[144] Workday, Inc. SEC Filing

Rhea-AI Filing Summary

Form 144 notice filed for Workday, Inc. (WDAY) reports a proposed sale of 78,564 common shares through Morgan Stanley Smith Barney LLC with an aggregate market value of $17,500,131.00. The filing states the shares were acquired in a private placement on 12/27/2007 and paid for in cash. The issuer has 217,000,000 shares outstanding, and the approximate date of sale is 09/16/2025 on NASDAQ. The filing also discloses multiple recent 10b5-1 program sales by related trusts and a foundation between 06/17/2025 and 09/15/2025, including transactions of 15,000 to 75,817 shares with gross proceeds reported.

Positive

• Full regulatory disclosure provided including broker, acquisition date, and payment method
• Sale size is small relative to outstanding shares (78,564 of 217,000,000)

Negative

• Insider-related sales (trusts and foundation) could be viewed unfavorably by some investors despite being programmatic
• Multiple recent dispositions under 10b5-1 plans indicate ongoing supply of shares to market

Insights

Securities Analyst

TL;DR Insider-related planned sale disclosed; size is small relative to outstanding shares and follows prior scheduled 10b5-1 sales.

The Form 144 provides standard regulatory notice of a proposed sale of 78,564 Workday common shares via Morgan Stanley Smith Barney. The shares were originally acquired in a private placement in 2007 with cash payment. The filing lists multiple 10b5-1 program sales by affiliated trusts and a foundation in mid-2025, showing ongoing systematic dispositions. On a relative basis (78,564 versus 217 million shares outstanding), the proposed sale represents a de minimis ownership change and is consistent with previously disclosed programmatic sales.

Corporate Governance Expert

TL;DR Disclosure is complete for Rule 144 purposes; recurring 10b5-1 activity is noted but not shown as materially dilutive.

The filing meets Rule 144 disclosure requirements by identifying the broker, acquisition history, and intended sale date. It documents that the securities were acquired in a private placement and that payment was in cash. The record of recent 10b5-1 sales by The David A Duffield Trust and The Dave & Cheryl Duffield Foundation indicates established trading plans or instructions. There is no indication of undisclosed material non-public information in this notice.

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	78564	17500131.00	217000000	09/16/2025	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			78564	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 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
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

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 notice reports a proposed sale of 78,564 Workday common shares via Morgan Stanley Smith Barney with an aggregate market value of $17,500,131, acquired in a private placement on 12/27/2007.

When is the approximate sale date listed on the Form 144?

The approximate date of sale is listed as 09/16/2025 on NASDAQ.

Who has recently sold Workday shares according to the filing?

The filing lists 10b5-1 sales by The Dave & Cheryl Duffield Foundation and The David A Duffield Trust U/T/A 7/14/88 between 06/17/2025 and 09/15/2025.

How large are the recent 10b5-1 sales shown?

Reported recent single-sale amounts range from 15,000 to 75,817 shares with gross proceeds shown for each transaction.

How were the shares originally acquired?

The securities to be sold were acquired in a private placement on 12/27/2007 and payment was in cash.