BHUSRI ANEEL 4
4 · Workday, Inc. · Filed Apr 7, 2026
Research Summary
AI-generated summary of this filing
Workday (WDAY) CEO Aneel Bhusri Sells 16,470 Shares
What Happened Aneel Bhusri, CEO and Director of Workday (WDAY), had 16,470 shares withheld on April 5, 2026 to satisfy tax withholding obligations related to the vesting of restricted stock units (RSUs). The shares were valued at $132.26 each, for a total of approximately $2,178,322. This was a share-withholding to cover taxes (routine disposition), not an open-market sale driven by a trading decision.
Key Details
- Transaction date: 2026-04-05; Filing date: 2026-04-07.
- Shares withheld/disposed: 16,470 at $132.26 per share; total value ≈ $2,178,322.
- Shares/awards reported: filing references 552,400 RSUs and 9,182 PSUs (per F2) and additional performance-based units (PVUs) described in F3. These awards convert to Class A shares upon vesting/settlement.
- Footnote F1 clarifies the transaction was shares withheld by the company to satisfy tax withholding on RSU vesting. Footnotes F3–F5 explain performance vesting structure and Class B→A share conversion mechanics.
- Transaction code: F (tax withholding/tender in connection with vesting) — a routine, non-informational disposition.
Context Share withholding to cover taxes is a common administrative step when RSUs vest; it is treated as a disposition on Form 4 but does not necessarily reflect the insider’s view on the stock. For retail investors, purchases or open-market sales by insiders are typically more informative than tax-related withholdings.
Insider Transaction Report
Form 4
Workday, Inc.WDAY
BHUSRI ANEEL
DirectorCEO
Transactions
- Tax Payment
Class A Common Stock
[F1][F2]2026-04-05$132.26/sh−16,470$2,178,322→ 1,009,053 total
Holdings
- 547,003
Performance Rights
[F3]→ Class A Common Stock (547,003 underlying) - 8,126,443
Class B Common Stock
[F4][F5]→ Class A Common Stock (8,126,443 underlying) - 5,000(indirect: By Children)
Class B Common Stock
[F4][F5]→ Class A Common Stock (5,000 underlying)
Footnotes (5)
- [F1]Represents shares withheld by the Issuer to satisfy the tax withholding obligation in connection with the vesting of restricted stock units (RSUs).
- [F2]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.
- [F3]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.
- [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.
- [F5]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.
Signature
/s/ Richard H. Sauer, attorney-in-fact|2026-04-07