SEC Form 4 · accession 0001196579-26-000012
Workday, Inc. · WDAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Aneel Bhusri
Officer — CEO · Director
Period of report
Jul 5, 2026
Accepted (ET)
Jul 7, 2026 · 4:51 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001327811
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | Jul 5, 2026 | F | 8,501 | $135.40 | D | 1,000,552 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance RightsF3 | — | holding | — | — | — | — | — | Class A Common Stock | 547,003 | 547,003 | D |
| Class B Common StockF4,F5 | — | holding | — | — | — | — | — | Class A Common Stock | 8,126,443 | 8,126,443 | D |
| Class B Common StockF4,F5 | — | holding | — | — | — | — | — | Class A Common Stock | 5,000 | 5,000 | I |
Explanation of responses
- F1Represents shares withheld by the Issuer to satisfy the tax withholding obligation in connection with the vesting of restricted stock units (RSUs).
- F2Includes 535,258 RSUs and 9,182 performance stock units, 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.
- F3Reflects 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.
- F4All 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.
- F5Each 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.