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Duffield trust trades Workday (WDAY) stock in 107,500-share 10b5-1 plan

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Workday, Inc. insider David A. Duffield, through the David A. Duffield Trust, reported both sales and a share conversion on Class A and Class B Common Stock. On June 17, 2026, the trust sold a total of 107,500 shares of Class A Common Stock in multiple open-market transactions at weighted-average prices ranging from about $121.57 to $128.6599, under a pre-arranged Rule 10b5-1 trading plan.

On the same date, the trust converted 107,500 shares of Class B Common Stock into Class A Common Stock. After these transactions, the trust held 212,549 shares of Class A Common Stock and 36,991,334 shares of Class B Common Stock, all reported as directly owned by the trust of which Duffield is trustee and sole beneficiary.

Positive

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Negative

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Insights

Duffield trust executes planned 107,500-share sale plus matching Class B to A conversion.

The David A. Duffield Trust sold 107,500 Workday Class A shares on June 17, 2026 via multiple open-market trades, at weighted-average prices between about $121.57 and $128.6599. All sales were made under a previously adopted Rule 10b5-1 trading plan, signaling a pre-planned diversification step rather than an opportunistic trade.

The trust also converted 107,500 Class B shares into Class A, leaving post-transaction holdings of 212,549 Class A and 36,991,334 Class B shares directly owned by the trust. Given the very large remaining position and the pre-planned nature of the trades, this filing looks like routine portfolio management with limited directional signal for investors.

Insider DUFFIELD DAVID A
Role null
Sold 107,500 shs ($13.44M)
Type Security Shares Price Value
Conversion Class B Common Stock 107,500 $0.00 --
Conversion Class A Common Stock 107,500 $0.00 --
Sale Class A Common Stock 20,317 $121.9553 $2.48M
Sale Class A Common Stock 11,478 $123.0793 $1.41M
Sale Class A Common Stock 8,100 $124.1531 $1.01M
Sale Class A Common Stock 17,156 $125.1819 $2.15M
Sale Class A Common Stock 27,209 $126.341 $3.44M
Sale Class A Common Stock 20,675 $127.0421 $2.63M
Sale Class A Common Stock 2,565 $127.9467 $328K
Holdings After Transaction: Class B Common Stock — 36,991,334 shares (Direct, null); Class A Common Stock — 212,549 shares (Direct, null)
Footnotes (1)
  1. The reported shares are held by the David A. Duffield Trust dated July 14, 1988, a revocable living trust, of which the Reporting Person is trustee and sole beneficiary. This sale was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the David A. Duffield Trust dated December 2, 2025. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $121.57 to $122.5699, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $122.57 to $123.5699, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $123.63 to $124.6299, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $124.63 to $125.6299, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $125.64 to $126.6399, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $126.64 to $127.6399, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $127.66 to $128.6599, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4. All shares of Class A and Class B Common Stock will convert automatically into shares of a single class of Common Stock upon the earliest to occur of the following: (a) upon the election by the holders of a majority of the then outstanding shares of Class B Common Stock, (b) the date when the number of outstanding shares of Class B Common Stock represents less than 9% of all outstanding shares of Class A and Class B Common Stock, (c) October 11, 2032 or (d) nine months after the death of the later to die of David A. Duffield and Aneel Bhusri. The shares of Class A and Class B Common Stock have no expiration date. Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in, and transfers to any "permitted transferee" as defined in, the Issuer's restated certificate of incorporation in effect as of the date hereof. The shares of Class B Common Stock have no expiration date.
Shares sold 107,500 shares Total Class A shares sold on June 17, 2026
Sale price range $121.57–$128.6599 per share Weighted-average price ranges from footnotes F3–F9
Shares converted 107,500 shares Class B shares converted into Class A on June 17, 2026
Class A holdings after 212,549 shares Class A Common Stock directly held post-transaction
Class B holdings after 36,991,334 shares Class B Common Stock directly held post-transaction
10b5-1 plan reference date December 2, 2025 Adoption date of Duffield trust’s Rule 10b5-1 trading plan
Automatic conversion date October 11, 2032 One trigger date for automatic single-class conversion
Rule 10b5-1 trading plan regulatory
"This sale was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the David A. Duffield Trust"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
revocable living trust financial
"a revocable living trust, of which the Reporting Person is trustee and sole beneficiary"
Class B Common Stock financial
"Each share of Class B Common Stock is convertible, at any time at the option of the holder"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
automatic conversion regulatory
"will convert automatically into shares of a single class of Common Stock upon the earliest to occur of the following"
permitted transferee regulatory
"transfers to any "permitted transferee" as defined in, the Issuer's restated certificate of incorporation"
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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
DUFFIELD DAVID A

(Last)(First)(Middle)
C/O WORKDAY, INC.
6110 STONERIDGE MALL ROAD

(Street)
PLEASANTON CALIFORNIA 94588

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Workday, Inc. [ WDAY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/17/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock06/17/2026C107,500A$0212,549D(1)
Class A Common Stock06/17/2026S(2)20,317D$121.9553(3)192,232D(1)
Class A Common Stock06/17/2026S(2)11,478D$123.0793(4)180,754D(1)
Class A Common Stock06/17/2026S(2)8,100D$124.1531(5)172,654D(1)
Class A Common Stock06/17/2026S(2)17,156D$125.1819(6)155,498D(1)
Class A Common Stock06/17/2026S(2)27,209D$126.341(7)128,289D(1)
Class A Common Stock06/17/2026S(2)20,675D$127.0421(8)107,614D(1)
Class A Common Stock06/17/2026S(2)2,565D$127.9467(9)105,049D(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(10)(11)06/17/2026C107,500 (10)(11) (10)(11)Class A Common Stock107,500$036,991,334D(1)
Explanation of Responses:
1. The reported shares are held by the David A. Duffield Trust dated July 14, 1988, a revocable living trust, of which the Reporting Person is trustee and sole beneficiary.
2. This sale was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the David A. Duffield Trust dated December 2, 2025.
3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $121.57 to $122.5699, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.
4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $122.57 to $123.5699, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.
5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $123.63 to $124.6299, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.
6. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $124.63 to $125.6299, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.
7. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $125.64 to $126.6399, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.
8. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $126.64 to $127.6399, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.
9. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $127.66 to $128.6599, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.
10. All shares of Class A and Class B Common Stock will convert automatically into shares of a single class of Common Stock upon the earliest to occur of the following: (a) upon the election by the holders of a majority of the then outstanding shares of Class B Common Stock, (b) the date when the number of outstanding shares of Class B Common Stock represents less than 9% of all outstanding shares of Class A and Class B Common Stock, (c) October 11, 2032 or (d) nine months after the death of the later to die of David A. Duffield and Aneel Bhusri. The shares of Class A and Class B Common Stock have no expiration date.
11. Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in, and transfers to any "permitted transferee" as defined in, the Issuer's restated certificate of incorporation in effect as of the date hereof. The shares of Class B Common Stock have no expiration date.
Remarks:
/s/ Juliana Capata, attorney-in-fact06/17/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did David A. Duffield report in this Workday (WDAY) Form 4?

The filing shows the David A. Duffield Trust sold 107,500 shares of Workday Class A Common Stock and converted 107,500 Class B shares into Class A on June 17, 2026, while retaining large Class A and Class B holdings afterward.

How many Workday (WDAY) shares did the Duffield trust sell, and at what prices?

The trust sold 107,500 shares of Workday Class A Common Stock in multiple open-market trades. Weighted-average prices for these sales ranged roughly from $121.57 to $128.6599 per share, based on price ranges disclosed in several footnotes to the Form 4.

Was the Workday (WDAY) insider sale by the Duffield trust pre-planned?

Yes. A footnote states the sale was effected under a Rule 10b5-1 trading plan previously adopted by the David A. Duffield Trust. Such plans pre-schedule trades, indicating routine diversification rather than discretionary, opportunistic selling based on short-term market views.

What share conversion did the Duffield trust report for Workday (WDAY)?

The trust converted 107,500 shares of Workday Class B Common Stock into 107,500 shares of Class A Common Stock. Another footnote explains each Class B share is convertible into one Class A share and provides conditions for automatic conversion events under Workday’s charter.

How many Workday (WDAY) shares does the Duffield trust hold after these transactions?

After the June 17, 2026 transactions, the trust holds 212,549 shares of Workday Class A Common Stock and 36,991,334 shares of Class B Common Stock. These holdings are reported as directly owned by the David A. Duffield Trust, a revocable living trust.

Who actually holds the Workday (WDAY) shares reported for David A. Duffield?

A footnote explains the shares are held by the David A. Duffield Trust dated July 14, 1988, a revocable living trust. David A. Duffield is the trustee and sole beneficiary, so the transactions are reported under his name but executed by the trust entity.