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[Form 4] Workday, Inc. Insider Trading Activity

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

Rhea-AI Filing Summary

Workday, Inc. (WDAY) – Form 4 filing dated 07/08/2025

Executive Chair and Director Aneel Bhusri reported a tax-related share withholding on 07/05/2025. The company automatically withheld 8,484 Class A shares (transaction code “F”) at an indicated price of $241.76 to satisfy RSU tax obligations. After the transaction Bhusri still holds 595,077 Class A shares directly and 8.13 million Class B shares (convertible 1-for-1 into Class A) plus 5,000 Class B shares indirectly via a minor child.

The disposal represents approximately 0.1 % of Bhusri’s direct Class A ownership and <0.01 % of his total economic interest when including Class B shares, indicating no meaningful change in insider exposure. No open-market purchases or sales were reported; the event is an administrative, non-discretionary transaction tied to RSU vesting.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Routine tax withholding; no change in insider sentiment.

This Form 4 shows a standard RSU-related share withholding. The 8,484 shares surrendered are immaterial versus Bhusri’s >8.7 million-share stake. Because shares were not sold on the open market and Class B holdings remain intact, the filing does not signal bullish or bearish intent. From a governance perspective, Bhusri retains voting control through Class B shares, so the event is operationally neutral and unlikely to affect valuation or liquidity.

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*
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)
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 8,484(1) D $241.76 595,077(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 182,232 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 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 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 (WDAY) shares did Aneel Bhusri dispose of in the latest Form 4?

The filing shows 8,484 Class A shares were withheld to cover RSU taxes.

Does the transaction indicate Aneel Bhusri is selling Workday stock on the open market?

No. The shares were withheld by the issuer for tax purposes; no open-market sale occurred.

What is Bhusri’s total direct Class A ownership after the transaction?

He directly owns 595,077 Class A shares following the withholding.

How many convertible Class B shares does Bhusri still hold?

He holds 8,126,443 Class B shares directly and 5,000 indirectly through a minor child.

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

The filing is administrative and non-material; impact on the stock price is expected to be negligible.
Workday Inc

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WDAY Stock Data

62.40B
214.85M
0.88%
93.29%
3.91%
Software - Application
Services-computer Processing & Data Preparation
Link
United States
PLEASANTON