[Form 4] Workday, Inc. Insider Trading Activity

Rhea-AI Filing Summary

David A. Duffield, a director of Workday, Inc. (WDAY), reported transactions on 09/02/2025 showing a conversion of 75,817 Class B shares into Class A shares at $0 and subsequent sales of those Class A shares executed the same day under a Rule 10b5-1 plan.

The Form 4 discloses three sale tranches totaling 75,817 Class A shares sold at weighted-average prices in ranges: $226.88–$227.8799, $227.88–$228.8799, and $228.88–$229.8799, with reported weighted-average prices of $227.4962, $228.2818, and $229.0579. The filing states reported beneficial ownership following these transactions of 41,845,366 shares (directly held via the David A. Duffield Trust) and notes 30,000 shares indirectly owned by the Dave and Cheryl Duffield Foundation.

Positive

• Large retained stake: Reporting person still beneficially owns 41,845,366 shares following the transactions.
• Planned sales: Dispositions were executed under a documented Rule 10b5-1 trading plan adopted December 3, 2024, which provides an affirmative defense for scheduled trades.
• Transparent pricing disclosure: Filing provides weighted-average prices and price ranges for the multiple tranches sold.

Negative

• Sale of converted shares: A total of 75,817 Class A shares were sold on 09/02/2025, reducing immediate direct holdings as shown in the line-item balances.
• Concentration held via trust: The shares are held in the David A. Duffield Trust where the reporting person is trustee and sole beneficiary, indicating centralized control of a large position.

Insights

Financial Analyst

TL;DR Insider converted Class B shares and sold 75,817 Class A shares under a pre-established 10b5-1 plan; retains large beneficial stake.

The filing documents a routine conversion of 75,817 Class B shares to Class A shares at no cash cost and immediate disposition of the same number of Class A shares in multiple trades pursuant to a Rule 10b5-1 plan adopted December 3, 2024. The sales executed on 09/02/2025 generated weighted-average prices reported across three price ranges centered near $227–$229 per share. Post-transaction reported beneficial ownership remains substantial at 41,845,366 shares held through the David A. Duffield Trust, with an additional 30,000 shares indirectly held by the Dave and Cheryl Duffield Foundation. For investors, this reads as planned liquidity rather than an unexpected divestiture.

Corporate Governance Expert

TL;DR Transactions executed via a documented 10b5-1 plan and reported by trustee—disclosure aligns with standard insider trading controls.

The Form 4 indicates the sales were effected pursuant to a Rule 10b5-1 trading plan adopted jointly by related trusts and the foundation on December 3, 2024, and the reporting notes the shares held in the David A. Duffield Trust dated July 14, 1988, where the reporting person is trustee and sole beneficiary. Signature by an attorney-in-fact is provided. The disclosure complies with Section 16 reporting and explains price ranges and weighted-average pricing in footnotes, which supports transparency around the executed trades. There are no governance red flags disclosed in this filing.

SEC Form 4

FORM 4

UNITED 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 CA 94588

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Workday, Inc. [ WDAY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/02/2025		C		75,817	A	$0	178,814	D(1)
Class A Common Stock	09/02/2025		S(2)		23,392	D	$227.4962(3)	155,422	D(1)
Class A Common Stock	09/02/2025		S(2)		40,825	D	$228.2818(4)	114,597	D(1)
Class A Common Stock	09/02/2025		S(2)		11,600	D	$229.0579(5)	102,997	D(1)
Class A Common Stock								30,000	I	Dave and Cheryl Duffield Foundation

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(6)(7)	09/02/2025		C			75,817	(6)(7)	(6)(7)	Class A Common Stock	75,817	$0	41,845,366	D(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, the Cheryl D. Duffield Trust, and the Dave & Cheryl Duffield Foundation dated December 3, 2024.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $226.88 to $227.8799, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any securityholder 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 $227.88 to $228.8799, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any securityholder 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 $228.88 to $229.8799, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any securityholder 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. 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.

7. 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-fact	09/04/2025
	** Signature of Reporting Person	Date
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.

FAQ

What transactions did David A. Duffield report for WDAY on 09/02/2025?

He reported conversion of 75,817 Class B shares into Class A shares and sales of 75,817 Class A shares executed the same day.

Were the sales executed under a Rule 10b5-1 plan for WDAY?

Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted December 3, 2024.

What prices were reported for the sold WDAY shares?

The filing reports weighted-average prices and ranges for the tranches with reported weighted-average prices of $227.4962, $228.2818, and $229.0579 per share across specified ranges.

How many WDAY shares does Duffield beneficially own after these transactions?

The Form 4 reports beneficial ownership of 41,845,366 shares following the reported transactions, plus 30,000 shares indirectly held by the Dave and Cheryl Duffield Foundation.

Who holds the reported shares for Duffield?

The reported shares are held by the David A. Duffield Trust dated July 14, 1988, for which the reporting person is trustee and sole beneficiary.