Workday (WDAY) CEO logs tax withholding of 1,674 shares after PRSU vesting

Rhea-AI Filing Summary

Workday, Inc. CEO Carl M. Eschenbach reported an automatic tax-related share withholding rather than an open-market sale. On February 5, 2026, 1,674 shares of Class A Common Stock were withheld by Workday at $170.15 per share to satisfy tax obligations from vesting performance restricted stock units.

Following this transaction, Eschenbach beneficially owned 622,969 Class A shares directly, which include restricted stock units and performance restricted stock units that each settle into one share upon vesting. He also indirectly held 26,665 Class A shares through the Eschenbach Family Trust, where he and his spouse serve as trustees and beneficiaries.

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^*

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)
02/05/2026

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	02/05/2026		F		1,674(1)	D	$170.15	622,969(2)	D
Class A Common Stock								26,665	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 225,115 restricted stock units (RSUs) and 175,438 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	02/09/2026
	** 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 insider transaction did Workday (WDAY) CEO Carl Eschenbach report?

Workday CEO Carl Eschenbach reported an automatic tax-related share withholding, not an open-market sale. On February 5, 2026, 1,674 Class A shares were withheld by Workday to cover taxes owed upon vesting of performance restricted stock units at $170.15 per share.

Was the Workday (WDAY) CEO’s Form 4 transaction a discretionary stock sale?

The reported transaction was not a discretionary stock sale. It reflects 1,674 shares of Class A Common Stock withheld by Workday on February 5, 2026 to satisfy tax withholding obligations triggered by vesting performance restricted stock units granted to CEO Carl Eschenbach.

How many Workday (WDAY) shares does CEO Carl Eschenbach directly own after this filing?

After the February 5, 2026 transaction, CEO Carl Eschenbach directly beneficially owned 622,969 shares of Workday Class A Common Stock. This total includes 225,115 restricted stock units and 175,438 performance restricted stock units, each convertible into one share upon settlement, subject to continued service.

What indirect Workday (WDAY) holdings are reported through the Eschenbach Family Trust?

The Form 4 reports 26,665 shares of Workday Class A Common Stock held indirectly through the Eschenbach Family Trust dated April 15, 2014. Carl Eschenbach and his spouse are both trustees and beneficiaries of the trust, linking these holdings to the CEO’s overall beneficial ownership.

What do the RSUs and PRSUs in this Workday (WDAY) Form 4 represent?

The filing notes that 225,115 restricted stock units and 175,438 performance restricted stock units each entitle Carl Eschenbach to receive one Workday Class A share upon settlement. These equity awards vest over time, conditioned on his continued service with Workday on applicable vesting dates.

At what price were the Workday (WDAY) shares withheld for the CEO’s taxes?

The 1,674 Workday Class A shares withheld to satisfy Carl Eschenbach’s tax obligations were valued at $170.15 per share. This price is used solely for reporting the tax-withholding transaction tied to vesting performance restricted stock units, not for an open-market purchase or sale.