Workday (WDAY) legal chief logs share sale and RSU tax withholding

Rhea-AI Filing Summary

Workday, Inc. Chief Legal Officer & Secretary Richard Harry Sauer reported two Class A Common Stock transactions. On January 5, 2026, 3,549 shares were withheld by Workday at $205.79 per share to cover tax obligations tied to vesting restricted stock units. On January 6, 2026, he sold 1,130 shares at $210 per share in an open market transaction.

After these transactions, he beneficially owned 85,398 shares of Class A Common Stock, including 62,742 restricted stock units, each representing the right to receive one share upon settlement, subject to continued service and vesting. The reported sale was executed under a Rule 10b5-1 trading plan adopted on June 12, 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
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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^*

Sauer Richard Harry

(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 Legal Officer & Secty

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2026

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	01/05/2026		F		3,549(1)	D	$205.79	86,528(2)	D
Class A Common Stock	01/06/2026		S(3)		1,130	D	$210	85,398(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 62,742 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.

3. 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.

Remarks:

	/s/ Juliana Capata, attorney-in-fact	01/07/2026
	** 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 insider transactions did Workday (WDAY) report in this Form 4?

The filing reports that Richard Harry Sauer, Workday's Chief Legal Officer & Secretary, had 3,549 shares of Class A Common Stock withheld for taxes on January 5, 2026, and sold 1,130 shares of Class A Common Stock on January 6, 2026.

At what prices were the Workday (WDAY) insider transactions executed?

The tax withholding on January 5, 2026 was valued at $205.79 per share, and the open market sale on January 6, 2026 was executed at $210 per share.

How many Workday (WDAY) shares does Richard Harry Sauer own after these transactions?

Following the reported transactions, Richard Harry Sauer beneficially owned 85,398 shares of Workday Class A Common Stock, including restricted stock units.

How many restricted stock units (RSUs) does the Workday (WDAY) officer hold?

The beneficial ownership includes 62,742 restricted stock units (RSUs), each entitling him to receive one share of Workday Class A Common Stock upon settlement, subject to continued service and vesting.

Was the Workday (WDAY) insider sale made under a Rule 10b5-1 trading plan?

Yes. The sale reported in this Form 4 was effected under a Rule 10b5-1 trading plan that was previously adopted by the reporting person on June 12, 2025.

Who is the reporting person in this Workday (WDAY) Form 4 filing and what is their role?

The reporting person is Richard Harry Sauer, who serves as Chief Legal Officer & Secretary of Workday, Inc.