral.

Employee Stock Purchase Plan

During the nine months ended September 30, 2026,277,225 shares of common stock were purchased under the ESPP at a weighted-average price of $51.58 per share, resulting in cash proceeds of $14.3 million.

Compensation expense associated with ESPP purchase rights is recognized on a straight-line basis over the vesting period. As of September 30, 2026, there was approximately $1.6 million of total unrecognized compensation expense related to the ESPP, which is expected to be recognized over a weighted-average period of 0.3 years.

8. Revenue Recognition

Deferred Revenue

We recognized $217.3 million and $186.2 million of revenue during the three months ended September 30, 2026 and 2025, respectively, that was included in the deferred revenue balances at the beginning of the respective periods. We recognized $477.8 million and $402.4 million of revenue during the nine months ended September 30, 2026 and 2025, respectively, that was included in the deferred revenue balances at the beginning of the respective periods.

Transaction Price Allocated to the Remaining Performance Obligations

As of September 30, 2026, we expect revenue of approximately $1,514.5 million to be recognized from remaining performance obligations for subscription contracts. We expect to recognize approximately $818.4 million of these remaining performance obligations over the next 12 months with the balance substantially recognized in the 24 months thereafter.

9. Intangible Assets and Goodwill

The following table presents the components of net intangible assets (in thousands):

In the first quarter of the subsequent annual period in which an intangible asset becomes fully amortized, the gross carrying amount and accumulated amortization are removed from the preceding table.

Amortization expense related to intangible assets was $1.6 million and $1.7 million for the three months ended September 30, 2026 and 2025, respectively, and $4.8 million and $5.6 million for the nine months ended September 30, 2026 and 2025, respectively.

As of September 30, 2026, expected remaining amortization expense of intangible assets by fiscal year is as follows (in thousands):

The changes in the carrying amount of goodwill were as follows (in thousands):

Asset Acquisition

On March 9, 2026, we acquired a company with deep expertise in data automation. The acquisition was not material to the consolidated financial statements.

10. Net Income (Loss) Per Share

Net income (loss) per share is allocated based on the contractual participation rights of the Class A common stock and Class B common stock as if the income (loss) for the year has been distributed. As the liquidation and dividend rights are identical, net income (loss) is allocated on a proportionate basis.

A reconciliation of the denominator used in the calculation of basic and diluted income (loss) per share is as follows (in thousands, except share and per share data):

The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net income (loss) per common share were as follows:

11. Segment and Geographic Information

We operate asone operating and reportable segment. Our Chief Operating Decision Maker ("CODM") is our Chief Executive Officer. Our CODM reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Our CODM assesses performance and allocates resources based on net income (loss), as reported on our condensed consolidated statements of operations. Net income (loss) is used to evaluate the profitability of the business and to allocate resources, based on a consideration of both our operating performance as well as the impact of interest and income taxes, including employees, property, and financial or capital resources, predominantly in the annual budget and forecasting process.

The significant expense categories regularly reviewed by our CODM include cost of revenue, research and development, sales and marketing, general and administrative, interest income and expenses, and income tax expense, which are the same as the expense categories reported on our condensed consolidated statements of operations. As net income (loss) is the measure of segment profit or loss used by our CODM, and the disclosed significant expense categories reflect all expense line items presented on our consolidated statements of operations, there are no other segment items to disclose under ASC 280-10-50-29(f).

Revenue by geography is generally based on the country of the customer as specified in our subscription order. Revenue by geographical region consisted of the following (in thousands):

No country other than the United States represented more than 10% of total revenue during the periods presented.

Our long-lived assets, which primarily consist of property and equipment and operating lease right-of-use assets, are attributed to a country based on the physical location of the assets. Aggregate long-lived assets by geographical region consisted of the following (in thousands):

12. Provision for Income Taxes

For the three months ended September 30, 2026 and 2025, we recorded a provision for income taxes of $3.2 million on pretax income of $22.3 million and a benefit of $0.6 million on pretax income of $2.2 million, respectively. The effective tax rate for the three months ended September 30, 2026 and 2025 was approximately 14.3% and (29.0)%, respectively. For the nine months ended September 30, 2026 and 2025, we recorded a provision for income taxes of $8.1 million on pretax income of $59.7 million and $3.0 million on pretax loss of $35.0 million, respectively. The effective tax rate for the nine months ended September 30, 2026 and 2025 was approximately 13.6% and (8.5)%, respectively. The effective tax rate differs from the statutory rate primarily as a result of the level and mix of earnings among tax jurisdictions and consists primarily of income taxes in certain foreign jurisdictions in which we conduct business, as well as state income taxes in the United States. We have a full valuation allowance on our U.S. deferred tax assets as we have concluded that it is more likely than not that the deferred tax assets will not be realized. However, given our recent earnings, we believe that there is a reasonable possibility that, in the near term, sufficient positive evidence may become available that supports the release of a portion of the valuation allowance, which would result in the recognition of certain U.S. deferred tax assets and a decrease to income tax expense for the period in which the release is recorded. The exact timing and amount of the valuation allowance to be released is uncertain.