UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 11, 2018

Workday, Inc.(Exact Name of the Registrant as Specified in Its Charter)

Delaware(State or Other Jurisdiction of Incorporation)

001-35680 20-2480422(CommissionFile Number)

(IRS EmployerIdentification No.)

6110 Stoneridge Mall Road, Pleasanton, California 94588(Address of Principal Executive Offices) (Zip Code)

(925) 951-9000(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the followingprovisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

Merger Agreement

On June 11, 2018, Workday, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company,Armadillo Acquisition Sub, Inc., a wholly-owned subsidiary of the Company (the “Merger Sub”) and Adaptive Insights, Inc. (“Adaptive Insights”), pursuantto which the Company would acquire all of the outstanding capital stock of Adaptive Insights through a merger of Merger Sub with and into AdaptiveInsights, with Adaptive Insights surviving the merger as a wholly-owned subsidiary of the Company (the “Merger”).

The aggregate consideration payable in exchange for all of the outstanding equity interests of Adaptive Insights is approximately $1.55 billion (the “MergerConsideration”), consisting of cash payments to holders of shares of Adaptive Insight’s capital stock, vested stock options and warrants and the assumptionby the Company of unvested stock options and unvested restricted stock units held by Adaptive Insight employees, worth approximately $150 million inaggregate. The Company will also issue new restricted stock unit awards worth approximately $50 million to certain continuing employees.

The Merger Agreement contains representations, warranties and covenants of the Company, Adaptive Insights and the Merger Sub that are customary for atransaction of this nature. Completion of the Merger will be subject to the satisfaction or waiver of customary closing conditions, including the expiration ofthe waiting period or receipt of approvals under the Hart-Scott-Rodino Act and other applicable antitrust laws. The consummation of the Merger is notsubject to a financing condition.

Item 8.01 Other Events

On June 11, 2018, the Company and Adaptive Insights issued a press release announcing the entry into the Merger Agreement. A copy of that press release isattached hereto as Exhibit 99.1.

Forward-Looking Statements

This report contains “forward-looking statements” relating to the acquisition of Adaptive Insights by the Company and the Merger Sub. All statements otherthan historical facts included in this report, including, but not limited to, statements regarding the timing and the closing of the transaction, the expectedbenefits of the Merger, prospective performance and future business plans, and any assumptions underlying any of the foregoing, are forward-lookingstatements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or unknown, or unknown risks oruncertainties materialize, actual results could vary materially from the parties’ expectations and projections. Risks and uncertainties include, among otherthings: uncertainties regarding the timing of the closing of the Merger; the possibility that various closing conditions to the Merger may not be satisfied orwaived; that there is a material adverse change to Adaptive Insights; the outcome of any legal proceedings that may be instituted with respect to thetransaction; that the integration of Adaptive Insights’ business into the Company is not as successful as expected; the failure to achieve the expected benefitsof the Merger; the failure of the Company to achieve the expected financial and commercial results from the Merger; negative effects of the announcement orthe consummation of the transaction on Workday’s business operations, operating results or share price; other business effects, including effects of industry,economic or political conditions outside either company’s control; transaction costs; actual or contingent liabilities; as well as other cautionary statementscontained elsewhere herein and in the Company’s periodic and other reports filed with the SEC including the factors set forth in the Company’s most recentannual reports on Form 10-K and quarterly reports on Form 10-Q and in Adaptive Insights’ registration statement on Form S-1, as amended. These forward-looking statements reflect the Company’s expectations as of the date of this report. The Company undertakes no obligation to update the informationprovided herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. Exhibit No. Description

99.1 Press Release dated June 11, 2018

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersignedhereunto duly authorized. Dated: June 11, 2018 WORKDAY, INC.

By: /s/ James P. Shaughnessy Name: James P. Shaughnessy Title: Senior Vice President, General Counsel and Secretary

Exhibit 99.1

Workday Announces Acquisition of Adaptive Insights

Combination of Two Leaders to Provide Customers with Leading Cloud System to Accelerate Finance and Business Transformation

Adaptive Insights to Power Financial Planning for Workday

PLEASANTON and PALO ALTO, Calif., June 11, 2018 — Workday, Inc. (NASDAQ:WDAY), a leader in enterprise cloud applications for finance andhuman resources, and Adaptive Insights, a leading cloud-based platform for modernizing business planning, have signed a definitive agreement under whichWorkday will acquire all of the outstanding shares of Adaptive Insights for approximately $1.55 billion including the assumption of approximately$150 million in unvested equity issued to Adaptive Insights employees.

Comments on the News

“Adaptive Insights is an industry leader with its Business Planning Cloud platform, and together with Workday, we will help customers accelerate theirfinance transformation in the cloud,” said Aneel Bhusri, Co-Founder and CEO, Workday. “I am excited to welcome the Adaptive Insights team to Workdayand look forward to coming together to continue delivering industry-leading products that equip finance organizations to make even faster, better businessdecisions to adapt to change and to drive growth.”

“Joining forces with Workday accelerates our vision to drive holistic business planning and digital transformation for our customers,” said Tom Bogan, CEO,Adaptive Insights. “Most importantly, both Adaptive Insights and Workday have an employee-first and customer-centric approach to developing enterprisesoftware that will only increase the power of the combined companies.”

Driving Finance Transformation Together

Today’s dynamic business environment requires leaders across an organization to continuously collaborate on planning to adapt to business changes whiledriving growth and performance.

To further empower organizations to leverage next-generation planning as their strategic advantage, Workday intends to combine the Adaptive InsightsBusiness Planning Cloud – used by thousands of customers of all sizes around the world – with its leading suite of applications for finance and HR. Together,Workday and Adaptive Insights will enable customers to better plan, execute, and analyze across the enterprise all in one system – the leading cloud platformto drive their financial and business transformations.

Adaptive Insights will continue to be led by CEO Tom Bogan, reporting to Aneel Bhusri. Under their leadership, Workday will further power its financialplanning products with Adaptive Insights Business Planning Cloud, while continuing the current roadmap and strategy for its workforce planning products.

Details Regarding Proposed Acquisition of Adaptive Insights

Under the terms of the definitive agreement, Workday will acquire all of the outstanding shares of Adaptive Insights for approximately $1.55 billionincluding the assumption of approximately $150 million in unvested equity issued to Adaptive Insights employees. The transaction is expected to close inthe third quarter of Workday’s fiscal year 2019, ending October 31, 2018, subject to the satisfaction of customary closing conditions. Workday expects tofund the consideration with cash from its balance sheet.

Allen & Company LLC is serving as exclusive financial advisor to Workday, and Fenwick & West LLP is serving as its legal advisor. Morgan Stanley & Co.LLC is acting as financial advisor to Adaptive Insights, and Cooley LLP is serving as its legal advisor.

Management Conference Call

Workday and Adaptive Insights will host a conference call to discuss this transaction at 6:00 a.m. PT / 9:00 a.m. ET on June 11, 2018. A live dial-in isavailable domestically at (833) 261-9369 and internationally at (352) 672-9806, passcode 7793755. A live audiocast of the event will be available on theWorkday Investor Relations site. A replay will be available at (855) 859-2056 or (404) 537-3406 until 12:00 a.m. PT / 3:00 a.m. ET on September 10, 2018.

Additional Information

• Please visit the Workday Blog for additional perspective and an FAQ from Workday Chief Products Officer Petros Dermetzis

• Please visit the Adaptive Insights Blog for additional perspective from Adaptive Insights Founder Rob Hull

About Workday

Workday is a leading provider of enterprise cloud applications for finance and human resources. Founded in 2005, Workday delivers financial management,human capital management, and analytics applications designed for the world’s largest companies, educational institutions, and government agencies.Organizations ranging from medium-sized businesses to Fortune 50 enterprises have selected Workday.

About Adaptive Insights

Adaptive Insights powers a new generation of business planning, transforming the planning process into a strategic advantage for more than 3,800organizations around the world with powerful modeling that’s easy for everybody who plans. The Adaptive Insights Business Planning Cloud platformenables organizations of all sizes to adapt to changing business conditions with confidence and agility. Adaptive Insights is headquartered in Palo Alto, CA.

Forward-Looking Statements

This press release contains forward-looking statements related to Workday, Adaptive Insights, and the acquisition of Adaptive Insights by Workday that aresubject to risks, uncertainties, and assumptions. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the resultsimplied by these forward-looking statements. Forward-looking statements in this communication include, among other things, statements about the potentialbenefits and effects of the proposed transaction, Workday’s plans, objectives, expectations and intentions, and the anticipated timing of closing of theproposed transaction. Risks include, but are not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all; (ii) failure toachieve the expected benefits of the transaction; (iii) Workday’s ability to implement its plans, objectives and other expectations with respect to AdaptiveInsights’ business; (iv) negative effects of the announcement or the consummation of the transaction on Workday’s business operations, operating results orshare price; (v) significant transaction costs; (vi) unknown liabilities; (vii) breaches in our security measures, unauthorized access to our customers’ data ordisruptions in our data center operations; (vii) our ability to manage our growth effectively; (ix) competitive factors, including pricing pressures, industryconsolidation, entry of new competitors and new applications, and marketing initiatives by our competitors; (x) the development of the market for enterprisecloud services; (xi) acceptance of our applications and services by customers; (xi) adverse changes in general economic or market conditions; (xii) delays orreductions in information technology spending; (xiv) changes in sales, which may not be immediately reflected in our results due to our subscription model,and (xv). additional risks included in our filings with the Securities and Exchange Commission (SEC), including our Form 10-Q for the fiscal quarter endedApril 30, 2018 and our future reports that we may file with the SEC from time to time, which could cause actual results to vary from expectations. Workdayassumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this release.

Any unreleased services, features, or functions referenced in this document, our website, or other press releases or public statements that are not currentlyavailable are subject to change at Workday’s discretion and may not be delivered as planned or at all. Customers who purchase Workday services shouldmake their purchase decisions based upon services, features, and functions that are currently available.

© 2018. Workday, Inc. All rights reserved. Workday and the Workday logo are registered trademarks of Workday, Inc. All other brand and product names aretrademarks or registered trademarks of their respective holders.