[Form 4] Workday, Inc. Insider Trading Activity

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

Corporate Governance Analyst

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.

Equity Markets Analyst

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.

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).

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 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)
10/08/2025

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	10/08/2025		C		75,053	A	$0	178,050	D(1)
Class A Common Stock	10/08/2025		S(2)		3,400	D	$233.2069(3)	174,650	D(1)
Class A Common Stock	10/08/2025		S(2)		9,489	D	$234.2603(4)	165,161	D(1)
Class A Common Stock	10/08/2025		S(2)		12,978	D	$235.18(5)	152,183	D(1)
Class A Common Stock	10/08/2025		S(2)		8,656	D	$236.3024(6)	143,527	D(1)
Class A Common Stock	10/08/2025		S(2)		30,595	D	$237.2676(7)	112,932	D(1)
Class A Common Stock	10/08/2025		S(2)		9,935	D	$238.1278(8)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(9)(10)	10/08/2025		C			75,053	(9)(10)	(9)(10)	Class A Common Stock	75,053	$0	41,546,935	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 $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.

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.

5. 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.

6. 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.

7. 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.

8. 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.

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	10/10/2025
	** 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.

FAQ

What did Workday director David A. Duffield sell in the Form 4 (WDAY)?

The Form 4 reports the sale of 85,048 Class A shares executed on 10/08/2025 under a Rule 10b5-1 plan, across weighted-average price ranges from about $232.67 to $238.69.

How many Workday shares does David A. Duffield beneficially own after the transactions?

Following the reported transactions, the reporting person beneficially owned 41,546,935 shares in total and held 112,932 Class A shares directly.

Were the sales pre-planned or ad hoc for the Workday insider (WDAY)?

The sales were effected pursuant to a previously adopted Rule 10b5-1 trading plan dated 12/03/2024, as disclosed in the filing.

Did the Form 4 indicate conversion between share classes for WDAY?

Yes, the filing shows conversion/acquisition of 75,053 Class B shares into Class A equivalents at a $0 conversion price on 10/08/2025.

Who holds some of the reported Workday shares indirectly?

Certain shares are held indirectly by the Dave and Cheryl Duffield Foundation and by trusts (e.g., the David A. Duffield Trust dated July 14, 1988).