Workday CLO reports tax-withholding share disposition

Workday, Inc. Chief Legal Officer & Secty Richard Harry Sauer reported a tax-withholding share disposition related to equity compensation.

Rhea-AI Filing Summary

Workday, Inc. Chief Legal Officer & Secty Richard Harry Sauer reported a tax-withholding share disposition related to equity compensation. The company withheld 7,051 shares of Class A Common Stock at $132.26 per share to cover tax obligations triggered by the vesting of restricted stock units.

After this non-market transaction, Sauer directly owns 82,479 shares of Class A Common Stock. His holdings also include 48,525 restricted stock units and 4,132 performance stock units, each convertible into one share of Class A Common Stock upon settlement, subject to continued service and vesting conditions.

Insider Trade Summary

Exercise Price or Tax Liability: 7,051 shares

Exercise Price or Tax Liability 1 txn

Insider Sauer Richard Harry

Role Chief Legal Officer & Secty

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	7,051	$132.26	$933K

Holdings After Transaction: Class A Common Stock — 82,479 shares (Direct)

Footnotes (2)

1. F1. Represents shares withheld by the Issuer to satisfy the tax withholding obligation in connection with the vesting of restricted stock units (RSUs).
2. F2. Includes 48,525 RSUs and 4,132 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.

Key Figures

Tax-withheld shares: 7,051 shares Withholding price: $132.26 per share Shares held after transaction: 82,479 shares +2 more

5 metrics

Tax-withheld shares 7,051 shares Shares withheld to satisfy tax obligations on RSU vesting

Withholding price $132.26 per share Value used for 7,051 withheld Class A shares

Shares held after transaction 82,479 shares Direct Class A holdings following tax-withholding disposition

Restricted stock units 48,525 RSUs Each RSU entitles holder to one Class A share upon settlement

Performance stock units 4,132 PSUs Each PSU entitles holder to one Class A share upon settlement

Key Terms

restricted stock units (RSUs), performance stock units (PSUs), tax withholding obligation, Class A Common Stock

4 terms

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 48,525 RSUs and 4,132 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.

tax withholding obligation financial

"to satisfy the tax withholding obligation in connection with the vesting"

Class A Common Stock financial

"entitle the Reporting Person to receive one share of Class A Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Workday (WDAY) insider Richard Harry Sauer report in this Form 4?

Richard Harry Sauer reported a tax-withholding disposition of 7,051 Workday Class A shares. These shares were withheld by the company at $132.26 per share to satisfy tax obligations arising from vesting restricted stock units, rather than being sold in an open-market transaction.

Was the Workday (WDAY) Form 4 transaction an open-market sale of shares?

The reported transaction was not an open-market sale; it was tax withholding. Workday withheld 7,051 Class A shares at $132.26 per share to cover Richard Harry Sauer’s tax liability from vesting RSUs, a routine administrative step tied to equity compensation vesting.

How many Workday (WDAY) shares does Richard Harry Sauer hold after this Form 4?

Following the tax-withholding transaction, Richard Harry Sauer directly holds 82,479 Workday Class A shares. In addition, he has 48,525 restricted stock units and 4,132 performance stock units outstanding, each convertible into one share upon settlement if service-based and performance vesting conditions are met.

What equity awards are outstanding for Workday (WDAY) insider Richard Harry Sauer?

Richard Harry Sauer has 48,525 restricted stock units and 4,132 performance stock units outstanding. Each RSU or PSU entitles him to receive one Workday Class A share upon settlement, provided he continues serving the company and the relevant vesting conditions are satisfied.

Why did Workday (WDAY) withhold shares from Richard Harry Sauer’s equity vesting?

Workday withheld 7,051 shares to satisfy tax withholding obligations tied to vesting restricted stock units. This approach uses a portion of the vested shares, valued at $132.26 each, to cover required taxes instead of requiring separate cash payments from the reporting person.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/07/2026 - 06:42 PM Learn about SEC filing dates

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^*

Sauer Richard Harry

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer & Secty

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/05/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	04/05/2026		F		7,051(1)	D	$132.26	82,479(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 48,525 RSUs and 4,132 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.

Remarks:

	/s/ Alice Lin, attorney-in-fact	04/07/2026
	** 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.
* Form 4: SEC 1474 (03-26)