Workday 10% holder plans $18.8M stock sale

A major Workday stockholder filed a Rule 144 notice to sell 90,615 Class A shares, following prior 10b5-1 program sales in recent months.

Rhea-AI Filing Summary

Workday, Inc. (WDAY) has a significant shareholder, the DAVID A. DUFFIELD TRUST U/T/A 7/14/88, filing a notice to sell 90,615 shares of Class A common stock under Rule 144 through Morgan Stanley Smith Barney LLC, with an indicated aggregate market value of $18,750,055.80.

The trust reported prior Rule 10b5-1 sales of Workday common stock during the past three months, including multiple transactions between June and September 2026, each involving tens of thousands of shares and multi-million dollar proceeds.

Key Figures

Shares to be sold under Rule 144: 90,615 shares Aggregate market value of planned sale: $18,750,055.80 Workday shares outstanding: 196,000,000 shares +3 more

6 metrics

Shares to be sold under Rule 144 90,615 shares Planned sale of Workday Class A common stock by the DAVID A. DUFFIELD TRUST

Aggregate market value of planned sale $18,750,055.80 Value associated with the 90,615 shares of Workday common stock

Workday shares outstanding 196,000,000 shares Referenced outstanding common shares in connection with the Rule 144 notice

Recent 10b5-1 sale on September 1, 2026 94,961 shares; $18,924,540.29 Sale of Workday common stock by the trust on September 1, 2026

Recent 10b5-1 sale on June 30, 2026 107,500 shares; $13,119,171.00 Sale of Workday common stock by the trust on June 30, 2026

Acquisition date of securities December 27, 2007 Date the trust acquired the Workday shares in a private placement for cash

Key Terms

Rule 144, 10b5-1, private placement

3 terms

Rule 144 regulatory

"See the definition of "person" in paragraph (a) of Rule 144."

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

10b5-1 regulatory

"10b5-1 Sales for DAVID A DUFFIELD TRUST U/T/A 7/14/88"

A 10b5-1 plan is a pre-set schedule that lets company insiders buy or sell shares according to written instructions made when they do not possess material, nonpublic information. Think of it as a timed automatic payment for stock trades: it helps insiders avoid accusations of trading on secret information and gives outside investors a clearer signal about whether sales are routine or potentially informative about the company’s prospects.

private placement financial

"Common | 12/27/2007 | Private Placement | Issuer"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the Form 144 filing disclose for Workday (WDAY)?

It discloses that the DAVID A. DUFFIELD TRUST U/T/A 7/14/88 plans to sell 90,615 shares of Workday Class A common stock under Rule 144, through Morgan Stanley Smith Barney LLC, with an indicated aggregate market value of $18,750,055.80.

Who is selling Workday (WDAY) shares in this Form 144?

The planned sale is for the account of the DAVID A. DUFFIELD TRUST U/T/A 7/14/88, which is identified in the filing as a 10% stockholder of Workday, Inc.

How many Workday (WDAY) shares are planned to be sold and on what market?

The notice covers 90,615 shares of Workday Class A common stock to be sold on the NASDAQ, with the filing listing an aggregate market value of $18,750,055.80 as of September 4, 2026.

What recent sales of Workday (WDAY) stock has the trust reported?

The trust reported several Rule 10b5-1 sales of Workday common stock from June to September 2026, including transactions such as 107,500 shares on June 30, 2026 for $13,119,171.00 and 94,961 shares on September 1, 2026 for $18,924,540.29.

How many Workday (WDAY) shares were outstanding referenced in this Form 144?

The Form 144 references 196,000,000 shares of Workday common stock outstanding in connection with the planned Rule 144 sale; this figure provides context for the size of the selling stockholder’s transaction.

How did the selling trust originally acquire these Workday (WDAY) shares?

The filing states that the Workday common shares covered were acquired on December 27, 2007 in a private placement from the issuer for cash.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/04/2026 - 04:28 PM EDT Accepted by SEC EDGAR 09/04/2026 - 04:28 PM EDT Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0000938071
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	WORKDAY INC CL A
SEC File Number	001-35680
Address of Issuer	6110 Stoneridge Mall Road Pleasanton CALIFORNIA 94588
Phone	9259519000
Name of Person for Whose Account the Securities are To Be Sold	DAVID A. DUFFIELD TRUST U/T/A 7/14/88
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	10% Stockholder

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	90615	18750055.80	196000000	09/04/2026	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	12/27/2007	Private Placement	Issuer			90615	12/27/2007	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
10b5-1 Sales for DAVID A DUFFIELD TRUST U/T/A 7/14/88 6110 Stoneridge Mall Road Pleasanton CA 94588	Common	09/01/2026	94961	18924540.29
10b5-1 Sales for DAVID A DUFFIELD TRUST U/T/A 7/14/88 6110 Stoneridge Mall Road Pleasanton CA 94588	Common	07/09/2026	107500	14699055.50
10b5-1 Sales for DAVID A DUFFIELD TRUST U/T/A 7/14/88 6110 Stoneridge Mall Road Pleasanton CA 94588	Common	07/06/2026	107500	14538267.75
10b5-1 Sales for DAVID A DUFFIELD TRUST U/T/A 7/14/88 6110 Stoneridge Mall Road Pleasanton CA 94588	Common	06/30/2026	107500	13119171.00
10b5-1 Sales for DAVID A DUFFIELD TRUST U/T/A 7/14/88 6110 Stoneridge Mall Road Pleasanton CA 94588	Common	06/25/2026	107500	12426602.25
10b5-1 Sales for DAVID A DUFFIELD TRUST U/T/A 7/14/88 6110 Stoneridge Mall Road Pleasanton CA 94588	Common	06/22/2026	107500	12281961.00
10b5-1 Sales for DAVID A DUFFIELD TRUST U/T/A 7/14/88 6110 Stoneridge Mall Road Pleasanton CA 94588	Common	06/17/2026	107500	13436124.00
10b5-1 Sales for DAVID A DUFFIELD TRUST U/T/A 7/14/88 6110 Stoneridge Mall Road Pleasanton CA 94588	Common	06/12/2026	107500	13815416.25
10b5-1 Sales for DAVID A DUFFIELD TRUST U/T/A 7/14/88 6110 Stoneridge Mall Road Pleasanton CA 94588	Common	06/09/2026	107500	14869711.75

144: Remarks and Signature

Remarks
Date of Notice	09/04/2026
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	12/02/2025
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ David A. Duffield
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)