WDAY Form 4: Duffield Sells 75,817 Shares Under 10b5-1 Plan
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 75,817 | $0.00 | -- |
| Conversion | Class A Common Stock | 75,817 | $0.00 | -- |
| Sale | Class A Common Stock | 23,392 | $227.4962 | $5.32M |
| Sale | Class A Common Stock | 40,825 | $228.2818 | $9.32M |
| Sale | Class A Common Stock | 11,600 | $229.0579 | $2.66M |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (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, the Cheryl D. Duffield Trust, and the Dave & Cheryl Duffield Foundation dated December 3, 2024. 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. 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. 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. 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.
