Were David A. Duffield’s Workday (WDAY) share sales discretionary or pre-planned?

The filing states the sale was effected pursuant to a previously adopted Rule 10b5-1 trading plan by the David A. Duffield Trust, indicating the transactions were pre-planned rather than discretionary market-timing decisions.

Duffield trust trims Workday (WDAY) stake, converts Class B to A

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Workday, Inc. major shareholder David A. Duffield, through the David A. Duffield Trust, reported a set of planned transactions involving the company’s Class A and Class B Common Stock. On June 25, 2026, the trust sold a total of 107,500 shares of Class A Common Stock in open-market trades under a previously adopted Rule 10b5-1 trading plan, at weighted-average prices across ranges from about $113.55 to $119.5849 per share. The same day, 107,500 shares of Class B Common Stock were converted into 107,500 shares of Class A Common Stock, reflecting a one-for-one conversion of Class B into Class A. After these transactions, the reporting person held 212,549 shares of Class A Common Stock directly, and continued to hold a large position in Class B Common Stock, all through the revocable living trust where he is trustee and sole beneficiary.

Insider Trade Summary 10b5-1

Net Seller: 107,500 shares ($12,426,606)

Net Sell 8 txns

Insider DUFFIELD DAVID A

Role null

Sold 107,500 shs ($12.43M)

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	30,074	$114.1416	$3.43M
Sale	Class A Common Stock	28,998	$114.9781	$3.33M
Sale	Class A Common Stock	19,825	$116.059	$2.30M
Sale	Class A Common Stock	17,064	$116.9498	$2.00M
Sale	Class A Common Stock	9,739	$118.0312	$1.15M
Sale	Class A Common Stock	1,800	$118.7611	$214K

Holdings After Transaction: Class B Common Stock — 36,776,334 shares (Direct, null); Class A Common Stock — 212,549 shares (Direct, null)

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 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 $113.55 to $114.5499, 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 $114.55 to $115.5499, 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 $115.55 to $116.5499, 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 $116.55 to $117.5499, 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 $117.55 to $118.5499, 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 $118.585 to $119.5849, 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.

Key Figures

Shares sold: 107,500 shares Sale price ranges: $113.55–$119.5849/share Class B converted: 107,500 shares +2 more

5 metrics

Shares sold 107,500 shares Class A Common Stock sold on June 25, 2026

Sale price ranges $113.55–$119.5849/share Weighted-average price ranges for multiple sale trades

Class B converted 107,500 shares Class B Common Stock converted into Class A on June 25, 2026

Class A holdings after 212,549 shares Direct Class A Common Stock position following transactions

Class B balance after 36,776,334 shares Class B Common Stock holdings following the conversion

Key Terms

Rule 10b5-1 trading plan, revocable living trust, Class B Common Stock, conversion of derivative security, +1 more

5 terms

Rule 10b5-1 trading plan financial

"This sale was effected pursuant to a Rule 10b5-1 trading plan previously adopted..."

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.

conversion of derivative security financial

"transaction_code_description: Conversion of derivative security"

automatic conversion financial

"All shares of Class A and Class B Common Stock will convert automatically into shares of a single class..."

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/29/2026 - 04:19 PM Accepted by SEC EDGAR 06/29/2026 - 04:18 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).

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2026

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

X	Form 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)
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	06/25/2026		C		107,500	A	$0	212,549	D⁽¹⁾
Class A Common Stock	06/25/2026		S⁽²⁾		30,074	D	$114.1416⁽³⁾	182,475	D⁽¹⁾
Class A Common Stock	06/25/2026		S⁽²⁾		28,998	D	$114.9781⁽⁴⁾	153,477	D⁽¹⁾
Class A Common Stock	06/25/2026		S⁽²⁾		19,825	D	$116.059⁽⁵⁾	133,652	D⁽¹⁾
Class A Common Stock	06/25/2026		S⁽²⁾		17,064	D	$116.9498⁽⁶⁾	116,588	D⁽¹⁾
Class A Common Stock	06/25/2026		S⁽²⁾		9,739	D	$118.0312⁽⁷⁾	106,849	D⁽¹⁾
Class A Common Stock	06/25/2026		S⁽²⁾		1,800	D	$118.7611⁽⁸⁾	105,049	D⁽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)
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	⁽⁹⁾⁽¹⁰⁾	06/25/2026		C			107,500	⁽⁹⁾⁽¹⁰⁾	⁽⁹⁾⁽¹⁰⁾	Class A Common Stock	107,500	$0	36,776,334	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 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 $113.55 to $114.5499, 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 $114.55 to $115.5499, 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 $115.55 to $116.5499, 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 $116.55 to $117.5499, 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 $117.55 to $118.5499, 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 $118.585 to $119.5849, 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. 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.

10. 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	06/29/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did David A. Duffield report for Workday (WDAY)?

David A. Duffield’s trust reported selling 107,500 shares of Workday Class A Common Stock and converting 107,500 shares of Class B Common Stock into Class A Common Stock, all in transactions dated June 25, 2026.

At what prices were the Workday (WDAY) shares sold in this Form 4?

The 107,500 Workday Class A shares were sold in multiple trades at weighted-average prices within ranges from $113.55 up to $119.5849 per share, as detailed across several price brackets in the filing footnotes.

How many Workday (WDAY) Class A shares does David A. Duffield hold after these transactions?

Following the reported June 25, 2026 transactions, the filing shows David A. Duffield holding 212,549 shares of Workday Class A Common Stock directly through his revocable living trust.

What happened to David A. Duffield’s Workday (WDAY) Class B Common Stock in this filing?

The filing reports that 107,500 shares of Workday Class B Common Stock were converted into 107,500 shares of Class A Common Stock, consistent with the one-for-one convertibility described in the company’s capital structure.

Who directly holds the Workday (WDAY) shares reported in this Form 4?

The reported Workday shares are held by the David A. Duffield Trust dated July 14, 1988, a revocable living trust for which David A. Duffield serves as trustee and sole beneficiary, according to the filing footnotes.