Workday holder sells 94,961 Class A shares
A Duffield-affiliated trust converted and sold 94,961 Workday Class A shares under a pre-set Rule 10b5-1 trading plan while retaining a large Class B position.
Rhea-AI Filing Summary
Workday, Inc. (WDAY) reported that major stockholder David A. Duffield, through the David A. Duffield Trust dated July 14, 1988, converted 94,961 shares of Class B Common Stock into Class A Common Stock on September 1, 2026, and then sold the resulting Class A shares in multiple transactions the same day.
The sales, totaling 94,961 Class A shares, were executed at weighted average prices ranging roughly from $196.65 to $205.9199 per share pursuant to a Rule 10b5-1 trading plan adopted by the trust on December 2, 2025. After the conversion, the trust directly holds 36,358,873 shares of Class B Common Stock.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Exercise and sale activity reported; no spread calculated
Exercise and Sale
11 txns
Insider
DUFFIELD DAVID A
Role
10% Owner
Sold
94,961 shs ($18.92M)
Approx. gross sale proceeds
$18.92M
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock F12, F13, F1 | 94,961 | $0.00 | $0.00 |
| Conversion | Class A Common Stock F1 | 94,961 | $0.00 | $0.00 |
| Sale | Class A Common Stock F2, F3, F1 | 4,036 | $197.3781 | $797K |
| Sale | Class A Common Stock F2, F4, F1 | 36,729 | $198.2887 | $7.28M |
| Sale | Class A Common Stock F2, F5, F1 | 35,196 | $199.0087 | $7.00M |
| Sale | Class A Common Stock F2, F6, F1 | 4,800 | $200.1361 | $961K |
| Sale | Class A Common Stock F2, F7, F1 | 4,100 | $201.4017 | $826K |
| Sale | Class A Common Stock F2, F8, F1 | 1,901 | $202.396 | $385K |
| Sale | Class A Common Stock F2, F9, F1 | 6,199 | $203.4027 | $1.26M |
| Sale | Class A Common Stock F2, F10, F1 | 1,900 | $204.2787 | $388K |
| Sale | Class A Common Stock F2, F11, F1 | 100 | $204.92 | $20K |
Holdings After Transaction:
Class B Common Stock — 36,358,873 contracts (Direct);
Class A Common Stock — 105,049 shares (Direct)
Footnotes (13)
- 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 $196.65 to $197.6499, 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 $197.65 to $198.6499, 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 $198.65 to $199.6499, 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 $199.66 to $200.6599, 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 $200.9 to $201.8999, 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 $201.9 to $202.8999, 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 $202.9 to $203.8999, 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 $203.9 to $204.8999, 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $204.92 to $205.9199, 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.
- F12. 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.
- F13. 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 converted (Class B to Class A): 94,961 shares
Shares sold (Class A): 94,961 shares
Sale price (example tranche): $197.3781 per share
+3 more
6 metrics
Shares converted (Class B to Class A)
94,961 shares
Class B Common Stock converted into Class A Common Stock on September 1, 2026
Shares sold (Class A)
94,961 shares
Total Class A shares sold in multiple transactions on September 1, 2026
Sale price (example tranche)
$197.3781 per share
Weighted average price for one reported sale tranche of 4,036 Class A shares
Overall sale price range
$196.65–$205.9199 per share
Weighted average price ranges across all reported sale tranches
Class B shares held after transaction
36,358,873 shares
Directly held by the David A. Duffield Trust following the conversion
Rule 10b5-1 plan adoption date
December 2, 2025
Adoption date of the trading plan used for the reported sales
Key Terms
Rule 10b5-1 trading plan, weighted average price, revocable living trust, restated certificate of incorporation, +2 more
6 terms
Rule 10b5-1 trading plan regulatory
"This sale was effected pursuant to a Rule 10b5-1 trading plan"
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"
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"
restated certificate of incorporation regulatory
"as defined in, the Issuer's restated certificate of incorporation"
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.
permitted transferee regulatory
"transfers to any "permitted transferee" as defined in, the Issuer's"
Class B Common Stock financial
"Each share of Class B Common Stock is convertible, at any time"
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.
FAQ
What insider transaction did WDAY disclose for David A. Duffield on September 1, 2026?
Workday disclosed that a Duffield-affiliated trust converted 94,961 Class B shares into 94,961 Class A shares and sold all 94,961 Class A shares in multiple transactions on September 1, 2026, as reported on a Form 4.
Was the WDAY insider sale by the Duffield trust under a Rule 10b5-1 plan?
Yes. The filing states the sale was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the David A. Duffield Trust dated December 2, 2025, and the Form 4 affirms transactions under a Rule 10b5-1 arrangement.
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