Kazmaier Gerrit S 4

What Happened
Gerrit S. Kazmaier, President of Product and Technology at Workday (WDAY), disposed of a total of 21,626 shares in two transactions related to RSU vesting and an open‑market sale. On 2026-04-05, 12,270 shares were withheld by the issuer to satisfy tax withholding for vested RSUs (12,270 shares at $132.26, reported value $1,622,830). On 2026-04-07, he sold 9,356 shares in the open market at $128.39 per share (reported value $1,201,217). Total reported proceeds/withholding value ≈ $2,824,047. These were disposals (sales/withholdings), not purchases.

Key Details

• Transaction dates and prices:
  • 2026-04-05: 12,270 shares withheld for tax @ $132.26 (F) — $1,622,830.
  • 2026-04-07: 9,356 shares open‑market sale @ $128.39 (S) — $1,201,217.
• Total shares affected: 21,626; total reported value ≈ $2.82M.
• Shares owned after transaction: not specified in the filing.
• Footnotes of note:
  • F1: Withheld shares to satisfy tax withholding on RSU vesting.
  • F2: Filing references 161,956 RSUs that convert to one share each upon settlement (subject to continued service).
  • F3: The open‑market sale was executed under a Rule 10b5‑1 trading plan adopted Sept 19, 2025.
• Filing timeliness: Form 4 filed 2026-04-07 for activity on 2026-04-05 and 04-07 — not indicated as late in the filing.

Context
The 04-05 transaction was a tax‑withholding event tied to RSU vesting (issuer withheld shares rather than cash), while the 04-07 sale was executed under a prearranged 10b5‑1 plan (common for insiders to schedule sales). These are disposals and do not indicate a new buy signal; purchases are generally considered more informative about insider conviction. The filing also notes a large number of unvested RSUs (161,956) that could lead to future share settlements subject to vesting and continued service.