Workday, Inc. 8-K

What Happened Workday filed an 8-K reporting that its Board appointed co‑founder Aneel Bhusri as Chief Executive Officer (previously announced Feb 6, 2026) and on March 5, 2026 granted him equity awards under the 2022 Equity Incentive Plan. The grants total 984,605 shares: a time‑based restricted stock unit (RSU) award for 437,602 shares and a performance‑based RSU (PVU) award for 547,003 shares divided into four tranches. The PVU uses stock‑price hurdles measured vs. a Baseline Price (10‑day trailing average ending March 5, 2026) and is tested monthly using a 45‑day trailing average.

Key Details

• Appointment and grant dates: CEO appointment publicly reported Feb 6, 2026; equity Grant Date March 5, 2026.
• Award amounts: 437,602 RSUs (time‑based) + 547,003 PVUs = 984,605 shares total.
• RSU vesting: 1/4 vests on the one‑year anniversary of the grant, then 1/16th on each of the next 12 quarterly anniversaries (full vesting over 4 years).
• PVU structure & price hurdles (per tranche): four tranches (~136,751 shares each) with targets of $171.39 (25%), $205.67 (50%), $239.94 (75%), and $274.22 (100%) increases from the Baseline Price across specified multi‑year performance windows (Years 1–3, 2–4, 3–5, 3–5). If a tranche’s hurdle is met, that tranche vests 1/20th each quarter over 20 quarters; vested shares have a two‑year holding period.
• Severance/Change‑in‑Control treatment: RSU vesting acceleration available under Workday’s Severance & CIC Policy; PVU tranches accelerate in limited ways on termination without Cause or in connection with a Change in Control (including full acceleration if the award is not assumed in a Change in Control).
• Mr. Bhusri is not eligible for additional equity awards until fiscal 2028.

Why It Matters A CEO appointment and sizable equity package are material for investors because they affect leadership direction, executive incentives and potential share dilution. The mix of time‑based and performance‑based awards ties a large portion of Mr. Bhusri’s compensation to sustained stock‑price increases and continued service, aligning his incentives with shareholder value but also creating potential future dilution if price hurdles are met. Acceleration provisions on termination or a change in control clarify how these awards could vest in corporate transactions or employment changes.