Workday CAO’s Form 4 shows routine RSU tax withholding

Rhea-AI Filing Summary

Workday, Inc. (WDAY) – Form 4 insider transaction

Chief Accounting Officer Mark S. Garfield reported a tax-related share disposition linked to restricted stock unit (RSU) vesting.

• Date of transaction: 07/05/2025
• Transaction code: F (shares withheld to satisfy tax obligations)
• Shares withheld: 618 Class A common shares at an implied price of $241.76
• Post-transaction beneficial ownership: 43,428 shares, including 41,560 unvested RSUs

No open-market buying or selling occurred; the filing reflects routine administrative withholding rather than a discretionary sale. The transaction does not alter Garfield’s overall exposure to WDAY in a material way and carries limited signalling value for public investors.

Insights

Securities Analyst

TL;DR: Routine tax withholding; neutral signal for investors.

The Form 4 shows an F-code transaction, meaning the issuer withheld 618 shares to cover payroll taxes on vested RSUs. Such events are administrative and do not indicate insider sentiment or a change in ownership intention. Garfield still controls 43,428 shares, keeping meaningful equity alignment with shareholders. Given Workday's ~260 million shares outstanding, the magnitude is immaterial and should not impact valuation or liquidity.

Corporate Governance Expert

TL;DR: Compliance filing, no governance concerns identified.

The disclosure is timely and adheres to Section 16 reporting rules. Use of share withholding to satisfy tax obligations is common and avoids open-market sales that might affect price or create perception issues. No red flags or unusual patterns emerge from this filing.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Garfield Mark S.

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	618	$241.76	$149K

Holdings After Transaction: Class A Common Stock — 43,428 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 41,560 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 07/08/2025 - 05:44 PM Learn about SEC filing dates

FAQ

How many Workday (WDAY) shares did Mark Garfield dispose of?

The filing shows 618 shares were withheld to cover taxes on RSU vesting.

Was the transaction an open-market sale?

No. Code F indicates issuer-withheld shares for tax purposes, not a market sale.

What is Garfield’s remaining ownership in WDAY after the transaction?

He now beneficially owns 43,428 shares, including 41,560 unvested RSUs.

Does this Form 4 imply bullish or bearish insider sentiment?

Because it is a routine tax-withholding event, it is generally viewed as neutral with minimal signalling value.

When did the RSU-related withholding occur?

The deemed disposition date is 07/05/2025.

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^*

Garfield Mark 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)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/05/2025

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	07/05/2025		F		618(1)	D	$241.76	43,428(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 41,560 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	07/08/2025
	** 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.