Form 4: Workday CEO Carl Eschenbach Sells Shares, Reports Vesting

Workday CEO Carl Eschenbach reported the sale of 3,125 Class A Common Stock shares by a family trust and the withholding of 3,927 shares for tax obligations related to RSU/PRSU vesting.

Summary

• Carl M. Eschenbach, CEO and Director of Workday, Inc. (WDAY), reported transactions involving Class A Common Stock on January 5, 2026.
• 3,927 shares were withheld by Workday, Inc. at a price of $205.79 per share to satisfy tax withholding obligations related to the vesting of restricted stock units (RSUs) and performance restricted stock units (PRSUs).
• An additional 3,125 shares were sold by the Eschenbach Family Trust at a price of $210.00 per share.
• The sale by the Eschenbach Family Trust was executed pursuant to a Rule 10b5-1 trading plan adopted on October 6, 2025.
• Following these transactions, Mr. Eschenbach directly beneficially owns 634,211 shares of Class A Common Stock, which includes 225,115 RSUs and 178,812 PRSUs.
• The Eschenbach Family Trust, for which Mr. Eschenbach and his spouse are trustees and beneficiaries, indirectly beneficially owns 17,097 shares of Class A Common Stock.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions, including tax-related withholdings and a pre-planned sale, which are neutral in sentiment and common for executives.

Positives

• The vesting of restricted stock units (RSUs) and performance restricted stock units (PRSUs) indicates continued compensation and alignment of the CEO's interests with shareholder value.

Negatives

• The sale of 3,125 shares by the Eschenbach Family Trust represents a reduction in the CEO's indirect beneficial ownership, although it was pre-planned under a Rule 10b5-1 plan.

Risks

• The 225,115 RSUs and 178,812 PRSUs held by the Reporting Person are subject to continued service with Workday, Inc. on the applicable vesting dates, posing a risk to the executive's future compensation if service ceases.

Future Outlook

The vesting of the remaining 225,115 RSUs and 178,812 PRSUs is contingent upon Carl M. Eschenbach's continued service with Workday, Inc. on their respective vesting dates.

Industry Context

This filing details routine insider stock transactions for a technology company executive, which are common across the industry as part of executive compensation and personal financial planning, often managed through Rule 10b5-1 plans to ensure compliance with insider trading regulations.

Comparison to Industry Standards

• The use of a Rule 10b5-1 trading plan for stock sales is a standard practice among executives in publicly traded companies, including those in the software and cloud computing sectors, to mitigate potential accusations of insider trading by pre-scheduling transactions.

Corporate Governance

Related Party Transactions

• The sale of 3,125 shares of Class A Common Stock was conducted by the Eschenbach Family Trust, which is a related party as Carl M. Eschenbach and his spouse are trustees and beneficiaries.

Stakeholder Impact

• Shareholders: The transactions represent a minor, routine change in insider ownership, unlikely to have a significant direct impact on the company's operational or strategic direction.
• Employees: No direct impact on employees is indicated by this filing.

Next Steps

• Continued service by Carl M. Eschenbach with Workday, Inc. for the vesting of remaining RSUs and PRSUs.

Key Dates

Keywords

Workday, WDAY, Carl Eschenbach, Insider Transaction, Form 4, Stock Sale, RSU, PRSU, 10b5-1 Plan, CEO