STOCK TITAN

Workday (NASDAQ: WDAY) CFO trims stake with 6,000-share sale

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Workday, Inc. Chief Financial Officer Zane Rowe sold 6,000 shares of Class A Common Stock in open-market transactions and had additional shares withheld for taxes. On April 7, 2026, he sold blocks of 3,192, 1,750, and 1,058 shares at weighted average prices between $127.6988 and $129.2601.

On April 5, 2026, 9,140 shares were withheld to cover tax obligations tied to vesting restricted stock units. After these transactions, he directly holds 217,930 shares, plus outstanding awards including 147,584 RSUs and 5,968 performance stock units. The sales were executed under a pre-arranged Rule 10b5-1 trading plan adopted on March 7, 2025.

Positive

  • None.

Negative

  • None.

Insights

Workday’s CFO executed a small, pre-planned share sale alongside routine tax withholding.

Zane Rowe, Workday’s Chief Financial Officer, sold a total of 6,000 shares of Class A Common Stock on April 7, 2026 through open-market transactions at prices around $128–$129 per share. These trades are reported as non-derivative sales.

Two days earlier, 9,140 shares were withheld at $132.26 per share to satisfy tax obligations from vesting restricted stock units. This withholding is a mechanical step rather than a discretionary sale and does not represent a market trade.

Following these moves, Rowe directly owns 217,930 shares and also holds 147,584 RSUs and 5,968 performance stock units that can settle into additional shares over time. The filing notes that the sales occurred under a Rule 10b5-1 trading plan adopted on March 7, 2025, indicating a pre-scheduled, programmatic approach rather than reactive market timing.

Insider Rowe Zane
Role Chief Financial Officer
Sold 6,000 shs ($769K)
Type Security Shares Price Value
Sale Class A Common Stock 3,192 $127.6988 $408K
Sale Class A Common Stock 1,750 $128.5387 $225K
Sale Class A Common Stock 1,058 $129.2601 $137K
Tax Withholding Class A Common Stock 9,140 $132.26 $1.21M
Holdings After Transaction: Class A Common Stock — 220,738 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 147,584 RSUs and 5,968 performance stock units (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. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 7, 2025. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $127.04 to $128.0399, 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(s) set forth in this footnote of this Form 4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $128.05 to $129.0499, 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(s) set forth in this footnote of this Form 4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $129.05 to $130.0499, 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(s) set forth in this footnote of this Form 4.
Shares sold 6,000 shares Open-market sales of Class A Common Stock on April 7, 2026
Sale prices $127.6988–$129.2601/share Weighted average prices for April 7, 2026 sales
Tax withholding shares 9,140 shares Shares withheld at $132.26 to satisfy RSU tax obligations
Shares held after 217,930 shares Direct Class A Common Stock ownership following transactions
Restricted stock units 147,584 RSUs Each RSU entitles the holder to one share upon settlement
Performance stock units 5,968 PSUs Each PSU entitles the holder to one share upon settlement
10b5-1 adoption date March 7, 2025 Date CFO adopted Rule 10b5-1 trading plan for these sales
restricted stock units (RSUs) financial
"vesting of restricted stock units (RSUs)."
Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.
performance stock units (PSUs) financial
"Includes 147,584 RSUs and 5,968 performance stock units (PSUs)"
Performance stock units (PSUs) are a form of executive or employee pay that promise company shares only if pre-set performance goals are met over a defined period; think of them as a bonus paid in stock that arrives only when the company hits agreed targets. Investors watch PSUs because they affect the number of shares outstanding (dilution) and reveal how management’s pay is tied to financial or operational results, aligning incentives with shareholder outcomes.
Rule 10b5-1 trading plan financial
"sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
weighted average price financial
"The price reported is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
tax withholding obligation financial
"withheld by the Issuer to satisfy the tax withholding obligation"
SEC Form 4
FORM 4UNITED 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).
X
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*
Rowe Zane

(Last)(First)(Middle)
C/O WORKDAY, INC.
6110 STONERIDGE MALL ROAD

(Street)
PLEASANTON CALIFORNIA 94588

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Workday, Inc. [ WDAY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/05/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock04/05/2026F9,140(1)D$132.26223,930(2)D
Class A Common Stock04/07/2026S(3)3,192D$127.6988(4)220,738(2)D
Class A Common Stock04/07/2026S(3)1,750D$128.5387(5)218,988(2)D
Class A Common Stock04/07/2026S(3)1,058D$129.2601(6)217,930(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 147,584 RSUs and 5,968 performance stock units (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.
3. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 7, 2025.
4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $127.04 to $128.0399, 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(s) set forth in this footnote of this Form 4.
5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $128.05 to $129.0499, 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(s) set forth in this footnote of this Form 4.
6. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $129.05 to $130.0499, 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(s) set forth in this footnote of this Form 4.
Remarks:
/s/ Richard H. Sauer, attorney-in-fact04/07/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Workday (WDAY) CFO Zane Rowe report in this Form 4?

Workday CFO Zane Rowe reported selling 6,000 shares of Class A Common Stock in open-market transactions and having 9,140 shares withheld for taxes. After these transactions, he directly owns 217,930 shares plus substantial RSU and performance stock unit awards.

How many Workday (WDAY) shares did the CFO sell and at what prices?

Zane Rowe sold 6,000 shares of Workday Class A stock on April 7, 2026 in three blocks. Weighted average sale prices ranged from about $127.6988 to $129.2601 per share, with detailed price ranges disclosed in weighted-average footnotes.

Were Zane Rowe’s Workday (WDAY) stock sales part of a Rule 10b5-1 plan?

Yes, the Form 4 states the sales were made under a Rule 10b5-1 trading plan adopted on March 7, 2025. Such plans pre-schedule trades in advance, indicating the timing is programmatic rather than a spontaneous reaction to short-term market events.

Why were 9,140 Workday (WDAY) shares disposed of in this filing?

The 9,140 shares reported with code F were withheld to satisfy tax obligations tied to the vesting of restricted stock units. This tax-withholding disposition is a standard administrative step, not an open-market sale decided by the executive.

How many Workday (WDAY) shares does the CFO hold after these transactions?

After the reported sales and tax withholding, Zane Rowe directly holds 217,930 shares of Workday Class A Common Stock. He also has 147,584 restricted stock units and 5,968 performance stock units outstanding, each convertible into one share upon settlement.

What do the RSU and PSU holdings mean for Workday (WDAY) CFO Zane Rowe?

The CFO’s 147,584 RSUs and 5,968 PSUs each entitle him to receive one share of Class A Common Stock upon settlement. These awards vest over time, subject to his continued service and, for PSUs, performance conditions, potentially increasing his future share ownership.