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Workday (WDAY) Chief Legal Officer receives sizable RSU awards

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Sauer Richard Harry reported acquisition or exercise transactions in this Form 4 filing.

Workday, Inc. Chief Legal Officer & Secretary Richard Harry Sauer reported equity awards of Class A common stock in the form of stock units. He was granted 52,374 restricted stock units (RSUs) and 46,555 RSUs at a price of $0.00 per share as compensation, not open‑market purchases. Footnotes state one 52,374‑unit grant will vest in 16 equal parts beginning July 5, 2026, and the 46,555‑unit grant will vest in 12 equal parts beginning July 5, 2026, in each case quarterly and subject to his continued service.

Positive

  • None.

Negative

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Insider Sauer Richard Harry
Role Chief Legal Officer & Secty
Type Security Shares Price Value
Grant/Award Class A Common Stock 52,374 $0.00 --
Grant/Award Class A Common Stock 46,555 $0.00 --
Holdings After Transaction: Class A Common Stock — 134,853 shares (Direct, null)
Footnotes (1)
  1. Includes 100,899 restricted stock units (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, including 52,374 RSUs with a grant date of May 5, 2026, which will vest as to 1/16 of the underlying shares on July 5, 2026, and then quarterly thereafter. All grants are subject to the Reporting Person's continued service with the Issuer on the applicable vesting dates. Includes 147,454 RSUs and 4,132 PSUs, each of which entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, including 46,555 RSUs with a grant date of May 5, 2026, which will vest as to 1/12 of the underlying shares on July 5, 2026, and then quarterly thereafter. All grants are subject to the Reporting Person's continued service with the Issuer on the applicable vesting dates.
RSU grant size 52,374 RSUs Grant dated May 5, 2026; vests 1/16 starting July 5, 2026
Second RSU grant size 46,555 RSUs Grant dated May 5, 2026; vests 1/12 starting July 5, 2026
RSUs referenced in first footnote 100,899 RSUs Restricted stock units entitling one share each upon settlement
PSUs referenced in footnotes 4,132 PSUs Performance stock units, one share each upon settlement
RSUs referenced in second footnote 147,454 RSUs Restricted stock units entitling one share each upon settlement
Transaction price per share $0.00 per share Equity awards coded as grant/award acquisitions
restricted stock units (RSUs) financial
"Includes 100,899 restricted stock units (RSUs) and 4,132 performance stock units"
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 100,899 restricted stock units (RSUs) and 4,132 performance stock units"
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.
vest financial
"which will vest as to 1/16 of the underlying shares on July 5, 2026, and then quarterly"
A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.
settlement financial
"each of which entitle the Reporting Person to receive one share of Class A Common Stock upon settlement"
Settlement is the process of completing a financial transaction, like buying or selling a stock, by transferring money and ownership between parties. It ensures that both the buyer gets the asset and the seller gets paid, making the deal official. Without settlement, the transaction wouldn't be finalized or legally recognized.
Grant, award, or other acquisition financial
"transaction_code_description": "Grant, award, or other acquisition""
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Legal Officer & Secty
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/05/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock05/05/2026A52,374A$0134,853(1)D
Class A Common Stock05/05/2026A46,555A$0181,408(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Includes 100,899 restricted stock units (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, including 52,374 RSUs with a grant date of May 5, 2026, which will vest as to 1/16 of the underlying shares on July 5, 2026, and then quarterly thereafter. All grants are subject to the Reporting Person's continued service with the Issuer on the applicable vesting dates.
2. Includes 147,454 RSUs and 4,132 PSUs, each of which entitle the Reporting Person to receive one share of Class A Common Stock upon settlement, including 46,555 RSUs with a grant date of May 5, 2026, which will vest as to 1/12 of the underlying shares on July 5, 2026, and then quarterly thereafter. 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-fact05/07/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Workday (WDAY) report for Richard Harry Sauer?

Workday reported that Chief Legal Officer & Secretary Richard Harry Sauer received grants of Class A common stock units. The filing shows two compensation-related acquisitions coded as awards, not market purchases, increasing his equity exposure through restricted stock units subject to vesting conditions.

How many Workday (WDAY) stock units were granted to Richard Sauer in this Form 4?

The filing shows grants of 52,374 restricted stock units (RSUs) and 46,555 RSUs of Workday Class A Common Stock. Each unit entitles him to receive one share upon settlement, according to the detailed footnotes included with the insider ownership disclosure.

What are the vesting terms of Richard Sauer’s new Workday (WDAY) RSU grants?

One RSU grant of 52,374 units vests in 16 equal parts, starting July 5, 2026, with quarterly vesting thereafter. The 46,555‑unit RSU grant vests in 12 equal parts beginning July 5, 2026, also quarterly, in each case contingent on his continued service.

Does Richard Sauer’s Workday (WDAY) Form 4 reflect open-market stock purchases?

No. The Form 4 reports transactions coded as “A” for grant, award, or other acquisition at a price of $0.00 per share. This indicates equity compensation in the form of stock units rather than open‑market purchases of Workday Class A Common Stock.

How many Workday (WDAY) RSUs and PSUs are referenced in the footnotes for Richard Sauer?

One footnote references 100,899 restricted stock units (RSUs) and 4,132 performance stock units (PSUs). Another references 147,454 RSUs and 4,132 PSUs. Each RSU or PSU entitles him to receive one share of Class A Common Stock upon settlement, subject to vesting.

What conditions apply to the vesting of Richard Sauer’s Workday (WDAY) equity awards?

All described RSU and PSU grants are subject to his continued service with Workday on each applicable vesting date. If he remains in service, portions of the awards vest quarterly starting July 5, 2026, based on the specific schedules detailed in the filing footnotes.