WDAY insider disposes of 655,436 shares under 10b5-1 plan

Rhea-AI Filing Summary

Carl M. Eschenbach, Workday, Inc. (WDAY) director and CEO, reported multiple disposals of Class A common stock on 10/01/2025 that were executed by the Eschenbach Family Trust under a previously adopted Rule 10b5-1 trading plan. The Form 4 shows specific block sales at weighted average prices ranging from $232.01 to $241.68, and an aggregate line item reporting 655,436 shares disposed.

The filing states the Reporting Person transferred shares into the Trust on several dates in 2025 and that the Trust — of which the reporting person and his spouse are trustees and beneficiaries — sold shares per the plan. The Form 4 also discloses remaining indirect and direct beneficial holdings, and that outstanding equity awards (RSUs and PRSUs) total 448,087 underlying shares noted in the footnotes.

Positive

• Sales executed under a Rule 10b5-1 trading plan, indicating pre‑planned transactions
• Disclosure of weighted‑average price ranges for each sale series, enabling price transparency

Negative

• Reported disposal of 655,436 Class A shares, a sizable insider sale reported on 10/01/2025
• Shares transferred into the Eschenbach Family Trust and sold, reducing the Reporting Person's indirect holdings

Insights

Corporate Governance Expert

Insider sales were pre-planned under a Rule 10b5-1 plan; sales were sizable.

The Form 4 confirms the sales on 10/01/2025 were effected by the Eschenbach Family Trust pursuant to a 10b5-1 plan adopted on 10/07/2024, which provides an affirmative defense to claims of opportunistic insider trading when conditions are satisfied.

The filing shows multiple transactions at weighted-average prices between $232.01 and $241.68 and an aggregate reported disposal of 655,436 Class A shares. For governance review, the 10b5-1 disclosure and trust transfers are key facts for assessing whether the trades followed a preset schedule rather than being responsive to undisclosed material information.

Insider Trade Summary

Net Seller: 6,250 shares ($1,484,504)

Net Sell 7 txns

Insider Eschenbach Carl M.

Role CEO

Sold 6,250 shs ($1.48M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	1,506	$232.5058	$350K
Sale	Class A Common Stock	500	$233.4441	$117K
Sale	Class A Common Stock	381	$236.9904	$90K
Sale	Class A Common Stock	200	$238.73	$48K
Sale	Class A Common Stock	3,425	$240.0321	$822K
Sale	Class A Common Stock	238	$241.5088	$57K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 24,966 shares (Indirect, Eschenbach Family Trust dtd 4/15/2014, Carl Eschenbach Jr and Ana Eschenbach TTEE); Class A Common Stock — 655,436 shares (Direct)

Footnotes (1)

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Eschenbach Family Trust dated October 7, 2024. These securities were transferred by the Reporting Person to The Eschenbach Family Trust dated April 15, 2014 (the "Trust"), of which the Reporting Person and his spouse are trustees and beneficiaries, and were sold by the Eschenbach Family Trust as reported herein. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $232.01 to $232.94, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4. The number of shares reported as indirectly held by the Trust reflects transfers of Class A Common Stock by the Reporting Person to the Trust on each of each of January 6, 2025, April 2, 2025, May 27, 2025, and July 1, 2025, in connection with sales of Class A Common Stock by the Trust on such dates. The trust is in the name of the Reporting Person and his spouse, who are both trustees and beneficiaries of the trust. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $233.05 to $233.82, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $236.68 to $237.14, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $240.00 to $240.64, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $241.36 to $241.68, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4. Includes 255,779 RSUs and 192,308 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. Also includes 69 shares of Class A Common Stock that were purchased through the Issuer's Employee Stock Purchase Program on May 30, 2025. The number of shares reported as directly held by the Reporting Person reflects transfers of Class A Common Stock by the Reporting Person to the Trust on each of each of January 6, 2025, April 2, 2025, May 27, 2025, and July 1, 2025, in connection with sales of Class A Common Stock by the Trust on such dates.

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)
10/01/2025

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	10/01/2025		S(1)		1,506(2)	D	$232.5058(3)	24,966(4)	I	Eschenbach Family Trust dtd 4/15/2014, Carl Eschenbach Jr and Ana Eschenbach TTEE(5)
Class A Common Stock	10/01/2025		S(1)		500(2)	D	$233.4441(6)	24,466(4)	I	Eschenbach Family Trust dtd 4/15/2014, Carl Eschenbach Jr and Ana Eschenbach TTEE(5)
Class A Common Stock	10/01/2025		S(1)		381(2)	D	$236.9904(7)	24,085(4)	I	Eschenbach Family Trust dtd 4/15/2014, Carl Eschenbach Jr and Ana Eschenbach TTEE(5)
Class A Common Stock	10/01/2025		S(1)		200(2)	D	$238.73	23,885(4)	I	Eschenbach Family Trust dtd 4/15/2014, Carl Eschenbach Jr and Ana Eschenbach TTEE(5)
Class A Common Stock	10/01/2025		S(1)		3,425(2)	D	$240.0321(8)	20,460(4)	I	Eschenbach Family Trust dtd 4/15/2014, Carl Eschenbach Jr and Ana Eschenbach TTEE(5)
Class A Common Stock	10/01/2025		S(1)		238(2)	D	$241.5088(9)	20,222(4)	I	Eschenbach Family Trust dtd 4/15/2014, Carl Eschenbach Jr and Ana Eschenbach TTEE(5)
Class A Common Stock								655,436(10)	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

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Eschenbach Family Trust dated October 7, 2024.

2. These securities were transferred by the Reporting Person to The Eschenbach Family Trust dated April 15, 2014 (the "Trust"), of which the Reporting Person and his spouse are trustees and beneficiaries, and were sold by the Eschenbach Family Trust as reported herein.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $232.01 to $232.94, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.

4. The number of shares reported as indirectly held by the Trust reflects transfers of Class A Common Stock by the Reporting Person to the Trust on each of each of January 6, 2025, April 2, 2025, May 27, 2025, and July 1, 2025, in connection with sales of Class A Common Stock by the Trust on such dates.

5. The trust is in the name of the Reporting Person and his spouse, who are both trustees and beneficiaries of the trust.

6. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $233.05 to $233.82, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.

7. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $236.68 to $237.14, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.

8. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $240.00 to $240.64, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.

9. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $241.36 to $241.68, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.

10. Includes 255,779 RSUs and 192,308 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. Also includes 69 shares of Class A Common Stock that were purchased through the Issuer's Employee Stock Purchase Program on May 30, 2025. The number of shares reported as directly held by the Reporting Person reflects transfers of Class A Common Stock by the Reporting Person to the Trust on each of each of January 6, 2025, April 2, 2025, May 27, 2025, and July 1, 2025, in connection with sales of Class A Common Stock by the Trust on such dates.

Remarks:

	/s/ Juliana Capata, attorney-in-fact	10/03/2025
	** 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.

FAQ

What did Carl M. Eschenbach (WDAY) report on Form 4?

The Form 4 reports multiple disposals of Class A common stock executed on 10/01/2025 by the Eschenbach Family Trust under a 10b5-1 trading plan.

How many shares were reported sold in the filing for WDAY?

The filing includes an aggregate reported disposal line of 655,436 Class A shares and multiple smaller lots with disclosed weighted‑average prices.

Were the trades part of a pre-established plan (WDAY)?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Eschenbach Family Trust on 10/07/2024.

What price ranges were disclosed for the sales?

Prices were disclosed as weighted averages within ranges from $232.01 up to $241.68 across the reported transactions.

Who controls the Eschenbach Family Trust?

The trust is in the names of the Reporting Person and his spouse; both are trustees and beneficiaries according to the filing.