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Workday withholds 8,502 CEO shares for taxes

Workday's CEO also reported 547,003 Class A shares subject to performance-based RSUs tied to a five-year stock-price performance period.

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Form Type
4

Rhea-AI Filing Summary

Workday, Inc. CEO Aneel Bhusri had 8,502 Class A common shares withheld by the issuer on October 5, 2026, at $186.14 per share to satisfy tax withholding tied to RSU vesting. He reported 992,050 directly held Class A shares afterward, including 518,115 RSUs and 9,182 PSUs, each entitling him to one Class A share upon settlement; the awards are subject to continued service on applicable vesting dates. He also reported 547,003 Class A shares subject to performance-based RSUs and 8,126,443 directly held Class B shares; a minor child indirectly held 5,000 Class B shares.

Insights

Analyzing...

Insider BHUSRI ANEEL
Role CEO
Type Security Shares Price Value
Tax Withholding Class A Common Stock F1, F2 8,502 $186.14 $1.58M
holding Performance Rights F3 -- -- --
holding Class B Common Stock F4, F5 -- -- --
holding Class B Common Stock F4, F5 -- -- --
Holdings After Transaction: Class A Common Stock — 992,050 shares (Direct); Performance Rights — 547,003 contracts (Direct); Class B Common Stock — 8,126,443 contracts (Direct); Class B Common Stock — 5,000 contracts (Indirect, By Minor Child)
Footnotes (5)
  1. F1. Represents shares withheld by the Issuer to satisfy the tax withholding obligation in connection with the vesting of restricted stock units (RSUs).
  2. F2. Includes 518,115 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. All grants are subject to the Reporting Person's continued service with the Issuer on the applicable vesting dates.
  3. F3. 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.
  4. F4. 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.
  5. F5. 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.
Class A shares withheld 8,502 shares Withheld on October 5, 2026, for tax withholding tied to RSU vesting
Price per share $186.14 per share Price reported for the shares withheld on October 5, 2026
Direct Class A shares reported after transaction 992,050 shares Includes 518,115 RSUs and 9,182 PSUs
Restricted stock units 518,115 RSUs Included in the reported direct Class A amount; each entitles the holder to one Class A share upon settlement
Performance stock units 9,182 PSUs Included in the reported direct Class A amount; each entitles the holder to one Class A share upon settlement
Class A shares subject to performance-based RSUs 547,003 shares Vesting is subject to performance metrics over a five-year performance period and continued service
Direct Class B shares 8,126,443 shares Reported direct holding
Indirect Class B shares 5,000 shares Held by a minor child
restricted stock units (RSUs) financial
"vesting of restricted stock units (RSUs)"
Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.
performance stock units (PSUs) financial
"9,182 performance stock units (PSUs), each of which entitle"
Performance stock units (PSUs) are a form of executive or employee pay that promise company shares only if pre-set performance goals are met over a defined period; think of them as a bonus paid in stock that arrives only when the company hits agreed targets. Investors watch PSUs because they affect the number of shares outstanding (dilution) and reveal how management’s pay is tied to financial or operational results, aligning incentives with shareholder outcomes.
performance-based RSUs (PVUs) financial
"performance-based RSUs (PVUs) that are divided into four tranches"
permitted transferee regulatory
"transfers to any "permitted transferee" as defined in"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many WDAY shares were withheld for Aneel Bhusri's taxes?

On October 5, 2026, the issuer withheld 8,502 Class A common shares at $186.14 per share to satisfy tax withholding obligations in connection with RSU vesting.

What conditions apply to Aneel Bhusri's WDAY performance-based RSUs?

The 547,003 shares subject to performance-based RSUs (PVUs) are divided into four tranches, each representing a right to acquire one-quarter of the maximum award. Vesting depends on the issuer's stock-price performance metrics over a five-year performance period and continued service. Each achieved tranche vests 1/20 on each of the 20 quarterly anniversaries of March 5, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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 CALIFORNIA 94588

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Workday, Inc. [ WDAY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/05/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock10/05/2026F8,502(1)D$186.14992,050(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Rights(3) (3) (3)Class A Common Stock547,003547,003D
Class B Common Stock(4)(5) (4)(5) (4)(5)Class A Common Stock8,126,4438,126,443D
Class B Common Stock(4)(5) (4)(5) (4)(5)Class A Common Stock5,0005,000IBy 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 518,115 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. All grants are subject to the Reporting Person's continued service with the Issuer on the applicable vesting dates.
3. 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.
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 (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.
5. 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-fact10/07/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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