WDAY insider filing shows RSU tax withholding and open‑market sales

Rhea-AI Filing Summary

Workday (WDAY) insider filing: the company’s Chief Legal Officer & Secretary reported two transactions. On 10/05/2025, 3,459 Class A shares were withheld by the issuer to cover taxes upon RSU vesting at $236.48. On 10/07/2025, multiple open‑market sales were executed under a previously adopted Rule 10b5‑1 plan, in tranches of 200, 391, 369, 200, and 1,160 shares at weighted average prices of $230.525, $231.7547, $233.1971, $236.57, and $238.91.

Following these transactions, the reporting person beneficially owns 90,077 shares, which include 69,715 RSUs that settle into one share each upon vesting and 100 shares acquired via the Employee Stock Purchase Program.

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).

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)
10/05/2025

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	10/05/2025		F		3,459(1)	D	$236.48	92,397(2)	D
Class A Common Stock	10/07/2025		S(3)		200	D	$230.525(4)	92,197(2)	D
Class A Common Stock	10/07/2025		S(3)		391	D	$231.7547(5)	91,806(2)	D
Class A Common Stock	10/07/2025		S(3)		369	D	$233.1971(6)	91,437(2)	D
Class A Common Stock	10/07/2025		S(3)		200	D	$236.57(7)	91,237(2)	D
Class A Common Stock	10/07/2025		S(3)		1,160	D	$238.91(8)	90,077(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 69,715 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. Also includes 100 shares of Class A Common Stock that were purchased through the Issuer's Employee Stock Purchase Program on May 30, 2025.

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.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $230.20 to $231.1999, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.

5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $231.43 to $232.4299, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.

6. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $233.17 to $234.1699, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.

7. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $236.16 to $237.1599, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.

8. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $238.91 to $239.9099, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.

Remarks:

	/s/ Juliana Capata, attorney-in-fact	10/07/2025
	** 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 Workday (WDAY) insider report on this Form 4?

The Chief Legal Officer reported tax withholding of 3,459 shares on 10/05/2025 and multiple sales on 10/07/2025 under a Rule 10b5‑1 plan.

How many shares does the insider beneficially own after the transactions?

The insider beneficially owns 90,077 shares after the reported transactions.

Were the sales made under a 10b5-1 trading plan for WDAY?

Yes. The sales on 10/07/2025 were effected under a Rule 10b5‑1 plan adopted on June 12, 2025.

What were the sale tranche sizes and weighted average prices?

Tranches of 200, 391, 369, 200, and 1,160 shares at $230.525, $231.7547, $233.1971, $236.57, and $238.91.

What RSU details are included in the insider’s holdings?

Holdings include 69,715 RSUs, each settling into one Class A share upon vesting, subject to continued service.

What does the 3,459-share withholding represent?

It represents shares withheld by the issuer to satisfy tax withholding obligations upon RSU vesting at a price of $236.48.

Does the filing mention ESPP shares for WDAY?

Yes. It includes 100 Class A shares purchased through the Employee Stock Purchase Program on May 30, 2025.