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

Workday: Duffield trust sells 99,835 shares

The trust conducted the sales under a Rule 10b5-1 trading plan adopted December 2, 2025.

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Form Type
4

Rhea-AI Filing Summary

Workday, Inc. (WDAY) ten percent owner David A. Duffield reported that the David A. Duffield Trust dated July 14, 1988 converted 99,835 Class B shares into 99,835 Class A shares and sold the Class A shares on October 9, 2026. The six sale tranches had reported weighted-average prices of $186.3611, $186.9151, $188.1919, $189.3633, $190.1343, and $190.9623 per share. The sales were effected under a Rule 10b5-1 trading plan adopted by the trust on December 2, 2025. The reported Class B position following the transaction was 35,480,751 shares.

Insider DUFFIELD DAVID A
Role 10% Owner
Sold 99,835 shs ($18.72M)
Approx. gross sale proceeds $18.72M
Type Security Shares Price Value
Conversion Class B Common Stock F9, F10, F1 99,835 $0.00 $0.00
Conversion Class A Common Stock F1 99,835 $0.00 $0.00
Sale Class A Common Stock F2, F3, F1 46,607 $186.3611 $8.69M
Sale Class A Common Stock F2, F4, F1 14,294 $186.9151 $2.67M
Sale Class A Common Stock F2, F5, F1 14,228 $188.1919 $2.68M
Sale Class A Common Stock F2, F6, F1 12,732 $189.3633 $2.41M
Sale Class A Common Stock F2, F7, F1 10,472 $190.1343 $1.99M
Sale Class A Common Stock F2, F8, F1 1,502 $190.9623 $287K
Holdings After Transaction: Class B Common Stock — 35,480,751 contracts (Direct); Class A Common Stock — 105,049 shares (Direct)
Footnotes (10)
  1. F1. 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. F2. 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. F3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $185.695 to $186.6949, 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. F4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $186.70 to $187.6999, 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. F5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $187.70 to $188.6999, 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. F6. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $188.70 to $189.6999, 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. F7. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $189.70 to $190.6999, 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. F8. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $190.70 to $191.6999, 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. F9. 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. F10. 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.
Class A shares sold 99,835 shares October 9, 2026
Class B shares converted 99,835 shares Converted into Class A shares on October 9, 2026
Weighted-average sale price $186.3611 per share 46,607-share tranche on October 9, 2026
Weighted-average sale price $190.9623 per share 1,502-share tranche on October 9, 2026
Class B shares following transaction 35,480,751 shares Reported position following the October 9, 2026 transaction
Rule 10b5-1 trading plan regulatory
"pursuant to a Rule 10b5-1 trading plan"
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.
weighted average price financial
"The price reported is a weighted average price"
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
revocable living trust financial
"a revocable living trust"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many WDAY shares did David A. Duffield's trust sell, and at what prices?
The David A. Duffield Trust dated July 14, 1988 sold 99,835 Class A shares on October 9, 2026, in six tranches: 46,607 at a weighted-average $186.3611 per share; 14,294 at $186.9151; 14,228 at $188.1919; 12,732 at $189.3633; 10,472 at $190.1343; and 1,502 at $190.9623. The sales were made under a Rule 10b5-1 trading plan adopted December 2, 2025.

Who held the WDAY shares in the reported transactions?
The shares were held by the David A. Duffield Trust dated July 14, 1988, a revocable living trust for which David A. Duffield was trustee and sole beneficiary.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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)
10/09/2026		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 Stock10/09/2026C99,835A$0204,884D(1)
Class A Common Stock10/09/2026S(2)46,607D$186.3611(3)158,277D(1)
Class A Common Stock10/09/2026S(2)14,294D$186.9151(4)143,983D(1)
Class A Common Stock10/09/2026S(2)14,228D$188.1919(5)129,755D(1)
Class A Common Stock10/09/2026S(2)12,732D$189.3633(6)117,023D(1)
Class A Common Stock10/09/2026S(2)10,472D$190.1343(7)106,551D(1)
Class A Common Stock10/09/2026S(2)1,502D$190.9623(8)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(9)(10)10/09/2026C99,835 (9)(10) (9)(10)Class A Common Stock99,835$035,480,751D(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 $185.695 to $186.6949, 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 $186.70 to $187.6999, 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 $187.70 to $188.6999, 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 $188.70 to $189.6999, 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 $189.70 to $190.6999, 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 $190.70 to $191.6999, 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-fact10/13/2026
** 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)

Source: View Original Filing on SEC EDGAR

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