Was David A. Duffield’s Workday (WDAY) share sale under a Rule 10b5-1 plan?

Yes. The filing states the sale was executed under a Rule 10b5-1 trading plan adopted by the David A. Duffield Trust on December 2, 2025. Such plans pre-schedule trades, indicating the timing was determined in advance rather than decided on the transaction date.

What conversion between Workday (WDAY) share classes did David A. Duffield report?

Duffield reported converting 107,500 shares of Workday Class B Common Stock into 107,500 shares of Class A Common Stock. Each Class B share is convertible into one Class A share at the holder’s option, and the converted Class A shares were then sold on June 4, 2026.

David A. Duffield (WDAY) sells 107,500 shares under Rule 10b5-1 plan

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Workday, Inc. insider David A. Duffield reported a net sale of 107,500 shares of Class A Common Stock. The shares were sold in open-market transactions on June 4, 2026 at weighted average prices ranging from about $147.88 to $152.8799 per share under a pre-arranged Rule 10b5-1 trading plan established by the David A. Duffield Trust.

On the same date, 107,500 shares of Class B Common Stock were converted into 107,500 shares of Class A Common Stock, which were then sold. Following these transactions, Duffield’s direct holdings include 105,049 shares of Class A Common Stock and 37,313,834 shares of Class B Common Stock held through his revocable living trust.

Insider Trade Summary 10b5-1

Net Seller: 107,500 shares ($16,077,371)

Net Sell 7 txns

Insider DUFFIELD DAVID A

Role null

Sold 107,500 shs ($16.08M)

Type	Security	Shares	Price	Value
Conversion	Class B Common Stock	107,500	$0.00	--
Conversion	Class A Common Stock	107,500	$0.00	--
Sale	Class A Common Stock	35,471	$148.5224	$5.27M
Sale	Class A Common Stock	36,475	$149.2577	$5.44M
Sale	Class A Common Stock	18,891	$150.402	$2.84M
Sale	Class A Common Stock	13,548	$151.2816	$2.05M
Sale	Class A Common Stock	3,115	$152.2155	$474K

Holdings After Transaction: Class B Common Stock — 37,313,834 shares (Direct, null); Class A Common Stock — 212,549 shares (Direct, null)

Footnotes (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. This sale was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the David A. Duffield Trust dated December 2, 2025. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $147.88 to $148.8799, 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $148.88 to $149.8799, 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $149.88 to $150.8799, 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $150.88 to $151.8799, 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $151.88 to $152.8799, 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. 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. 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

Shares sold: 107,500 shares Sale price range: $147.88–$152.8799/share Class A holdings after: 105,049 shares +3 more

6 metrics

Shares sold 107,500 shares Net Class A shares sold on June 4, 2026

Sale price range $147.88–$152.8799/share Weighted average price ranges for open-market sales

Class A holdings after 105,049 shares Direct Class A Common Stock held following transactions

Class B holdings after 37,313,834 shares Class B Common Stock held through revocable living trust

Converted shares 107,500 shares Class B converted into Class A before sale

Largest sale block 36,475 shares Single-line open-market sale at $149.2577 per share

Key Terms

Rule 10b5-1 trading plan, revocable living trust, Class A Common Stock, Class B Common Stock, +2 more

6 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.

revocable living trust financial

"a revocable living trust, of which the Reporting Person is trustee and sole beneficiary"

Class A Common Stock financial

"security_title": "Class A Common Stock""

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Class B Common Stock financial

"Each share of Class B Common Stock is convertible, at any time at the option..."

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

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.

automatic conversion financial

"All shares of Class A and Class B Common Stock will convert automatically into shares of a single class..."

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Form 4 Insider Transactions: What Each Field Means →

06/08/2026 - 04:22 PM

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).

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)
06/04/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/04/2026		C		107,500	A	$0	212,549	D⁽¹⁾
Class A Common Stock	06/04/2026		S⁽²⁾		35,471	D	$148.5224⁽³⁾	177,078	D⁽¹⁾
Class A Common Stock	06/04/2026		S⁽²⁾		36,475	D	$149.2577⁽⁴⁾	140,603	D⁽¹⁾
Class A Common Stock	06/04/2026		S⁽²⁾		18,891	D	$150.402⁽⁵⁾	121,712	D⁽¹⁾
Class A Common Stock	06/04/2026		S⁽²⁾		13,548	D	$151.2816⁽⁶⁾	108,164	D⁽¹⁾
Class A Common Stock	06/04/2026		S⁽²⁾		3,115	D	$152.2155⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽⁸⁾⁽⁹⁾	06/04/2026		C			107,500	⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	Class A Common Stock	107,500	$0	37,313,834	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 $147.88 to $148.8799, 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 $148.88 to $149.8799, 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 $149.88 to $150.8799, 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 $150.88 to $151.8799, 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 $151.88 to $152.8799, 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	06/04/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

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

David A. Duffield reported selling 107,500 shares of Workday Class A Common Stock. The shares were sold in multiple open-market trades on June 4, 2026, after converting an equal number of Class B shares into Class A shares on the same date.

At what prices did David A. Duffield sell Workday (WDAY) shares?

The reported sales used weighted average prices within several ranges between $147.88 and $152.8799 per share. Each price range reflects multiple individual trades, and detailed per-trade pricing is available upon request from the company or the reporting person.

How many Workday (WDAY) shares does David A. Duffield hold after this transaction?

After these transactions, Duffield holds 105,049 shares of Workday Class A Common Stock and 37,313,834 shares of Class B Common Stock. The Class B shares are held through his revocable living trust, where he is trustee and sole beneficiary.

How are David A. Duffield’s Workday (WDAY) shares held according to the Form 4?

The filing notes that the reported shares are held by the David A. Duffield Trust dated July 14, 1988, a revocable living trust. Duffield is trustee and sole beneficiary, meaning he effectively controls and benefits from the trust’s Workday share holdings.