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  4. [Form 4] Workday, Inc. Insider Trading Activity

WDAY insider: 6,000 shares sold under 10b5-1; 106,037 RSUs remain

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

Rhea-AI Filing Summary

Workday, Inc. (WDAY) Chief Financial Officer Zane Rowe reported multiple transactions in early October 2025, including withholding of 3,950 shares on 10/05/2025 to satisfy taxes related to restricted stock unit (RSU) vesting and several open-market sales under a Rule 10b5-1 plan executed on 10/07/2025. The sales on 10/07/2025 total 6,000 shares sold across multiple price ranges from $230.28 to $238.85, reported as weighted-average prices for grouped trades. Following these transactions, the reporting person beneficially owned 168,468 shares, which include 106,037 outstanding RSUs that convert to one share each upon settlement. The Form 4 notes the 10b5-1 plan adoption date of 03/07/2025 and states that all RSU grants are subject to continued service on vesting dates.

Positive

  • Use of a Rule 10b5-1 plan (adopted 03/07/2025) indicates the sales were pre-scheduled rather than opportunistic
  • Substantial retained interest remains: 168,468 shares beneficially owned after transactions
  • RSU disclosure: 106,037 RSUs remain outstanding and convert 1:1 upon settlement

Negative

  • Insider selling of 6,000 shares on 10/07/2025 could reduce perceived insider alignment
  • Shares withheld for taxes: 3,950 shares surrendered on 10/05/2025, diluting outstanding shares when RSUs settle

Insights

TL;DR: CFO used a pre-set 10b5-1 plan to sell 6,000 shares after 3,950 RSUs were withheld for taxes.

The transactions include a tax-withholding share surrender tied to RSU vesting and multiple market sales executed under a Rule 10b5-1 trading plan adopted on 03/07/2025. The sales span price ranges between $230.28 and $238.85, reported as weighted averages for grouped trades.

Reliance on a 10b5-1 plan typically signals pre-scheduled disposition rather than opportunistic trading; monitor future Form 4s for additional periodic sales or changes to the 10b5-1 plan if tracking insider selling pace over the next 3-12 months.

TL;DR: Post-transactions beneficial ownership stands at 168,468 shares, including 106,037 RSUs subject to continued service.

The filing confirms that 106,037 RSUs remain outstanding and will convert to Class A shares upon settlement, subject to vesting and continued employment. The tax withholding of 3,950 shares reduced immediate share counts without cash payment by the executive.

Watch vesting schedules and any future withholding or sales that affect dilution and executive alignment with shareholders over the remainder of the fiscal year.

Insider Rowe Zane
Role Chief Financial Officer
Sold 6,000 shs ($1.40M)
Type Security Shares Price Value
Sale Class A Common Stock 702 $230.5266 $162K
Sale Class A Common Stock 2,231 $231.8189 $517K
Sale Class A Common Stock 2,267 $233.0046 $528K
Sale Class A Common Stock 200 $233.52 $47K
Sale Class A Common Stock 200 $234.865 $47K
Sale Class A Common Stock 300 $236.7133 $71K
Sale Class A Common Stock 100 $237.87 $24K
Tax Withholding Class A Common Stock 3,950 $236.48 $934K
Holdings After Transaction: Class A Common Stock — 173,766 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 106,037 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 on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Zane Rowe on March 7, 2025. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $230.28 to $231.2799, 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $231.41 to $232.4099, 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $232.42 to $233.4199, 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $233.44 to $234.4399, 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $234.83 to $235.8299, 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. 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $237.85 to $238.8499, 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.
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).
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)
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 3,950(1) D $236.48 174,468(2) D
Class A Common Stock 10/07/2025 S(3) 702 D $230.5266(4) 173,766(2) D
Class A Common Stock 10/07/2025 S(3) 2,231 D $231.8189(5) 171,535(2) D
Class A Common Stock 10/07/2025 S(3) 2,267 D $233.0046(6) 169,268(2) D
Class A Common Stock 10/07/2025 S(3) 200 D $233.52(7) 169,068(2) D
Class A Common Stock 10/07/2025 S(3) 200 D $234.865(8) 168,868(2) D
Class A Common Stock 10/07/2025 S(3) 300 D $236.7133(9) 168,568(2) D
Class A Common Stock 10/07/2025 S(3) 100 D $237.87(10) 168,468(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 106,037 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 $230.28 to $231.2799, 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 $231.41 to $232.4099, 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 $232.42 to $233.4199, 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 $233.44 to $234.4399, 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 $234.83 to $235.8299, 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.
9. 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.
10. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $237.85 to $238.8499, 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Workday CFO Zane Rowe report on Form 4 (WDAY)?

The CFO reported 3,950 Class A shares withheld for tax withholding on 10/05/2025 and sales of 6,000 Class A shares under a Rule 10b5-1 plan on 10/07/2025.

How many shares does Zane Rowe beneficially own after these transactions (WDAY)?

After the reported transactions, the reporting person beneficially owns 168,468 shares, including 106,037 RSUs.

Were the sales part of a prearranged plan for WDAY insider trading?

Yes. The sales on 10/07/2025 were effected pursuant to a Rule 10b5-1 trading plan adopted on 03/07/2025.

What price ranges were reported for the shares sold by the CFO (WDAY)?

Reported weighted-average prices span grouped trade ranges from $230.28 up to $238.85, with specific grouped averages disclosed on the Form 4.

Do the RSUs reported by the CFO still vest in the future (WDAY)?

Yes. The filing states the 106,037 RSUs are subject to vesting and require the reporting person's continued service on applicable vesting dates.