[Form 4] Workday, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Richard H. Sauer, Workday Chief Legal Officer and Secretary, reported a sale of 1,160 shares of Class A common stock on 09/17/2025 at $235.41 per share under a previously adopted Rule 10b5-1 trading plan dated 06/12/2025. After the sale he beneficially owns 95,756 shares, a total that includes 76,688 restricted stock units that will convert to shares upon vesting conditioned on continued service.

The filing was signed by an attorney-in-fact on 09/19/2025 and contains no other transactions or derivative activity.

Positive

• Compliance with Rule 10b5-1: sale effected under a pre-existing trading plan dated 06/12/2025
• Substantial retained stake: beneficial ownership of 95,756 shares remains after the sale
• Significant RSU holdings: 76,688 RSUs will convert to shares upon vesting, aligning the officer with shareholder interests if service continues

Negative

• Insider sale: disposition of 1,160 Class A shares at $235.41 per share on 09/17/2025

Insights

Securities Analyst

TL;DR: Officer executed a routine 10b5-1 sale; meaningful ongoing equity stake remains due to large RSU holdings.

The reported sale of 1,160 shares under a Rule 10b5-1 plan indicates a preplanned, non-discretionary disposition rather than an opportunistic trade. The post-transaction beneficial ownership of 95,756 shares, including 76,688 RSUs, suggests continued alignment with shareholders through future equity vesting. There is no indication of derivative positions or additional dispositions in this filing. Overall, this is a routine insider liquidity event with limited immediate material impact on corporate governance or capital structure.

Corporate Governance Expert

TL;DR: Form 4 shows compliance with trading-plan disclosure; ownership retention via RSUs remains substantial.

The filing documents a specified sale under an existing 10b5-1 plan dated June 12, 2025, which provides procedural protection for insiders trading while avoiding accusations of trading on material nonpublic information. Retention of 95,756 shares, heavily weighted by unvested RSUs, preserves incentive alignment but means a portion of reported ownership is contingent on continued service. No departures, option exercises, or other governance events are disclosed.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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)
09/17/2025

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	09/17/2025		S(1)		1,160	D	$235.41	95,756(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. 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.

2. Includes 76,688 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.

Remarks:

	/s/ Juliana Capata, attorney-in-fact	09/19/2025
	** 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.

FAQ

What did the Workday (WDAY) Form 4 filed by Richard H. Sauer disclose?

The filing discloses a sale of 1,160 Class A shares on 09/17/2025 at $235.41 per share under a Rule 10b5-1 plan.

How many Workday shares does Richard H. Sauer beneficially own after the reported transaction?

He beneficially owns 95,756 shares following the reported sale.

Does the Form 4 indicate any derivative securities or option exercises for WDAY?

No. The Form 4 contains no reported derivative transactions, option exercises, or other derivative positions.

Are any of the reported shares subject to vesting or other conditions?

Yes. The beneficial ownership total includes 76,688 restricted stock units (RSUs) that convert to shares upon settlement and are subject to continued service vesting conditions.

Was the sale discretionary or part of a pre-existing plan?

The sale was effected pursuant to a pre-existing Rule 10b5-1 trading plan dated 06/12/2025, indicating a preplanned transaction.