Workday major holder sells 100,780 shares

A ten-percent owner of Workday, Inc. converted and sold 100,780 Class A shares under a pre-arranged Rule 10b5-1 trading plan while retaining a large Class B position.

Rhea-AI Filing Summary

Workday, Inc. insider David A. Duffield, through the David A. Duffield Trust, reported converting 100,780 shares of Class B Common Stock into the same number of Class A shares on September 10, 2026. The trust then sold 100,780 Class A shares in multiple open-market transactions under a previously adopted Rule 10b5-1 trading plan, while Duffield continued to directly hold 36,167,478 Class B shares.

Insider Trade Summary 10b5-1

Exercise and sale activity reported; no spread calculated

Exercise and Sale 7 txns

Insider DUFFIELD DAVID A

Role 10% Owner

Sold 100,780 shs ($18.71M)

Approx. gross sale proceeds $18.71M

Type	Security	Shares	Price	Value
Conversion	Class B Common Stock F8, F9, F1	100,780	$0.00	$0.00
Conversion	Class A Common Stock F1	100,780	$0.00	$0.00
Sale	Class A Common Stock F2, F3, F1	27,883	$184.33	$5.14M
Sale	Class A Common Stock F2, F4, F1	23,551	$184.9847	$4.36M
Sale	Class A Common Stock F2, F5, F1	24,465	$186.2642	$4.56M
Sale	Class A Common Stock F2, F6, F1	22,388	$187.0498	$4.19M
Sale	Class A Common Stock F2, F7, F1	2,493	$187.7466	$468K

Holdings After Transaction: Class B Common Stock — 36,167,478 contracts (Direct); Class A Common Stock — 105,049 shares (Direct)

Footnotes (9)

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 $183.63 to $184.6299, 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.
4. F4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $184.63 to $185.6299, 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.
5. F5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $185.64 to $186.6399, 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 $186.64 to $187.6399, 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 $187.64 to $188.6399, 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. 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.
9. F9. 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.

Key Figures

Class B shares converted: 100,780 shares Class A shares sold: 100,780 shares Sale prices (weighted averages): $184.33; $184.9847; $186.2642; $187.0498; $187.7466 per share +4 more

7 metrics

Class B shares converted 100,780 shares Converted from Class B into Class A Common Stock on September 10, 2026

Class A shares sold 100,780 shares Total Class A shares sold in open-market transactions on September 10, 2026

Sale prices (weighted averages) $184.33; $184.9847; $186.2642; $187.0498; $187.7466 per share Weighted average prices for five sale blocks of Class A Common Stock

Trading price ranges $183.63–$188.6399 per share Ranges of individual sale prices across the multiple transactions

Class B holdings after conversion 36,167,478 shares Directly held Class B Common Stock following the conversion transaction

Rule 10b5-1 plan adoption date December 2, 2025 Date of the David A. Duffield Trust’s Rule 10b5-1 trading plan referenced for these sales

Conversion ratio 1 Class B share to 1 Class A share Each share of Class B Common Stock is convertible into one share of Class A Common Stock

Key Terms

Rule 10b5-1 trading plan, weighted average price, revocable living trust, permitted transferee, +1 more

5 terms

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.

weighted average price financial

"The price reported is a weighted average price. These shares were sold"

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, of which the Reporting Person is trustee"

permitted transferee regulatory

"transfers to any "permitted transferee" as defined in, the Issuer's restated"

Class B Common Stock financial

"Each share of Class B Common Stock is convertible, at any time"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

FAQ

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

What insider transactions did WDAY’s major shareholder report on September 10, 2026?

The David A. Duffield Trust converted 100,780 Class B shares into 100,780 Class A shares, then sold 100,780 Class A shares in multiple open-market transactions on September 10, 2026.

At what prices were the Workday (WDAY) shares sold in this Form 4?

The trust sold Class A shares at weighted average prices of $184.33, $184.9847, $186.2642, $187.0498 and $187.7466, with individual trades executed within stated ranges from $183.63 to $188.6399.

How many Workday (WDAY) Class B shares does David A. Duffield hold after these transactions?

After converting 100,780 Class B shares, David A. Duffield directly held 36,167,478 shares of Workday Class B Common Stock, according to the reported post-transaction holding figure.

Were the reported WDAY stock sales made under a Rule 10b5-1 plan?

Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the David A. Duffield Trust dated December 2, 2025, and the Rule 10b5-1 checkbox is affirmed.

Who actually holds the Workday (WDAY) shares involved in this Form 4?

The shares are held by the David A. Duffield Trust dated July 14, 1988, described as a revocable living trust of which David A. Duffield is trustee and sole beneficiary.

What are the conversion rights of Workday (WDAY) Class B Common Stock?

Each share of Class B Common Stock is convertible at any time, at the holder’s option, into one share of Class A Common Stock, and also converts automatically upon certain events described in Workday’s restated certificate of incorporation.

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

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Available on EDGAR 09/14/2026 - 04:43 PM Accepted by SEC EDGAR 09/14/2026 - 04:42 PM Learn about SEC filing dates

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 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)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/10/2026		C		100,780	A	$0	205,829	D(1)
Class A Common Stock	09/10/2026		S(2)		27,883	D	$184.33(3)	177,946	D(1)
Class A Common Stock	09/10/2026		S(2)		23,551	D	$184.9847(4)	154,395	D(1)
Class A Common Stock	09/10/2026		S(2)		24,465	D	$186.2642(5)	129,930	D(1)
Class A Common Stock	09/10/2026		S(2)		22,388	D	$187.0498(6)	107,542	D(1)
Class A Common Stock	09/10/2026		S(2)		2,493	D	$187.7466(7)	105,049	D(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(8)(9)	09/10/2026		C			100,780	(8)(9)	(8)(9)	Class A Common Stock	100,780	$0	36,167,478	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 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 $183.63 to $184.6299, 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.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $184.63 to $185.6299, 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.

5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $185.64 to $186.6399, 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 $186.64 to $187.6399, 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 $187.64 to $188.6399, 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. 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.

9. 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	09/14/2026
	** 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.
* Form 4: SEC 1474 (03-26)