Workday, Inc. — Director's Dealing 2023

Oct 11, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2023-10-05

Reporting Person: Sauer Richard Harry (Chief Legal Officer & Secty)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-10-05	Class A Common Stock	S	4218	$205.4077	Disposed	93154	Direct
2023-10-05	Class A Common Stock	S	27	$206.4431	Disposed	93127	Direct
2023-10-06	Class A Common Stock	S	1849	$202.5233	Disposed	91278	Direct
2023-10-06	Class A Common Stock	S	738	$204.0388	Disposed	90540	Direct
2023-10-06	Class A Common Stock	S	152	$204.4457	Disposed	90388	Direct

Footnotes

F1: These sales represent shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units (RSUs). These sales are mandated by the Issuer's election under its equity incentive plans to require the satisfaction of a tax withholding obligation to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.

F2: The price reported is a weighted average price. These shares were sold as part of a block trade for multiple security holders of Workday, Inc. in multiple transactions at prices ranging from $203.43 to $208.85, 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 set forth in this footnote 2 with regard to the block trade.

F3: Includes 78,334 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.

F4: The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $206.4306 to $206.4542, 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 set forth in this footnote of this Form 4.

F5: These sales were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person dated June 7, 2023.

F6: The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $202.14 and $203.1399, 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 set forth in this footnote of this Form 4.

F7: The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $203.38 and $204.3799, 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 set forth in this footnote of this Form 4.

F8: The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $204.39 and $205.3899, 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 set forth in this footnote of this Form 4.