WDAY (NASDAQ: WDAY) holder plans $17.5M share sale plus 10b5-1 trades

Rhea-AI Filing Summary

A shareholder has filed a notice to sell 82,884 shares of common stock through Morgan Stanley Smith Barney LLC, with an aggregate market value of 17,500,127.76. The shares are to be sold on the NASDAQ around 01/08/2026, and the filing notes that 213,000,000 shares of this class are outstanding. The shares being sold were originally acquired in a private placement from the issuer on 12/27/2007 for cash.

The notice also lists recent Rule 10b5-1 sales over the past three months by related entities. These include, for example, sales by THE DAVID A DUFFIELD TRUST U/T/A 7/14/88 of 81,479 shares on 01/02/2026 for gross proceeds of 16,727,043.90, and 80,279 shares on 12/23/2025 for 17,262,987.43, as well as a 15,000-share sale on 12/15/2025 for 3,255,757.50 by The Dave & Cheryl Duffield Foundation.

Insights

Equity markets and insider-transactions analyst

Form 144 shows a planned sale of 82,884 shares plus recent 10b5-1 stock sales by affiliated trusts and a foundation.

This notice outlines a planned sale of 82,884 common shares with an aggregate market value of 17,500,127.76, to be executed via Morgan Stanley Smith Barney LLC on the NASDAQ around 01/08/2026. The filing states that these shares were acquired in a private placement on 12/27/2007 directly from the issuer for cash, indicating they are long-held shares now being prepared for resale.

The document also details several Rule 10b5-1 transactions in the past three months by related entities. Examples include sales by THE DAVID A DUFFIELD TRUST U/T/A 7/14/88 of 81,479 shares on 01/02/2026 for gross proceeds of 16,727,043.90, and 80,279 shares on 12/23/2025 for 17,262,987.43, along with a 15,000-share sale by The Dave & Cheryl Duffield Foundation on 12/15/2025. With 213,000,000 shares outstanding, these transactions represent sales activity by significant holders but do not, by themselves, indicate any stated change in the issuer’s business; future filings may provide additional context.

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

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

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

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	82884	17500127.76	213000000	01/08/2026	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			82884	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 THE DAVID A DUFFIELD TRUST U/T/A 7/14/88 6110 Stoneridge Mall Road Pleasanton CA 94588	Common	01/02/2026	81479	16727043.90
10b5-1 Sales for THE DAVID A DUFFIELD TRUST U/T/A 7/14/88 6110 Stoneridge Mall Road Pleasanton CA 94588	Common	12/23/2025	80279	17262987.43
10b5-1 Sales for THE DAVID A DUFFIELD TRUST U/T/A 7/14/88 6110 Stoneridge Mall Road Pleasanton CA 94588	Common	12/16/2025	81434	17588335.19
10b5-1 Sales for The Dave & Cheryl Duffield Foundation 6110 Stoneridge Mall Road Pleasanton CA 94588	Common	12/15/2025	15000	3255757.50
10b5-1 Sales for THE DAVID A DUFFIELD TRUST U/T/A 7/14/88 6110 Stoneridge Mall Road Pleasanton CA 94588	Common	12/02/2025	82025	17404802.73

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

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

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the WDAY Form 144 filing disclose about upcoming share sales?

The notice discloses that a shareholder plans to sell 82,884 shares of common stock on the NASDAQ through Morgan Stanley Smith Barney LLC, with an aggregate market value of 17,500,127.76, targeted for around 01/08/2026.

How many WDAY shares are outstanding compared to the amount to be sold?

The filing states that there are 213,000,000 shares of this class outstanding, compared with the 82,884 shares covered by the planned sale in this notice.

How and when were the WDAY shares in the Form 144 originally acquired?

The shares were acquired as common stock in a private placement from the issuer on 12/27/2007, with 82,884 shares purchased for cash on that date.

What recent 10b5-1 sales related to WDAY are listed in the Form 144?

The filing lists several Rule 10b5-1 sales in the past three months, including 81,479 shares sold on 01/02/2026 for 16,727,043.90 and 80,279 shares sold on 12/23/2025 for 17,262,987.43 by THE DAVID A DUFFIELD TRUST U/T/A 7/14/88.

Are any charitable entities involved in recent WDAY stock sales mentioned in the filing?

Yes. The notice includes a 10b5-1 sale by The Dave & Cheryl Duffield Foundation of 15,000 common shares on 12/15/2025 for gross proceeds of 3,255,757.50.

On which exchange and through which broker are the WDAY shares in this Form 144 expected to be sold?

The planned sale is to occur on the NASDAQ through Morgan Stanley Smith Barney LLC Executive Financial Services, located at 1 New York Plaza, 8th Floor, New York, NY 10004.