[Form 4] Workday, Inc. Insider Trading Activity

Rhea-AI Filing Summary

David A. Duffield, a 10% owner of Workday (WDAY), reported significant insider trading activity through multiple transactions on June 16-17, 2025. The transactions were executed under a pre-established Rule 10b5-1 trading plan from December 3, 2024.

Key transaction details:

• Converted 71,240 shares of Class B Common Stock to Class A Common Stock on June 17
• Sold a total of 15,000 shares from the Dave and Cheryl Duffield Foundation at prices ranging from $244.39 to $247.83
• Disposed of 71,240 shares of Class A Common Stock in multiple transactions at prices between $242.39 and $247.40

Following these transactions, Duffield maintains beneficial ownership of 42,140,622 shares of Class B Common Stock through the David A. Duffield Trust, and 30,000 shares through the Dave and Cheryl Duffield Foundation. The filing notes automatic conversion provisions for Class B shares under specific conditions, including when Class B shares represent less than 9% of total outstanding shares or by October 11, 2032.

Positive

• None.

Negative

• 10% owner David Duffield sold approximately $18.5M worth of shares through planned 10b5-1 sales, including direct and foundation holdings, with transactions occurring at prices between $242-247 per share

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)
06/16/2025

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	06/16/2025		S(1)		4,230	D	$244.3869(2)	40,770	I	Dave and Cheryl Duffield Foundation
Class A Common Stock	06/16/2025		S(1)		6,775	D	$245.246(3)	33,995	I	Dave and Cheryl Duffield Foundation
Class A Common Stock	06/16/2025		S(1)		3,330	D	$246.3419(4)	30,665	I	Dave and Cheryl Duffield Foundation
Class A Common Stock	06/16/2025		S(1)		665	D	$247.0906(5)	30,000	I	Dave and Cheryl Duffield Foundation
Class A Common Stock	06/17/2025		C		71,240	A	$0	174,237	D(6)
Class A Common Stock	06/17/2025		S(1)		27,561	D	$242.8213(7)	146,676	D(6)
Class A Common Stock	06/17/2025		S(1)		8,663	D	$243.9175(8)	138,013	D(6)
Class A Common Stock	06/17/2025		S(1)		12,856	D	$244.8447(9)	125,157	D(6)
Class A Common Stock	06/17/2025		S(1)		21,560	D	$245.984(10)	103,597	D(6)
Class A Common Stock	06/17/2025		S(1)		600	D	$246.48(11)	102,997	D(6)

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	(12)(13)	06/17/2025		C			71,240	(12)(13)	(12)(13)	Class A Common Stock	71,240	$0	42,140,622	D(6)

Explanation of Responses:

1. 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.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $243.79 to $244.7899, 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.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $244.80 to $245.7999, 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 $245.83 to $246.8299, 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 $246.83 to $247.8299, 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 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.

7. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $242.39 to $243.3899, 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 $243.39 to $244.3899, 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $244.39 to $245.3899, 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.

10. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $245.39 to $246.3899, 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.

11. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $246.40 to $247.3999, 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.

12. 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.

13. 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	06/18/2025
	** 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 Duffield sell on June 16, 2025?

On June 16, 2025, David Duffield sold a total of 15,000 shares of Class A Common Stock through the Dave and Cheryl Duffield Foundation, broken down as follows: 4,230 shares at ~$244.39, 6,775 shares at ~$245.25, 3,330 shares at ~$246.34, and 665 shares at ~$247.09.

What was the average selling price of WDAY stock in Duffield's June 17, 2025 transactions?

On June 17, 2025, David Duffield sold shares at various price ranges: 27,561 shares at ~$242.82, 8,663 shares at ~$243.92, 12,856 shares at ~$244.84, 21,560 shares at ~$245.98, and 600 shares at ~$246.48, with prices ranging from approximately $242.39 to $247.39.

How many Class B Common Stock shares does David Duffield own in WDAY after the reported transactions?

Following the reported transactions, David Duffield beneficially owned 42,140,622 shares of Class B Common Stock held directly through the David A. Duffield Trust dated July 14, 1988, of which he is trustee and sole beneficiary.

Was David Duffield's WDAY stock sale planned in advance?

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

When will WDAY's Class B shares automatically convert to Common Stock?

WDAY's Class B shares will automatically convert to Common Stock upon the earliest of: (a) majority Class B holders' election, (b) when Class B shares represent less than 9% of all outstanding shares, (c) October 11, 2032, or (d) nine months after the death of the later to die of David A. Duffield and Aneel Bhusri.