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

Workday insider trust sells 107,500 shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Workday, Inc. major stockholder David A. Duffield, through the David A. Duffield Trust, reported a series of open-market sales on July 9, 2026 totaling 107,500 shares of Class A Common Stock at weighted-average prices generally between about $130 and $140 per share, effected under a previously adopted Rule 10b5-1 trading plan. On the same date, the trust converted 107,500 shares of Class B Common Stock into Class A Common Stock. Footnotes describe the trust’s status as a revocable living trust and outline the automatic conversion features of Workday’s dual-class share structure.

Positive

  • None.

Negative

  • None.

Filing Explained

The July 9 filing records planned Class A sales and leaves the reporting trust with 105,049 directly held Class A shares.

The July 13, 2026 Form 4 reports a July 9, 2026 transaction by David A. Duffield, identified as a 10% owner of Workday; Form 4 reports an insider’s transaction. The listed sales were of Class A common stock, and the final line reports 105,049 shares directly owned.

The filing separately records 107,500 shares of Class A common stock acquired at $0 and 107,500 derivative securities acquired, with 36,453,834 derivative securities remaining. The sales carry code S, which denotes an open-market sale.

The filing states that the sales were effected under a Rule 10b5-1 trading plan adopted by the David A. Duffield Trust on December 2, 2025; such a plan is adopted in advance and operates on a schedule or formula, and its filing identifies the adoption date rather than reasons for individual trades. The reported sale prices are weighted averages, with a separate price range supplied for each listed sale entry.

The footnotes state that each Class B share may be converted into one Class A share and that automatic conversion can occur upon specified events, including October 11, 2032 or when Class B shares fall below 9% of the combined Class A and Class B shares.

Insider DUFFIELD DAVID A
Role 10% Owner
Sold 107,500 shs ($14.70M)
Approx. gross sale proceeds $14.70M
Type Security Shares Price Value
Conversion Class B Common Stock F12, F13, F1 107,500 $0.00 $0.00
Conversion Class A Common Stock F1 107,500 $0.00 $0.00
Sale Class A Common Stock F2, F3, F1 1,400 $130.6314 $183K
Sale Class A Common Stock F2, F4, F1 1,800 $132.0744 $238K
Sale Class A Common Stock F2, F5, F1 1,700 $133.1206 $226K
Sale Class A Common Stock F2, F6, F1 500 $134.012 $67K
Sale Class A Common Stock F2, F7, F1 14,299 $135.4823 $1.94M
Sale Class A Common Stock F2, F8, F1 27,858 $136.4112 $3.80M
Sale Class A Common Stock F2, F9, F1 39,133 $137.1931 $5.37M
Sale Class A Common Stock F2, F10, F1 20,710 $138.3413 $2.87M
Sale Class A Common Stock F2, F11, F1 100 $138.98 $14K
Holdings After Transaction: Class B Common Stock — 36,453,834 contracts (Direct); Class A Common Stock — 105,049 shares (Direct)
Footnotes (13)
  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 $130.43 to $131.4299, 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 $131.57 to $132.5699, 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 $132.59 to $133.5899, 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 $133.63 to $134.6299, 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 $134.87 to $135.8699, 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 $135.87 to $136.8699, 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $136.87 to $137.8699, 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. F10. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $137.9 to $138.8999, 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. F11. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $138.98 to $139.9799, 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. F12. 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.
  13. F13. 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.
Shares sold 107,500 shares Total Class A Common Stock sold in open-market transactions on July 9, 2026
Shares converted 107,500 shares Class B Common Stock converted into Class A Common Stock on July 9, 2026
Lowest sale price range $130.43–$131.4299 One weighted-average price range for sales of Class A Common Stock
Highest sale price range $138.98–$139.9799 Highest weighted-average price range disclosed for the reported sales
10b5-1 plan adoption date December 2, 2025 Date the David A. Duffield Trust adopted the Rule 10b5-1 trading plan
Class B auto-conversion threshold 9% Automatic conversion if Class B is less than 9% of all outstanding Class A and B shares
Class A/B final conversion date October 11, 2032 One of the automatic conversion triggers for all Class A and B into a single class
Rule 10b5-1 trading plan regulatory
"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"
weighted average price financial
"The price reported is a weighted average price. These shares were sold in multiple"
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.
permitted transferee regulatory
"transfers to any "permitted transferee" as defined in, the Issuer's restated"
automatic conversion financial
"All shares of Class A and Class B Common Stock will convert automatically into"

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

Form 4 Insider Transactions: What Each Field Means →
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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)
07/09/2026		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 Stock07/09/2026C107,500A$0212,549D(1)
Class A Common Stock07/09/2026S(2)1,400D$130.6314(3)211,149D(1)
Class A Common Stock07/09/2026S(2)1,800D$132.0744(4)209,349D(1)
Class A Common Stock07/09/2026S(2)1,700D$133.1206(5)207,649D(1)
Class A Common Stock07/09/2026S(2)500D$134.012(6)207,149D(1)
Class A Common Stock07/09/2026S(2)14,299D$135.4823(7)192,850D(1)
Class A Common Stock07/09/2026S(2)27,858D$136.4112(8)164,992D(1)
Class A Common Stock07/09/2026S(2)39,133D$137.1931(9)125,859D(1)
Class A Common Stock07/09/2026S(2)20,710D$138.3413(10)105,149D(1)
Class A Common Stock07/09/2026S(2)100D$138.98(11)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(12)(13)07/09/2026C107,500 (12)(13) (12)(13)Class A Common Stock107,500$036,453,834D(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 $130.43 to $131.4299, 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 $131.57 to $132.5699, 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 $132.59 to $133.5899, 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 $133.63 to $134.6299, 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 $134.87 to $135.8699, 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 $135.87 to $136.8699, 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 $136.87 to $137.8699, 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 $137.9 to $138.8999, 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 $138.98 to $139.9799, 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. 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.
13. 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-fact07/13/2026
** 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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