Workday major holder sells 96,545 shares

Rhea-AI Filing Summary

Workday, Inc. (WDAY) reports that major stockholder David A. Duffield, through the David A. Duffield Trust, converted 96,545 shares of Class B Common Stock into the same number of Class A shares on September 15, 2026, then sold 96,545 Class A shares in multiple market transactions under a previously adopted Rule 10b5-1 trading plan. Following the conversion, the trust directly held 36,070,933 shares of Class B Common Stock.

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 96,545 shs ($18.56M)

Approx. gross sale proceeds $18.56M

Type	Security	Shares	Price	Value
Conversion	Class B Common Stock F8, F9, F1	96,545	$0.00	$0.00
Conversion	Class A Common Stock F1	96,545	$0.00	$0.00
Sale	Class A Common Stock F2, F3, F1	25,163	$190.707	$4.80M
Sale	Class A Common Stock F2, F4, F1	17,487	$191.6277	$3.35M
Sale	Class A Common Stock F2, F5, F1	26,152	$192.7343	$5.04M
Sale	Class A Common Stock F2, F6, F1	23,875	$193.5737	$4.62M
Sale	Class A Common Stock F2, F7, F1	3,868	$194.3923	$752K

Holdings After Transaction: Class B Common Stock — 36,070,933 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 $190.15 to $191.1499, 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 $191.15 to $192.1499, 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 $192.15 to $193.1499, 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 $193.15 to $194.1499, 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 $194.15 to $195.1499, 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: 96,545 shares Class A shares acquired via conversion: 96,545 shares Class A shares sold: 96,545 shares +5 more

8 metrics

Class B shares converted 96,545 shares Class B Common Stock converted into Class A Common Stock on September 15, 2026

Class A shares acquired via conversion 96,545 shares Class A Common Stock received from conversion on September 15, 2026

Class A shares sold 96,545 shares Total Class A Common Stock sold in multiple transactions on September 15, 2026

Weighted average sale price (first tranche) $190.7070 per share Sale of 25,163 Class A shares on September 15, 2026

Weighted average sale price (highest tranche) $194.3923 per share Sale of 3,868 Class A shares on September 15, 2026

Post-transaction Class B holdings 36,070,933 shares Class B Common Stock held directly after the conversion transaction

Rule 10b5-1 plan adoption date December 2, 2025 Trading plan under which the reported sales were effected

Class B automatic conversion threshold 9% of combined Class A and B shares Trigger for automatic conversion of all Class B shares

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"

automatic conversion financial

"will convert automatically into one (1) share of Class A Common Stock upon any transfer"

FAQ

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

What insider transactions did WDAY major shareholder David A. Duffield report on September 15, 2026?

He reported converting 96,545 Class B shares into 96,545 Class A shares, then selling 96,545 Class A shares in multiple market transactions. These trades were carried out by the David A. Duffield Trust, of which he is trustee and sole beneficiary.

At what prices were the WDAY Class A shares sold in this Form 4?

The 96,545 Class A shares of Workday were sold in several tranches at weighted average prices of $190.7070, $191.6277, $192.7343, $193.5737, and $194.3923, with individual trades occurring within narrow price ranges between $190.15 and $195.1499.

How many Workday Class B shares does the Duffield trust hold after these transactions?

After the reported conversion, the David A. Duffield Trust directly holds 36,070,933 shares of Class B Common Stock of Workday. This figure is reported as the total Class B shares held following the September 15, 2026 conversion transaction.

Were the WDAY insider sales made under a Rule 10b5-1 trading plan?

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

Who actually holds the Workday shares involved in this Form 4 filing?

The shares are held by the David A. Duffield Trust dated July 14, 1988, described as a revocable living trust for which David A. Duffield is trustee and sole beneficiary. The transactions are therefore attributed to this trust associated with the reporting person.

How can WDAY investors interpret the Class B to Class A conversion terms mentioned?

Each share of Class B is convertible into one Class A share at the holder’s option and also converts automatically upon most transfers or upon certain triggers, including when Class B falls below 9% of combined Class A and B shares or on October 11, 2032.

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

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Available on EDGAR 09/17/2026 - 04:25 PM Accepted by SEC EDGAR 09/17/2026 - 04:24 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)
09/15/2026

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	09/15/2026		C		96,545	A	$0	201,594	D(1)
Class A Common Stock	09/15/2026		S(2)		25,163	D	$190.707(3)	176,431	D(1)
Class A Common Stock	09/15/2026		S(2)		17,487	D	$191.6277(4)	158,944	D(1)
Class A Common Stock	09/15/2026		S(2)		26,152	D	$192.7343(5)	132,792	D(1)
Class A Common Stock	09/15/2026		S(2)		23,875	D	$193.5737(6)	108,917	D(1)
Class A Common Stock	09/15/2026		S(2)		3,868	D	$194.3923(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)	09/15/2026		C			96,545	(8)(9)	(8)(9)	Class A Common Stock	96,545	$0	36,070,933	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 $190.15 to $191.1499, 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 $191.15 to $192.1499, 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 $192.15 to $193.1499, 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 $193.15 to $194.1499, 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 $194.15 to $195.1499, 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	09/17/2026
	** 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)