Workday Inc.

10/03/2025 | Press release | Distributed by Public on 10/03/2025 16:44

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Eschenbach Carl M.
2. Issuer Name and Ticker or Trading Symbol
Workday, Inc. [WDAY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO
(Last) (First) (Middle)
C/O WORKDAY, INC., 6110 STONERIDGE MALL ROAD
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025
(Street)
PLEASANTON, CA 94588
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 10/01/2025 S(1) 1,506(2) D $232.5058(3) 24,966(4) I Eschenbach Family Trust dtd 4/15/2014, Carl Eschenbach Jr and Ana Eschenbach TTEE(5)
Class A Common Stock 10/01/2025 S(1) 500(2) D $233.4441(6) 24,466(4) I Eschenbach Family Trust dtd 4/15/2014, Carl Eschenbach Jr and Ana Eschenbach TTEE(5)
Class A Common Stock 10/01/2025 S(1) 381(2) D $236.9904(7) 24,085(4) I Eschenbach Family Trust dtd 4/15/2014, Carl Eschenbach Jr and Ana Eschenbach TTEE(5)
Class A Common Stock 10/01/2025 S(1) 200(2) D $238.73 23,885(4) I Eschenbach Family Trust dtd 4/15/2014, Carl Eschenbach Jr and Ana Eschenbach TTEE(5)
Class A Common Stock 10/01/2025 S(1) 3,425(2) D $240.0321(8) 20,460(4) I Eschenbach Family Trust dtd 4/15/2014, Carl Eschenbach Jr and Ana Eschenbach TTEE(5)
Class A Common Stock 10/01/2025 S(1) 238(2) D $241.5088(9) 20,222(4) I Eschenbach Family Trust dtd 4/15/2014, Carl Eschenbach Jr and Ana Eschenbach TTEE(5)
Class A Common Stock 655,436(10) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Eschenbach Carl M.
C/O WORKDAY, INC.
6110 STONERIDGE MALL ROAD
PLEASANTON, CA 94588
X CEO

Signatures

/s/ Juliana Capata, attorney-in-fact 10/03/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Eschenbach Family Trust dated October 7, 2024.
(2) These securities were transferred by the Reporting Person to The Eschenbach Family Trust dated April 15, 2014 (the "Trust"), of which the Reporting Person and his spouse are trustees and beneficiaries, and were sold by the Eschenbach Family Trust as reported herein.
(3) The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $232.01 to $232.94, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.
(4) The number of shares reported as indirectly held by the Trust reflects transfers of Class A Common Stock by the Reporting Person to the Trust on each of each of January 6, 2025, April 2, 2025, May 27, 2025, and July 1, 2025, in connection with sales of Class A Common Stock by the Trust on such dates.
(5) The trust is in the name of the Reporting Person and his spouse, who are both trustees and beneficiaries of the trust.
(6) The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $233.05 to $233.82, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.
(7) The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $236.68 to $237.14, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.
(8) The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $240.00 to $240.64, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.
(9) The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $241.36 to $241.68, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.
(10) Includes 255,779 RSUs and 192,308 PRSUs, 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. Also includes 69 shares of Class A Common Stock that were purchased through the Issuer's Employee Stock Purchase Program on May 30, 2025. The number of shares reported as directly held by the Reporting Person reflects transfers of Class A Common Stock by the Reporting Person to the Trust on each of each of January 6, 2025, April 2, 2025, May 27, 2025, and July 1, 2025, in connection with sales of Class A Common Stock by the Trust on such dates.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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