[144] Workday, Inc. SEC Filing

Rhea-AI Filing Summary

Workday, Inc. (WDAY) Form 144 notifies of a proposed Rule 144 sale of 72,118 common shares through Morgan Stanley Smith Barney LLC on 09/23/2025 with an aggregate market value of $17,500,153.88. The filer acquired these shares in a private placement from the issuer on 12/27/2007 and paid in cash. The filing reports the issuer has 217,000,000 shares outstanding.

The filing also discloses multiple recent 10b5-1 sales by related parties over the past three months, including transactions on 09/16/2025 (78,564 shares, $17,293,601.96), 09/15/2025 (15,000 shares, $3,333,516.00), 09/02/2025 (75,817 shares, $17,298,270.25), and earlier dates in July and June 2025 totaling similar multi‑tens of thousands share sales.

Positive

• Planned sale disclosed under Rule 144, indicating regulatory compliance and transparency
• Recent sales executed under 10b5-1 plans, suggesting the dispositions were preplanned and not opportunistic insider trades
• Acquisition origin disclosed (private placement on 12/27/2007) and payment in cash, clarifying provenance of the shares

Negative

• Large insider-related share sales in June–September 2025 (multiple transactions of 72k–78k shares) totaling multi‑million dollar proceeds
• Proposed sale equals ~$17.5 million, which could contribute to increased supply in the market on or around 09/23/2025

Insights

Securities Analyst

TL;DR: Insider-related sales disclose a planned 72,118-share market sale and several recent 10b5-1 dispositions, indicating ongoing orderly selling.

The Form 144 shows a scheduled Rule 144 sale of 72,118 shares valued at about $17.5 million, acquired in 2007 via private placement. The filing specifies execution through Morgan Stanley on 09/23/2025 and lists the issuer's outstanding shares as 217 million, which helps gauge dilution impact (the block equals ~0.033% of outstanding shares). The document also details multiple 10b5-1 sales by related trusts and a foundation aggregating large share counts and proceeds across June–September 2025, demonstrating sustained, preplanned liquidity events rather than one-off market dumps. For investors, the transactions are material in size but represent a small percentage of total shares outstanding.

Corporate Governance Expert

TL;DR: The filing is a routine compliance disclosure of planned insider sales under Rule 144 and 10b5-1 plans, not a governance change.

The notice affirms the seller's representation of no undisclosed material adverse information and cites adherence to Rule 10b5-1 trading plans for several prior sales, which supports procedural compliance. The origin of the shares (private placement from the issuer on 12/27/2007) is disclosed, and payment was in cash. There are no executive departures, amendments to governance documents, or other corporate actions disclosed here; the form is narrowly focused on proposed and recent share disposals.

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	72118	17500153.88	217000000	09/23/2025	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			72118	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	09/16/2025	78564	17293601.96
10b5-1 Sales for The Dave & Cheryl Duffield Foundation 6110 Stoneridge Mall Road Pleasanton CA 94588	Common	09/15/2025	15000	3333516.00
10b5-1 Sales for THE DAVID A DUFFIELD TRUST U/T/A 7/14/88 6110 Stoneridge Mall Road Pleasanton CA 94588	Common	09/02/2025	75817	17298270.25
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

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 filed here report?

It reports a proposed Rule 144 sale of 72,118 Workday common shares through Morgan Stanley on 09/23/2025 valued at $17,500,153.88.

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 payment was made in cash.

How many Workday shares are outstanding according to the filing?

The filing states there are 217,000,000 shares outstanding.

Were there other recent related sales disclosed?

Yes. The filing lists multiple 10b5-1 sales by related trusts and a foundation in 2025, including 09/16/2025 (78,564 shares, $17,293,601.96) and 09/02/2025 (75,817 shares, $17,298,270.25) among others.

Through which broker will the proposed sale be executed?

The proposed sale is to be executed through Morgan Stanley Smith Barney LLC.