WDAY Form 4: CEO Carl Eschenbach Reports Routine Tax Withholding

Rhea-AI Filing Summary

Workday, Inc. (WDAY) – Form 4 insider filing

CEO and Director Carl M. Eschenbach reported an automatic share disposition on 07/05/2025 coded “F,” indicating shares were withheld by the issuer solely to cover tax obligations arising from vesting of previously granted restricted stock units (RSUs) and performance RSUs (PRSUs).

• Securities disposed: 4,571 Class A shares at an indicated price of $241.76.
• Remaining direct ownership: 693,125 Class A shares, including 274,757 RSUs and 199,056 PRSUs yet to settle.
• Indirect ownership: 1,472 shares held by the Eschenbach Family Trust.

No open-market purchase or sale was executed; the transaction does not reflect a discretionary change in the insider’s economic exposure. Eschenbach retains a substantial stake, aligning leadership incentives with shareholder interests.

Positive

• Large remaining stake: CEO still directly owns 693,125 shares plus 1,472 indirect, indicating continued alignment with shareholders.

Negative

• Minor dilution of insider holdings: 4,571 shares were disposed of to cover tax obligations.

Insights

Financial Analyst

TL;DR Routine tax-withholding disposal; minimal impact on WDAY valuation or insider alignment.

The Form 4 shows an F-code transaction—shares withheld to satisfy taxes upon RSU/PRSU vesting. Only 4,571 shares (<1% of Eschenbach’s holdings) were removed, leaving over 693k shares directly owned. Such automatic dispositions are expected after sizeable equity grants and do not signal bearish sentiment. The filing confirms the CEO still holds significant unvested equity (-274k RSUs, -199k PRSUs), reinforcing commitment to future performance metrics. Overall, the event is administrative and non-impactful for valuation models.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Eschenbach Carl M.

Role CEO

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	4,571	$241.76	$1.11M
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 693,125 shares (Direct); Class A Common Stock — 1,472 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 274,757 RSUs and 199,056 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. 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).

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)
07/05/2025

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	07/05/2025		F		4,571(1)	D	$241.76	693,125(2)	D
Class A Common Stock								1,472	I	Eschenbach Family Trust dtd 4/15/2014, Carl Eschenbach Jr and Ana Eschenbach TTEE(3)

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 274,757 RSUs and 199,056 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. 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	07/08/2025
	** 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

How many Workday shares did CEO Carl Eschenbach dispose of on 07/05/2025?

He disposed of 4,571 Class A shares, withheld by the company for tax purposes.

What is Carl Eschenbach's total direct ownership in WDAY after the transaction?

After the withholding, he directly owns 693,125 Class A shares.

Were the shares sold on the open market?

No. The shares were withheld by Workday (code F) to satisfy tax obligations from RSU/PRSU vesting.

Does the filing indicate any new option or derivative activity?

No derivative securities were reported acquired or disposed of in Table II.

What unvested equity does the CEO still hold?

His balance includes 274,757 RSUs and 199,056 PRSUs, each convertible 1-for-1 to Class A shares upon vesting, subject to continued service.

Is this Form 4 likely to impact Workday’s stock price?

Given its routine, non-discretionary nature and small size, the impact is expected to be immaterial.