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  4. [Form 4] Workday, Inc. Insider Trading Activity

WDAY Form 4: David Duffield sells shares under 10b5-1 plan; trust retains ~41.8M

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Workday insider transactions by David A. Duffield. The Form 4 reports multiple sales of Class A common stock on 09/15/2025 and 09/16/2025 under a Rule 10b5-1 plan, with individual weighted-average sale prices reported in footnotes ranging roughly from $218.47 to $224.5399. On 09/16/2025, 78,564 Class B shares were recorded in a conversion/acquisition (code C) with no cash price, and those Class B shares correspond to 78,564 underlying Class A shares. After the reported trades, the filing shows total beneficial ownership of approximately 41,766,802 shares held indirectly by a revocable trust. The filing was signed by an attorney-in-fact on 09/16/2025.

Positive

  • Disclosure of Rule 10b5-1 plan (adopted December 3, 2024) clarifies that sales were pre-planned
  • Large residual beneficial ownership remains: approximately 41,766,802 shares reported after transactions
  • Detailed weighted-average prices provided across multiple sale ranges for transparency

Negative

  • Substantial share disposals executed on 09/15/2025 and 09/16/2025 reducing direct holdings
  • Multiple sales at market across price ranges ($218.47 to $224.5399) may indicate significant insider liquidity

Insights

TL;DR: Significant insider sales disclosed, but substantial indirect ownership remains.

The filing documents concentrated selling across two dates via a previously adopted Rule 10b5-1 plan, with multiple weighted-average prices disclosed, indicating systematic disposals rather than a single block trade. Despite these disposals, the reporting person (through trusts) retains a large beneficial position of roughly 41.8 million shares, which maintains substantial economic and voting exposure. The sales and the recorded Class B acquisition/conversion are material for monitoring dilution and insider liquidity, but the filing itself provides no explanation beyond the 10b5-1 plan.

TL;DR: Transactions follow an established 10b5-1 plan; governance implications are routine disclosure.

The disclosure notes that sales were effected pursuant to a Rule 10b5-1 trading plan adopted December 3, 2024, which is standard for pre-arranged insider liquidity and reduces concerns about opportunistic trading. The filing also clarifies that many shares are held indirectly via a revocable trust and foundation, and documents automatic conversion mechanics between Class B and Class A shares. From a governance perspective, the form supplies required transparency on timing, amounts, and weighted-average prices without flagging unusual governance events.

Insider DUFFIELD DAVID A
Role 10% Owner
Sold 93,564 shs ($20.63M)
Type Security Shares Price Value
Conversion Class B Common Stock 78,564 $0.00 --
Conversion Class A Common Stock 78,564 $0.00 --
Sale Class A Common Stock 30,941 $218.9947 $6.78M
Sale Class A Common Stock 19,758 $220.1027 $4.35M
Sale Class A Common Stock 19,560 $220.781 $4.32M
Sale Class A Common Stock 3,803 $221.9637 $844K
Sale Class A Common Stock 2,002 $223.2008 $447K
Sale Class A Common Stock 2,500 $223.7788 $559K
Sale Class A Common Stock 4,502 $221.0037 $995K
Sale Class A Common Stock 4,206 $222.0968 $934K
Sale Class A Common Stock 4,323 $222.9013 $964K
Sale Class A Common Stock 1,969 $223.8779 $441K
Holdings After Transaction: Class B Common Stock — 41,766,802 shares (Direct); Class A Common Stock — 181,561 shares (Direct); Class A Common Stock — 25,498 shares (Indirect, Dave and Cheryl Duffield Foundation)
Footnotes (1)
  1. 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 $220.51 to $221.5099, 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 $221.51 to $222.5099, 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 $222.53 to $223.5299, 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 $223.54 to $224.5399, 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 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $218.47 to $219.4699, 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 $219.47 to $220.4699, 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 $220.47 to $221.4699, 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 $221.47 to $222.4699, 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 $222.49 to $223.4899, 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 $223.49 to $224.4899, 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.
Form 4 Insider Transactions: What Each Field Means →
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 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)
09/15/2025
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 09/15/2025 S(1) 4,502 D $221.0037(2) 25,498 I Dave and Cheryl Duffield Foundation
Class A Common Stock 09/15/2025 S(1) 4,206 D $222.0968(3) 21,292 I Dave and Cheryl Duffield Foundation
Class A Common Stock 09/15/2025 S(1) 4,323 D $222.9013(4) 16,969 I Dave and Cheryl Duffield Foundation
Class A Common Stock 09/15/2025 S(1) 1,969 D $223.8779(5) 15,000 I Dave and Cheryl Duffield Foundation
Class A Common Stock 09/16/2025 C 78,564 A $0 181,561 D(6)
Class A Common Stock 09/16/2025 S(1) 30,941 D $218.9947(7) 150,620 D(6)
Class A Common Stock 09/16/2025 S(1) 19,758 D $220.1027(8) 130,862 D(6)
Class A Common Stock 09/16/2025 S(1) 19,560 D $220.781(9) 111,302 D(6)
Class A Common Stock 09/16/2025 S(1) 3,803 D $221.9637(10) 107,499 D(6)
Class A Common Stock 09/16/2025 S(1) 2,002 D $223.2008(11) 105,497 D(6)
Class A Common Stock 09/16/2025 S(1) 2,500 D $223.7788(12) 102,997 D(6)
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 (13)(14) 09/16/2025 C 78,564 (13)(14) (13)(14) Class A Common Stock 78,564 $0 41,766,802 D(6)
Explanation of Responses:
1. 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.
2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $220.51 to $221.5099, 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.
3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $221.51 to $222.5099, 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 $222.53 to $223.5299, 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 $223.54 to $224.5399, 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 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.
7. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $218.47 to $219.4699, 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 $219.47 to $220.4699, 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $220.47 to $221.4699, 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.
10. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $221.47 to $222.4699, 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.
11. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $222.49 to $223.4899, 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.
12. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $223.49 to $224.4899, 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.
13. 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.
14. 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 09/16/2025
** 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 transactions did David A. Duffield report on Form 4 for WDAY?

The filing reports multiple sales of Class A common stock on 09/15/2025 and 09/16/2025, and a Code C transaction on 09/16/2025 reflecting 78,564 Class B shares with no cash price.

Were the sales part of a 10b5-1 trading plan?

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

How many shares does the reporting person beneficially own after these transactions?

The Form 4 reports total beneficial ownership of approximately 41,766,802 shares held indirectly by a revocable trust.

What price ranges were the sales executed at?

Footnotes report weighted-average prices and ranges across transactions, roughly from $218.47 to $224.5399 per share, with specific weighted averages listed for each sale line.

Who signed the Form 4 and when?

The Form 4 was signed by Juliana Capata, attorney-in-fact on 09/16/2025.