BHUSRI ANEEL 4
4 · Workday, Inc. · Filed Jul 7, 2026
Research Summary
AI-generated summary of this filing
Workday (WDAY) CEO Aneel Bhusri Withholds 8,501 Shares for Taxes
What Happened
Aneel Bhusri, CEO and Director of Workday (WDAY), had 8,501 shares withheld by the company on 07/05/2026 to satisfy tax withholding obligations related to the vesting of restricted stock units (RSUs). The withholding occurred at a price of $135.40 per share, representing a notional value of about $1,151,035. This was a tax-withholding disposal (transaction code F), a routine administrative action tied to equity vesting rather than an open‑market sale.
Key Details
- Transaction date and price: 2026-07-05 at $135.40 per share.
- Shares withheld (disposed): 8,501 shares; total value ≈ $1,151,035.
- Transaction code: F — shares withheld by issuer to satisfy tax withholding on RSU vesting.
- Holdings/awards noted in footnotes: filing references outstanding awards including 535,258 RSUs and 9,182 performance stock units (PSUs/PVUs) with multi‑year vesting and performance conditions (see footnotes F2–F3).
- Filing timeliness: Reported on 2026-07-07 for a 2026-07-05 transaction — appears filed within the normal Section 16 reporting window.
Context
Tax-withholding dispositions are common when RSUs vest; shares are retained by the company to cover required taxes and do not necessarily indicate a change in the insider’s investment view. Footnotes describe that some awards are performance‑based with multi-year vesting schedules and explain conversion rights between Class A and Class B shares (F3–F5), which are structural details of Workday’s equity.
Insider Transaction Report
- Tax Payment
Class A Common Stock
[F1][F2]2026-07-05$135.40/sh−8,501$1,151,035→ 1,000,552 total
- 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 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.
- [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]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.
- [F5]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.