[144] Workday, Inc. SEC Filing

Rhea-AI Filing Summary

Form 144 filed for Workday, Inc. (WDAY) reports a proposed sale of 75,817 common shares with an aggregate market value of $17,500,079.94, representing part of ~217,000,000 shares outstanding. The planned sale is to occur on or about 09/02/2025 on NASDAQ through Morgan Stanley Smith Barney LLC. The securities were acquired in a private placement from the issuer on 12/27/2007 and were paid for in cash. The filing also lists Rule 10b5-1 sales by related trusts during June–July 2025 totaling multiple transactions, including sales of 72,551, 72,917, 73,971, 71,240, and 15,000 shares with corresponding gross proceeds shown in the filing.

Positive

• None.

Negative

• Planned sale of 75,817 shares (aggregate value $17,500,079.94) by an affiliate could increase supply of shares in the market
• Multiple 10b5-1 sales in June–July 2025 (totaling several hundred thousand shares across transactions) indicate ongoing insider/affiliate dispositions

Insights

Securities Analyst

TL;DR: An affiliate intends to sell ~75.8k WDAY shares (~$17.5M); several 10b5-1 sales occurred in June–July 2025.

The filing documents a planned Rule 144 sale of 75,817 common shares to be executed through Morgan Stanley on NASDAQ, acquired in a 2007 private placement and paid in cash. Recent 10b5-1 dispositions by related trusts show systematic sales in June and July 2025, with listed gross proceeds per trade. From a trading-volume perspective, these are identifiable insider/affiliate dispositions that may contribute to incremental supply; investors should note the timing and broker channel but the filing itself does not state intent beyond the sale notice.

Corporate Governance Expert

TL;DR: Multiple scheduled and completed insider-related sales are disclosed, indicating active liquidity management by related trusts.

The notice confirms the seller relationship to the issuer via trusts and documents both the upcoming Rule 144 sale and a series of 10b5-1 sales earlier in the quarter. The securities were originally acquired in a private placement in 2007. This filing fulfills disclosure obligations under Rule 144 and signals ongoing monetization by insiders/affiliates rather than any corporate action; no material undisclosed information is asserted in the document.

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	75817	17500079.94	217000000	09/02/2025	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			75817	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	07/08/2025	72551	17384111.98
10b5-1 Sales for THE DAVID A DUFFIELD TRUST U/T/A 7/14/88 6110 Stoneridge Mall Road Pleasanton CA 94588	Common	07/01/2025	72917	17424173.40
10b5-1 Sales for THE DAVID A DUFFIELD TRUST U/T/A 7/14/88 6110 Stoneridge Mall Road Pleasanton CA 94588	Common	06/24/2025	73971	17654074.20
10b5-1 Sales for THE DAVID A DUFFIELD TRUST U/T/A 7/14/88 6110 Stoneridge Mall Road Pleasanton CA 94588	Common	06/17/2025	71240	17404480.55
10b5-1 Sales for The Dave & Cheryl Duffield Foundation 6110 Stoneridge Mall Road Pleasanton CA 94588	Common	06/16/2025	15000	3679932.00

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 Form 144 for WDAY disclose?

The form discloses a proposed Rule 144 sale of 75,817 common shares (aggregate value $17,500,079.94) to be sold around 09/02/2025 on NASDAQ via Morgan Stanley Smith Barney LLC.

When and how were the shares being sold acquired?

The shares were acquired in a private placement from the issuer on 12/27/2007 and were paid for in cash.

Were there recent related-party sales reported for WDAY?

Yes. The filing lists Rule 10b5-1 sales by related trusts on 06/16/2025, 06/17/2025, 06/24/2025, 07/01/2025, and 07/08/2025 with amounts and gross proceeds shown.

Through which broker will the proposed sale be executed?

The filing lists Morgan Stanley Smith Barney LLC as the broker for the proposed sale.

How many shares outstanding does the filing report?

The filing reports 217,000,000 shares outstanding for the issuer.