UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 10-Q

___________________________________

(Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended ~~September~~March 3031, ~~2024~~2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-36773

___________________________________

WORKIVA INC.

(Exact name of registrant as specified in its charter)

___________________________________


Delaware (State or other jurisdiction of incorporation or organization)									47-2509828 (I.R.S. Employer Identification Number)
2900 University Blvd Ames, IA 50010 (888) 275-3125
(Address of principal executive offices and zip code)
(888) 275-3125
(Registrant's telephone number, including area code)
___________________________________


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Class A common stock, par value $.001	WK	New York Stock Exchange

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ý			Accelerated filer o

Non-accelerated filer o			Smaller reporting company ☐

			Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ý

As of ~~November~~April 125, ~~2024~~2025, there were approximately 51,~~545~~888,~~404~~191 shares of the registrant's Class A common stock and 3,845,583 shares of the registrant's Class B common stock outstanding.

WORKIVA INC.

TABLE OF CONTENTS

		Page
	Part I. Financial Information
Item 1.	Unaudited Consolidated Financial Statements:	1
	Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023	1
	Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024	1
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023	3
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and 2024	3
	Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended September 30, 2024 and 2023	4
	Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2025 and 2024	4
	Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the Three and Nine Months Ended September 30, 2024 and 2023	5
	Consolidated Statements of Changes in Stockholders' Deficit for the Three Months Ended March 31, 2025 and 2024	5
	Condensed Consolidated Statements of Cash Flows for the Three and Nine Months Ended September 30, 2024 and 2023	7
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024	6
	Notes to Condensed Consolidated Financial Statements	98
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2220
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	3632
Item 4.	Controls and Procedures	3632
	Part II. Other Information
Item 1.	Legal Proceedings	3833
Item 1A.	Risk Factors	3833
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3833
Item 6.	Exhibits	4034
	Signatures	S-1

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on Form 10-Q are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical facts, including statements regarding our future results of operations and financial position, our business strategy and plans and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024, in “Item 1A. Risk Factors” in Part II of this Quarterly Report on Form 10-Q and in any subsequent filing we make with the SEC, as well as in any documents incorporated by reference that describe risks and factors that could cause results to differ materially from those projected in these forward-looking statements.

Moreover, we operate in a very competitive and ~~rapidly~~dynamic ~~changing~~ environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements or events and circumstances reflected in the forward-looking statements will occur. We are under no duty to update any of these forward-looking statements after completion of this Quarterly Report on Form 10-Q to conform these statements to actual results or revised expectations.

Table of Contents

Part I. Financial Information

Item 1. Financial Statements

WORKIVA INC.CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
	As of September 30, 2024		As of December 31, 2023
	As of March 31, 2025		As of December 31, 2024
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	~~248~~242,~~239~~024	$	~~256~~301,~~100~~835
Marketable securities	~~528~~525,~~115~~000		~~557~~514,~~622~~585
Accounts receivable, net of allowance for doubtful accounts of $1,157 and $1,163 at September 30, 2024 and December 31, 2023, respectively	137,921		125,193
Accounts receivable, net of allowance for doubtful accounts of $1,244 and $1,220 at March 31, 2025 and December 31, 2024, respectively	118,620		148,433
Deferred costs	4451,~~726~~184		3950,~~023~~914
Other receivables	89,~~646~~308		710,~~367~~276
Prepaid expenses and other	2128,~~055~~161		2322,~~631~~199
Total current assets	~~988~~974,~~702~~297		1,~~008~~048,~~936~~242
Property and equipment, net	21,~~757~~485		2421,~~282~~825
Operating lease right-of-use assets	912,~~485~~341		1211,~~642~~786
Deferred costs, non-current	4351,~~557~~456		3354,~~346~~858
Goodwill	~~202~~199,~~133~~724		~~112~~196,~~097~~844
Intangible assets, net	3026,~~278~~031		2227,~~892~~389
Other assets	68,~~174~~300		47,~~665~~525
Total assets	$	1,~~302~~293,~~086~~634	$	1,~~218~~368,~~860~~469

Table of Contents

WORKIVA INC.CONDENSED CONSOLIDATED BALANCE SHEETS (continued)
(in thousands, except share and per share amounts)
	As of September 30, 2024		As of December 31, 2023
	As of March 31, 2025		As of December 31, 2024
	(unaudited)
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	1314,~~346~~761	$	57,~~204~~747
Accrued expenses and other current liabilities	~~111~~93,~~029~~495		97126,~~921~~508
Deferred revenue	~~414~~438,~~229~~513		~~380~~457,~~843~~608
Finance lease obligations	~~555~~570		~~532~~562
Total current liabilities	~~539~~547,~~159~~339		~~484~~592,~~500~~425
Convertible senior notes, non-current	~~764~~765,~~281~~501		~~762~~764,~~455~~891
Deferred revenue, non-current	2733,~~527~~104		3629,~~177~~681
Other long-term liabilities	~~236~~238		~~178~~227
Operating lease liabilities, non-current	89,~~062~~845		109,~~890~~441
Finance lease obligations, non-current	13,~~631~~342		1413,~~050~~488
Total liabilities	1,~~352~~369,~~896~~369		1,~~308~~410,~~250~~153
Stockholders’ deficit
Class A common stock, $0.001 par value per share, 1,000,000,000 shares authorized, 51,526,990 and 50,333,435 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	52		50
Class A common stock, $0.001 par value per share, 1,000,000,000 shares authorized, 51,907,573 and 51,646,053 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively	52		52
Class B common stock, $0.001 par value per share, 500,000,000 shares authorized, 3,845,583 and 3,845,583 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	4		4
Class B common stock, $0.001 par value per share, 500,000,000 shares authorized, 3,845,583 and 3,845,583 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively	4		4
Preferred stock, $0.001 par value per share, 100,000,000 shares authorized, no shares issued and outstanding	—		—
Additional paid-in-capital	~~645~~655,~~083~~377		~~562~~672,~~942~~363
Accumulated deficit	(~~698~~729,~~868~~054)		(~~652~~707,~~641~~683)
Accumulated other comprehensive income	2,919		255
Accumulated other comprehensive loss	(2,114)		(6,420)
Total stockholders’ deficit	(5075,~~810~~735)		(8941,~~390~~684)
Total liabilities and stockholders’ deficit	$	1,~~302~~293,~~086~~634	$	1,~~218~~368,~~860~~469

See accompanying notes.

Table of Contents

WORKIVA INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(in thousands, except share and per share amounts)(unaudited)

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

2024

2023

2024

2023

2025

2024

Revenue

Subscription and support

~~171~~185,~~035~~512

~~143~~154,~~421~~979

~~486,749~~

~~409,857~~

Professional services

1420,~~586~~768

1420,~~754~~688

~~52,042~~

~~53,529~~

Total revenue

~~185~~206,~~621~~280

~~158,~~175,667

~~538,791~~

~~463,386~~

Cost of revenue

Subscription and support

3034,~~621~~062

2427,~~864~~927

~~86,493~~

~~74,080~~

Professional services

1314,~~050~~280

13,~~491~~596

~~39,873~~

~~42,297~~

Total cost of revenue

4348,~~671~~342

3841,~~355~~523

~~126,366~~

~~116,377~~

Gross profit

~~141~~157,~~950~~938

~~119~~134,~~820~~144

~~412,425~~

~~347,009~~

Operating expenses

Research and development

4853,~~425~~780

4145,~~747~~495

~~142,328~~

~~130,235~~

Sales and marketing

89101,~~756~~671

7282,~~576~~633

~~257,086~~

~~215,168~~

General and administrative

2527,~~551~~237

2124,~~022~~299

~~76,225~~

~~86,660~~

Total operating expenses

~~163~~182,~~732~~688

~~135~~152,~~345~~427

~~475,639~~

~~432,063~~

Loss from operations

(2124,~~782~~750)

(1518,~~525~~283)

~~(63,214)~~

~~(85,054)~~

Interest income

98,~~298~~747

710,~~294~~455

~~30,089~~

~~15,546~~

Interest expense

(3,~~199~~195)

(473,~~437~~232)

~~(9,668)~~

~~(50,437)~~

Other expense, net

(350)

(71)

(309)

(1,450)

Other (expense) income, net

(233)

Loss before provision for income taxes

(1619,~~033~~431)

(5510,~~739~~974)

~~(43,102)~~

~~(121,395)~~

Provision for income taxes

~~959~~1,940

~~530~~713

~~3,125~~

~~1,934~~

Net loss

(1621,~~992~~371)

(5611,~~269~~687)

~~(46,227)~~

~~(123,329)~~

Net loss per common share:

Basic and diluted

(0.3138)

(10.0421)

~~(0.84)~~

~~(2.28)~~

Weighted-average common shares outstanding - basic and diluted

5556,~~581~~157,~~841~~533

54,~~256~~915,~~941~~852

~~55,226,254~~

~~53,987,791~~

See accompanying notes.

Table of Contents

WORKIVA INC.CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS(in thousands)(unaudited)
	Three months ended September 30,				Nine months ended September 30,
	Three months ended March 31,
	2024		2023		2024		2023
	2025		2024
Net loss	$	(1621,~~992~~371)	$	(5611,~~269~~687)	$	~~(46,227)~~	$	~~(123,329)~~
Other comprehensive income (loss)
Foreign currency translation adjustment	43,~~657~~937		(32,~~189~~483)		~~1,446~~		~~(1,180)~~
Unrealized gain on available-for-sale securities	2,992		208		1,218		1,471
Unrealized gain (loss) on available-for-sale securities	369		(1,407)
Other comprehensive income (loss)	74,~~649~~306		(23,~~981~~890)		~~2,664~~		~~291~~
Comprehensive loss	$	(917,~~343~~065)	$	(5915,~~250~~577)	$	~~(43,563)~~	$	~~(123,038)~~

See accompanying notes.

Table of Contents

WORKIVA INC.CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
WORKIVA INC.CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
(in thousands) (unaudited)
Nine Months Ended September 30, 2024
Three Months Ended March 31, 2025
	Common Stock (Class A and B)
	Shares	Amount		Additional Paid-in-Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders' Deficit
Balances at December 31, 2024	55,492	$	56	$	672,363	$	(6,420)	$	(707,683)	$	(41,684)
Stock-based compensation expense	—	—		27,888		—		—		27,888
Issuance of common stock upon exercise of stock options	44	—		631		—		—		631
Issuance of common stock under employee stock purchase plan	119	—		7,535		—		—		7,535
Issuance of restricted stock units	698	—		—		—		—		—
Tax withholding related to net share settlements of stock-based compensation awards	(138)	—		(12,922)		—		—		(12,922)
Repurchases of Class A common stock	(462)	—		(40,118)		—		—		(40,118)
Net loss	—	—		—		—		(21,371)		(21,371)
Other comprehensive income	—	—		—		4,306		—		4,306
Balances at March 31, 2025	55,753	$	56	$	655,377	$	(2,114)	$	(729,054)	$	(75,735)
Three Months Ended March 31, 2024
	Common Stock (Class A and B)
	Shares	Amount		Additional Paid-in-Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders' Deficit
Balances at December 31, 2023	54,179	$	54	$	562,942	$	255	$	(652,641)	$	(89,390)
Stock-based compensation expense	—	—		23,007		—		—		23,007
Issuance of common stock upon exercise of stock options	19	1		301		—		—		302
Issuance of common stock under employee stock purchase plan	88	—		7,113		—		—		7,113
Issuance of restricted stock units	590	—		—		—		—		—
Tax withholding related to net share settlements of stock-based compensation awards	(91)	—		(8,611)		—		—		(8,611)
Net loss	—	—		—		—		(11,687)		(11,687)
Other comprehensive loss	—	—		—		(3,890)		—		(3,890)
Balances at March 31, 2024	54,785	$	55	$	584,752	$	(3,635)	$	(664,328)	$	(83,156)
Stock-based compensation expense	—	—		25,402		—		—		25,402
Issuance of common stock upon exercise of stock options	18	—		290		—		—		290
Issuance of restricted stock units	131	—		—		—		—		—
Tax withholding related to net share settlements of stock-based compensation awards	(20)	—		(1,640)		—		—		(1,640)
Net loss	—	—		—		—		(17,548)		(17,548)
Other comprehensive loss	—	—		—		(1,095)		—		(1,095)
Balances at June 30, 2024	54,914	$	55	$	608,804	$	(4,730)	$	(681,876)	$	(77,747)
Stock-based compensation expense	—	—		27,470		—		—		27,470
Issuance of common stock upon exercise of stock options	208	1		3,273		—		—		3,274
Issuance of common stock under employee stock purchase plan	106	—		6,709		—		—		6,709
Issuance of restricted stock units	160	—		—		—		—		—
Tax withholding related to net share settlements of stock-based compensation awards	(15)	—		(1,173)		—		—		(1,173)
Net loss	—	—		—		—		(16,992)		(16,992)
Other comprehensive income	—	—		—		7,649		—		7,649
Balances at September 30, 2024	55,373	$	56	$	645,083	$	2,919	$	(698,868)	$	(50,810)

See accompanying notes.

Table of Contents

WORKIVA INC.CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (continued)
WORKIVA INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands) (unaudited)
(in thousands)(unaudited)
Nine Months Ended September 30, 2023
	Three months ended March 31,
	Common Stock (Class A and B)
	2025		2024
	Shares		Amount		Additional Paid-in-Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders' Equity (Deficit)
Cash flows from operating activities
Balances at December 31, 2022	52,652		$	53	$	537,732	$	(6,686)	$	(525,116)	$	5,983
Net loss	$	(21,371)	$	(11,687)
Stock-based compensation expense	—		—		38,042		—		—		38,042
Adjustments to reconcile net loss to net cash (used in) provided by operating activities
Issuance of common stock upon exercise of stock options	102		—		1,457		—		—		1,457
Depreciation and amortization	2,893		2,522
Issuance of common stock under employee stock purchase plan	107		—		5,546		—		—		5,546
Stock-based compensation expense	27,888		23,007
Issuance of restricted stock units	449		—		—		—		—		—
Provision for (recovery of) doubtful accounts	12		(123)
Tax withholding related to net share settlements of stock-based compensation awards	(78)		—		(7,228)		—		—		(7,228)
Accretion of premiums and discounts on marketable securities, net	(1,695)		(3,749)
Net loss	—		—		—		—		(46,150)		(46,150)
Amortization of debt discount and issuance costs	610		608
Other comprehensive income	—		—		—		3,280		—		3,280
Deferred income tax	(64)		(295)
Balances at March 31, 2023	53,232		$	53	$	575,549	$	(3,406)	$	(571,266)	$	930
Changes in assets and liabilities:
Stock-based compensation expense	—		—		20,610		—		—		20,610
Accounts receivable	30,636		36,947
Issuance of common stock upon exercise of stock options	47		1		746		—		—		747
Deferred costs	4,093		1,405
Issuance of restricted stock units	266		—		—		—		—		—
Operating lease right-of-use assets	1,329		1,426
Tax withholding related to net share settlements of stock-based compensation awards	(12)		—		(1,212)		—		—		(1,212)
Other receivables	994		194
Net loss	—		—		—		—		(20,910)		(20,910)
Prepaid expenses and other	(5,653)		(2,273)
Other comprehensive loss	—		—		—		(8)		—		(8)
Other assets	(648)		(1,090)
Balances at June 30, 2023	53,533		$	54	$	595,693	$	(3,414)	$	(592,176)	$	157
Accounts payable	6,651		4,726
Stock-based compensation expense	—		—		19,377		—		—		19,377
Deferred revenue	(18,438)		(17,526)
Issuance of common stock upon exercise of stock options	70		—		1,120		—		—		1,120
Operating lease liabilities	(831)		(987)
Issuance of common stock under employee stock purchase plan	93		—		6,967		—		—		6,967
Accrued expenses and other liabilities	(33,764)		(8,261)
Issuance of restricted stock units	332		—		—		—		—		—
Net cash (used in) provided by operating activities	(7,358)		24,844
Tax withholding related to net share settlements of stock-based compensation awards	(9)		—		(984)		—		—		(984)
Cash flows from investing activities
Induced conversion of convertible senior notes	—		—		(81,080)		—		—		(81,080)
Purchase of property and equipment	(763)		(203)
Net loss	—		—		—		—		(56,269)		(56,269)
Purchase of marketable securities	(102,965)		(116,567)
Other comprehensive loss	—		—		—		(2,981)		—		(2,981)
Maturities of marketable securities	94,614		129,640
Balances at September 30, 2023	54,019		$	54	$	541,093	$	(6,395)	$	(648,445)	$	(113,693)
Sale of marketable securities	—		4,609
Purchase of intangible assets	(19)		(31)
Net cash (used in) provided by investing activities	(9,133)		17,448

See accompanying notes.

Table of Contents

WORKIVA INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
WORKIVA INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(in thousands)(unaudited)
	Three months ended September 30,				Nine months ended September 30,
	Three months ended March 31,
	2024		2023		2024		2023
	2025		2024
Cash flows from operating activities
Cash flows from financing activities
Net loss	$	(16,992)	$	(56,269)	$	(46,227)	$	(123,329)
Proceeds from option exercises	631		302
Adjustments to reconcile net loss to net cash provided by operating activities
Taxes paid related to net share settlements of stock-based compensation awards	(12,922)		(8,611)
Depreciation and amortization	3,006		2,686		8,092		8,353
Proceeds from shares issued in connection with employee stock purchase plan	7,535		7,113
Stock-based compensation expense	27,470		19,377		75,879		78,029
Repurchases of Class A common stock	(40,118)		—
Provision for (recovery of) doubtful accounts	57		8		(46)		57
Principal payments on finance lease obligations	(138)		(129)
Accretion of premiums and discounts on marketable securities, net	(2,638)		(1,930)		(9,543)		(4,530)
Net cash used in financing activities	(45,012)		(1,325)
Amortization of debt discount and issuance costs	609		472		1,826		1,122
Effect of foreign exchange rates on cash	1,889		(1,107)
Induced conversion expense	—		45,144		—		45,144
Net (decrease) increase in cash, cash equivalents, and restricted cash	(59,614)		39,860
Realized loss on sale of available-for-sale securities, net	—		—		—		708
Cash, cash equivalents, and restricted cash at beginning of period	302,350		256,721
Deferred income tax	(1)		(14)		(292)		(17)
Cash, cash equivalents, and restricted cash at end of period	$	242,736	$	296,581
Changes in assets and liabilities:
Supplemental cash flow disclosure
Accounts receivable	(15,187)		(15,234)		(11,507)		7,243
Cash paid for interest	$	4,979	$	4,906
Deferred costs	(4,946)		3,116		(15,140)		6,248
Cash paid for income taxes, net of refunds	$	3,029	$	952
Operating lease right-of-use asset	1,210		1,244		3,808		3,807
Noncash investing and financing activities
Other receivables	(1,745)		(1,556)		2,796		(1,842)
Purchases of property and equipment, accrued but not paid	$	442	$	—
Prepaid expenses and other	344		3,452		2,764		(3,985)
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets
Other assets	464		1,043		(1,191)		1,479
Cash and cash equivalents at end of period	$	242,024	$	296,066
Accounts payable	4,788		(386)		7,630		(1,267)
Restricted cash included within prepaid expenses and other at end of period	712		515
Deferred revenue	26,606		11,120		22,159		22,225
Total cash, cash equivalents, and restricted cash at end of period shown in the consolidated statements of cash flows	$	242,736	$	296,581
Operating lease liability	(878)		(750)		(2,831)		(3,129)
Accrued expenses and other liabilities	(3,261)		3,468		5,559		10,217
Net cash provided by operating activities	18,906		14,991		43,736		46,533
Cash flows from investing activities
Purchase of property and equipment	(243)		(895)		(554)		(1,732)
Purchase of marketable securities	(158,522)		(144,989)		(310,075)		(322,008)
Maturities of marketable securities	108,993		36,906		345,733		76,811
Sale of marketable securities	—		—		4,609		65,052
Acquisitions, net of cash acquired	187		—		(98,093)		—
Purchase of intangible assets	(44)		(48)		(116)		(167)
Net cash used in investing activities	(49,629)		(109,026)		(58,496)		(182,044)

See accompanying notes.

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WORKIVA INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(in thousands)(unaudited)
	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Cash flows from financing activities
Proceeds from option exercises	3,273		1,120		3,865		3,324
Taxes paid related to net share settlements of stock-based compensation awards	(1,173)		(984)		(11,424)		(9,424)
Proceeds from shares issued in connection with employee stock purchase plan	6,709		6,967		13,822		12,513
Proceeds from the issuance of convertible senior notes, net of issuance costs	—		691,113		—		691,113
Payments for repurchase of convertible senior notes	—		(396,869)		—		(396,869)
Principal payments on finance lease obligations	(134)		(127)		(395)		(376)
Net cash provided by financing activities	8,675		301,220		5,868		300,281
Effect of foreign exchange rates on cash	2,390		(1,239)		925		(82)
Net (decrease) increase in cash, cash equivalents, and restricted cash	(19,658)		205,946		(7,967)		164,688
Cash, cash equivalents, and restricted cash at beginning of period	268,412		198,939		256,721		240,197
Cash, cash equivalents, and restricted cash at end of period	$	248,754	$	404,885	$	248,754	$	404,885
Supplemental cash flow disclosure
Cash paid for interest	$	4,983	$	2,160	$	10,085	$	4,509
Cash paid for income taxes, net of refunds	$	1,387	$	604	$	4,520	$	2,126
Noncash investing and financing activities
Purchases of property and equipment, accrued but not paid	$	259	$	—	$	259	$	—
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets
Cash and cash equivalents at end of period	$	248,239	$	404,885	$	248,239	$	404,885
Restricted cash included within prepaid expenses and other at end of period	515		—		515		—
Total cash, cash equivalents, and restricted cash at end of period shown in the consolidated statements of cash flows	$	248,754	$	404,885	$	248,754	$	404,885

See accompanying notes.

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WORKIVA INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Significant Accounting Policies

Organization

Workiva Inc., a Delaware corporation, and its wholly-owned subsidiaries (the “Company” or “we” or “us”) ~~provides~~build ~~software~~and ~~solutions~~deliver tothe ~~bring~~platform ~~customers’~~that ~~financial~~powers ~~reporting~~transparency, ~~Governance~~accountability, ~~Risk,~~ and ~~Compliance~~trust. ~~(“GRC”)~~Finance, ~~and Environmental~~accounting, ~~Social~~sustainability, risk and ~~Governance~~audit ~~(“ESG”)~~teams ~~data~~worldwide ~~together~~rely inon aWorkiva ~~controlled,~~for ~~secure,~~their ~~audit~~mission-~~ready~~critical ~~platform~~work. ~~Our~~We ~~platform~~transform ~~simplifies~~how ~~the~~customers ~~most~~connect ~~complex~~data, ~~reporting~~unify processes, and ~~disclosure~~empower ~~challenges~~teams byin ~~streamlining~~a ~~processes~~secure, ~~connecting data and teams~~audit-ready, ~~and~~AI-powered ~~ensuring~~collaborative ~~consistency~~platform. Our operational headquarters are located in Ames, Iowa,. ~~with~~We ~~additional~~also ~~offices~~lease ~~located~~office infacilities ~~the~~or ~~United~~contract ~~States,~~with ~~Europe,~~flexible ~~the~~workspace ~~Asia-Pacific~~providers ~~region~~throughout the U.S. and ~~Canada~~internationally.

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, ~~2023~~2024 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~~March 3031, ~~2024~~2025 are not necessarily indicative of the results expected for the full year ending December 31, ~~2024~~2025.

Seasonality affects our revenue, expenses 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 Form 10-K in the first calendar quarter. Our sales and marketing expense also has some degree of seasonality. Sales and marketing expenses have historically been higher in the third quarter due to our annual user conference in September. In addition, the timing of cash bonus payments to employees during the first and fourth calendar quarters may result in some seasonality in operating cash flow. 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, ~~2023~~2024 filed with the SEC on February 2025, ~~2024~~2025.

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.

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Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and various other assumptions believed to be reasonable. These estimates include, but are not limited to, the allowance for doubtful accounts, 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. While these estimates are based on our best knowledge of current events and actions that may affect us in the future, actual results may differ materially from these estimates.

Recently Adopted Accounting Pronouncements

~~None~~In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands disclosures about a public entity’s reportable segments and requires more enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources. The standard is effective for annual periods beginning after December 15, 2023, with early adoption permitted. We adopted this standard for the annual period beginning on January 1, 2024. The adoption of this standard did not have a material impact on our consolidated financial statements and related disclosures.

New Accounting Pronouncements Not Yet Adopted

In ~~November~~December 2023, the FASB issued ASU 2023-0709, ~~Segment~~Income ~~Reporting~~Taxes (Topic ~~280~~740): Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures, which expands disclosures ~~about~~in aan ~~public~~ entity’s ~~reportable~~income ~~segments~~tax ~~and~~rate ~~requires~~reconciliation ~~more~~table ~~enhanced information about a reportable segment’s expenses, interim segment profit or loss,~~ and ~~how~~regarding acash ~~public~~taxes ~~entity’s~~paid ~~chief~~both ~~operating decision maker uses reported segment profit or loss information~~ in ~~assessing~~the ~~segment~~U.S. ~~performance~~ and ~~allocating~~foreign ~~resources~~jurisdictions. The standard is effective for annual periods beginning after December 15, ~~2023~~2024, with early adoption permitted. We doare ~~not~~currently ~~believe~~assessing the ~~adoption~~effect of this ~~standard~~update ~~will~~on ~~have~~our arelated ~~material~~disclosures ~~impact~~and onplan ~~our~~to ~~consolidated~~adopt ~~financial~~this ~~statements~~update ~~and~~as ~~related~~effective ~~disclosures~~during the annual period ending December 31, 2025.

In ~~December~~November ~~2023~~2024, the FASB issued ASU ~~2023~~2024-0903, Income ~~Taxes~~Statement ~~(Topic~~- ~~740):~~Reporting ~~Improvements~~Comprehensive toand Income ~~Tax~~- Expense Disaggregation Disclosures (Subtopic 220-40), ~~which~~requiring ~~expands~~public ~~disclosures~~business inentities an(PBEs) ~~entity’s~~to provide disaggregated disclosures of relevant income ~~tax~~statement ~~rate~~expenses. ~~reconciliation~~The ~~table~~amendments ~~and~~aim ~~regarding~~to ~~cash~~improve ~~taxes~~financial ~~paid~~reporting ~~both~~by enhancing transparency in the ~~U.S.~~notes ~~and~~to ~~foreign~~financial ~~jurisdictions~~statements, specifically regarding expense categories. The ~~standard~~amendments isin this update are effective for annual reporting periods beginning after December 15, ~~2024~~2026, ~~with~~and ~~early~~interim ~~adoption~~reporting ~~permitted~~periods beginning after December 15, 2027. We are assessing the effect of ~~adopting~~ this ~~standard~~update on our consolidated financial statements and related disclosures.

10In 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 are assessing the effect of this update on our consolidated financial statements and related disclosures.

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2. Supplemental Consolidated Balance Sheet Information

Accrued Expenses and Other Current Liabilities

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

	As of September 30, 2024		As of December 31, 2023
	As of March 31, 2025		As of December 31, 2024
Accrued vacation	$	18,889	$	15,356
Customer deposits	$	21,628	$	24,500
Accrued commissions	11,211		11,969
Accrued vacation	21,551		18,698
Accrued bonuses	239,~~195~~270		67,~~825~~891
Accrued payroll	6,604		7,206
Accrued commissions	7,573		23,336
Estimated health insurance claims	2,417		3,462
Accrued payroll	7,238		9,638
Accrued interest	1,197		3,510
Operating lease liabilities	4,940		4,896
ESPP employee contributions	4,~~287~~860		7,~~540~~710
Customer deposits	25,720		24,763
Estimated health insurance claims	2,439		3,986
Operating lease liabilities	4,001		5,256
Accrued interest	1,197		3,591
Accrued other liabilities	1312,~~508~~799		1222,~~034~~262
	$	~~111~~93,~~029~~495	$	97126,~~921~~508

3. Cash Equivalents and Marketable Securities

At ~~September~~March 3031, ~~2024~~2025, cash equivalents and marketable securities consisted of the following (in thousands):

	Amortized Cost		Unrealized Gains		Unrealized Losses		Aggregate Fair Value
Money market funds	$	99128,~~716~~976	$	—	$	—	$	99128,~~716~~976
Commercial paper	53,~~953~~051		—		—		53,~~953~~051
U.S. treasury debt securities	~~255~~276,~~229~~166		~~989~~568		(34107)		~~256~~276,~~184~~627
U.S. government agency debt securities	9274,~~849~~499		~~401~~122		(219)		9374,~~248~~602
Corporate debt securities	~~181~~184,~~850~~045		~~874~~389		(1457)		~~182~~184,~~710~~377
	$	~~635~~666,~~597~~737	$	21,~~264~~079	$	(50183)	$	~~637~~667,~~811~~633
Included in cash and cash equivalents	$	~~109~~142,~~694~~635	$	2—	$	—(2)	$	~~109~~142,~~696~~633
Included in marketable securities	$	~~525~~524,~~903~~102	$	21,~~262~~079	$	(50181)	$	~~528~~525,~~115~~000

11At December 31, 2024, cash equivalents and marketable securities consisted of the following (in thousands):


	Amortized Cost		Unrealized Gains		Unrealized Losses		Aggregate Fair Value
Money market funds	$	137,201	$	—	$	—	$	137,201
Commercial paper	2,059		—		—		2,059
U.S. treasury debt securities	263,064		403		(240)		263,227
U.S. government agency debt securities	80,891		170		(39)		81,022
Corporate debt securities	178,619		340		(107)		178,852

	$	661,834	$	913	$	(386)	$	662,361
Included in cash and cash equivalents	$	147,774	$	2	$	—	$	147,776
Included in marketable securities	$	514,060	$	911	$	(386)	$	514,585

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At December 31, 2023, cash equivalents and marketable securities consisted of the following (in thousands):

	Amortized Cost		Unrealized Gains		Unrealized Losses		Aggregate Fair Value
Money market funds	$	108,826	$	—	$	—	$	108,826
Commercial paper	56,115		—		—		56,115
U.S. treasury debt securities	224,136		531		(80)		224,587
U.S. government agency debt securities	110,036		256		(15)		110,277
Corporate debt securities	165,341		497		(187)		165,651
Foreign government debt securities	999		—		(7)		992
	$	665,453	$	1,284	$	(289)	$	666,448
Included in cash and cash equivalents	$	108,826	$	—	$	—	$	108,826
Included in marketable securities	$	556,627	$	1,284	$	(289)	$	557,622

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

	As of September 30, 2024
	As of March 31, 2025
Due within one year	$	~~348~~318,~~502~~797
Due in one to two years	~~179~~206,~~613~~203
	$	~~528~~525,~~115~~000

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~~March 3031, ~~2024~~2025, aggregated by investment category and the length of time that individual securities have been in a continuous loss position (in thousands):

As of September 30, 2024

As of March 31, 2025

Less than 12 months

12 months or greater

Fair Value

Unrealized Loss

Fair Value

Unrealized Loss

U.S. treasury debt securities

3982,~~627~~132

(30107)

~~7,490~~—

~~(4)~~—

U.S. government agency debt securities

~~957~~19,797

(219)

—

Corporate debt securities

1736,~~183~~531

(957)

~~5,842~~—

~~(5)~~—

Total

57138,~~767~~460

(41183)

~~13,332~~—

~~(9)~~—

We do not believe the unrealized losses represent credit losses based on our evaluation of available evidence as of ~~September~~March 3031, ~~2024~~2025, 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:

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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.

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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~~March 3031, ~~2024~~2025, 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):

	Fair Value Measurements as of September 30, 2024						Fair Value Measurements as of December 31, 2023
	Fair Value Measurements as of March 31, 2025						Fair Value Measurements as of December 31, 2024
Description	Total		Level 1		Level 2		Total		Level 1		Level 2
Money market funds	$	99128,~~716~~976	$	99128,~~716~~976	$	—	$	~~108~~137,~~826~~201	$	~~108~~137,~~826~~201	$	—
Commercial paper	53,~~953~~051		—		53,~~953~~051		562,~~115~~059		—		562,~~115~~059
U.S. treasury debt securities	~~256~~276,~~184~~627		—		~~256~~276,~~184~~627		~~224~~263,~~587~~227		—		~~224~~263,~~587~~227
U.S. government agency debt securities	9374,~~248~~602		—		9374,~~248~~602		~~110~~81,~~277~~022		—		~~110~~81,~~277~~022
Corporate debt securities	~~182~~184,~~710~~377		—		~~182~~184,~~710~~377		~~165~~178,~~651~~852		—		~~165~~178,~~651~~852
Foreign government debt securities	—		—		—		992		—		992
	$	667,633	$	128,976	$	538,657	$	662,361	$	137,201	$	525,160
	$	637,811	$	99,716	$	538,095	$	666,448	$	108,826	$	557,622
Included in cash and cash equivalents	$	142,633					$	147,776
Included in cash and cash equivalents	$	109,696					$	108,826
Included in marketable securities	$	525,000					$	514,585
Included in marketable securities	$	528,115					$	557,622

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Convertible Senior Notes

As of ~~September~~March 3031, ~~2024~~2025, the fair value of our convertible senior notes due in 2026 and 2028 was $8278.42 million and $~~659~~653.74 million, respectively. 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.

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5. Convertible Senior Notes

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

Month Issued

Maturity Date

Free Convertibility Date

Redemption Date

Original Principal (including overallotment)

Initial Conversion Rate per $1,000 Principal

Initial Conversion Price

2026 Notes

August 2019

August 15, 2026

May 15, 2026

August 21, 2023

345,000

12.4756

80.16

2028 Notes

August 2023

August 15, 2028

May 15, 2028

August 21, 2026

702,000

7.4690

133.89

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, 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 bear 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.

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 of 1933, as amended, including the partial exercise of 77.0 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 the Company’s existing and future senior unsecured indebtedness, including the Company’s outstanding 2026 Notes.

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

•during any calendar quarter commencing after the calendar quarter in which the respective Notes were issued (and only during such calendar quarter), if the last reported sale price of our Class A common stock, par value $0.001 per share, 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;

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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 the five consecutive business day period immediately following any ten 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;

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•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 relevant indenture.

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

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.

The Company may redeem for cash all or any portion of the Notes, at its option, on or after the respective Redemption Date, if the last reported sale price of the Company’s 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 the Company provides 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~~first quarter of ~~2024~~2025 none of the conversion conditions were met and therefore the Notes are not convertible at the option of the holders. As a result, the Notes were classified as non-current liabilities on the condensed consolidated balance sheet as of ~~September~~March 3031, ~~2024~~2025.

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~~March 3031, ~~2024~~2025, the remaining life of the 2026 Notes and 2028 Notes were approximately 1.83 years and 3.84 years, respectively.

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

September 30, 2024

December 31, 2023

As of March 31, 2025

As of December 31, 2024

2026 Notes

2028 Notes

2026 Notes

2028 Notes

Principal

71,242

702,000

71,242

702,000

Unamortized issuance costs

(~~508~~373)

(87,~~453~~368)

(~~711~~441)

(107,~~076~~910)

Net carrying amount

70,~~734~~869

~~693~~694,~~547~~632

70,~~531~~801

~~691~~694,~~924~~090

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

	Three months ended September 30,				Nine months ended September 30,
	Three months ended March 31,
	2024		2023		2024		2023
	2025		2024
Contractual interest expense	$	2,394	$	12,~~618~~394	$	~~7,182~~	$	~~3,558~~
Amortization of issuance costs	~~609~~610		~~472~~608		~~1,826~~		~~1,122~~
Total interest expense	$	3,~~003~~004	$	23,~~090~~002	$	~~9,008~~	$	~~4,680~~

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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. Prior to our corporate conversion in December 2014, awards were provided under the 2009 Unit Incentive Plan (“the 2009 Plan”). The 2009 Plan was amended to provide that no further awards will be issued thereunder, and our board of directors and stockholders adopted and approved our 2014 Equity Incentive Plan (“"the ~~2014~~ Plan”"). ~~and~~As of December 31, ~~together~~2024, ~~with~~there ~~the~~were ~~2009~~no ~~Plan,~~awards “outstanding under the ~~Plans”)~~2009 Plan.

On May 30, 2024, stockholders approved an amendment to the 2014 Plan that increased the number of shares available for grant by 3,900,000. As of September 30, 2024, 4,920,079 shares of Class A common stock were available for grant under the 2014 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):


	Three months ended March 31,
	2025		2024
Cost of revenue
Subscription and support	$	2,433	$	1,601
Professional services	996		727
Operating expenses
Research and development	6,050		4,641
Sales and marketing	9,751		8,038
General and administrative	8,658		8,000
Total	$	27,888	$	23,007

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	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Cost of revenue
Subscription and support	$	2,164	$	1,247	$	5,708	$	3,732
Professional services	858		623		2,348		1,923
Operating expenses
Research and development	5,681		4,155		15,474		13,677
Sales and marketing	9,942		7,108		26,470		20,769
General and administrative	8,825		6,244		25,879		37,928
Total	$	27,470	$	19,377	$	75,879	$	78,029

Stock Options

The following table summarizes the option activity under the ~~Plans~~Plan for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025:

	Options	Weighted-AverageExercisePrice		Weighted-AverageRemainingContractualTerm (Years)
Outstanding at December 31, 2023	1,211,619	$	14.46	2.3
Granted	—	—
Forfeited	—	—
Expired	—	—
Exercised	(245,202)	15.76
Outstanding at September 30, 2024	966,417	$	14.13	1.9
Exercisable at September 30, 2024	966,417	$	14.13	1.9

Restricted Stock Units and Performance Restricted Stock Units

The following table summarizes the restricted stock unit and performance restricted stock unit activity under the Plans for the nine months ended September 30, 2024:

	Number of Shares	Weighted-AverageGrant Date Fair Value
Unvested at December 31, 2023	2,198,411	$	97.17
Granted	1,490,197	87.53
Forfeited	(166,120)	95.04
Vested(1)	(864,693)	95.97
Unvested at September 30, 2024	2,657,795	$	92.34

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(1) During the nine months ended September 30, 2024, in accordance with our Nonqualified Deferred Compensation Plan, recipients of 3,325 shares elected to defer settlement of their vested restricted stock units and 18,919 shares were released from deferral.


	Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)

Outstanding at December 31, 2024	892,396	$	14.09	1.7



Exercised	(44,245)	14.26
Outstanding at March 31, 2025	848,151	$	14.09	1.5

Exercisable at March 31, 2025	848,151	$	14.09	1.5

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 three months ended March 31, 2025:


	Number of Shares	Weighted- Average Grant Date Fair Value

Unvested at December 31, 2024	2,723,666	$	91.56
Granted	1,186,555	97.61
Forfeited	(73,108)	88.50
Vested(1)	(692,200)	98.93
Unvested at March 31, 2025	3,144,913	$	92.26

(1) During the three months ended March 31, 2025, in accordance with our Nonqualified Deferred Compensation Plan, no recipients elected to defer settlement of their vested restricted stock units and 5,216 shares were released from deferral.

Employee Stock Purchase Plan

During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, ~~194~~118,~~239~~674 shares of common stock were purchased under the ESPP at a weighted-average price of $7163.1649 per share, resulting in cash proceeds of $137.85 million.

Compensation expense associated with ESPP purchase rights is recognized on a straight-line basis over the vesting period. At ~~September~~March 3031, ~~2024~~2025, there was approximately $1.45 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.

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8. Revenue Recognition

Disaggregation of Revenue

The following table presents our revenues disaggregated by type of good or service (in thousands):

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

2024

2023

2024

2023

2025

2024

Subscription and support

~~171~~185,~~035~~512

~~143~~154,~~421~~979

~~486,749~~

~~409,857~~

XBRL professional services

1117,~~704~~940

1117,~~555~~593

~~43,324~~

~~42,719~~

Other services

2,~~882~~828

3,~~199~~095

~~8,718~~

~~10,810~~

Total revenues

~~185~~206,~~621~~280

~~158,~~175,667

~~538,791~~

~~463,386~~

Deferred Revenue

We recognized $~~153~~170.02 million and $~~129~~142.93 million of revenue during the three months ended ~~September~~March 3031, ~~2024~~2025 and 2023, respectively, that was included in the deferred revenue balances at the beginning of the respective periods. We recognized $331.2 million and $277.8 million of revenue during the nine months ended September 30, 2024 ~~and 2023~~, 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~~March 3031, ~~2024~~2025, we expect revenue of approximately $1~~,076~~.12 ~~million~~billion to be recognized from remaining performance obligations for subscription contracts. We expect to recognize approximately $~~586~~636.03 million of these remaining performance obligations over the next 12 months with the balance substantially recognized in the 24 months thereafter.

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9. Intangible Assets and Goodwill

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

As of September 30, 2024

As of December 31, 2023

As of March 31, 2025

As of December 31, 2024

Weighted Average Useful Life (Years)

Gross Carrying Amount

Accumulated Amortization

Net Carrying Amount

Gross Carrying Amount

Accumulated Amortization

Net Carrying Amount

Acquired technology

4.7

26,~~591~~342

(1013,~~811~~529)

1512,~~780~~813

1526,~~949~~044

(711,~~471~~938)

814,~~478~~106

Acquired customer-related

9.78

16,~~940~~412

(4,~~020~~692)

1211,~~920~~720

15,~~427~~852

(24,~~769~~114)

1211,~~658~~738

Acquired trade names

35.0

~~2,180~~680

(~~1,829~~397)

~~351~~283

~~2,172~~655

(~~1,721~~360)

~~451~~295

Patents

10.0

3,~~267~~360

(2,~~040~~145)

1,~~227~~215

3,~~150~~341

(12,~~845~~091)

1,~~305~~250

Total

6.79

4846,~~978~~794

(1820,~~700~~763)

3026,~~278~~031

3645,~~698~~892

(1318,~~806~~503)

2227,~~892~~389

Amortization expense related to intangible assets was $2.0 million and $1.5 million for the three months ended September 30, 2024 and 2023, respectively, and $4.8 million and $4.6 million for the nine months ended September 30, 2024 and 2023, respectively.17

AsTable of ~~September 30, 2024, expected remaining amortization expense of intangible assets by fiscal year is as follows (in thousands):~~Contents

Remainder of 2024	$	1,958
2025	7,121
2026	5,801
2027	4,460
2028	4,008
Thereafter	6,930
Total expected amortization expense	$	30,278

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 $1.9 million and $1.4 million for the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025, expected remaining amortization expense of intangible assets by fiscal year is as follows (in thousands):


Remainder of 2025	$	5,096
2026	5,711
2027	4,410
2028	3,971
2029	2,813
Thereafter	4,030
Total expected amortization expense	$	26,031

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

December 31, 2023	$	112,097
December 31, 2024	$	196,844
Acquisition	89,146
Foreign currency translation adjustments	2,880
Foreign currency translation adjustments	890
March 31, 2025	$	199,724
September 30, 2024	$	202,133

10. Net Loss Per Share

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

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


	Three months ended
	March 31, 2025				March 31, 2024
	Class A		Class B		Class A		Class B
Numerator
Net loss	$	(19,908)	$	(1,463)	$	(10,869)	$	(818)

Denominator
Weighted-average common shares outstanding - basic and diluted	52,311,950		3,845,583		51,070,269		3,845,583
Basic and diluted net loss per share	$	(0.38)	$	(0.38)	$	(0.21)	$	(0.21)

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	Three months ended
	September 30, 2024				September 30, 2023
	Class A		Class B		Class A		Class B
Numerator
Net loss	$	(15,816)	$	(1,176)	$	(52,281)	$	(3,988)
Denominator
Weighted-average common shares outstanding - basic and diluted	51,736,258		3,845,583		50,411,358		3,845,583
Basic and diluted net loss per share	$	(0.31)	$	(0.31)	$	(1.04)	$	(1.04)

	Nine months ended
	September 30, 2024				September 30, 2023
	Class A		Class B		Class A		Class B
Numerator
Net loss	$	(43,008)	$	(3,219)	$	(114,522)	$	(8,807)
Denominator
Weighted-average common shares outstanding - basic and diluted	51,380,671		3,845,583		50,132,483		3,855,308
Basic and diluted net loss per share	$	(0.84)	$	(0.84)	$	(2.28)	$	(2.28)

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

	As of
	September 30, 2024	September 30, 2023
	March 31, 2025	March 31, 2024
Shares subject to outstanding common stock options	~~966~~848,~~417~~151	1,~~289~~192,~~808~~676
Shares subject to unvested restricted stock units and performance restricted stock units	23,~~657~~144,~~795~~913	2,~~273~~531,~~719~~111
Shares issuable pursuant to the ESPP	~~125~~91,~~951~~315	8698,~~000~~587
Shares underlying our convertible senior notes	6,132,025	96,~~547~~132,~~320~~025

2011. Geographic Information

Our chief operating decision maker is our Chief Executive Officer. Our CEO reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. There are no segment managers who are held accountable by the chief operating decision maker, or anyone else, for operations, operating results and planning for levels or components below the consolidated unit level. Accordingly, we determined we have one operating and reportable segment.

Revenues by geographical region consisted of the following (in thousands):


	Three months ended March 31,
	2025		2024
Subscription and support revenue
Americas	$	149,336	$	128,473
Other	36,176		26,506
Professional services revenue
Americas	18,379		18,227
Other	2,389		2,461
	$	206,280	$	175,667

Revenues by geography are generally based on the country of the customer as specified in our subscription order. Total Americas revenue attributed to the U.S. was approximately 92% and 93% during the three months ended March 31, 2025 and 2024, respectively. No other country 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):


	As of March 31, 2025		As of December 31, 2024
Americas	$	28,900	$	29,148
Other	4,926		4,463
	$	33,826	$	33,611

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11. Acquisitions

On June 17, 2024, we acquired all of the issued and outstanding equity interests in Sustain.Life, Inc. (“Sustain.Life”), a leading provider of carbon accounting solutions, for $98.1 million net of cash acquired of $0.3 million to launch Workiva Carbon. Workiva Carbon is an audit-ready carbon accounting solution that helps organizations measure, manage, track, and report carbon emissions, including data from third-party supply chain partners. Coupled with Workiva's ESG reporting solution, companies can now collect key business data, calculate critical metrics, set data-driven ESG strategy, measure progress, and report results all in the Workiva platform.

The transaction was accounted for as a business combination. The purchase price has been preliminarily allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The fair values of goodwill and definite-lived intangible assets acquired in the acquisition were externally estimated primarily based on the replacement cost approach. The fair values of assets acquired and liabilities assumed may change over the measurement period as additional information is received. The primary area subject to change includes our review of the valuation of intangible assets. We expect to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill. The goodwill recognized was primarily attributable to the assembled workforce, operational synergies, and strategic benefits that are expected to be achieved and is not deductible for income tax purposes.

The following table presents a preliminary allocation of the purchase price to the assets acquired and liabilities assumed at the date of acquisition (in thousands):

Cash consideration	$	98,343
Total consideration	$	98,343
Cash	$	251
Accounts receivable, net	488
Other receivables	4,066
Prepaid expenses and other	239
Intangible assets	11,890
Goodwill	89,146
Accounts payable	(211)
Accrued liabilities	(5,223)
Deferred revenue	(1,042)
Other long-term liabilities	(1,261)
Fair value of assets and liabilities	$	98,343

We incurred costs related to the acquisition of approximately $1.1 million during the nine months ended September 30, 2024. All acquisition related costs were expensed as incurred and have been recorded in general and administrative expenses in our condensed consolidated statements of operations.

The amount of revenues and net loss from the acquisition included in our condensed consolidated statements of operations for the three and nine months ended September 30, 2024 were not material.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of our operations should be read in conjunction with the condensed consolidated financial statements and related notes included elsewhere in this report and in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 2025, ~~2024~~2025. In addition to historical consolidated financial information, this discussion contains forward-looking statements that involve risks and uncertainties. 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 “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024, in “Item 1A. Risk Factors” in Part II of this Quarterly Report on Form 10-Q and in any subsequent filing we make with the SEC.

Overview

The Workiva platform is onbuilt ~~a mission to power transparent reporting~~ for atransparency, ~~better~~accountability, ~~world~~and trust. We ~~build~~believe ~~and~~that ~~deliver~~all ~~the~~stakeholders, ~~world's~~including ~~leading~~consumers, ~~cloud~~employees, ~~platform~~shareholders, ~~for~~and ~~assured~~regulators ~~integrated~~expect ~~reporting~~more tofrom ~~meet~~business ~~stakeholder~~– ~~demands~~more ~~for~~ action, transparency, and disclosure of financial and non-financial ~~data~~information. ~~Workiva~~We ~~offers~~build solutions to meet that demand and streamline processes, connect data and teams, and ensure consistency – all within the ~~only~~Workiva platform. Our leading unified software-as-a-service (“SaaS”) platform brings customers’ financial reporting, ~~Governance,~~sustainability ~~Risk~~management, and ~~Compliance (“GRC”) and Environmental~~Governance, ~~Social~~Risk, and ~~Governance~~Compliance (“~~ESG~~GRC”) ~~data~~ together in a controlled, secure, audit-ready platform. ~~Our platform simplifies the most complex reporting and disclosure challenges by streamlining processes, connecting data and teams, and ensuring consistency.~~

From data to disclosure, the Workiva platform empowers customers by connecting and transforming data from hundreds of enterprise resource planning (“ERP”), human capital management (“HCM”), and customer relationship management (“CRM”) systems, as well as other third-party cloud and on-premise applications. Customers use our platform to create, review and publish data-linked documents, presentations, and reports with greater control, consistency, accuracy, and productivity. Our platform is flexible and scalable, so customers can easily adapt it to define, automate, and change their business processes in real time.

Workiva provides more than 6,~~200~~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~~financial ~~Reporting~~reporting, ~~ESG~~sustainability management, and 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 SaaS model. 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 generate sales primarily through our direct sales force. In addition, we augment our direct sales channel with partnerships. Our advisory and service partners offer a wider range of domain and functional expertise that broadens the capabilities of our platform, bringing scale and support to customers and prospects. Our technology partners enable more data and process integrations to help customers connect critical transactional systems directly to our 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 expanded to 2,~~751~~873 at ~~September~~March 3031, ~~2024~~2025 from 2,~~519~~561 at ~~September~~March 3031, ~~2023~~2024, an increase of 912.2%.

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We have achieved significant revenue growth in recent periods. Our revenue grew to $~~185~~206.63 million ~~and $538.8 million~~ during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024,~~2025 ~~respectively~~ from $~~158~~175.27 million ~~and $463.4 million~~ during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023, respectively~~2024. We incurred net losses of $1721.04 million ~~and $46.2 million~~ during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024,~~2025 ~~respectively~~ compared to $5611.37 million ~~and $123.3 million~~ during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023, respectively~~2024.

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 international 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.

~~Recent~~Effects ~~Business~~of ~~Developments~~Policy Uncertainty on Sales of Sustainability Solutions

OnSales ~~June~~of 17our sustainability management solutions, ~~2024~~including Workiva Carbon, wecould ~~acquired~~be ~~all~~materially ofimpacted ~~the~~by ~~issued~~domestic and ~~outstanding~~global ~~equity~~policy ~~interests~~uncertainties. Risks relating to shifts in ~~Sustain~~regulatory priorities and newly emerging trends due to changes in the U.~~Life~~S. presidential administration, aand ~~leading~~the ~~provider~~outcome of ~~carbon~~other ~~accounting~~global ~~solutions~~elections, toand ~~launch~~risks ~~Workiva~~relating ~~Carbon.~~to ~~Workiva~~legal ~~Carbon~~challenges isto ~~an audit~~sustainability-~~ready~~related ~~carbon~~rules ~~accounting~~and ~~solution~~regulations, ~~that~~may ~~helps~~affect ~~organizations~~our ~~measure,~~market ~~manage,~~expansion ~~track,~~opportunities in the U.S. and ~~report~~abroad. ~~carbon~~For ~~emissions~~example, ~~including~~amendments ~~data~~to ~~from~~the ~~third-party~~European ~~supply~~Union’s ~~chain~~Corporate ~~partners.~~Sustainability ~~Coupled~~Reporting ~~with~~Directive ~~Workiva's~~(“CSRD”) ~~ESG~~standards ~~reporting~~used ~~solution,~~to ~~companies~~identify ~~can~~and ~~now~~ collect ~~key~~the ~~business~~information and data, ~~calculate~~with ~~critical~~different ~~metrics,~~implementation ~~set~~dates ~~data-driven~~depending ~~ESG~~on ~~strategy~~the company size and geographic location, ~~measure~~are ~~progress~~still developing and uncertain. That regulatory uncertainty has limited or delayed compliance obligations or requirements, could slow market adoption and ~~report~~may ~~results~~reduce ~~all~~or indelay the ~~Workiva~~growth ~~platform~~of our sustainability solutions. ~~See~~The ~~Note 11~~extent toof ~~the~~this ~~condensed~~policy ~~consolidated~~uncertainty, ~~financial~~and ~~statements~~its ~~for~~potential ~~more~~impact ~~information~~on our growth trajectory, cannot be accurately predicted.

Effects of Volatility in the IPO/SPAC Markets

In the ~~United States~~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 ~~year~~ 2022. New sales of our SEC and capital markets solutions were adversely affected by this decline in the IPO and SPAC markets. We expect reduced valuation multiples caused by higher interest rates, inflation, global trade conflicts, and geopolitical instability to ~~continue~~create toan ~~negatively~~uncertain impact on the number of IPOs ~~and SPACs~~ in fiscal year ~~2024~~2025. Whether and to what extent the IPO and SPAC markets will moderate cannot be accurately predicted.

Key Factors Affecting Our Performance

Generate Growth From Existing Customers. The Workiva platform can exhibit a powerful network effect within an enterprise, meaning that the usefulness of our platform attracts additional users. Since solution-based licensing offers our customers an unlimited number of seats for each solution purchased, we expect customers to add more seats over time. As more employees in an enterprise use our platform, additional opportunities for collaboration and automation drive demand among their colleagues for additional solutions.

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 performance reporting. In addition, we market to teams responsible for ~~ESG~~sustainability ~~reporting,~~management and GRC programs. We intend to continue to build our sales and marketing organization and leverage our brand equity to attract new customers.

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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; 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 seats and 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.

Add Partners. We continue to expand and deepen our relationships with global and regional partners, including consulting firms, system integrators, large and mid-sized independent software vendors, and implementation partners. Our advisory and service partners offer a wider range of domain and functional expertise that broadens our platform’s capabilities and promotes Workiva as part of the digital transformation projects they drive for their customers. Our technology partners enable powerful data and process integrations to help customers connect critical transactional systems directly to our platform, with powerful linking, auditability and control features. We believe that our partner ecosystem extends our global reach, accelerates the usage and adoption of our platform, and enables more efficient delivery of professional services.

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 Europe, the Middle East and Africa ("EMEA") and Asia-Pacific ("APAC") regions.

Seasonality. Our revenue from professional services has some degree of seasonality. Many of our customers employ our professional services just before they file their Form 10-K, often in the first calendar quarter. Our sales and marketing expense also has some degree of seasonality. Sales and marketing expenses have historically been higher in the third quarter due to our annual user conference in September. In addition, the timing of the payments of cash bonuses to employees during the first and fourth calendar quarters may result in some seasonality in operating cash flow.

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Key Performance Indicators

	Three months ended September 30,						Nine months ended September 30,
	Three months ended March 31,
	2024			2023			2024			2023
	2025			2024
	(dollars in thousands)
Financial metrics
Total revenue	$	~~185~~206,~~621~~280		$	~~158,~~175,667		$	~~538,791~~		$	~~463,386~~
Percentage increase in total revenue	17.4		%	1917.10		%	~~16.3~~		%	~~17.6~~		%
Subscription and support revenue	$	~~171~~185,~~035~~512		$	~~143~~154,~~421~~979		$	~~486,749~~		$	~~409,857~~
Percentage increase in subscription and support revenue	19.37		%	2019.95		%	~~18.8~~		%	~~20.9~~		%
Subscription and support as a percent of total revenue	9289.19		%	9088.72		%	~~90.3~~		%	~~88.4~~		%

	As of September 30,
	As of March 31,
	2024	2023
	2025	2024
Operating metrics
Number of customers	6,~~237~~385	56,~~945~~074
Subscription and support revenue retention rate	97.5%	97.7%
Gross retention rate	97.3%	97.8%
Subscription and support revenue retention rate including add-ons	110.5%	112.0%
Net retention rate	110.1%	110.6%
Number of customers with annual contract value $100k+	12,~~926~~079	1,~~561~~696
Number of customers with annual contract value $300k+	~~383~~439	~~296~~332
Number of customers with annual contract value $500k+	~~166~~191	~~130~~145

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. Our customer is typically a parent company or, in a few cases, a significant subsidiary that works with us directly. Companies with publicly-listed securities account for a substantial majority of our customers. ~~Our~~As ~~customer~~customers ~~count~~acquired asthrough ofour ~~September 30,~~Sustain.Life acquisition in 2024 ~~does~~renew ~~not~~their ~~include~~contracts ~~Sustain~~with Workiva, they are added to our customer count above.~~Life.~~

~~Subscription~~Gross ~~and~~retention ~~support~~rate. ~~revenue~~Our gross retention rate. Weis ~~calculate~~based ~~our~~on subscription and support revenue. We calculate our gross retention rate based on all customers that were active at the end of the same calendar quarter of the prior year (“base customers”). We begin by annualizing the subscription and support revenue recorded in the same calendar quarter of the prior year for those base customers who are still active at the end of the current quarter. We divide the result by the annualized subscription and support revenue in the same quarter of the prior year for all base customers. We believe gross retention rates are an important metric to track how the Company retains its base revenue for each year.

Our ~~subscription~~gross ~~and support revenue~~ retention rate was 97.53% as of ~~September~~March 3031, ~~2024~~2025, down slightly from 97.78% as of ~~September~~March 3031, ~~2023~~2024. 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.

~~Subscription~~Net ~~and~~retention ~~support~~rate. ~~revenue~~Our net retention rate ~~including~~is ~~add-ons.~~based ~~Add-~~on subscription and support revenue, and includes ~~the~~revenue ~~change~~from inup-selling ~~both~~or cross-selling additional solutions, and pricing changes for existing customers and securing multi-year contract renewals containing periodic pricing term increases. We calculate our ~~subscription~~net ~~and support revenue~~ retention rate ~~including add-ons~~ by annualizing the subscription and support revenue recorded in the current quarter for our base customers that were active at the end of the current quarter. We divide the result by the annualized subscription and support revenue in the same quarter of the prior year for all base ~~customers.~~

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~~Our~~customers. ~~subscription~~We ~~and~~believe ~~support~~our ~~revenue~~net retention rate ~~including~~is ~~add-ons~~an ~~was~~important ~~110.5%~~metric asto ofmeasure the ~~quarter~~long-term ~~ended~~value ~~September 30,~~of ~~2024,~~customer ~~down~~agreements ~~from~~and ~~112.0%~~our asability ofto ~~September 30,~~retain ~~2023~~our customers.

~~Annual contract value.~~ Our ~~annual~~net ~~contract~~retention ~~value~~rate ~~(“ACV”)~~including ~~for~~add-ons ~~each~~was ~~customer~~110.1% isas ~~calculated~~of ~~by annualizing~~ the ~~subscription~~quarter ~~and~~ended ~~support~~March 31, ~~revenue~~2025, ~~recognized~~down ~~during~~slightly ~~each~~from ~~quarter~~110.6% Weas ~~believe the increase in the number~~ of ~~larger~~March 31, ~~contracts shows our progress in expanding our customers’ adoption of our platform~~2024.

	Three months ended September 30,		Nine months ended September 30,
	2024	2023	2024	2023
Subscription and support revenue from customers with annual contract value of $100k+ as a percent of total subscription and support revenue	71.8%	67.1%	70.3%	65.6%
Subscription and support revenue from customers with annual contract value of $300k+ as a percent of total subscription and support revenue	36.0%	32.6%	35.1%	31.2%
Subscription and support revenue from customers with annual contract value of $500k+ as a percent of total subscription and support revenue	24.3%	21.6%	23.5%	21.3%

Annual contract value. Our annual contract value (“ACV”) for each customer is calculated by annualizing the subscription and support revenue recognized during each quarter. We believe the increase in the number of larger contracts shows our progress in expanding our customers’ adoption of our platform. As customers acquired through our Sustain.Life acquisition in 2024 renew their contracts with Workiva, they are incorporated into our ACV metrics in the following table.


	Three months ended March 31,
	2025	2024
Subscription and support revenue from customers with annual contract value of $100k+ as a percent of total subscription and support revenue	74.1%	69.2%
Subscription and support revenue from customers with annual contract value of $300k+ as a percent of total subscription and support revenue	38.4%	34.3%
Subscription and support revenue from customers with annual contract value of $500k+ as a percent of total subscription and support revenue	25.9%	23.1%

Components of Results of Operations

Revenue

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 ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, 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.

We generate sales directly through our sales force and partners. We also identify some sales opportunities with existing customers through our customer success and professional services teams.

Our customer contracts typically range in length from one year to three years. 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.

Subscription and Support Revenue. 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. Amounts that are invoiced are initially recorded as deferred revenue.

Professional Services Revenue. We believe our professional services facilitate the sale of our subscription service to certain customers. To date, most of our professional services have consisted of document set up, XBRL tagging, and consulting to help our customers with business processes and best practices for using our platform. Our professional services are not required for customers to utilize our solution. We recognize revenue for document set up when the service is complete and control has transferred to the customer. Revenues from XBRL tagging and consulting services are recognized as the services are performed.

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Cost of Revenue

Cost of revenue consists primarily of personnel and related costs directly associated with our professional services, customer success teams and training personnel, including salaries, benefits, bonuses, travel, and stock-based compensation; the costs of contracted third-party vendors; the costs of third-party hosting fees for server usage by our customers; information technology costs; and facility costs.

Sales and Marketing Expenses

Sales and marketing expenses consist primarily of personnel and related costs, including salaries, benefits, bonuses, commissions, travel, and stock-based compensation. Other costs included in this expense are marketing and promotional events, our annual user conference, online marketing, product marketing, information technology costs, and facility costs. We pay sales commissions for initial contracts and expansions of existing customer contracts. When the relevant amortization period is one year or less, we expense sales commissions as incurred. All other sales commissions are considered incremental costs of obtaining a contract with a customer and are deferred and amortized on a straight-line basis over a period of benefit that we have determined to be three years.

Research and Development Expenses

Research and development expenses consist primarily of personnel and related costs, including salaries, benefits, bonuses, travel, and stock-based compensation; costs of third-party hosting fees for server usage by our developers; information technology costs; and facility costs.

General and Administrative Expenses

General and administrative expenses consist primarily of personnel and related costs for our executive, finance and accounting, legal, human resources, and administrative personnel, including salaries, benefits, bonuses, travel, and stock-based compensation; legal, accounting, and other professional service fees; other corporate expenses; information technology costs; and facility costs.

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Results of Operations

The following table sets forth selected consolidated statement of operations data for each of the periods indicated:

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

2024

2023

2024

2023

2025

2024

(in thousands)

Revenue

Subscription and support

~~171~~185,~~035~~512

~~143~~154,~~421~~979

~~486,749~~

~~409,857~~

Professional services

1420,~~586~~768

1420,~~754~~688

~~52,042~~

~~53,529~~

Total revenue

~~185~~206,~~621~~280

~~158,~~175,667

~~538,791~~

~~463,386~~

Cost of revenue

Subscription and support(1)

3034,~~621~~062

2427,~~864~~927

~~86,493~~

~~74,080~~

Professional services(1)

1314,~~050~~280

13,~~491~~596

~~39,873~~

~~42,297~~

Total cost of revenue

4348,~~671~~342

3841,~~355~~523

~~126,366~~

~~116,377~~

Gross profit

~~141~~157,~~950~~938

~~119~~134,~~820~~144

~~412,425~~

~~347,009~~

Operating expenses

Research and development(1)

4853,~~425~~780

4145,~~747~~495

~~142,328~~

~~130,235~~

Sales and marketing(1)

89101,~~756~~671

7282,~~576~~633

~~257,086~~

~~215,168~~

General and administrative(1)

2527,~~551~~237

2124,~~022~~299

~~76,225~~

~~86,660~~

Total operating expenses

~~163~~182,~~732~~688

~~135~~152,~~345~~427

~~475,639~~

~~432,063~~

Loss from operations

(2124,~~782~~750)

(1518,~~525~~283)

~~(63,214)~~

~~(85,054)~~

Interest income

98,~~298~~747

710,~~294~~455

~~30,089~~

~~15,546~~

Interest expense

(3,~~199~~195)

(473,~~437~~232)

~~(9,668)~~

~~(50,437)~~

Other expense, net

(350)

(71)

(309)

(1,450)

Other (expense) income, net

(233)

Loss before provision for income taxes

(1619,~~033~~431)

(5510,~~739~~974)

~~(43,102)~~

~~(121,395)~~

Provision for income taxes

~~959~~1,940

~~530~~713

~~3,125~~

~~1,934~~

Net loss

(1621,~~992~~371)

(5611,~~269~~687)

~~(46,227)~~

~~(123,329)~~

(1) Stock-based compensation expense included in these line items was as follows:

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

2024

2023

2024

2023

2025

2024

(in thousands)

Cost of revenue

Subscription and support

2,~~164~~433

1,~~247~~601

~~5,708~~

~~3,732~~

Professional services

~~858~~996

~~623~~727

~~2,348~~

~~1,923~~

Operating expenses

Research and development

56,~~681~~050

4,~~155~~641

~~15,474~~

~~13,677~~

Sales and marketing

9,~~942~~751

78,~~108~~038

~~26,470~~

~~20,769~~

General and administrative

8,~~825~~658

68,~~244~~000

~~25,879~~

~~37,928~~

Total stock-based compensation expense

27,~~470~~888

1923,~~377~~007

~~75,879~~

~~78,029~~

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The following table sets forth our consolidated statement of operations data as a percentage of revenue for each of the periods indicated:

	Three months ended September 30,				Nine months ended September 30,
	Three months ended March 31,
	2024		2023		2024		2023
	2025		2024
Revenue
Subscription and support	9289.19	%	9088.72	%	~~90.3~~	%	~~88.4~~	%
Professional services	710.91		911.38		~~9.7~~		~~11.6~~
Total revenue	100.0		100.0		~~100.0~~		~~100.0~~
Cost of revenue
Subscription and support	16.5		15.79		~~16.1~~		~~16.0~~
Professional services	76.09		87.57		~~7.4~~		~~9.1~~
Total cost of revenue	23.54		2423.26		~~23.5~~		~~25.1~~
Gross profit	76.56		7576.84		~~76.5~~		~~74.9~~
Operating expenses
Research and development	26.1		2625.49		~~26.4~~		~~28.1~~
Sales and marketing	4849.43		4547.90		~~47.7~~		~~46.4~~
General and administrative	13.82		13.38		~~14.1~~		~~18.7~~
Total operating expenses	88.36		8586.67		~~88.2~~		~~93.2~~
Loss from operations	(1112.80)		(910.83)		~~(11.7)~~		~~(18.3)~~
Interest income	54.02		4.6.0		~~5.6~~		~~3.4~~
Interest expense	(1.75)		(301.08)		~~(1.8)~~		~~(10.9)~~
Other expense, net	(0.21)		—		~~(0.1)~~		~~(0.3)~~
Loss before provision for income taxes	(89.74)		(356.21)		~~(8.0)~~		~~(26.1)~~
Provision for income taxes	0.59		0.34		~~0.6~~		~~0.4~~
Net loss	(910.23)	%	(356.5)	%	~~(8.6)~~	%	~~(26.5)~~	%

Comparison of Three ~~and Nine~~ Months Ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024

Revenue

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

2024

2023

% Change

2024

2023

% Change

2025

2024

% Change

(dollars in thousands)

Revenue

Subscription and support

~~171~~185,~~035~~512

~~143~~154,~~421~~979

19.37%

~~486,749~~

~~409,857~~

~~18.8%~~

Professional services

1420,~~586~~768

1420,~~754~~688

(10.1)4%

~~52,042~~

~~53,529~~

~~(2.8)%~~

Total revenue

~~185~~206,~~621~~280

~~158,~~175,667

17.4%

~~538,791~~

~~463,386~~

~~16.3%~~

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Total revenue increased $2730.46 million for the three months ended ~~September~~March 3031, ~~2024~~2025 compared to the same quarter a year ago due primarily to a $2730.65 million increase in subscription and support revenue. Growth in subscription and support revenue in the ~~third~~first quarter was attributable mainly to strong demand and continued solution expansion across our customer base. Revenue from professional services was relatively flat for the three months ended ~~September~~March 3031, ~~2024~~2025 compared to the same quarter a year ago. 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

Total revenue increased $75.4 million for the nine months ended September 30, 2024 compared to the same period a year ago due primarily to a $76.9 million increase in subscription and support revenue. Growth in subscription and support revenue was attributable mainly to strong demand and continued solution expansion across our customer base. Revenue from professional services decreased $1.5 million for the nine months ended September 30, 2024 compared to the same period a year ago. 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.


	Three months ended March 31,
	2025		2024		% Change

	(dollars in thousands)
Cost of revenue
Subscription and support	$	34,062	$	27,927	22.0%
Professional services	14,280		13,596		5.0%
Total cost of revenue	$	48,342	$	41,523	16.4%

Cost of revenue increased $6.8 million during the three months ended March 31, 2025 compared to the same quarter a year ago. Subscription and support cost of revenue increased $6.1 million due primarily to $4.1 million in higher cash-based compensation and benefits costs, $0.8 million of additional stock-based compensation, and a $0.5 million increase in the cost of licensed platform content. The increase in compensation was primarily driven by an increase in employee headcount. The cost of licensed platform content increased primarily from our continued investment in and support of our platform and solutions. Amortization of acquired intangible assets for Sustain.Life was $0.5 million. Professional services cost of revenue increased $0.7 million due primarily to a $0.5 million increase in cash-based compensation and benefits costs driven by a slight increase in headcount.

	Three months ended September 30,					Nine months ended September 30,
	Three months ended March 31,
	2024		2023		% Change	2024		2023		% Change
	2025		2024		% Change
	(dollars in thousands)
Cost of revenue
Operating expenses
Subscription and support	$	30,621	$	24,864	23.2%	$	86,493	$	74,080	16.8%
Research and development	$	53,780	$	45,495	18.2%
Professional services	13,050		13,491		(3.3)%	39,873		42,297		(5.7)%
Sales and marketing	101,671		82,633		23.0%
Total cost of revenue	$	43,671	$	38,355	13.9%	$	126,366	$	116,377	8.6%
General and administrative	27,237		24,299		12.1%
Total operating expenses	$	182,688	$	152,427	19.9%

Cost of revenue increased $5.3 million during the three months ended September 30, 2024 compared to the same quarter a year ago. Subscription and support cost of revenue increased $5.8 million due primarily to $3.5 million in higher cash-based compensation and benefits costs and $0.9 million of additional stock-based compensation. The increase in compensation was primarily driven by a modest increase in employee headcount. Amortization of acquired intangible assets for Sustain.Life was $0.6 million. Professional services cost of revenue decreased $0.4 million due primarily to a $0.5 million decrease in cash-based compensation and benefits costs. The decrease was primarily driven by a decrease in employee headcount as we continue to transition consulting and other services to our partners.

Cost of revenue increased $10.0 million during the nine months ended September 30, 2024 compared to the same period a year ago. Subscription and support cost of revenue increased $12.4 million due primarily to $8.4 million in higher cash-based compensation and benefits costs, $2.0 million of additional stock-based compensation, and a $0.5 million increase in travel expense. The increase in compensation was primarily driven by a modest increase in employee headcount. The increase in travel expense was primarily due to a general increase in travel driven by an increase in employee headcount. Amortization of acquired intangible assets for Sustain.Life was $0.6 million. Professional services cost of revenue decreased $2.4 million due primarily to a $2.1 million decrease in cash-based compensation and benefits costs and a $0.7 million decrease in professional service fees. The decrease was primarily driven by a decrease in employee headcount and staff augmentation as we continue to transition consulting and other services to our partners.

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	Three months ended September 30,					Nine months ended September 30,
	2024		2023		% Change	2024		2023		% Change
	(dollars in thousands)
Operating expenses
Research and development	$	48,425	$	41,747	16.0%	$	142,328	$	130,235	9.3%
Sales and marketing	89,756		72,576		23.7%	257,086		215,168		19.5%
General and administrative	25,551		21,022		21.5%	76,225		86,660		(12.0)%
Total operating expenses	$	163,732	$	135,345	21.0%	$	475,639	$	432,063	10.1%

Research and Development

Research and development expenses increased $68.73 million during the three months ended ~~September~~March 3031, ~~2024~~2025 compared to the same quarter a year ago due primarily to $45.04 million in higher cash-based compensation and benefits, $1.54 million of additional stock-based compensation, ~~and~~ a $1.0.7 million increase in professional service fees, and a $0.6 million increase in internal event costs. The increase in compensation was primarily driven by aan ~~modest~~ increase in employee headcount. The increase in professional service fees resulted primarily from our continued investment in and support of our platform and solutions. The increase in internal event costs relate to our annual research and development event which spanned the first quarter and second quarter of 2025 but was held in the second quarter of 2024.

Research and development expenses increased $12.1 million during the nine months ended September 30, 2024 compared to the same period a year ago due primarily to $8.1 million in higher cash-based compensation and benefits, $1.8 million of additional stock-based compensation, and a $2.1 million increase in professional service fees. The remaining increase in compensation was primarily driven by a modest increase in employee headcount. The increase in professional service fees resulted primarily from our continued investment in and support of our platform and solutions.28

Sales and Marketing

Sales and marketing expenses increased $17.2 million during the three months ended September 30, 2024 compared to the same quarter a year ago due primarily to $8.0 million in higher cash-based compensation and benefits, $2.8 million of additional stock-based compensation, a $1.9 million increase in travel expense, a $1.7 million increase in professional service fees, and a $2.5 million increase in marketing and advertising. During the third quarter of 2024 we recognized an additional $1.8 million in cash-based and stock-based compensation pursuant to certain severance obligations. The remaining increase in compensation was primarily due to an increase in employee headcount as we continue to invest in our go-to-market activities. The increase in travel expense was primarily due to a general increase in travel driven by an increase in employee headcount and our continued investment in our go-to-market activities. The increases in professional service fees and marketing and advertising was the result of our continued investment in and support of our platform and solutions.

Sales and marketing expenses increased $41.9 million during the nine months ended September 30, 2024 compared to the same period a year ago due primarily to $24.3 million in higher cash-based compensation and benefits, $5.7 million of additional stock-based compensation, a $4.1 million increase in travel expense, a $3.6 million increase in professional service fees, and a $3.5 million increase in marketing and advertising. The increase in compensation was primarily due to an increase in employee headcount and sales commissions as we continue to invest in our go-to-market activities. The increase in travel expense was primarily due to a general increase in travel driven by an increase in employee headcount and our continued investment in our go-to-market activities. The increases in professional service fees and marketing and advertising were the result of our continued investment in and support of our platform and solutions.

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Sales and Marketing

Sales and marketing expenses increased $19.0 million during the three months ended March 31, 2025 compared to the same quarter a year ago due primarily to $13.2 million in higher cash-based compensation and benefits, $1.7 million of additional stock-based compensation, a $0.8 million increase in travel expense, a $1.2 million increase in internal event costs, a $1.0 million increase in marketing and advertising, and a $0.6 million increase in professional service fees. During the first quarter of 2025 we recognized an additional $0.7 million in cash-based and stock-based compensation pursuant to certain severance obligations. The increases in compensation, travel, internal event costs and marketing and advertising were primarily due to an increase in employee headcount and our continued investment in our go-to-market activities. The increase in professional service fees was the result of our continued investment in and support of our platform and solutions.

General and Administrative

General and administrative expenses increased $42.59 million during the three months ended ~~September~~March 3031, ~~2024~~2025 compared to the same quarter a year ago due primarily to a $01.94 million increase in cash-based compensation and benefits, $20.67 million of additional stock-based compensation, and a $0.83 million increase in ~~recruiting and~~ professional service fees. The increase in stock-based compensation was primarily due to ~~additional~~ performance-based restricted stock awards ~~issued to executives in the latter part of the first quarter of 2024~~ and changes in the assumptions associated with the attainment of company-specific performance targets. The remaining increase in compensation was due to a modest increase in employee headcount. ~~The increase in professional service fees was primarily due to costs incurred to acquire Sustain.Life.~~

Non-Operating Income (Expenses)

General and administrative expenses decreased $10.4 million during the nine months ended September 30, 2024 compared to the same period a year ago due primarily to a $12.2 million decrease in stock-based compensation partially offset by a $2.0 million increase in professional service fees. In addition, during the nine months ended September 30, 2023, we recorded a one-time benefit of $1.0 million related to a goods and services tax refund as well as one-time fees of $0.6 million related to the cancellation of certain events which did not recur in 2024. The decrease in compensation during the first nine months of 2024 is primarily due to the recognition of $1.4 million and $18.1 million in cash-based and stock-based compensation, respectively, pursuant to certain transition agreements with former executives during the first quarter of 2023 which did not recur in 2024, partially offset by a modest increase in employee headcount and an increase in performance-based restricted stock expense driven by additional performance-based restricted stock awards issued to executives in the latter part of the first quarter of 2024 and changes in the assumptions associated with the attainment of company-specific performance targets. The increase in professional service fees was primarily due to costs incurred to acquire Sustain.Life.


	Three months ended March 31,
	2025		2024		% Change

	(dollars in thousands)
Interest income	$	8,747	$	10,455	(16.3)%
Interest expense	(3,195)		(3,232)		(1.1)%
Other (expense) income, net	(233)		86		*

	Three months ended September 30,					Nine months ended September 30,
	2024		2023		% Change	2024		2023		% Change
	(dollars in thousands)
Interest income	$	9,298	$	7,294	27.5%	$	30,089	$	15,546	93.5%
Interest expense	(3,199)		(47,437)		(93.3)%	(9,668)		(50,437)		(80.8)%
Other expense, net	(350)		(71)		*	(309)		(1,450)		*

(*) Percentage is not meaningful.

Interest Income, Interest Expense, and Other (Expense) Income, Net

During the three months ended ~~September~~March 3031, ~~2024~~2025, interest income ~~increased~~decreased $21.07 million compared to the same quarter a year ago due primarily to ana ~~increase~~decrease in our investment balance, coupled with ~~higher~~lower interest rates. ~~During~~Interest ~~the~~expense ~~three~~remained ~~months~~relatively ~~ended~~flat September 30, 2023, we recorded a $45.1 million loss on induced conversion from the partial repurchase of our convertible senior notes due in 2026 (the "2026 Notes"), which did not recur in 2024 and contributed primarily to the decrease in interest expense compared to the same quarter a year ago. Other expense, net increased $0.3 million compared to the same quarter a year ago due primarily to losses on foreign currency transactions.

32Results of Operations for Fiscal 2024 Compared to 2023

For a comparison of our results of operations for the fiscal years ended December 31, 2024 and 2023, see "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 25, 2025.

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During the nine months ended September 30, 2024, interest income increased $14.5 million compared to the same period a year ago due primarily to an increase in our investment balance, facilitated by the issuance of our 2028 convertible notes (the "2028 Notes"), coupled with higher interest rates. During the nine months ended September 30, 2023, we recorded a $45.1 million loss on induced conversion from the partial repurchase of our 2026 Notes, which did not recur in 2024 and contributed primarily to the decrease in interest expense compared to the same period a year ago. Other expense, net decreased $1.1 million compared to the same period a year ago due primarily to gains on foreign currency transactions as well as losses on the sale of available-for-sale securities from the first nine months of 2023 which did not recur in 2024.

Results of Operations for Fiscal 2023 Compared to 2022

For a comparison of our results of operations for the fiscal years ended December 31, 2023 and 2022, see "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our annual report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 20, 2024.

Liquidity and Capital Resources

Overview of Sources and Uses of Cash

As of ~~September~~March 3031, ~~2024~~2025, our principal sources of liquidity were cash, cash equivalents and marketable securities totaling $~~776~~767.40 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 expect to continue to 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.

Convertible Debt

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 ~~September~~March 3031, ~~2024~~2025, we had outstanding debt relating to our 2026 Notes and 2028 Notes of $70.79 million and $~~693~~694.56 million, with corresponding maturity dates of August 15, 2026 and August 15, 2028, respectively.

Share Repurchase Plan

On July 30, 2024, our board of directors authorized a share repurchase ~~program~~plan for up to $100.0 million of our outstanding Class A common stock (the “2024 Repurchase Plan”). The repurchases may be made in the open market or through privately negotiated transactions, pursuant to Rule 10b5-1 trading plans or other available means, each in compliance with Rule 10b-18 under the Exchange Act. The timing, manner, price, and amount of the repurchase will be subject to the discretion of the Company’s management, and it may be suspended or discontinued at any time. As of ~~September~~March 3031, ~~2024~~2025, we have ~~not~~repurchased ~~made~~$40.1 ~~any~~million ~~repurchases~~of our Class A common stock under the 2024 Repurchase Plan.

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Cash Flows

	Three months ended September 30,				Nine months ended September 30,
	Three months ended March 31,
	2024		2023		2024		2023
	2025		2024
	(in thousands)
Cash flow provided by operating activities	$	18,906	$	14,991	$	43,736	$	46,533
Cash flow (used in) provided by operating activities	$	(7,358)	$	24,844
Cash flow used in investing activities	(49,629)		(109,026)		(58,496)		(182,044)
Cash flow (used in) provided by investing activities	(9,133)		17,448
Cash flow provided by financing activities	8,675		301,220		5,868		300,281
Cash flow used in financing activities	(45,012)		(1,325)
Net (decrease) increase in cash, cash equivalents, and restricted cash, net of impact of exchange rates	$	(1959,~~658~~614)	$	~~205~~39,~~946~~860	$	~~(7,967)~~	$	~~164,688~~

Operating Activities

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 of cloud infrastructure services.

~~Cash provided by operating activities of $18.9 million for the three months ended September~~ 30, 2024 consisted of a net loss of $17.0 million adjusted for non-cash charges of $28.5 million and net cash inflows of $7.4 million from changes in operating assets and liabilities. The change in operating assets and liabilities was primarily driven by an increase in deferred revenue which was due in part to an increase in large contracts signed in the period coupled with growth in our customer base. The increases in accounts receivable, other receivables, and accounts payable as well as the decrease in accrued expenses and other liabilities were attributable primarily to the timing of cash payments and collections.

Cash provided by operating activities of $15.0 million for the three months ended September 30, 2023 consisted of a net loss of $56.3 million adjusted for non-cash charges of $65.7 million and net cash inflows of $5.5 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. Customer growth and contract renewals for longer terms accounted for most of the increase in deferred revenue. Deferred costs decreased primarily due to the amortization of direct and incremental costs of obtaining a customer contract. The increases in accounts receivable, other receivables, and accrued expenses and other liabilities as well as the decreases in prepaid expenses and other assets were attributable primarily to the timing of our billings, cash collections, and cash payments.

Cash provided by operating activities of $43.7 million for the nine months ended September 30, 2024 consisted of a net loss of $46.2 million adjusted for non-cash charges of $75.9 million and net cash inflows of $14.0 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 primarily driven by an increase in deferred revenue which was due in part to multi-year prepaid customer contracts coupled with growth in our customer base. The increase in deferred costs was primarily due to growth in subscription bookings. The increases in accounts receivable, other assets, accounts payable, and accrued expenses and other liabilities as well as the decreases in other receivables and prepaid expenses were attributable primarily to the timing of our billings, cash collections, and cash payments.

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Cash ~~provided~~used byin operating activities of $467.54 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2025 consisted of a net loss of $~~123~~21.34 million adjusted for non-cash charges of $~~128~~29.96 million and net cash ~~inflows~~outflows of $4115.06 million from changes in operating assets and liabilities. ~~Customer~~The ~~growth~~change ~~accounted~~in ~~for~~operating ~~most~~assets ofand liabilities was primarily driven by a decrease in accrued expenses and other liabilities which was due in part to a reduction in accrued commissions as we experience higher bookings at year-end driving a reduction the ~~increase~~following quarter. The decrease in deferred revenue was driven by the deduction of bookings and timing of billings in the current period. Deferred costs decreased primarily due to ~~the~~ amortization of ~~direct and~~ incremental costs ofassociated with obtaining a customer ~~contract~~contracts. The ~~increases~~decreases in ~~other~~accounts ~~receivables,~~receivable ~~prepaid expenses,~~ and ~~accrued expenses and~~ other ~~liabilities~~receivables as well as the ~~decreases~~increases in accounts ~~receivable~~payable and ~~accounts~~prepaid ~~payable~~expenses and other were attributable primarily to the timing of ~~our billings,~~ cash ~~collections,~~payments and ~~cash payments~~collections.

Cash provided by operating activities of $24.8 million for the three months ended March 31, 2024 consisted of a net loss of $11.7 million adjusted for non-cash charges of $22.0 million and net cash inflows of $14.6 million from changes in operating assets and liabilities. The change in operating assets and liabilities was driven by a decrease in deferred revenue which was due in part to a reduction of multi-year prepaid customer contracts and timing of contract negotiations. The decreases in accounts receivable and accrued expenses and other liabilities as well as the increases in accounts payable and prepaid expenses were attributable primarily to the timing of our billings, cash collections, and cash payments.

Investing Activities

Cash used in investing activities of $499.61 million for the three months ended ~~September~~March 3031, ~~2024~~2025 consisted of $~~158~~103.50 million in purchases of marketable securities and $0.28 million ~~for~~in ~~the~~purchases ~~acquisition~~ of ~~Sustain.Life~~fixed assets partially offset by $~~109~~94.06 million from the maturities of marketable securities. Our capital expenditures were associated primarily with computer equipment in support of expanding our infrastructure and work force.

Cash ~~used~~provided inby investing activities of $~~109~~17.04 million for the three months ended ~~September~~March 3031, ~~2023~~2024 consisted of $~~145~~129.06 million infrom ~~purchases~~the maturities of marketable securities and $04.96 million infrom ~~purchases~~the sale of ~~fixed~~marketable ~~assets~~securities partially offset by $36116.96 million ~~from~~in ~~the~~purchases ~~maturities~~ of marketable securities. ~~Our capital expenditures were associated primarily with computer equipment in support of expanding our infrastructure and work force.~~

Cash used in investing activities of $58.5 million for the nine months ended September 30, 2024 consisted of $310.1 million in purchases of marketable securities, $98.1 million for the acquisition of Sustain.Life, and $0.6 million in purchases of fixed assets partially offset by $345.7 million from the maturities of marketable securities and $4.6 million from the sale of marketable securities. Our capital expenditures were associated primarily with computer equipment in support of expanding our infrastructure and work force.

Cash used in investing activities of $182.0 million for the nine months ended September 30, 2023 consisted of $322.0 million in purchases of marketable securities and $1.7 million in purchases of fixed assets partially offset by $65.1 million from the sale of marketable securities and $76.8 million from the maturities of marketable securities. Our capital expenditures were associated primarily with computer equipment in support of expanding our infrastructure and work force.

Financing Activities

Cash ~~provided~~used byin financing activities of $845.70 million for the three months ended ~~September~~March 3031, ~~2024~~2025 consisted of $640.7 1 million in ~~proceeds~~repurchases ~~from~~of ~~shares~~our ~~issued~~Class inA ~~connection~~common ~~with~~stock ~~our~~under ~~Employee~~the ~~Stock~~2024 ~~Purchase~~Repurchase Plan ~~("ESPP")~~ and $312.39 million in ~~proceeds~~taxes ~~from~~paid ~~option~~related ~~exercises~~to net share settlements of stock-based compensation awards partially offset by $17.25 million in ~~taxes~~proceeds ~~paid~~from ~~related~~shares toissued ~~net~~in ~~share~~connection ~~settlements~~with ofour ~~stock-based~~Employee ~~compensation~~Stock ~~awards~~Purchase Plan ("ESPP") and $0.6 million in proceeds from option exercises.

Cash ~~provided~~used byin financing activities of $~~301~~1.23 million for the three months ended ~~September~~March 3031, ~~2023~~2024 consisted of $~~691~~8.16 million in ~~proceeds~~taxes ~~from~~paid ~~the~~related ~~issuance~~to ofnet ~~the~~share ~~2028~~settlements ~~Notes,~~of ~~net~~stock-based ofcompensation ~~issuance~~awards ~~costs,~~partially offset by $7.01 million in proceeds from shares issued in connection with our ESPP, and $10.13 million in proceeds from option exercises ~~partially offset by $396~~.~~9 million paid for the partial repurchase of our 2026 Notes and $1.0 million in taxes paid related to net share settlements of stock-based compensation awards.~~

Cash provided by financing activities of $5.9 million for the nine months ended September 30, 2024 consisted of $13.8 million in proceeds from shares issued in connection with our ESPP and $3.9 million in proceeds from option exercises partially offset by $11.4 million in taxes paid related to net share settlements of stock-based compensation awards.

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Cash provided by financing activities of $300.3 million for the nine months ended September 30, 2023 consisted of $691.1 million in proceeds from the issuance of the 2028 Notes, net of issuance costs, $12.5 million in proceeds from shares issued in connection with our ESPP, and $3.3 million in proceeds from option exercises partially offset by $396.9 million paid for the partial repurchase of our 2026 Notes and $9.4 million in taxes paid related to net share settlements of stock-based compensation awards.

Contractual Obligations and Commitments

There were no material changes in our contractual obligations and commitments from those disclosed in the Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024 filed with the SEC on February 2025, ~~2024~~2025.

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Critical Accounting Policies and Estimates

Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, income taxes and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, 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, ~~2023~~2024 filed with the SEC on February 2025, ~~2024~~2025.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

For quantitative and qualitative disclosures about market risk, see “Item 7A., Quantitative and Qualitative Disclosures About Market Risk” of our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024. Our exposures to market risk have not changed materially since December 31, ~~2023~~2024.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q.

Based on such evaluation, our principal executive officer and principal financial officer have concluded that as of such date, our disclosure controls and procedures are designed to, and are effective to, provide assurance at a reasonable level that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

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Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

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Part II. Other Information

Item 1. Legal Proceedings

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 are not presently a party to any legal proceedings that in the opinion of our management, if determined adversely to us, would have a material adverse effect on our business, financial condition, operating results 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.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our ~~2023~~2024 Annual Report on Form 10-K, which could materially affect our business, financial condition or future results. There have been no material changes during fiscal year ~~2024~~2025 to the risk factors that were included in the Form 10-K~~, other than what is set forth immediately below~~.

Risks Related to Ownership of Our Securities

The amount and frequency of our share repurchases may fluctuate, and we cannot guarantee that we will fully consummate our share repurchase authorization, or that it will enhance long-term shareholder value. Share repurchases could also increase the volatility of the trading price of our stock and will diminish our cash reserves.

The amount, frequency and execution of our share repurchases pursuant to the 2024 Repurchase Plan may fluctuate based on our operating results, cash flows, 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 $100.0 million of our outstanding Class A common stock, the authorization does not obligate us to repurchase any common stock, and we may not ultimately purchase any common stock.

We cannot guarantee that our share repurchase authorization pursuant to the 2024 Repurchase Plan will be fully consummated or that it will enhance long-term shareholder value. The repurchase authorization could affect the trading price of our stock and increase volatility. Price volatility may cause the average price at which we repurchase our common stock in a given period to exceed the common stock’s price at a given point in time. There can be no assurance that the time frame for repurchases under our 2024 Repurchase Plan or that any repurchases will have a positive impact on our stock price or earnings per share. Important factors that could cause us to discontinue or decrease our stock repurchases include, among others, unfavorable market conditions, the market price of our common stock, the nature of other investment or strategic opportunities presented to us from time to time and the availability of funds necessary to fulfill such repurchases.

Item 2. Unregistered Sales of Securities and Use of Proceeds

Sales of Unregistered Securities

Not applicable.

Issuer Purchases of Equity Securities

~~None~~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.

38The following table summarizes the share repurchase activity for the three months ended March 31, 2025 (in thousands, except share and per share data):

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	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value that May Yet Be Purchased Under the Plans or Programs
January 1, 2025 to January 31, 2025	—	$	—	—	$	100,000
February 1, 2025 to February 28, 2025	32,895	$	85.62	32,895	$	97,183
March 1, 2025 to March 31, 2025	428,656	$	87.00	428,656	$	59,891
Total	461,551			461,551

Item 5. Other Information

Director and Officer Trading Arrangements

During the three months ended ~~September~~March 3031, ~~2024~~2025, no director or officer of the Company adopted, modified or terminated 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.

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Item 6. Exhibits

The following exhibits are being filed herewith or incorporated by reference herein:

ExhibitNumber						Description
2.1						Agreement and Plan of Merger, dated as of June 17, 2024, by and among the Company, Sustain, Merger Sub and Sellers Representative, incorporated by reference from Exhibit 2.1 to the Company's Current Report on Form 8-K filed on June 17, 2024.
31.1						Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2						Certification of the Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1						Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2						Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101						The following financial information from Workiva Inc.'s Quarterly Report on Form 10-Q for the quarter ended ~~September~~March 3031, ~~2024~~2025 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Loss, (iv) the Consolidated Statements of Changes in Stockholders ~~Equity (~~Deficit), (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Condensed Consolidated Financial Statements.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this ~~6th~~1st day of ~~November~~May, ~~2024~~2025.


WORKIVA INC.

By:			/s/ Julie Iskow
Name:			Julie Iskow
Title:			President and Chief Executive Officer

By:			/s/ Jill Klindt
Name:			Jill Klindt
Title:			Executive Vice President, Chief Financial Officer and Treasurer

S-1

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