WDAY Form 4: Chief Legal Officer Sells 1,160 Shares Under 10b5-1 Plan
Rhea-AI Filing Summary
Workday, Inc. (WDAY) Form 4: Richard Harry Sauer, Chief Legal Officer and Secretary, reported a sale of 1,160 shares of Class A Common Stock on 09/11/2025. The shares were sold at a weighted average price of $226.63, with individual trade prices in the range $226.63 to $227.6299. The Form 4 states the sales were effected under a Rule 10b5-1 trading plan adopted June 12, 2025. After the reported sale Sauer beneficially owned 96,916 shares, which include 76,688 restricted stock units that convert to one share each upon settlement. The filing is signed by an attorney-in-fact on 09/15/2025.
Positive
- Sale executed under a Rule 10b5-1 trading plan, indicating pre-established trading instructions and procedural compliance
- Detailed pricing disclosure including weighted average price and the range of trade prices, with an undertaking to provide per-price execution details on request
- Post-transaction beneficial ownership disclosed, including explicit count of RSUs (76,688) that will convert to shares upon settlement
Negative
- Reduction in insider shareholdings via the sale of 1,160 shares, which slightly decreases the reporting person’s direct holdings
- Filing shows concentrated deferred equity (76,688 RSUs) that depend on continued service for vesting, indicating potential future share issuance upon settlement
Insights
TL;DR: Insider sale disclosed and executed under a pre-established 10b5-1 plan; appears procedurally compliant and routine.
The Form 4 shows Richard Sauer, an officer of Workday, executed a sale of 1,160 Class A shares on 09/11/2025 under a Rule 10b5-1 plan dated June 12, 2025. The filing discloses a weighted average sale price and the range of executed trade prices, and reports post-transaction beneficial ownership including 76,688 RSUs. From a governance perspective this disclosure meets Section 16 reporting requirements and documents use of an established trading plan to manage potential insider trading concerns.
TL;DR: Small, disclosed insider sale with detailed pricing; limited direct market impact indicated by the filing.
The transaction is clearly itemized: 1,160 shares sold at a weighted average of $226.63 with prices ranging up to $227.6299. The report also quantifies 96,916 shares beneficially owned post-sale, including 76,688 RSUs. The explicit note that the sale was under a 10b5-1 plan reduces uncertainty about timing, and the weighted-average pricing disclosure includes an undertaking to provide granular execution details on request, which enhances transparency for investors and regulators.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 1,160 | $226.63 | $263K |
Footnotes (1)
- The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person dated June 12, 2025. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $226.63 to $227.6299, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote of this Form 4. Includes 76,688 restricted stock units (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.
