Workday (WDAY) CEO uses company shares to cover RSU tax bill
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Workday, Inc. CEO Aneel Bhusri reported a routine tax-withholding transaction related to equity compensation. On April 5, 2026, 16,470 shares of Class A Common Stock were withheld at $132.26 per share to satisfy taxes from vesting restricted stock units (RSUs), not an open‑market sale.
After this event, he directly held 1,009,053 Class A shares, along with sizable performance-based awards and Class B shares that are convertible into Class A on a one-for-one basis under specified conditions.
Positive
- None.
Negative
- None.
Insights
Workday’s CEO had shares withheld for taxes on RSU vesting, a routine non-market event.
The filing shows Aneel Bhusri had 16,470 Class A shares withheld at $132.26 per share to cover tax obligations from RSU vesting. Code F and the footnote make clear this is a tax-withholding disposition, not an open-market sale.
Following this, he still directly holds 1,009,053 Class A shares plus large performance rights and Class B shares convertible into Class A. In proportional terms, this appears to be a minor, mechanical adjustment within a much larger ownership position, consistent with ongoing equity-based compensation rather than a change in outlook.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
BHUSRI ANEEL
Role
CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Class A Common Stock | 16,470 | $132.26 | $2.18M |
| holding | Performance Rights | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
Holdings After Transaction:
Class A Common Stock — 1,009,053 shares (Direct);
Performance Rights — 547,003 shares (Direct);
Class B Common Stock — 8,126,443 shares (Direct);
Class B Common Stock — 5,000 shares (Indirect, By Minor Child)
Footnotes (1)
- Represents shares withheld by the Issuer to satisfy the tax withholding obligation in connection with the vesting of restricted stock units (RSUs). Includes 552,400 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. 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. 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. 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.
Key Figures
Tax-withholding shares: 16,470 shares
Withholding price: $132.26 per share
Class A holdings after transaction: 1,009,053 shares
+5 more
8 metrics
Tax-withholding shares
16,470 shares
Class A shares withheld for RSU tax on April 5, 2026
Withholding price
$132.26 per share
Value used for tax-withholding disposition of Class A shares
Class A holdings after transaction
1,009,053 shares
Direct Class A Common Stock held by CEO after tax withholding
Performance rights underlying shares
547,003 shares
Class A shares underlying performance rights shown as direct holdings
Direct Class B underlying shares
8,126,443 shares
Class A shares underlying direct Class B Common Stock holdings
Indirect Class B underlying shares
5,000 shares
Class A shares underlying Class B held by minor child
Restricted stock units
552,400 RSUs
Each RSU entitles CEO to one Class A share upon settlement
Performance stock units
9,182 PSUs
Each PSU entitles CEO to one Class A share upon settlement
Key Terms
restricted stock units (RSUs), performance stock units (PSUs), performance-based RSUs (PVUs), Class B Common Stock, +1 more
5 terms
restricted stock units (RSUs) financial
"Represents shares withheld by the Issuer to satisfy the tax withholding obligation in connection with the 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
"Includes 552,400 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."
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
"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."
Class B Common Stock financial
"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."
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
dual-class common stock financial
"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:"
FAQ
What insider transaction did Workday (WDAY) CEO Aneel Bhusri report?
Workday CEO Aneel Bhusri reported a tax-withholding disposition of 16,470 Class A shares. These shares were withheld by the company at $132.26 per share to cover taxes due on vesting restricted stock units, rather than being sold in the open market.
What equity awards and performance units does the Workday CEO have outstanding?
Footnotes state Aneel Bhusri has 552,400 restricted stock units and 9,182 performance stock units, each settling into one Class A share. Additional performance-based RSUs (PVUs) vest over a five‑year stock-price performance period, subject to achieving specific metrics and continued service.
Does the Workday CEO have indirect holdings reported in this Form 4?
Yes. The filing shows 5,000 shares of Class B Common Stock held indirectly "By Minor Child." These Class B shares are also convertible into Class A on a one-for-one basis, consistent with the company’s dual-class share structure described in the footnotes.