BHUSRI ANEEL 4
4 · Workday, Inc. · Filed Mar 9, 2026
Research Summary
AI-generated summary of this filing
Workday (WDAY) CEO Aneel Bhusri Receives RSU & Performance Awards
What Happened
- Aneel Bhusri, CEO and Director of Workday, received equity awards on March 5, 2026: 437,602 restricted stock units (RSUs) granted (acquired at $0.00) and 547,003 derivative/performance-based units granted (also $0.00). These are compensation awards (not open-market purchases or sales) and require continued service and/or performance conditions before shares are issued.
Key Details
- Transaction date and filing: Grants dated 2026-03-05; Form 4 filed 2026-03-09 (timely — within the 2-business-day reporting window).
- Award specifics:
- 437,602 RSUs: vesting schedule — 25% on 03/05/2027, then quarterly thereafter; subject to continued service (Footnote F1).
- 547,003 derivative/performance units (PVUs/PSUs): divided into four tranches tied to stock-price-based performance over a five-year period; if a tranche’s metrics are met, that tranche vests 1/20 each quarter over 20 quarters (Footnote F2).
- Price/Value: Both grants reported at $0.00 — typical for compensation grants (no cash paid at grant).
- Shares owned after transaction: Not specified in the filing.
- Other notable footnotes: filing discloses existing RSU/PSU counts referenced in F1 (585,613 RSUs and 9,182 PSUs included in the reporting person totals) and describes class A/B conversion/convertibility rules for the company’s stock (F3, F4).
Context
- These are equity compensation grants (transaction code A) and performance-contingent derivative awards — they do not represent an immediate purchase or sale of publicly traded shares and will only convert to tradable stock if vesting and performance conditions are met.
- Awards like this are routine for senior executives; they tie long-term incentive pay to continued service and company performance rather than signaling an immediate personal liquidity event.
Insider Transaction Report
Form 4
Workday, Inc.WDAY
BHUSRI ANEEL
DirectorCEO
Transactions
- Award
Class A Common Stock
[F1]2026-03-05+437,602→ 1,025,523 total - Award
Performance Rights
[F2]2026-03-05+547,003→ 547,003 total→ Class A Common Stock (547,003 underlying)
Holdings
- 8,126,443
Class B Common Stock
[F3][F4]→ Class A Common Stock (8,126,443 underlying) - 5,000(indirect: By Children)
Class B Common Stock
[F3][F4]→ Class A Common Stock (5,000 underlying)
Footnotes (4)
- [F1]Includes 585,613 restricted stock units (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, including 437,602 RSUs with a grant date of March 5, 2026, which will vest as to 25% of the underlying shares on March 5, 2027 and then quarterly thereafter. All grants are subject to the Reporting Person's continued service with the Issuer on the applicable vesting dates.
- [F2]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.
- [F3]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.
- [F4]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.
Signature
/s/ Juliana Capata, attorney-in-fact|2026-03-09