Workday Inc SEC Filings

Workday, Inc. CEO Aneel Bhusri reported an equity award of 9,182 shares of Class A Common Stock on February 26, 2026, recorded at a price of $0.00 per share as a grant or other acquisition. A footnote explains these shares were earned when the compensation committee certified performance results for the February 1, 2025 through January 31, 2026 period under a prior performance stock unit (PSU) grant made on April 21, 2025. The 9,182 PSUs, together with 148,011 restricted stock units, entitle him to receive the same number of Class A shares upon settlement and are subject to continued service, with the PSUs scheduled to vest in full on April 5, 2028.

Workday, Inc. Chief Financial Officer Zane Rowe reported an equity award of 5,968 shares of Class A Common Stock. The shares were acquired at a price of $0.00 per share upon certification of performance goals for a February 1, 2025 through January 31, 2026 performance period tied to performance stock units granted on April 21, 2025 under Workday's 2022 Equity Incentive Plan. These performance stock units are scheduled to vest in full on April 5, 2028, subject to his continued service with the company. Following this transaction, Rowe beneficially owns 165,126 shares, including 98,071 restricted stock units and 5,968 performance stock units, each convertible into one share of Class A Common Stock upon settlement.

Sauer Richard Harry reported acquisition or exercise transactions in this Form 4 filing.

Workday, Inc. Chief Legal Officer and Secretary Richard Harry Sauer reported an automatic award of 4,132 shares of Class A common stock. These shares were earned when Workday’s compensation committee certified that performance goals were met for a February 2025 to January 2026 performance period under a prior performance stock unit grant.

The award is part of Workday’s 2022 Equity Incentive Plan and will vest in full on April 5, 2028, as long as Sauer remains in continuous service. After this grant, he holds 89,530 shares in total, including 62,742 restricted stock units and 4,132 performance stock units, each settling into one share when they vest.

Workday (WDAY) submitted a Form 144 notice for the proposed sale of 107,500 shares of common stock by a selling party represented at Morgan Stanley Smith Barney LLC, with an intended sale date shown as 03/02/2026. The filing lists prior 10b5-1 sales by the DAVID A DUFFIELD TRUST U/T/A 7/14/88 totaling 82,884 on 01/08/2026, 81,479 on 01/02/2026, 80,279 on 12/23/2025, and 81,434 on 12/16/2025.

Workday, Inc. reported strong fiscal 2026 fourth quarter and full-year results, highlighted by double-digit growth and rising profitability. Fourth quarter total revenues were $2.532 billion, up 14.5% year-over-year, with subscription revenues of $2.360 billion, up 15.7%. GAAP diluted EPS rose to $0.55 from $0.35, while non-GAAP diluted EPS increased to $2.47 from $1.92.

For fiscal 2026, total revenues reached $9.552 billion, up 13.1%, with subscription revenues of $8.833 billion, up 14.5%. GAAP diluted EPS grew to $2.59 from $1.95, and non-GAAP diluted EPS rose to $9.23 from $7.30. Operating cash flows were $2.939 billion, up 19.4%, and free cash flows were $2.777 billion, up 26.7%.

Workday ended the year with a 12‑month subscription revenue backlog of $8.833 billion, up 15.8%, and total subscription revenue backlog of $28.101 billion, up 12.2%. The company repurchased approximately 12.8 million shares for $2.9 billion and held $5.443 billion in cash, cash equivalents, and marketable securities. Management guided fiscal 2027 subscription revenues to $9.925–$9.950 billion, representing 12%–13% growth, with a targeted non-GAAP operating margin of about 30.0%.

Workday, Inc. insider David A. Duffield reports beneficial ownership of 49,350,689 shares, equal to 19.01% of the Class A Common Stock as of December 31, 2025. This percentage assumes conversion of his and Aneel Bhusri’s Class B shares into Class A.

The holdings include 105,049 Class A shares and 38,768,197 Class B shares held through The David A. Duffield Trust, 2,346,000 Class A shares held by the Dave & Cheryl Duffield Foundation where he shares voting and dispositive power but has no pecuniary interest, and 8,131,443 Class B shares held by Mr. Bhusri and subject to a Voting Agreement. Class B shares are convertible 1-for-1 into Class A and all dual-class shares will automatically convert into a single class upon specified triggers, including October 17, 2032 or certain ownership thresholds or deaths.

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.

Workday, Inc. is changing its leadership as co-founder and executive chair Aneel Bhusri returns as chief executive officer effective February 6, 2026, while Carl Eschenbach steps down as CEO and director and will serve as strategic advisor.

Bhusri’s pay package includes an initial annual base salary of $1,250,000, an annual target cash bonus of up to 200% of base salary starting in the fiscal year ending January 31, 2027, a time-based RSU grant valued at $60,000,000 and a performance-based RSU grant valued at $75,000,000 with stock-price targets over a five-year period. He and co-founder David Duffield are party to a stock voting agreement that covers Class B shares representing about 68% of Workday’s outstanding voting power as of January 31, 2026.

Under a separation agreement, Eschenbach will receive a lump-sum cash payment of $3,601,355 and accelerated vesting of certain RSUs covering more than 160,000 shares, subject in part to performance conditions. Workday also reaffirmed that its fiscal 2026 fourth quarter and full-year results are expected to be in line with prior guidance, aside from a previously disclosed GAAP operating margin update.

Workday, Inc. announced a reorganization that will eliminate approximately 2% of its current workforce, mainly non-revenue roles in Global Customer Operations, while continuing to hire in key strategic and revenue-generating areas for fiscal 2027.

The company expects to record about $135 million in fiscal 2026 fourth quarter charges, including $40 million of cash severance and benefits, $15 million of non-cash stock-based compensation, and $80 million of non-cash impairment related to office space and long-lived assets.

Workday still expects fiscal 2026 fourth quarter and full-year results to be in line with prior guidance except for GAAP profitability. It now anticipates its GAAP operating margin to be 24–25 percentage points lower than non-GAAP in the fourth quarter and 22–23 percentage points lower for the full year, as it excludes these charges from non-GAAP metrics.