WDAY Form 4: Kazmaier retains 117,900 shares after RSU withholding

Rhea-AI Filing Summary

Gerrit S. Kazmaier, President, Products and Technology at Workday, Inc. (WDAY), reported a transaction dated 10/05/2025 in which 3,068 shares of Class A common stock were disposed of at $236.48 per share. The form clarifies these shares were withheld by the issuer to satisfy tax withholding on vested restricted stock units (RSUs).

After the withholding, the reporting person beneficially owns 117,900 shares, which the filing states include 111,353 RSUs that will convert to one share each upon settlement and are subject to continued service vesting conditions. The form was signed by an attorney‑in‑fact on 10/07/2025.

Positive

• Reporting person retains substantial stake: 117,900 shares remain beneficially owned
• Movement tied to RSU vesting, indicating compensation alignment rather than discretionary sale

Negative

• 3,068 shares disposed through issuer withholding, reducing immediate reported share count
• 111,353 RSUs remain subject to continued service vesting, creating future dilution/settlement uncertainty

Insights

Corporate Insider

TL;DR: Routine tax‑withholding on RSU vesting caused a small reduction in reported shares.

The transaction is recorded as a withholding disposition tied to RSU vesting rather than an open‑market sale, so it reflects tax compliance on compensation, not an active liquidity event. The withheld 3,068 shares were disposed at $236.48 each to satisfy tax obligations.

Key dependencies include continued service for the remaining 111,353 RSUs to settle; investors may note insider ownership remains at 117,900 shares, preserving alignment with management over typical vesting periods.

Compensation & Equity Analyst

TL;DR: The form documents routine equity compensation mechanics with no new grants disclosed.

This filing explains share movement resulting from RSU vesting and issuer withholding; no new option exercises, open‑market trades, or derivative actions are reported. The disclosed RSU count (111,353) defines the majority of the reporting person's remaining economic exposure.

Material monitoring items are the vesting schedule and service conditions for those RSUs and any future filings that change beneficial ownership beyond withholding events.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Kazmaier Gerrit S

Role President, Prod. and Tech.

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	3,068	$236.48	$726K

Holdings After Transaction: Class A Common Stock — 117,900 shares (Direct)

Footnotes (1)

1. Represents shares withheld by the Issuer to satisfy the tax withholding obligation in connection with the vesting of restricted stock units (RSUs). Includes 111,353 RSUs, 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.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Kazmaier Gerrit S

(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)
	President, Prod. and Tech.

3. Date of Earliest Transaction (Month/Day/Year)
10/05/2025

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	10/05/2025		F		3,068(1)	D	$236.48	117,900(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. Represents shares withheld by the Issuer to satisfy the tax withholding obligation in connection with the vesting of restricted stock units (RSUs).

2. Includes 111,353 RSUs, 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	10/07/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

FAQ

What did the Workday (WDAY) Form 4 filed for Gerrit Kazmaier report?

It reports a 10/05/2025 transaction where 3,068 shares were disposed at $236.48 per share through issuer tax withholding related to RSU vesting.

How many shares does Gerrit Kazmaier beneficially own after the transaction?

The filing states 117,900 shares are beneficially owned following the reported transaction.

How many RSUs are included in Kazmaier's holdings and what do they represent?

The filing includes 111,353 RSUs, each entitled to one share of Class A common stock upon settlement and subject to continued service vesting.

Was the 3,068‑share movement an open‑market sale?

No. The filing explains the shares were withheld by the issuer to satisfy tax withholding on vested RSUs, not sold on the open market.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by an attorney‑in‑fact, Juliana Capata, on 10/07/2025.