[Form 4] Workday, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Carl M. Eschenbach, director and CEO of Workday, Inc. (WDAY) reported a Form 4 disclosing transactions on 09/05/2025 tied to the vesting of equity awards. The filing shows 11,084 shares of Class A common stock were disposed via withholding to satisfy tax obligations at a reported price of $231.13 per share. After the transaction the reporting person beneficially owned 680,367 shares directly and an additional 1,472 shares indirectly through the Eschenbach Family Trust. The filing explains 255,779 RSUs and 192,308 PRSUs are outstanding and settle one-for-one upon vesting, all subject to continued service. The form is signed by an attorney-in-fact on 09/09/2025.

Positive

• Continued significant ownership: 680,367 shares held directly, supporting alignment with shareholders
• Transparent disclosure: Form 4 specifies tax-withholding and trust details, meeting Section 16 reporting requirements
• Substantial unvested awards: 255,779 RSUs and 192,308 PRSUs remain outstanding, tying compensation to future service and performance

Negative

• Shares disposed (withheld): 11,084 shares were relinquished to satisfy tax obligations, reducing outstanding direct holdings slightly

Insights

Securities Analyst

TL;DR: Routine tax-withholding on vested equity; large residual ownership remains.

The Form 4 documents a standard withholding of 11,084 shares to cover taxes triggered by the vesting of restricted and performance RSUs. The withholding price of $231.13 reflects the transaction value used for the tax event but is not a voluntary open-market sale. Material ownership remains with 680,367 shares directly plus 1,472 indirectly, and sizable unvested awards (255,779 RSUs and 192,308 PRSUs) indicate continued alignment with shareholder interests contingent on service and performance.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 requirements; transaction appears administrative.

The filing cleanly discloses the nature of the disposition as tax withholding on vesting and identifies indirect ownership via a family trust. The trustee/beneficiary structure is stated. There is no indication of unusual trading patterns, option exercises, or sales beyond withholding, so governance implications are limited to routine executive equity administration.

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)
09/05/2025

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	09/05/2025		F		11,084(1)	D	$231.13	680,367(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 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.

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	09/09/2025
	** 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 Eschenbach report on the Form 4 for WDAY?

The filing reports 11,084 shares of Class A common stock were disposed via withholding to satisfy taxes on vested awards, with 680,367 shares held directly afterward.

Was the 09/05/2025 transaction an open-market sale?

No. The Form 4 states the disposition represents shares withheld by the issuer to satisfy tax withholding on vested RSUs/PRSUs, not an open-market sale.

How many unvested RSUs and PRSUs are disclosed for the reporting person?

The filing discloses 255,779 RSUs and 192,308 PRSUs, each convertible to one share upon settlement and subject to continued service.

Does Carl Eschenbach have indirect ownership through a trust?

Yes. The filing shows 1,472 shares held indirectly via the Eschenbach Family Trust dated 4/15/2014, for which he and his spouse are trustees and beneficiaries.

When was the Form 4 signed and by whom?

The Form 4 is signed by Juliana Capata, attorney-in-fact on behalf of the reporting person, dated 09/09/2025.