David Duffield (NASDAQ: WDAY) converts Class B, sells Class A shares

Rhea-AI Filing Summary

Workday, Inc. insider David A. Duffield reported a large share conversion and planned stock sales. On 01/08/2026, an entity associated with him converted 82,884 shares of Class B Common Stock into 82,884 shares of Class A Common Stock at a conversion price of $0. After this, he held 187,933 Class A shares directly and 38,603,834 Class B shares.

The filing then shows multiple open-market sales of Workday Class A Common Stock in several blocks at prices ranging from about $207.6647 to $211.1038 per share, leaving 105,049 Class A shares directly owned. The reported shares are held by the David A. Duffield Trust, a revocable living trust where he is trustee and sole beneficiary, and the sales were made under a previously adopted Rule 10b5-1 trading plan. Footnotes explain that each Class B share is convertible into one Class A share and that all Class A and B shares will automatically convert into a single class of common stock upon certain events, including when Class B falls below 9% of combined A and B or on October 11, 2032.

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

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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 CA 94588

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
01/08/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	01/08/2026		C		82,884	A	$0	187,933	D(1)
Class A Common Stock	01/08/2026		S(2)		8,360	D	$207.6647(3)	179,573	D(1)
Class A Common Stock	01/08/2026		S(2)		9,240	D	$208.4199(4)	170,333	D(1)
Class A Common Stock	01/08/2026		S(2)		27,639	D	$209.6814(5)	142,694	D(1)
Class A Common Stock	01/08/2026		S(2)		28,462	D	$210.4339(6)	114,232	D(1)
Class A Common Stock	01/08/2026		S(2)		9,183	D	$211.1038(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)	01/08/2026		C			82,884	(8)(9)	(8)(9)	Class A Common Stock	82,884	$0	38,603,834	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, and the Dave & Cheryl Duffield Foundation dated December 3, 2024.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $207.00 to $207.9999, 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 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 $208.00 to $208.9999, 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 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 $209.00 to $209.9999, 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 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 $210.00 to $210.9999, 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 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 $211.00 to $211.9999, 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 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	01/09/2026
	** 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).
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FAQ

What insider activity did Workday (WDAY) report for David A. Duffield?

The filing shows that on 01/08/2026, David A. Duffield’s holdings converted 82,884 Class B Workday shares into 82,884 Class A shares at $0, followed by multiple open-market sales of Class A shares at prices between about $207.6647 and $211.1038 per share.

How many Workday Class A shares does David A. Duffield own after the reported trades?

After the conversion and subsequent sales on 01/08/2026, the Form 4 reports that David A. Duffield beneficially owns 105,049 shares of Class A Common Stock directly.

How many Workday Class B shares are reported for David A. Duffield?

The Form 4 shows that after the conversion transaction on 01/08/2026, David A. Duffield beneficially owns 38,603,834 shares of Class B Common Stock.

Through what entity are David A. Duffield’s Workday shares held?

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

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

Yes. A footnote states that the sales were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the David A. Duffield Trust and the Dave & Cheryl Duffield Foundation dated December 3, 2024.

How do Workday’s Class B shares convert into Class A shares?

Each share of Class B Common Stock is convertible at any time, at the option of the holder, into one share of Class A Common Stock. All Class A and Class B shares will automatically convert into a single class of common stock upon specified events, including when Class B falls below 9% of combined Class A and B, or on October 11, 2032.