Why Is Workday (WDAY) Stock Up 18%? Two Founders Hold 68% of the Vote

TL;DR

• Reuters reported Thursday afternoon that Silver Lake has spent recent months in talks to take Workday private. Neither company commented, and Reuters' sources say there is no guarantee a deal happens.
• WDAY closed at $206.45, up 17.78%, adding $31.16 to Wednesday's $175.29. That is the regular-session close, not an extended-hours quote.
• Nobody has reported a price. The "$43 billion" running in headlines is Workday's market value before the story. The equity is worth $50.99 billion after the move, and any deal is struck above that.
• Dave Duffield and Aneel Bhusri hold about 68% of the voting power through Class B stock carrying ten votes a share. Silver Lake's real counterparty is two men, and one of them bought $139 million of stock six months ago.
• Buying at Thursday's close makes about 6% if a deal lands at a 25% premium to the undisturbed price, and loses about 15% if the talks die. That needs 71% deal odds to break even. I'll pass.

Why Is Workday Stock Up?

Reuters reported that private equity firm Silver Lake has been in talks in recent months to acquire Workday, and the stock rose 17.78% on the report. There is no signed agreement, no announced price and no confirmation from either party; Reuters' sources explicitly cautioned that a deal may not materialise.

Workday closed at $206.45 against Wednesday's $175.29. Some coverage put the move near 25%, which I could not reconcile against the tape: the close is up 17.78% and that is the figure quoted throughout this page.

The Board

A reported conversation priced as though it were a signed deal.

$43 Billion Is Not an Offer

Take the 246.97 million shares outstanding and multiply by Wednesday's $175.29 close. You get $43.3 billion, which is what Reuters meant by "about $43 billion": the company as the market valued it before anyone knew about the talks.

At least one outlet turned that into a headline saying Silver Lake is in talks at a $43 billion valuation. Nobody has reported a valuation. The undisturbed market cap is the base you measure a premium from, and after Thursday the market already pays $50.99 billion, which is 18% more than the number being printed as the deal price.

This matters for anyone sizing the trade. A buyer at the close has already handed over most of a normal take-private premium before a bidder has named one.

Duffield and Bhusri Hold 68% of the Vote

Workday's Class A shares get one vote. Class B shares get ten, and the structure runs to October 2032.

Per the 10-Q for the quarter ended April 30 2026, Dave Duffield held voting rights over roughly 38 million Class B shares and Aneel Bhusri roughly 8 million, which together with a voting agreement dating to the 2012 IPO gives the two cofounders about 68% of the voting power. My own check on that: 46 million Class B at ten votes is 460 million, against roughly 201 million Class A votes, so 460 of 661 million total, or 69.6%. Close enough to the disclosed figure to trust it.

So this is not a deal that gets done by winning over public shareholders, and it is not one an activist can force. Bhusri returned as CEO in February and put $139 million of his own money into the stock on the way in. A founder who just made that purchase near the lows is an awkward seller at a modest premium, and I'd weight that against the deal happening quickly.

What Silver Lake Would Be Buying

The business throws off cash and barely earns anything on a reported basis. Trailing twelve months to April 30: revenue $9.85 billion, up 13.3%, GAAP operating income of $1.02 billion, and free cash flow of $2.97 billion. That is a 10% operating margin and a 30% cash margin, and the gap between them is stock compensation and deferred revenue, which is the classic reason software companies get taken private.

The balance sheet is close to neutral: $4.35 billion of cash against $3.81 billion of debt, so about $548 million of net cash. There is room to lever it.

Then there is the reason the stock was cheap enough to attract a bid. Workday came into Thursday down about 15% this year and more than 40% below its 2024 peak near $307, on the argument that AI erodes seat-based enterprise software. Silver Lake taking the other side of that argument at this size is the interesting part, and it is the same firm that closed the $55 billion Electronic Arts buyout on August 4, the largest LBO on record. Silver Lake held only 5.5% of that consortium alongside Saudi Arabia's PIF. Reuters says it could again bring in outside investors here.

A Workday deal at a 25-30% premium to the undisturbed price implies $54-56 billion of equity by my arithmetic. That lands on top of EA's record inside the rounding, nine days after it was set.

The Trade Without a Price

Merger arbitrage needs terms, and there are none. What can be priced is the gap between Thursday's close and a plausible outcome.

At a 25% premium to the undisturbed $175.29, a deal prints $219.11. From $206.45 that is 6.1%. If the talks collapse, the reasonable landing spot is back near $175.29, which is 15.1% lower. Risking 15.1 to make 6.1 needs the deal to happen about 71% of the time before it pays.

Preliminary talks with no price, no confirmation, no exclusivity and a founder bloc holding 68% of the vote do not clear 71% for me. Call options are the cleaner expression if you want the upside, and I could not source a live chain after the close, so nothing is struck below.

Compare it against the two take-privates that landed today with actual terms: Thoma Bravo's signed agreement for Accelerant at $20.25 with 82% of the vote locked up, and the Peltz bid report on Wendy's. Workday is the least advanced of the three and moved the most.

Trade log

#	Stance	Structure	Strikes and expiry	Cost or credit	Spot at writing	Implied move	Breakeven
1	Pass	Long common on the rumour	Buy $206.45, no announced terms	n/a	$206.45, 4:00pm ET Aug 13 close	Not sourced	+6.1% to a $219.11 deal; −15.1% to $175.29 on a break. Needs ~71% deal odds
2	Pass	Long call	No live chain sourced after the close	n/a	$206.45, 4:00pm ET Aug 13 close	Not sourced	Would need a deal above the strike plus premium

The One-Line Read

Silver Lake has talked, and that is all anyone has confirmed. The market paid an 18% premium for a conversation, and the two men who decide the outcome own 68% of the vote and have not said a word.

The rest of Thursday, including the Russell 2000's record close, sits in the August 13 hour-by-hour.