[Form 4] Workday, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Workday (NASDAQ: WDAY) director and 10% owner David A. Duffield filed a Form 4 disclosing a conversion of 73,971 Class B shares into Class A followed by the sale of the same 73,971 Class A shares on 06/24/2025. The Rule 10b5-1 plan sales were executed at weighted-average prices between $237.55 and $240.60, generating roughly $17.6 million in proceeds. Post-transaction, Duffield still controls 102,997 Class A shares, 42.07 million Class B shares (convertible 1-for-1), and 30,000 Class A shares held through a foundation. The transaction modestly increases the free-trading float without materially altering his voting power.

Positive

• None.

Negative

• Founder and 10% owner sold 73,971 Class A shares worth about $17.6 million, potentially creating a short-term stock overhang and raising questions about insider sentiment.

Insights

Insider Trading Analyst

TL;DR: $17.6 M sale equals just 0.17% of Duffield’s stake—signal limited.

The dollar value is large, yet the sale reduces Duffield’s combined Class A/B holdings by a negligible fraction. Because it was executed under a Rule 10b5-1 plan, timing discretion was largely removed, lessening concerns around information asymmetry. The conversion increases Class A float but leaves voting control unchanged, so strategic implications are minimal. Investors should watch for selling trend acceleration before inferring a negative outlook.

Portfolio Manager

TL;DR: Founder liquidity event may create mild sentiment overhang.

The extra 73,971 Class A shares add less than 0.1% to float, so supply pressure is modest. Still, sizeable founder disposals can influence short-term perception, particularly if repeated. Remaining ownership—over 42 million Class B shares—keeps management-shareholder alignment intact. No fundamental shift is evident, but the trade signals a liquidity preference that warrants monitoring.

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 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)
06/24/2025

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	06/24/2025		C		73,971	A	$0	176,968	D(1)
Class A Common Stock	06/24/2025		S(2)		29,828	D	$238.1577(3)	147,140	D(1)
Class A Common Stock	06/24/2025		S(2)		42,793	D	$238.9726(4)	104,347	D(1)
Class A Common Stock	06/24/2025		S(2)		1,350	D	$239.9622(5)	102,997	D(1)
Class A Common Stock								30,000	I	Dave and Cheryl Duffield Foundation

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	(6)(7)	06/24/2025		C			73,971	(6)(7)	(6)(7)	Class A Common Stock	73,971	$0	42,066,651	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, the Cheryl D. 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 $237.55 to $238.5499, 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 $238.55 to $239.5499, 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 $239.60 to $240.5999, 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. 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.

7. 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	06/26/2025
	** 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.

FAQ

How many [[WDAY]] shares did David A. Duffield sell on 06/24/2025?

He sold 73,971 Class A shares that day.

What was the total dollar value of Duffield's recent [[WDAY]] stock sale?

At weighted-average prices of $237.55–$240.60, proceeds totaled roughly $17.6 million.

Was the [[WDAY]] share sale executed under a Rule 10b5-1 plan?

Yes. The filing states all sales were made pursuant to a trading plan adopted on December 3, 2024.

How many [[WDAY]] shares does Duffield still own after the sale?

He directly holds 102,997 Class A and 42,066,651 Class B shares, plus 30,000 Class A shares held indirectly.

Did Duffield acquire any new [[WDAY]] shares in this filing?

The 73,971 Class A shares sold were first acquired by converting the same number of Class B shares; no net increase in total ownership occurred.