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Workday Form 4: President Kazmaier covers taxes with 2.8k shares

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Workday, Inc. (WDAY) – Form 4 Insider Transaction

On 07/05/2025, President of Product & Technology Gerrit S. Kazmaier filed a Form 4 reporting the disposition of 2,757 Class A shares at $241.76 under transaction code “F.” Code F denotes shares withheld by the issuer solely to satisfy income-tax obligations triggered by the vesting of restricted stock units (RSUs); it does not represent an open-market sale initiated by the insider.

After the withholding, Kazmaier directly owns 120,968 Class A shares. This total includes 117,539 un-settled RSUs that will convert to common stock upon future vesting, contingent on continued service. No derivative security activity, option exercises, or discretionary share sales were reported.

The filing is administrative in nature and does not, on its face, signal any change in the executive’s long-term ownership stance or in Workday’s fundamental outlook.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Routine tax-withholding; neutral signal, no discretionary sell.

The transaction is coded “F,” confirming it is merely a share withholding to cover taxes on RSU vesting, not an elective sale. The 2,757 shares represent a small fraction (~2.3%) of Kazmaier’s post-transaction direct holdings. His remaining stake—including 117,539 RSUs—suggests continued alignment with shareholders. With no purchase or open-market sale activity, this filing is immaterial to the investment thesis and should be viewed as neutral.

TL;DR: Administrative Section 16 filing; impact negligible.

Code F filings typically indicate compliance with tax obligations rather than a strategic move. The executive maintains a significant equity position, supporting incentive alignment. No red flags regarding insider sentiment or governance emerge from this report. I classify the impact as not impactful for investors.

Insider Kazmaier Gerrit S
Role President, Prod. and Tech.
Type Security Shares Price Value
Tax Withholding Class A Common Stock 2,757 $241.76 $667K
Holdings After Transaction: Class A Common Stock — 120,968 shares (Direct)
Footnotes (1)
  1. Represents shares withheld by the Issuer to satisfy the tax withholding obligation in connection with the vesting of restricted stock units (RSUs). Includes 117,539 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.
Form 4 Insider Transactions: What Each Field Means →
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 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)
President, Prod. and Tech.
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 2,757(1) D $241.76 120,968(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 117,539 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 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.

Source: View Original Filing on SEC EDGAR

FAQ

How many Workday (WDAY) shares were reported in the Form 4?

The filing shows 2,757 Class A shares were disposed of to satisfy tax withholding on RSU vesting.

Was the transaction a discretionary sale by Gerrit S. Kazmaier?

No. Transaction code “F” indicates the shares were withheld by Workday for tax purposes, not sold on the open market.

What is Kazmaier’s remaining ownership after the transaction?

He now directly holds 120,968 Class A shares, including 117,539 RSUs that will settle upon vesting.

At what price were the shares withheld?

The shares were valued at $241.76 per share for tax withholding purposes.

Did the Form 4 disclose any derivative security transactions?

No derivative security acquisitions or dispositions were reported in this filing.