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  4. [Form 4] Workday, Inc. Insider Trading Activity

WDAY insider tax-withholding: 4,571 shares withheld; 650,865 owned

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Carl M. Eschenbach, CEO and director of Workday, Inc. (WDAY), reported a sale of $236.48-priced shares tied to equity vesting and tax withholding. On 10/05/2025 the reporting form shows 4,571 shares disposed of at $236.48 per share; the Form 4 was signed on 10/07/2025. Following the transaction the reporting person beneficially owns 650,865 shares of Class A common stock, which include 249,936 RSUs and 188,934 PRSUs that convert to one share each on settlement and are subject to continued service-based vesting. An additional 20,222 shares are held indirectly in a family trust for which the reporting person and spouse are trustees and beneficiaries. The filing states the 4,571 shares were withheld by the issuer to satisfy tax withholding upon RSU/PRSU vesting.

Positive

  • Substantial retained ownership: Reporting person beneficially owns 650,865 shares after the transaction
  • Clear disclosure: Filing states the 4,571 shares were withheld to satisfy tax withholding on RSU/PRSU vesting

Negative

  • Large unvested equity pool: 249,936 RSUs and 188,934 PRSUs remain subject to future vesting, which may lead to additional dilution on settlement
  • Minor immediate disposal: 4,571 shares were disposed of (withheld) on 10/05/2025, reducing fully vested share count

Insights

Insider sold vested equity and disclosed holdings; ownership remains significant.

The transaction is recorded as a withholding to satisfy taxes on vested RSUs/PRSUs rather than an open-market sale, which is a routine administrative step following equity vesting. The reporting person still directly and indirectly controls 650,865 shares, preserving substantial economic exposure.

Monitor forthcoming vesting schedules and any future open-market sales for potential changes in insider ownership; vesting-driven withholdings commonly recur around compensation dates.

Sale size aligns with tax-withholding from equity compensation, not discretionary divestiture.

The Form 4 explains that 4,571 shares were withheld to satisfy tax obligations arising from RSU/PRSU settlement. The filing also discloses 249,936 RSUs and 188,934 PRSUs that remain outstanding and convert one-for-one on settlement, contingent on continued service.

Investors can track the vesting and settlement dates for these grants to anticipate similar withholding events; such events typically occur on grant-specific vesting dates within the next compensation cycle.

Insider Eschenbach Carl M.
Role CEO
Type Security Shares Price Value
Exercise Price or Tax Liability Class A Common Stock 4,571 $236.48 $1.08M
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 650,865 shares (Direct); Class A Common Stock — 20,222 shares (Indirect, Eschenbach Family Trust dtd 4/15/2014, Carl Eschenbach Jr and Ana Eschenbach TTEE)
Footnotes (3)
  1. F1. Represents shares withheld by the Issuer to satisfy the tax withholding obligation in connection with the vesting of restricted stock units (RSUs) and performance restricted stock units (PRSUs).
  2. F2. Includes 249,936 RSUs and 188,934 PRSUs, each of which entitle the Reporting Person to receive one share of Class A Common Stock upon settlement. All grants are subject to the Reporting Person's continued service with the Issuer on the applicable vesting dates.
  3. F3. The trust is in the name of the Reporting Person and his spouse, who are both trustees and beneficiaries of the trust.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What did Carl Eschenbach report on Form 4 for WDAY?
The Form 4 reports that Carl M. Eschenbach had 4,571 shares withheld at $236.48 per share on 10/05/2025 to satisfy tax withholding related to RSU/PRSU vesting.

How many Workday (WDAY) shares does the reporting person own after the transaction?
Following the reported transaction the reporting person beneficially owns 650,865 shares of Class A common stock.

How many RSUs and PRSUs are included in the reported holdings?
The reported holdings include 249,936 RSUs and 188,934 PRSUs, each entitled to one share on settlement and subject to continued service-based vesting.

Were any shares held indirectly by a trust?
Yes. The filing shows 20,222 shares held indirectly through the Eschenbach Family Trust dated 4/15/2014, with the reporting person and spouse as trustees and beneficiaries.

Was this transaction an open-market sale or withholding for taxes?
The Form 4 explains the 4,571 shares were withheld by the issuer to satisfy tax withholding obligations from vested RSUs/PRSUs, not an open-market sale.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Eschenbach Carl M.
(Last) (First) (Middle)
C/O WORKDAY, INC.
6110 STONERIDGE MALL ROAD
(Street)
PLEASANTON CA 94588
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Workday, Inc. [ WDAY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO
3. Date of Earliest Transaction (Month/Day/Year)
10/05/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 10/05/2025 F 4,571(1) D $236.48 650,865(2) D
Class A Common Stock 20,222 I Eschenbach Family Trust dtd 4/15/2014, Carl Eschenbach Jr and Ana Eschenbach TTEE(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents shares withheld by the Issuer to satisfy the tax withholding obligation in connection with the vesting of restricted stock units (RSUs) and performance restricted stock units (PRSUs).
2. Includes 249,936 RSUs and 188,934 PRSUs, each of which entitle the Reporting Person to receive one share of Class A Common Stock upon settlement. All grants are subject to the Reporting Person's continued service with the Issuer on the applicable vesting dates.
3. The trust is in the name of the Reporting Person and his spouse, who are both trustees and beneficiaries of the trust.
Remarks:
/s/ Juliana Capata, attorney-in-fact 10/07/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR