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  4. [Form 4] Workday, Inc. Insider Trading Activity

Workday (NASDAQ: WDAY) 10% owner Duffield converts and sells 107,500 shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Workday, Inc. 10% owner David A. Duffield, through the David A. Duffield Trust, converted 107,500 shares of Class B Common Stock into Class A Common Stock and on June 12, 2026 sold those 107,500 Class A shares at weighted-average prices between $125.46 and $131.4699 per share under a Rule 10b5-1 trading plan adopted December 2, 2025. Following these transactions, his direct holdings of Class A Common Stock were 105,049 shares.

Positive

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Negative

  • None.
Insider DUFFIELD DAVID A
Role 10% Owner
Sold 107,500 shs ($13.82M)
Approx. gross sale proceeds $13.82M
Approx. exercise cost $0.00
Approx. pre-tax spread $13.82M
Type Security Shares Price Value
Conversion Class B Common Stock 107,500 $0.00 $0.00
Conversion Class A Common Stock 107,500 $0.00 $0.00
Sale Class A Common Stock 9,200 $126.0058 $1.16M
Sale Class A Common Stock 10,724 $126.8789 $1.36M
Sale Class A Common Stock 15,860 $127.9901 $2.03M
Sale Class A Common Stock 54,009 $128.8795 $6.96M
Sale Class A Common Stock 9,470 $129.6333 $1.23M
Sale Class A Common Stock 8,237 $130.7894 $1.08M
Holdings After Transaction: Class B Common Stock — 37,098,834 shares (Direct); Class A Common Stock — 105,049 shares (Direct)
Footnotes (10)
  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 $125.46 to $126.4599, 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 $126.47 to $127.4699, 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 $127.47 to $128.4699, 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 $128.47 to $129.4699, 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 $129.47 to $130.4699, 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $130.47 to $131.4699, 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.
  9. F9. 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.
  10. F10. 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.
Shares converted 107500 shares Class B to Class A conversion on June 12, 2026
Shares sold 107500 shares Total Class A shares sold across multiple transactions
Lowest reported sale price $126.0058 per share Weighted-average price in one sale tranche
Highest reported sale price $130.7894 per share Weighted-average price in one sale tranche
Post-transaction Class A holding 105,049 shares Direct Class A Common Stock held after all transactions
Post-conversion Class B holding 37098834 shares Class B Common Stock after converting 107,500 shares
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 in multiple transactions"
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 and sole beneficiary"
permitted transferee regulatory
"transfers to any "permitted transferee" as defined in the Issuer's restated certificate"

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What did WDAY insider David A. Duffield report in this Form 4?
David A. Duffield reported converting 107,500 Class B shares into Class A and then selling those 107,500 Class A shares. The transactions were executed on June 12, 2026 through a Rule 10b5-1 trading plan using multiple trades at weighted-average prices.

How many Workday (WDAY) shares does Duffield hold after these transactions?
After the reported trades, David A. Duffield directly holds 105,049 shares of Workday Class A Common Stock. Additional Class B holdings remain reported separately, but the canonical post-transaction direct Class A position is 105,049 shares.

At what prices were the WDAY shares sold in Duffield’s Form 4?
The 107,500 Class A shares were sold at weighted-average prices ranging between $125.46 and $131.4699 per share. Each sale line reflects a weighted-average, with underlying individual trades across narrower price bands disclosed in the footnotes.

Was Duffield’s sale of WDAY shares under a Rule 10b5-1 trading plan?
Yes. The Form 4 states the sale was effected under a Rule 10b5-1 trading plan adopted by the David A. Duffield Trust on December 2, 2025. This indicates the trades followed a pre-established schedule rather than discretionary timing.

How are Duffield’s WDAY shares held according to this Form 4?
The reported shares are held by the David A. Duffield Trust, a revocable living trust where he is trustee and sole beneficiary. The trust is the legal holder, but Duffield is treated as the beneficial owner for reporting purposes.
SEC Form 4
FORM 4UNITED 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)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/12/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock06/12/2026C107,500A$0212,549D(1)
Class A Common Stock06/12/2026S(2)9,200D$126.0058(3)203,349D(1)
Class A Common Stock06/12/2026S(2)10,724D$126.8789(4)192,625D(1)
Class A Common Stock06/12/2026S(2)15,860D$127.9901(5)176,765D(1)
Class A Common Stock06/12/2026S(2)54,009D$128.8795(6)122,756D(1)
Class A Common Stock06/12/2026S(2)9,470D$129.6333(7)113,286D(1)
Class A Common Stock06/12/2026S(2)8,237D$130.7894(8)105,049D(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(9)(10)06/12/2026C107,500 (9)(10) (9)(10)Class A Common Stock107,500$037,098,834D(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 $125.46 to $126.4599, 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 $126.47 to $127.4699, 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 $127.47 to $128.4699, 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 $128.47 to $129.4699, 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 $129.47 to $130.4699, 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $130.47 to $131.4699, 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.
9. 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.
10. 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-fact06/16/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR