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WDAY CEO Eschenbach reports tax-withheld 1,674-share transaction

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

Rhea-AI Filing Summary

Workday (WDAY) reported an insider transaction by CEO and Director Carl Eschenbach. On 11/05/2025, 1,674 Class A shares were withheld at $233.47 under code F to satisfy tax withholding from the vesting of performance RSUs.

Following the transaction, Eschenbach beneficially owns 649,191 Class A shares directly and 20,222 shares indirectly via the Eschenbach Family Trust. The reported holdings include 249,936 RSUs and 185,560 PRSUs, each convertible into one share upon settlement, subject to continued service.

Positive

  • None.

Negative

  • None.
Insider Eschenbach Carl M.
Role CEO
Type Security Shares Price Value
Tax Withholding Class A Common Stock 1,674 $233.47 $391K
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 649,191 shares (Direct); Class A Common Stock — 20,222 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 performance restricted stock units (PRSUs). Includes 249,936 restricted stock units (RSUs) and 185,560 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)
11/05/2025
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 11/05/2025 F 1,674(1) D $233.47 649,191(2) D
Class A Common Stock 20,222 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 performance restricted stock units (PRSUs).
2. Includes 249,936 restricted stock units (RSUs) and 185,560 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/ Richard H. Sauer, attorney-in-fact 11/06/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Workday (WDAY) report in this Form 4?

CEO Carl Eschenbach had 1,674 Class A shares withheld at $233.47 to cover taxes from PRSU vesting on 11/05/2025 (code F).

How many Workday shares does the CEO hold after the transaction?

He beneficially owns 649,191 Class A shares directly.

Does the CEO have indirect Workday ownership?

Yes, 20,222 shares are held indirectly via the Eschenbach Family Trust.

What do the footnotes say about RSUs and PRSUs?

Holdings include 249,936 RSUs and 185,560 PRSUs, each settling into one share upon meeting conditions.

What is transaction code F in this context?

Code F indicates shares were withheld by the issuer to satisfy tax withholding on vesting equity.

What roles does the reporting person have at Workday (WDAY)?

He is both CEO and a Director.