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Workday (WDAY) CAO receives two 23,277-share RSU grants as equity pay

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Workday, Inc. reported that Chief Accounting Officer Mark S. Garfield acquired Class A Common Stock through equity awards, not open-market purchases. The Form 4 shows two grants of 23,277 restricted stock units (RSUs) each, awarded at no cash cost to him.

Footnotes state that each RSU entitles him to one share of Class A Common Stock upon settlement. One 23,277-RSU grant will vest in 1/16 increments starting on July 5, 2026 and then quarterly, while another 23,277-RSU grant will vest in 1/12 increments starting the same date and then quarterly, in each case conditioned on his continued service.

Positive

  • None.

Negative

  • None.
Insider Garfield Mark S.
Role Chief Accounting Officer
Type Security Shares Price Value
Grant/Award Class A Common Stock 23,277 $0.00 --
Grant/Award Class A Common Stock 23,277 $0.00 --
Holdings After Transaction: Class A Common Stock — 54,744 shares (Direct, null)
Footnotes (1)
  1. Includes 48,751 restricted stock units (RSUs), each of which entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, including 23,277 RSUs with a grant date of May 5, 2026, which will vest as to 1/16 of the underlying shares on July 5, 2026, and then quarterly thereafter. All grants are subject to the Reporting Person's continued service with the Issuer on the applicable vesting dates. Includes 72,028 RSUs, each of which entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, including 23,277 RSUs with a grant date of May 5, 2026, which will vest as to 1/12 of the underlying shares on July 5, 2026, and then quarterly thereafter. All grants are subject to the Reporting Person's continued service with the Issuer on the applicable vesting dates.
Individual RSU grant size 23,277 RSUs Each new RSU award of Class A Common Stock granted May 5, 2026
Total RSUs in first grouping 48,751 RSUs Includes 23,277 RSUs granted May 5, 2026 vesting 1/16 from July 5, 2026
Total RSUs in second grouping 72,028 RSUs Includes 23,277 RSUs granted May 5, 2026 vesting 1/12 from July 5, 2026
Shares after first award line 78,021 shares Direct Class A Common Stock holdings following one reported acquisition
Shares after second award line 54,744 shares Direct Class A Common Stock holdings following the other reported acquisition
restricted stock units (RSUs) financial
"Includes 48,751 restricted stock units (RSUs), each of which entitle the Reporting Person to receive one share"
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.
vest financial
"which will vest as to 1/16 of the underlying shares on July 5, 2026, and then quarterly thereafter"
A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.
settlement financial
"each of which entitle the Reporting Person to receive one share of Class A Common Stock upon settlement"
Settlement is the process of completing a financial transaction, like buying or selling a stock, by transferring money and ownership between parties. It ensures that both the buyer gets the asset and the seller gets paid, making the deal official. Without settlement, the transaction wouldn't be finalized or legally recognized.
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).
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*
Garfield Mark S.

(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 Accounting Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/05/2026
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 Stock05/05/2026A23,277A$054,744(1)D
Class A Common Stock05/05/2026A23,277A$078,021(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. Includes 48,751 restricted stock units (RSUs), each of which entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, including 23,277 RSUs with a grant date of May 5, 2026, which will vest as to 1/16 of the underlying shares on July 5, 2026, and then quarterly thereafter. All grants are subject to the Reporting Person's continued service with the Issuer on the applicable vesting dates.
2. Includes 72,028 RSUs, each of which entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, including 23,277 RSUs with a grant date of May 5, 2026, which will vest as to 1/12 of the underlying shares on July 5, 2026, and then quarterly thereafter. 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-fact05/07/2026
** 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 insider transaction did Workday (WDAY) report for Mark S. Garfield?

Workday reported that Chief Accounting Officer Mark S. Garfield received equity awards of Class A Common Stock via restricted stock units (RSUs). These are compensation-related grants, not open-market purchases, and provide future shares as they vest over time.

How many Workday RSUs did Mark S. Garfield receive in this Form 4 filing?

The filing shows two equity awards of 23,277 restricted stock units (RSUs) each. Every RSU represents the right to receive one share of Workday Class A Common Stock upon settlement, subject to the specific vesting schedules and continued employment conditions described.

What are the vesting terms for Mark S. Garfield’s new Workday RSU awards?

One 23,277-RSU grant vests in 1/16 increments beginning July 5, 2026, then quarterly. Another 23,277-RSU grant vests in 1/12 increments from the same date, also quarterly. Both awards require Garfield’s continued service with Workday on each vesting date.

Did Mark S. Garfield buy or sell Workday (WDAY) shares on the market?

The Form 4 does not show any open-market buys or sells. Instead, it reports compensation-related acquisitions coded as “A,” representing grants or awards of restricted stock units that convert into shares over time as vesting conditions are met.

How many total RSUs are referenced for Mark S. Garfield in the Workday filing?

Footnotes reference 48,751 RSUs in one grouping and 72,028 RSUs in another, each including a 23,277-RSU grant dated May 5, 2026. These figures reflect broader RSU holdings and newly granted awards, all subject to vesting and continued service requirements.