[Form 4] Workday, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Workday, Inc. (WDAY) – Form 4 insider filing

CFO Zane Rowe disclosed two distinct transactions:

• 07 Jul 2025: 9,068 shares of Class A Common Stock were withheld for taxes upon RSU vesting at a price recorded as $241.76 (Code F).
• 08 Jul 2025: An aggregate 6,000 shares were sold under a pre-arranged Rule 10b5-1 plan (Code S) across five trades, at weighted-average prices ranging from $238.01 – $242.21.

Following these transactions, Rowe’s direct beneficial ownership stands at 178,418 shares, of which 114,002 are un-settled RSUs that convert 1-for-1 into Class A shares upon future vesting. No new derivative positions were opened or closed.

The sale represents roughly 3.4 % of Rowe’s post-transaction holdings and was executed through a 10b5-1 trading plan adopted on 7 Mar 2025, signalling advance compliance rather than opportunistic timing. Overall insider ownership by the CFO remains substantial, limiting the materiality of the disposition for most valuation models, yet the filing provides investors with visibility into leadership’s current equity exposure and upcoming RSU supply.

Positive

• Substantial residual ownership: CFO still controls 178,418 shares, including 114,002 RSUs, maintaining alignment with shareholders.
• 10b5-1 plan compliance: Disposition executed under a pre-scheduled trading plan, reducing concerns of opportunistic timing.

Negative

• Insider selling signal: Even modest sales by top executives can weigh on short-term sentiment.
• Incremental share supply: Vesting RSUs add eventual dilution, though immaterial near term.

Insights

Securities Analyst

TL;DR – Small, planned insider sale; minimal valuation impact.

The 6,000-share disposal (~US$1.44 m) is modest versus Rowe’s 178 k-share stake and Workday’s ~260 m share float. Because transactions were executed under a 10b5-1 plan and accompanied by routine tax-withholding, I see neutral fundamental implications. Insider selling upticks may influence near-term sentiment, but share volume is immaterial to liquidity. No change to earnings outlook or cash-flow runway is implied.

Corporate Governance Expert

TL;DR – Filing shows procedural compliance; governance posture intact.

Rowe followed SEC Rule 10b5-1, disclosed weighted-average pricing ranges, and retained a meaningful equity alignment. The continued holding of over 114 k RSUs links compensation to shareholder value. The sale does not raise red-flags on governance, though investors may monitor future patterns for clustering ahead of sensitive events.

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).

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^*

Rowe Zane

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/05/2025

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	07/05/2025		F		9,068(1)	D	$241.76	184,418(2)	D
Class A Common Stock	07/08/2025		S(3)		2,100	D	$238.0114(4)	182,318	D
Class A Common Stock	07/08/2025		S(3)		400	D	$238.8657(5)	181,918	D
Class A Common Stock	07/08/2025		S(3)		2,600	D	$240.3266(6)	179,318	D
Class A Common Stock	07/08/2025		S(3)		700	D	$241.2914(7)	178,618	D
Class A Common Stock	07/08/2025		S(3)		200	D	$242.21(8)	178,418	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 114,002 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 on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Zane Rowe on March 7, 2025.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $237.48 to $238.4799, 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 $238.48 to $239.4799, 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 $239.78 to $240.7799, 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 $240.94 to $241.9399, 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 $242.11 to $243.1099, 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	07/08/2025
	** 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

How many Workday (WDAY) shares did CFO Zane Rowe sell?

Rowe sold 6,000 Class A shares on 08 Jul 2025.

At what prices were the WDAY shares sold?

Weighted-average sale prices ranged from $238.01 to $242.21.

Does the CFO still own Workday stock after the sale?

Yes. Rowe now beneficially owns 178,418 shares, including 114,002 RSUs.

Was the sale part of a 10b5-1 trading plan?

Yes. The filing states the transactions were executed under a Rule 10b5-1 plan adopted on 7 Mar 2025.

Why were 9,068 shares withheld on 07 Jul 2025?

Those shares were withheld to satisfy tax obligations related to RSU vesting (Code F).