Workday (WDAY) Chief Legal Officer earns 4,132 performance stock units

Rhea-AI Filing Summary

Sauer Richard Harry reported acquisition or exercise transactions in this Form 4 filing.

Workday, Inc. Chief Legal Officer and Secretary Richard Harry Sauer reported an automatic award of 4,132 shares of Class A common stock. These shares were earned when Workday’s compensation committee certified that performance goals were met for a February 2025 to January 2026 performance period under a prior performance stock unit grant.

The award is part of Workday’s 2022 Equity Incentive Plan and will vest in full on April 5, 2028, as long as Sauer remains in continuous service. After this grant, he holds 89,530 shares in total, including 62,742 restricted stock units and 4,132 performance stock units, each settling into one share when they vest.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sauer Richard Harry

(Last) (First) (Middle)

C/O WORKDAY, INC.

6110 STONERIDGE MALL ROAD

(Street)

PLEASANTON CA 94588

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Workday, Inc. [ WDAY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer & Secty

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

4. If Amendment, Date of 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

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	02/26/2026		A		4,132(1)	A	$0	89,530(2)	D

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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. These shares were acquired upon the certification by the Compensation Committee of the Board of Directors on February 26, 2026 of the satisfaction of performance criteria for the February 1, 2025 through January 31, 2026 performance period underlying an award of performance stock units (PSUs) granted to the Reporting Person on April 21, 2025 under the terms of Workday's 2022 Equity Incentive Plan and applicable PSU award agreement. The PSUs will vest in full on April 5, 2028, subject to the Reporting Person's continuous service with the Issuer on the vesting date.

2. Includes 62,742 restricted stock units (RSUs) and 4,132 PSUs, 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.

Remarks:

	/s/ Juliana Capata, attorney-in-fact	03/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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FAQ

What did Workday (WDAY) insider Richard Sauer report in this Form 4?

Richard Sauer reported acquiring 4,132 shares of Workday Class A common stock through a performance stock unit award. The shares were earned after the compensation committee certified that performance criteria for the February 2025–January 2026 period were satisfied under Workday’s 2022 Equity Incentive Plan.

How many Workday (WDAY) shares does Richard Sauer hold after this transaction?

After this transaction, Richard Sauer holds 89,530 Workday Class A shares. This total includes 62,742 restricted stock units and 4,132 performance stock units, each convertible into one share upon settlement, subject to his continued service with Workday through the applicable vesting dates.

What triggered the 4,132-share award to Workday (WDAY) executive Richard Sauer?

The 4,132-share award was triggered when Workday’s compensation committee certified that performance criteria were met for the February 1, 2025 through January 31, 2026 performance period. These shares relate to performance stock units granted on April 21, 2025 under Workday’s 2022 Equity Incentive Plan.

When will Richard Sauer’s new Workday (WDAY) PSU award vest?

The 4,132 performance stock units earned by Richard Sauer will vest in full on April 5, 2028. Vesting is contingent on his continuous service with Workday through that date, consistent with the terms of the company’s 2022 Equity Incentive Plan and the PSU award agreement.

Are Richard Sauer’s Workday (WDAY) RSUs and PSUs settled in stock or cash?

Both the 62,742 restricted stock units and 4,132 performance stock units entitle Richard Sauer to receive one share of Workday Class A common stock per unit upon settlement. All such grants remain subject to his continued service with the company on the scheduled vesting dates.

Is the 4,132-share Workday (WDAY) grant to Richard Sauer an open-market purchase?

No, the 4,132-share increase comes from a grant of performance stock units rather than an open-market purchase. The award reflects certified achievement of performance goals and will vest on April 5, 2028, contingent on Richard Sauer’s continued service with Workday.