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[Form 4] Workday, Inc. Insider Trading Activity

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

Rhea-AI Filing Summary

Workday, Inc. reported that a trust associated with major shareholder David A. Duffield converted and sold shares on Class A and Class B Common Stock. The David A. Duffield Trust converted 107,500 shares of Class B Common Stock into 107,500 shares of Class A Common Stock, then sold 107,500 Class A shares in open-market transactions at weighted average prices ranging from about $131.35 to $134.87, under a pre-arranged Rule 10b5-1 trading plan.

Following these transactions, the trust holds 38,066,334 shares of Class B Common Stock and 105,049 shares of Class A Common Stock directly. The footnotes also explain that each Class B share is convertible into one Class A share and outline conditions under which all Class A and Class B shares will consolidate into a single class of common stock.

Positive

  • None.

Negative

  • None.
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)
03/18/2026
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 Stock03/18/2026C107,500A$0212,549D(1)
Class A Common Stock03/18/2026S(2)10,700D$131.3491(3)201,849D(1)
Class A Common Stock03/18/2026S(2)62,150D$132.3679(4)139,699D(1)
Class A Common Stock03/18/2026S(2)27,136D$133.0681(5)112,563D(1)
Class A Common Stock03/18/2026S(2)6,114D$134.1444(6)106,449D(1)
Class A Common Stock03/18/2026S(2)1,400D$134.8671(7)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(8)(9)03/18/2026C107,500 (8)(9) (8)(9)Class A Common Stock107,500$038,066,334D(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 $130.72 to $131.7199, 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 $131.73 to $132.7299, 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 $132.73 to $133.7299, 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 $133.73 to $134.7299, 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 $134.75 to $135.7499, 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. 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.
9. 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-fact03/20/2026
** 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 insider transactions did the Duffield trust report in Workday (WDAY) Form 4?

The David A. Duffield Trust reported converting and then selling Workday shares. It converted 107,500 Class B shares into 107,500 Class A shares, then sold 107,500 Class A shares in multiple open-market trades on March 18, 2026, under a Rule 10b5-1 plan.

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. These were executed in several open-market transactions at weighted average prices between about $130.72 and $135.75 per share, with detailed price ranges disclosed across multiple footnotes.

How many Workday (WDAY) shares does the Duffield trust hold after this Form 4?

After the reported transactions, the trust still holds a large Workday position. It owns 38,066,334 shares of Class B Common Stock and 105,049 shares of Class A Common Stock directly, as reflected in the post-transaction ownership figures in the Form 4.

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

Yes, the share sale was executed under a Rule 10b5-1 trading plan. A footnote states the sale followed a previously adopted plan by the David A. Duffield Trust dated December 2, 2025, indicating the transactions were scheduled in advance.

What type of transaction was reported for Workday (WDAY) Class B shares?

The Form 4 shows a conversion of Class B into Class A shares. The trust converted 107,500 shares of Class B Common Stock into 107,500 shares of Class A Common Stock, with each Class B share convertible into one Class A share at the holder’s option.

How do Workday (WDAY) Class A and Class B shares convert according to the filing?

Each Workday Class B share is convertible one-for-one into Class A. Footnotes explain Class B converts at the holder’s option and will also automatically convert under certain conditions, including when Class B falls below 9% of total Class A and B shares or on October 11, 2032.
Workday Inc

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34.29B
205.41M
Software - Application
Services-computer Processing & Data Preparation
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United States
PLEASANTON