Duffield trust (WDAY) converts and sells 107,500 Workday shares

Rhea-AI Filing Summary

Workday, Inc. major shareholder David A. Duffield’s trust converted and sold shares of Workday stock. The trust converted 107,500 shares of Class B Common Stock into 107,500 shares of Class A Common Stock, then sold 107,500 Class A shares in open-market transactions.

The sales, executed under a pre-arranged Rule 10b5-1 trading plan adopted by the David A. Duffield Trust, were completed at weighted average prices within ranges from $134.21 to $138.2299 per share. Following these transactions, Duffield holds 105,049 shares of Class A Common Stock directly and 37,958,834 shares of Class B Common Stock through the trust, indicating he retains a very large stake in Workday.

Insights

Equity ownership analyst

Duffield trust’s 107,500-share sale is routine relative to a very large remaining stake.

David A. Duffield’s trust converted 107,500 shares of Class B Common Stock into Class A and sold 107,500 Class A shares in the open market. The transaction used code C for the conversion and code S for the sales, matching a standard conversion-and-sale pattern.

The filing shows post-transaction holdings of 37,958,834 Class B shares and 105,049 Class A shares, so the 107,500 shares sold represent a small portion of his overall position. There are no remaining derivative positions listed, indicating this was a conversion of existing equity rather than an option exercise.

A footnote states the sales were made under a previously adopted Rule 10b5-1 trading plan for the David A. Duffield Trust. Such pre-planned programs are typically established in advance, which tends to make the timing of the sales less informative about Duffield’s current view of Workday. Overall, this looks like routine liquidity management by a long-term, large shareholder.

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

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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)
03/23/2026

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	03/23/2026		C		107,500	A	$0	212,549	D(1)
Class A Common Stock	03/23/2026		S(2)		2,500	D	$134.6624(3)	210,049	D(1)
Class A Common Stock	03/23/2026		S(2)		21,592	D	$135.7603(4)	188,457	D(1)
Class A Common Stock	03/23/2026		S(2)		48,797	D	$136.8891(5)	139,660	D(1)
Class A Common Stock	03/23/2026		S(2)		34,611	D	$137.554(6)	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	(7)(8)	03/23/2026		C			107,500	(7)(8)	(7)(8)	Class A Common Stock	107,500	$0	37,958,834	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 $134.21 to $135.2099, 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 $135.23 to $136.2299, 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 $136.23 to $137.2299, 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 $137.23 to $138.2299, 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. 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.

8. 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	03/25/2026
	** 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)

FAQ

What did David A. Duffield’s trust do in this Workday (WDAY) Form 4?

The David A. Duffield Trust converted 107,500 shares of Class B Common Stock into 107,500 Class A shares and then sold all 107,500 Class A shares in open-market transactions at disclosed weighted average price ranges.

How many Workday (WDAY) shares did the Duffield trust sell and at what prices?

The trust sold 107,500 shares of Workday Class A Common Stock. The filing reports weighted average sale prices within ranges from $134.21 to $138.2299 per share, across multiple transactions executed on the same date.

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

After the transactions, David A. Duffield holds 105,049 shares of Workday Class A Common Stock directly and 37,958,834 shares of Class B Common Stock through his revocable living trust, indicating that he remains a very large shareholder of the company.

Was the Duffield trust’s sale of Workday (WDAY) shares under a Rule 10b5-1 plan?

Yes. A footnote explains that the sale was carried out under a previously adopted Rule 10b5-1 trading plan of the David A. Duffield Trust, meaning the trades were pre-arranged rather than timed opportunistically based on short-term market conditions.

What is the significance of converting Workday Class B stock into Class A stock?

Each Workday Class B share is convertible into one Class A share. The trust converted 107,500 Class B shares into Class A, then sold those Class A shares. Class B shares carry different governance rights and can also convert automatically under specified conditions described in the filing footnotes.

Does this Workday (WDAY) Form 4 indicate any remaining derivative or option positions for Duffield?

The summary data in the filing shows no remaining derivative positions after these transactions. The activity reflects conversion of existing Class B Common Stock into Class A shares and subsequent sales, rather than the exercise of options or other derivative securities.