WDAY: Duffield converts 72,696 Class B and sells shares under 10b5-1 plan

Q: What did David A. Duffield report on Form 4 for WDAY?

The Form 4 reports conversion of 72,696 Class B to Class A shares and the sale of approximately 64,095 Class A shares on 10/01/2025 under a Rule 10b5-1 plan.

Q: How many Workday shares does Duffield still beneficially own after these transactions?

The filing reports 41,621,988 Class A shares held directly and 15,000 shares indirectly via the Dave and Cheryl Duffield Foundation.

Q: Were the sales part of a trading plan for WDAY insider sales?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted on 12/03/2024 by related trusts and the foundation.

Q: Who signed the Form 4 for David A. Duffield?

The Form 4 was signed by Juliana Capata, attorney-in-fact on 10/03/2025 .

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

David A. Duffield, a director of Workday, Inc. (WDAY), reported multiple transactions on 10/01/2025 in which he and related trusts/foundation sold Class A common stock and converted Class B shares. The Form 4 shows a 10/01/2025 purchase of 72,696 shares of Class A at $0 (conversion of Class B to Class A) and a series of sales totaling ~64,095 Class A shares executed under a Rule 10b5-1 plan at weighted average prices ranging from about $231.33 up to $242.44 across multiple tranches. Following these transactions the reporting person beneficially owned 41,621,988 Class A shares (direct) and retains 15,000 shares indirectly via the Dave and Cheryl Duffield Foundation.

The sales were executed by the David A. Duffield Trust, the Cheryl D. Duffield Trust, and the Dave & Cheryl Duffield Foundation under a trading plan adopted 12/03/2024. The Form 4 is signed by an attorney-in-fact on 10/03/2025.

Positive

Retained substantial ownership: remains a direct beneficial owner of 41,621,988 Class A shares
Used a Rule 10b5-1 plan: sales were executed under a trading plan adopted on 12/03/2024, indicating pre-planned transactions

Negative

Significant share sales: sold approximately 64,095 Class A shares across multiple tranches on 10/01/2025
Multiple sale price bands: sales executed at weighted average prices ranging from ~$231.33 to ~$242.44, indicating distribution of selling across price levels

Insights

Insider sold tens of thousands of shares via a pre-established 10b5-1 plan; large residual ownership remains.

The Form 4 discloses the sell-off of approximately 64,095 Class A shares on 10/01/2025 executed under a Rule 10b5-1 plan adopted 12/03/2024. Such plans permit scheduled sales and provide an affirmative defense to insider trading claims when properly adopted and followed.

Despite the sales, the reporting person still beneficially owns 41,621,988 Class A shares directly and an additional 15,000 shares indirectly via the Foundation, indicating ongoing substantial alignment with shareholders.

Sales occurred across price bands from about $231 to $242 per share; proceeds are material at market prices.

The filing lists weighted average prices and ranges for multiple sale tranches: low end ~$231.33 to high end ~$242.44. These represent executed liquidity events at those price bands on 10/01/2025.

The filing does not state total dollar proceeds or motives; it documents execution details and remaining share counts only.

Insider Trade Summary

Net Seller: 72,696 shares ($17,090,277)

Net Sell 14 txns

Insider DUFFIELD DAVID A

Role 10% Owner

Sold 72,696 shs ($17.09M)

Type	Security	Shares	Price	Value
Conversion	Class B Common Stock	72,696	$0.00	--
Conversion	Class A Common Stock	72,696	$0.00	--
Sale	Class A Common Stock	17,621	$232.1172	$4.09M
Sale	Class A Common Stock	21,484	$232.6966	$5.00M
Sale	Class A Common Stock	4,491	$233.5348	$1.05M
Sale	Class A Common Stock	1,100	$234.9737	$258K
Sale	Class A Common Stock	1,000	$235.7354	$236K
Sale	Class A Common Stock	5,500	$236.9337	$1.30M
Sale	Class A Common Stock	2,210	$237.7561	$525K
Sale	Class A Common Stock	5,273	$238.7459	$1.26M
Sale	Class A Common Stock	6,066	$239.9919	$1.46M
Sale	Class A Common Stock	7,351	$240.7411	$1.77M
Sale	Class A Common Stock	600	$241.5217	$145K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class B Common Stock — 41,621,988 shares (Direct); Class A Common Stock — 175,693 shares (Direct); Class A Common Stock — 15,000 shares (Indirect, Dave and Cheryl Duffield Foundation)

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 $231.33 to $232.3299, 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 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 $232.33 to $233.3299, 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 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 $233.33 to $234.3299, 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 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 $234.35 to $235.3499, 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 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 $235.36 to $236.3599, 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 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 $236.39 to $237.3899, 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 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 $237.39 to $238.3899, 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 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 $238.39 to $239.3899, 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 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 $239.39 to $240.3899, 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 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 $240.39 to $241.3899, 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 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 $241.44 to $242.4399, 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 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.

Form 4 Insider Transactions: What Each Field Means →

10/03/2025 - 04:23 PM

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).

1. Name and Address of Reporting Person^*

DUFFIELD DAVID A

(Last)

(First)

(Middle)

C/O WORKDAY, INC.

6110 STONERIDGE MALL ROAD

(Street)

PLEASANTON

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)
10/01/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	10/01/2025		C		72,696	A	$0	175,693	D⁽¹⁾
Class A Common Stock	10/01/2025		S⁽²⁾		17,621	D	$232.1172⁽³⁾	158,072	D⁽¹⁾
Class A Common Stock	10/01/2025		S⁽²⁾		21,484	D	$232.6966⁽⁴⁾	136,588	D⁽¹⁾
Class A Common Stock	10/01/2025		S⁽²⁾		4,491	D	$233.5348⁽⁵⁾	132,097	D⁽¹⁾
Class A Common Stock	10/01/2025		S⁽²⁾		1,100	D	$234.9737⁽⁶⁾	130,997	D⁽¹⁾
Class A Common Stock	10/01/2025		S⁽²⁾		1,000	D	$235.7354⁽⁷⁾	129,997	D⁽¹⁾
Class A Common Stock	10/01/2025		S⁽²⁾		5,500	D	$236.9337⁽⁸⁾	124,497	D⁽¹⁾
Class A Common Stock	10/01/2025		S⁽²⁾		2,210	D	$237.7561⁽⁹⁾	122,287	D⁽¹⁾
Class A Common Stock	10/01/2025		S⁽²⁾		5,273	D	$238.7459⁽¹⁰⁾	117,014	D⁽¹⁾
Class A Common Stock	10/01/2025		S⁽²⁾		6,066	D	$239.9919⁽¹¹⁾	110,948	D⁽¹⁾
Class A Common Stock	10/01/2025		S⁽²⁾		7,351	D	$240.7411⁽¹²⁾	103,597	D⁽¹⁾
Class A Common Stock	10/01/2025		S⁽²⁾		600	D	$241.5217⁽¹³⁾	102,997	D⁽¹⁾
Class A Common Stock								15,000	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁴⁾⁽¹⁵⁾	10/01/2025		C			72,696	⁽¹⁴⁾⁽¹⁵⁾	⁽¹⁴⁾⁽¹⁵⁾	Class A Common Stock	72,696	$0	41,621,988	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 $231.33 to $232.3299, 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 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 $232.33 to $233.3299, 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 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 $233.33 to $234.3299, 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 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 $234.35 to $235.3499, 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 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 $235.36 to $236.3599, 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 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 $236.39 to $237.3899, 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 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 $237.39 to $238.3899, 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 set forth in this footnote of this Form 4.

10. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $238.39 to $239.3899, 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 set forth in this footnote of this Form 4.

11. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $239.39 to $240.3899, 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 set forth in this footnote of this Form 4.

12. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $240.39 to $241.3899, 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 set forth in this footnote of this Form 4.

13. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $241.44 to $242.4399, 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 set forth in this footnote of this Form 4.

14. 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.

15. 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	10/03/2025
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did David A. Duffield report on Form 4 for WDAY?

The Form 4 reports conversion of 72,696 Class B to Class A shares and the sale of approximately 64,095 Class A shares on 10/01/2025 under a Rule 10b5-1 plan.

How many Workday shares does Duffield still beneficially own after these transactions?

The filing reports 41,621,988 Class A shares held directly and 15,000 shares indirectly via the Dave and Cheryl Duffield Foundation.

Were the sales part of a trading plan for WDAY insider sales?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted on 12/03/2024 by related trusts and the foundation.

What price ranges were the WDAY shares sold at?

The filing discloses weighted average sale prices in multiple ranges from about $231.33 up to about $242.44 per share across different tranches.

Who signed the Form 4 for David A. Duffield?

The Form 4 was signed by Juliana Capata, attorney-in-fact on 10/03/2025.

WDAY: Duffield converts 72,696 Class B and sells shares under 10b5-1 plan