WDAY insider sales of 85,048 shares under 10b5-1; 41.55M retained
Rhea-AI Filing Summary
David A. Duffield, a director of Workday, Inc. (WDAY), reported multiple stock transactions on 10/08/2025. The filing shows a conversion/acquisition of 75,053 Class B shares into Class A equivalents at a $0 conversion price and a sequence of open-market sales under a Rule 10b5-1 plan that together disposed of 85,048 Class A shares at weighted-average prices ranging roughly from $232.67 to $238.69. After these transactions, the reporting person (through trusts) beneficially owned 41,546,935 shares in total and retained 112,932 Class A shares directly. The filing discloses the sales were executed under a previously adopted trading plan dated 12/03/2024, and several holdings are held indirectly by the Dave and Cheryl Duffield Foundation.
Positive
- Use of a Rule 10b5-1 trading plan provides pre-established, compliance-driven execution of sales
- Large residual beneficial ownership: reporting person retains 41,546,935 shares, preserving voting influence
Negative
- Net reduction of direct Class A shares: direct holdings fell to 112,932 shares after sales
- Material open-market sales: 85,048 Class A shares sold, which could be perceived negatively by some investors
Insights
Director sold shares under a pre-set 10b5-1 plan while retaining large voting stake.
The reporting shows the director executed multiple Rule 10b5-1 plan sales, totaling 85,048 Class A shares across price bands between $232.67 and $238.69
This pattern indicates plan-driven liquidity rather than ad hoc disposals; the director still holds a substantial combined position of 41,546,935 shares, preserving voting influence. Watch for any future scheduled plan expirations or additional plan filings within the next 12 months.
Sales were broken into tranches at rising weighted-average prices, modestly reducing direct holdings.
The transactions list several separate sales executed at incrementally higher weighted-average prices, indicating execution across multiple trading sessions; reported per-share weighted prices fall within disclosed ranges. After these trades, direct Class A holdings declined to 112,932 shares, while total beneficial ownership remains large at 41.55M.
Market impact is likely limited given the size of the remaining stake; monitor daily volume around the reported 10/08/2025 timeframe to assess any transient price pressure over the short term.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 75,053 | $0.00 | -- |
| Conversion | Class A Common Stock | 75,053 | $0.00 | -- |
| Sale | Class A Common Stock | 3,400 | $233.2069 | $793K |
| Sale | Class A Common Stock | 9,489 | $234.2603 | $2.22M |
| Sale | Class A Common Stock | 12,978 | $235.18 | $3.05M |
| Sale | Class A Common Stock | 8,656 | $236.3024 | $2.05M |
| Sale | Class A Common Stock | 30,595 | $237.2676 | $7.26M |
| Sale | Class A Common Stock | 9,935 | $238.1278 | $2.37M |
| 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 $232.665 to $233.6649, 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 $233.69 to $234.6899, 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 $234.69 to $235.6899, 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 $235.69 to $236.6899, 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 $236.69 to $237.6899, 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 $237.69 to $238.6899, 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.
