Workday 10% holder sells 90,615 shares at ~$198
Rhea-AI Filing Summary
Workday, Inc. (WDAY) reported that David A. Duffield, a more-than-10% owner, converted 90,615 shares of Class B Common Stock into Class A Common Stock on September 4, 2026 and, through his revocable living trust, sold 90,615 Class A shares in multiple open-market transactions that day. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the David A. Duffield Trust on December 2, 2025. Following the conversion, the trust directly held 36,268,258 Class B shares, which remain convertible into Class A Common Stock on a one-for-one basis.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Exercise and sale activity reported; no spread calculated
Exercise and Sale
10 txns
Insider
DUFFIELD DAVID A
Role
10% Owner
Sold
90,615 shs ($17.95M)
Approx. gross sale proceeds
$17.95M
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock F11, F12, F1 | 90,615 | $0.00 | $0.00 |
| Conversion | Class A Common Stock F1 | 90,615 | $0.00 | $0.00 |
| Sale | Class A Common Stock F2, F3, F1 | 13,666 | $195.8074 | $2.68M |
| Sale | Class A Common Stock F2, F4, F1 | 6,241 | $196.7256 | $1.23M |
| Sale | Class A Common Stock F2, F5, F1 | 31,605 | $198.1095 | $6.26M |
| Sale | Class A Common Stock F2, F6, F1 | 30,048 | $198.8661 | $5.98M |
| Sale | Class A Common Stock F2, F7, F1 | 7,631 | $199.9094 | $1.53M |
| Sale | Class A Common Stock F2, F8, F1 | 224 | $200.5861 | $45K |
| Sale | Class A Common Stock F2, F9, F1 | 600 | $201.75 | $121K |
| Sale | Class A Common Stock F2, F10, F1 | 600 | $204.05 | $122K |
Holdings After Transaction:
Class B Common Stock — 36,268,258 contracts (Direct);
Class A Common Stock — 105,049 shares (Direct)
Footnotes (12)
- 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.
- 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.
- F3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $195.42 to $196.4199, 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.
- F4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $196.43 to $197.4299, 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.
- F5. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $197.51 to $198.5099, 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.
- F6. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $198.51 to $199.5099, 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.
- F7. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $199.52 to $200.5199, 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.
- F8. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $200.57 to $201.5699, 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.
- F9. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $201.75 to $202.7499, 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.
- F10. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $204.05 to $205.0499, 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.
- F11. 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.
- F12. 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
Class B shares converted: 90,615 shares
Class A shares sold: 90,615 shares
Weighted average sale price (largest tranche): $198.11 per share
+5 more
8 metrics
Class B shares converted
90,615 shares
Converted into Class A Common Stock on September 4, 2026
Class A shares sold
90,615 shares
Total Class A shares sold in open-market transactions on September 4, 2026
Weighted average sale price (largest tranche)
$198.11 per share
31,605 Class A shares sold on September 4, 2026
Lowest reported weighted average sale price
$195.81 per share
13,666 Class A shares sold on September 4, 2026
Highest reported weighted average sale price
$204.05 per share
600 Class A shares sold on September 4, 2026
Class B holdings after conversion
36,268,258 shares
Class B Common Stock directly held by the trust following the conversion
Rule 10b5-1 plan adoption date
December 2, 2025
Adoption date of the trading plan used for the September 4, 2026 sales
Conversion ratio
1 Class B share for 1 Class A share
Each Class B share is convertible into one Class A share
Key Terms
Rule 10b5-1 trading plan, revocable living trust, weighted average price, 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"
weighted average price financial
"The price reported is a weighted average price. These shares were sold"
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.
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.
permitted transferee regulatory
"transfers to any "permitted transferee" as defined in, the Issuer's restated"
restated certificate of incorporation regulatory
"as defined in, the Issuer's restated certificate of incorporation in effect"
A restated certificate of incorporation is an updated, single-document version of a company’s founding rules that folds together the original charter and all later changes into one clear set of terms — like replacing a patchwork manual with a clean, revised edition. Investors care because it clarifies ownership details, voting rights, share classes and other legal rules that affect control, dividends and how value is created or diluted, so it can change the risks and benefits of owning the stock.
FAQ
What did the insider report in this Form 4 for WDAY?
The reporting person’s trust converted 90,615 shares of Class B Common Stock into Class A Common Stock and sold 90,615 Class A shares in open-market transactions on September 4, 2026, all under a Rule 10b5-1 trading plan.
Was the WDAY insider selling done under a Rule 10b5-1 trading plan?
Yes. A footnote states the sale was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the David A. Duffield Trust on December 2, 2025, and the filing affirms Rule 10b5-1 plan status.
What are the key conversion terms for Workday’s Class B Common Stock?
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, and will also convert automatically upon certain events described in Workday’s restated certificate of incorporation.
AI-generated analysis. How Rhea-AI works. Not financial advice.
