Workday (WDAY) executive chair reports RSU tax withholding in Form 4 filing

Rhea-AI Filing Summary

Workday, Inc. Executive Chair Aneel Bhusri reported routine equity activity related to restricted stock units. On January 5, 2026, 7,852 shares of Class A Common Stock were withheld by Workday at $205.79 per share to satisfy tax withholding obligations upon RSU vesting. After this, Bhusri beneficially owned 578,739 shares of Class A Common Stock, including 148,011 RSUs that can settle into one Class A share each, subject to continued service. He also holds derivative interests in shares of Class A Common Stock underlying 8,126,443 shares of Class B Common Stock directly and 5,000 shares indirectly through a minor child. The filing explains that Class B shares are convertible into Class A shares and that all Class A and Class B shares will automatically convert into a single class of common stock upon specified triggers, including certain ownership thresholds or on October 11, 2032.

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)
	Executive Chair

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		7,852(1)	D	$205.79	578,739(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 148,011 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. 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.

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	01/07/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Aneel Bhusri report for WDAY?

On January 5, 2026, Aneel Bhusri reported that 7,852 shares of Workday Class A Common Stock were withheld by the company to cover tax obligations arising from the vesting of restricted stock units (RSUs).

How many Workday (WDAY) Class A shares does Aneel Bhusri own after this Form 4?

Following the reported transaction, Aneel Bhusri beneficially owned 578,739 shares of Workday Class A Common Stock, which includes 148,011 RSUs that may convert into one Class A share each upon settlement.

What is the nature of the 7,852 Workday shares reported in the Form 4?

The 7,852 shares of Class A Common Stock were withheld by Workday to satisfy Bhusri’s tax withholding obligation linked to the vesting of RSUs, rather than being an open-market sale.

What Class B Common Stock holdings related to Workday does Aneel Bhusri report?

The filing shows derivative interests tied to 8,126,443 shares of Class B Common Stock directly and an additional 5,000 shares indirectly through a minor child, each ultimately relating to Class A Common Stock.

How do Workday’s Class B shares convert into Class A shares?

Each Class B Common Stock share is convertible into one Class A Common Stock share at the holder’s option and will also convert automatically into Class A upon most transfers, subject to certain permitted transfer exceptions.

When will Workday’s Class A and Class B shares become a single class of stock?

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