WDAY: Aneel Bhusri RSU withholding of 8,486 shares, 165,121 RSUs remain
Rhea-AI Filing Summary
Aneel Bhusri, Executive Chair and director of Workday, Inc. (WDAY), reported changes in beneficial ownership tied to vested restricted stock units and existing convertible Class B shares. The filing shows 8,486 shares were surrendered to satisfy a tax withholding obligation related to RSU vesting at a price of $236.48. The report also discloses remaining holdings that include 165,121 RSUs that convert one-for-one into Class A shares upon settlement and a large block of Class B shares that are convertible into Class A on specified triggers. After the transactions, the filing records substantial beneficial ownership measured in both Class A and Class B common stock, with certain shares held indirectly for a minor child.
Positive
- Retention of significant holdings via large Class B convertible position preserving voting alignment
- 165,121 RSUs remain outstanding, aligning executive compensation with long-term service and performance
- Disposition was tax-related (shares withheld to satisfy withholding), consistent with routine RSU settlement
Negative
- 8,486 shares withheld to satisfy taxes, reducing direct share count held by the reporting person
- Outstanding RSU dilution: 165,121 RSUs will convert to Class A shares upon settlement, increasing share count
Insights
Small tax-withholding disposition; substantial founder-style voting stake remains.
The reported 8,486 share disposition was used to satisfy tax withholding on vested RSUs, an administrative action that does not necessarily indicate active selling for cash. The filing also confirms 165,121 outstanding RSUs that will convert into Class A shares upon settlement, preserving future share issuance tied to compensation.
Significant remaining holdings appear through Class B shares that are convertible into Class A shares under defined conditions; these preserve concentrated voting influence until conversion events occur. Monitor future RSU vesting schedules and any large open-market sales for changes in control or voting dilution over the next 12–36 months.
RSU vesting and withholding reported; confirms ongoing equity-based compensation.
The explanation explicitly states that the 8,486 shares withheld satisfy tax obligations from RSU vesting and that all RSU grants are conditioned on continued service. This reflects routine executive compensation settlement mechanics rather than a discretionary cash sale.
Investors should note the 165,121 RSUs remain outstanding and will dilute on settlement; the timing depends on vesting conditions. Watch vesting dates and any planned Rule 10b5-1 plans that could change the pace of future dispositions within the next year.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Class A Common Stock | 8,486 | $236.48 | $2.01M |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
Footnotes (1)
- Represents shares withheld by the Issuer to satisfy the tax withholding obligation in connection with the vesting of restricted stock units (RSUs). Includes 165,121 restricted stock units (RSUs), 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. Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in, and transfers to any "permitted transferee" as defined in, the Issuer's restated certificate of incorporation in effect as of the date hereof. The shares of Class B Common Stock have no expiration date. All shares of Class A and Class B Common Stock will convert automatically into shares of a single class of Common Stock upon the earliest to occur of the following: (a) upon the election by the holders of a majority of the then outstanding shares of Class B Common Stock, (b) the date when the number of outstanding shares of Class B Common Stock represents less than 9% of all outstanding shares of Class A and Class B Common Stock, (c) October 11, 2032 or (d) nine (9) months after the death of the later to die of David A. Duffield and Aneel Bhusri. The shares of Class A and Class B Common Stock have no expiration date.
