Large equity grants boost Workday (WDAY) CEO Aneel Bhusri’s share holdings

Rhea-AI Filing Summary

Workday, Inc. CEO Aneel Bhusri reported equity awards that increase his direct holdings in the company. On March 5, 2026 he received 547,003 performance rights and a grant of 437,602 restricted stock units (RSUs), each at an award price of $0.00 per share.

The 437,602 RSUs will vest 25% on March 5, 2027 and then quarterly, subject to his continued service. The performance-based RSUs are split into four tranches tied to stock-price performance over a five-year period and then vest in 20 quarterly installments for each achieved tranche.

After these transactions, Bhusri directly holds 1,025,523 shares of Class A Common Stock, including RSUs and PSUs, and 8,126,443 shares of Class B Common Stock, plus an additional 5,000 Class B shares held indirectly through a minor child. Class B shares are convertible into Class A on a one-for-one basis and are subject to automatic conversion into a single class of common stock upon specified future events.

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

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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)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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	03/05/2026		A		437,602	A	$0	1,025,523(1)	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
Performance Rights	(2)	03/05/2026		A		547,003		(2)	(2)	Class A Common Stock	547,003	$0	547,003	D
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. Includes 585,613 restricted stock units (RSUs) and 9,182 performance stock units (PSUs), each of which entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, including 437,602 RSUs with a grant date of March 5, 2026, which will vest as to 25% of the underlying shares on March 5, 2027 and then quarterly thereafter. All grants are subject to the Reporting Person's continued service with the Issuer on the applicable vesting dates.

2. Reflects shares of Class A Common Stock subject to performance-based RSUs (PVUs) that are divided into four tranches, with each tranche representing the Reporting Person's right to acquire 1/4 of the maximum shares subject to the award. Each PVU represents a contingent right to receive one share of Class A Common Stock. The PVUs shall vest subject to the achievement of certain performance metrics based on the Issuer's stock price over a five-year performance period. Subject to the achievement of the performance metrics applicable to each tranche and to the Reporting Person's continued service with the Issuer on the applicable vesting dates, the shares subject to an achieved tranche shall vest as to 1/20 of such tranche's shares on each of the 20 quarterly anniversaries of 03/05/2026.

3. 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.

4. 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.

Remarks:

	/s/ Juliana Capata, attorney-in-fact	03/09/2026
	** 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).
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FAQ

What equity awards did Workday (WDAY) CEO Aneel Bhusri receive on March 5, 2026?

Aneel Bhusri received 547,003 performance rights and 437,602 restricted stock units (RSUs) of Workday Class A Common Stock on March 5, 2026, each with an award price of $0.00 per share, as part of his equity compensation.

How do the new RSUs granted to Workday (WDAY) CEO Aneel Bhusri vest?

The 437,602 RSUs granted to Aneel Bhusri vest as to 25% of the shares on March 5, 2027, with the remaining shares vesting quarterly thereafter, conditioned on his continued service with Workday on each applicable vesting date.

What are the performance-based RSUs (PVUs) reported for Workday (WDAY) CEO Aneel Bhusri?

Bhusris performance-based RSUs, or PVUs, are divided into four tranches, each covering one-quarter of the maximum shares. They vest based on stock-price performance over five years, then each achieved tranche vests in 20 quarterly installments, subject to continued service.

What are Aneel Bhusris Workday (WDAY) Class A and Class B share holdings after these transactions?

After the reported transactions, Aneel Bhusri directly holds 1,025,523 shares of Class A Common Stock and 8,126,443 shares of Class B Common Stock, plus 5,000 Class B shares held indirectly through a minor child, reflecting his combined economic stake.

How can Workday (WDAY) Class B Common Stock held by Aneel Bhusri convert into Class A shares?

Each share of Class B Common Stock is convertible at any time, at the holders option, into one share of Class A Common Stock. Class B shares also automatically convert into Class A upon most transfers, subject to certain permitted transfer exceptions.

When will Workday (WDAY) Class A and Class B shares automatically convert into a single class of common stock?

All Class A and Class B shares will automatically convert into a single class of common stock upon certain events, including when Class B falls below 9% of total outstanding A and B shares or on October 11, 2032, among other specified triggers.