[Form 4] Workday, Inc. Insider Trading Activity

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

Corporate Governance Expert

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.

Compensation & Executive Affairs Expert

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.

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
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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^*

BHUSRI ANEEL

(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)
	Executive Chair

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		8,486(1)	D	$236.48	586,591(2)	D

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
Class B Common Stock	(3)(4)							(3)(4)	(3)(4)	Class A Common Stock	8,126,443		8,126,443	D
Class B Common Stock	(3)(4)							(3)(4)	(3)(4)	Class A Common Stock	5,000		5,000	I	By Minor Child

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).

2. 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.

3. 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.

4. 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.

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).
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FAQ

What did Aneel Bhusri report on Form 4 for WDAY?

The filing reports that 8,486 shares were withheld to satisfy tax withholding on vested RSUs and discloses remaining beneficial holdings, including 165,121 outstanding RSUs.

How many RSUs does Aneel Bhusri still hold that will convert to Class A shares?

165,121 RSUs are reported as outstanding, each entitling the holder to one share of Class A Common Stock upon settlement.

At what price were the withheld shares recorded?

$236.48 per share is listed as the price associated with the withheld shares used to satisfy tax withholding.

Does the filing show convertible Class B shares for Aneel Bhusri?

Yes. The filing explains Class B Common Stock is convertible into Class A Common Stock under specified conditions and that a large block of Class B-related economic interest is reported.

Were any shares reported as held indirectly?

Yes. The filing notes 5,000 Class A shares are held indirectly by a minor child, and other indirect holdings are disclosed.