What is the nature of the 12,270-share disposition in the Workday (WDAY) Form 4?

The 12,270 shares were withheld by Workday to satisfy tax withholding obligations related to vesting restricted stock units. This is coded as an F transaction and represents a tax-withholding disposition, not an open-market sale initiated by the executive on a stock exchange.

Workday (WDAY) product and tech president sells shares, keeps 165K stake

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Workday, Inc. President of Product and Technology Gerrit S. Kazmaier reported an open-market sale of 9,356 shares of Class A Common Stock at $128.39 per share. He also had 12,270 shares withheld to cover tax obligations tied to restricted stock unit vesting, which is not an open-market sale.

After these transactions, he directly holds 165,074 shares, which the filing notes include 161,956 restricted stock units that settle into one share each upon vesting, subject to continued service. The sale was carried out under a pre-established Rule 10b5-1 trading plan dated September 19, 2025, indicating the timing was pre-planned.

Insights

Routine pre-planned sale and tax withholding; large equity stake remains.

Executive Gerrit S. Kazmaier reported selling 9,356 Workday Class A shares at $128.39 per share in an open-market transaction. A separate 12,270-share disposition reflects shares withheld to satisfy RSU-related tax obligations, a non-market event typical for equity compensation.

The filing states the sale occurred under a pre-established Rule 10b5-1 trading plan, suggesting routine portfolio management rather than opportunistic timing. Following these actions, he directly holds 165,074 shares, including 161,956 RSUs that may convert into stock over future vesting dates, so his overall equity exposure remains substantial.

Insider Trade Summary 10b5-1

Net Seller: 9,356 shares ($1,201,217)

Net Sell 2 txns

Insider Kazmaier Gerrit S

Role President, Prod. and Tech.

Sold 9,356 shs ($1.20M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	9,356	$128.39	$1.20M
Tax Withholding	Class A Common Stock	12,270	$132.26	$1.62M

Holdings After Transaction: Class A Common Stock — 165,074 shares (Direct)

Footnotes (1)

Represents shares withheld by the Issuer to satisfy the tax withholding obligation in connection with the vesting of restricted stock units (RSUs). Includes 161,956 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. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person dated September 19, 2025.

Key Figures

Open-market sale: 9,356 shares at $128.39 Tax-withholding shares: 12,270 shares at $132.26 Shares held after sale: 165,074 shares +1 more

4 metrics

Open-market sale 9,356 shares at $128.39 Class A Common Stock sold on 2026-04-07

Tax-withholding shares 12,270 shares at $132.26 Withheld to cover RSU-related taxes on 2026-04-05

Shares held after sale 165,074 shares Direct holdings following reported transactions

RSUs outstanding 161,956 RSUs Each RSU entitles holder to one share upon settlement

Key Terms

Rule 10b5-1 trading plan, restricted stock units (RSUs), tax withholding obligation, Class A Common Stock

4 terms

Rule 10b5-1 trading plan financial

"The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted..."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

restricted stock units (RSUs) financial

"Represents shares withheld by the Issuer to satisfy the tax withholding obligation in connection with the 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.

tax withholding obligation financial

"Represents shares withheld by the Issuer to satisfy the tax withholding obligation in connection with the vesting of restricted stock units..."

Class A Common Stock financial

"security_title: 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.

Form 4 Insider Transactions: What Each Field Means →

04/07/2026 - 06:47 PM

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^*

Kazmaier Gerrit S

(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)
	President, Prod. and Tech.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/05/2026		F		12,270⁽¹⁾	D	$132.26	174,430⁽²⁾	D
Class A Common Stock	04/07/2026		S⁽³⁾		9,356	D	$128.39	165,074⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 161,956 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 September 19, 2025.

Remarks:

	/s/ Richard H. Sauer, 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Workday (WDAY) executive Gerrit Kazmaier report in this Form 4?

Gerrit Kazmaier reported selling 9,356 shares of Workday Class A stock at $128.39 per share. He also reported 12,270 shares withheld to cover taxes on vesting RSUs and now directly holds 165,074 shares, including 161,956 restricted stock units.

Was the Workday (WDAY) insider sale by Gerrit Kazmaier pre-planned?

Yes. The filing states the sales were effected under a Rule 10b5-1 trading plan adopted on September 19, 2025. Such plans pre-schedule trades, meaning the timing reflects an established program rather than a discretionary market-timing decision by the executive.

How many Workday (WDAY) shares does Gerrit Kazmaier hold after these transactions?

After the reported transactions, Gerrit Kazmaier directly holds 165,074 shares of Workday Class A Common Stock. This total includes 161,956 restricted stock units, each entitling him to receive one share upon settlement if service-based vesting conditions are met.

What type of security did Workday (WDAY) executive Gerrit Kazmaier sell?

Gerrit Kazmaier sold Workday Class A Common Stock. The filing reports an open-market sale of 9,356 shares at $128.39 per share, while also indicating ongoing holdings that include a significant number of time-vested restricted stock units tied to his continued service.