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Workday (WDAY) CEO reports share withholding and family trust sale

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

Rhea-AI Filing Summary

Workday CEO Carl Eschenbach reported insider share activity involving tax withholding and a family trust sale. On January 5, 2026, the company withheld 3,927 shares of Class A Common Stock at $205.79 per share to cover taxes due on vesting restricted stock units (RSUs) and performance RSUs. After this, he beneficially owned 634,211 shares, including 225,115 RSUs and 178,812 PRSUs that each settle into one share upon vesting.

On the same date, the Eschenbach Family Trust, for which Carl and Ana Eschenbach serve as trustees and beneficiaries, sold 3,125 Class A shares at $210 per share under a pre-established Rule 10b5-1 trading plan dated October 6, 2025, leaving 17,097 shares held indirectly through the trust.

Positive

  • None.

Negative

  • None.
Insider Eschenbach Carl M.
Role CEO
Sold 3,125 shs ($656K)
Type Security Shares Price Value
Tax Withholding Class A Common Stock 3,927 $205.79 $808K
Sale Class A Common Stock 3,125 $210.00 $656K
Holdings After Transaction: Class A Common Stock — 634,211 shares (Direct); Class A Common Stock — 17,097 shares (Indirect, Eschenbach Family Trust dtd 4/15/2014, Carl Eschenbach Jr and Ana Eschenbach TTEE)
Footnotes (1)
  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). Includes 225,115 RSUs and 178,812 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. This sale was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Eschenbach Family Trust dated October 6, 2025. The trust is in the name of the Reporting Person and his spouse, who are both trustees and beneficiaries of the trust.
Form 4 Insider Transactions: What Each Field Means →
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).
X
 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)
01/05/2026
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 01/05/2026 F 3,927(1) D $205.79 634,211(2) D
Class A Common Stock 01/05/2026 S 3,125(3) D $210 17,097 I Eschenbach Family Trust dtd 4/15/2014, Carl Eschenbach Jr and Ana Eschenbach TTEE(4)
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 225,115 RSUs and 178,812 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. This sale was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Eschenbach Family Trust dated October 6, 2025.
4. 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 01/07/2026
** 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

FAQ

What insider transactions did Workday (WDAY) report for CEO Carl Eschenbach?

The filing shows tax-related withholding of 3,927 Class A shares at $205.79 per share and a separate sale of 3,125 Class A shares at $210 per share by the Eschenbach Family Trust.

How many Workday (WDAY) shares does Carl Eschenbach beneficially own after these transactions?

Following the reported transactions, Carl Eschenbach beneficially owns 634,211 shares of Workday Class A Common Stock, including 225,115 RSUs and 178,812 PRSUs that can each settle into one share upon vesting.

Was the Workday (WDAY) insider sale made under a Rule 10b5-1 plan?

Yes. The 3,125-share sale at $210 per share was executed by the Eschenbach Family Trust under a Rule 10b5-1 trading plan dated October 6, 2025.

Who executed the 3,125-share sale reported in the Workday (WDAY) Form 4?

The 3,125 Class A shares were sold by the Eschenbach Family Trust dtd 4/15/2014, for which Carl and Ana Eschenbach are trustees and beneficiaries, and are reported as indirectly owned.

Why were 3,927 Workday (WDAY) shares withheld from Carl Eschenbach?

The 3,927 shares were withheld by Workday to satisfy tax withholding obligations related to the vesting of RSUs and PRSUs held by Carl Eschenbach.

What portion of Carl Eschenbach’s Workday (WDAY) holdings consists of RSUs and PRSUs?

His reported holdings include 225,115 RSUs and 178,812 PRSUs, each granting the right to receive one share of Class A Common Stock upon settlement, subject to continued service and vesting conditions.

How many Workday (WDAY) shares remain in the Eschenbach Family Trust after the sale?

After the 3,125-share sale, the Form 4 reports 17,097 Class A shares indirectly owned through the Eschenbach Family Trust.