[Form 4] Workday, Inc. Insider Trading Activity

Rhea-AI Filing Summary

David A. Duffield, a director of Workday, Inc. (WDAY), reported transactions dated 09/23/2025. The filing shows a conversion/acquisition of 72,118 shares of Class B into Class A Common Stock followed by sales of those 72,118 Class A shares executed under a Rule 10b5-1 trading plan at weighted-average prices within specified ranges. The direct Class A holdings reported for the Reporting Person decreased from 175,115 to 102,997 shares after the sales. The Reporting Person also reports 15,000 Class A shares held indirectly by the Dave and Cheryl Duffield Foundation. The Form 4 shows total Class A Common Stock beneficially owned following the transactions as 41,694,684 shares (direct holdings per the filing).

Positive

• Sales were executed under a pre-established Rule 10b5-1 trading plan, indicating a pre-arranged, non-discretionary framework for the transactions
• Filing includes detailed footnotes

Negative

• Direct Class A holdings were reduced by 72,118 shares (from 175,115 to 102,997) following the reported sales

Insights

Financial Analyst

TL;DR: Routine insider sales under a pre-established 10b5-1 plan reduced direct holdings by 72,118 shares; no new compensation or dilutive events disclosed.

The Form 4 indicates a conversion of 72,118 Class B shares into Class A and the subsequent sale of those 72,118 Class A shares on 09/23/2025 under a Rule 10b5-1 plan, with weighted-average sale prices reported across multiple price ranges. After the transactions, direct Class A holdings declined from 175,115 to 102,997 shares, with an additional 15,000 shares held indirectly by the Dave and Cheryl Duffield Foundation. The filing identifies the David A. Duffield Trust as the holder of certain reported shares. These are disclosed, time-stamped insider transactions; they do not, by themselves, provide operational or earnings information.

Corporate Governance Expert

TL;DR: Insider followed a documented trading plan and provided required disclosures; transaction structure and holdings are clearly reported.

The filing documents that the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on December 3, 2024, and provides weighted-average price ranges for the multiple sale tranches. The report also clarifies the trust and foundation holdings and conversion mechanics between Class B and Class A shares as described in the issuer's charter. Disclosure appears complete for Section 16 reporting purposes, including footnotes committing to furnish detailed per-trade pricing on request.

09/25/2025 - 04:15 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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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)
09/23/2025

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	09/23/2025		C		72,118	A	$0	175,115	D(1)
Class A Common Stock	09/23/2025		S(2)		26,608	D	$240.2727(3)	148,507	D(1)
Class A Common Stock	09/23/2025		S(2)		15,405	D	$241.1319(4)	133,102	D(1)
Class A Common Stock	09/23/2025		S(2)		10,998	D	$242.0467(5)	122,104	D(1)
Class A Common Stock	09/23/2025		S(2)		13,006	D	$243.2095(6)	109,098	D(1)
Class A Common Stock	09/23/2025		S(2)		5,901	D	$243.9322(7)	103,197	D(1)
Class A Common Stock	09/23/2025		S(2)		200	D	$244.66(8)	102,997	D(1)
Class A Common Stock								15,000	I	Dave and Cheryl Duffield Foundation

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	(9)(10)	09/23/2025		C			72,118	(9)(10)	(9)(10)	Class A Common Stock	72,118	$0	41,694,684	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, the Cheryl D. Duffield Trust, and the Dave & Cheryl Duffield Foundation dated December 3, 2024.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $239.65 to $240.6499, 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 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 $240.65 to $241.6499, 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 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 $241.65 to $242.6499, 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 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 $242.65 to $243.6499, 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 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 $243.65 to $244.6499, 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 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 $244.66 to $245.6599, 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 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-fact	09/25/2025
	** 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.
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FAQ

What did David A. Duffield report on the Form 4 for WDAY?

He reported the conversion of 72,118 Class B shares into Class A and the sale of those 72,118 Class A shares on 09/23/2025, executed under a Rule 10b5-1 plan.

How many Class A shares does the reporting person own after the transactions?

102,997 shares are reported as directly owned after the sales; an additional 15,000 shares are held indirectly by the Dave and Cheryl Duffield Foundation.

Were the sales part of an automated trading plan?

Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 plan adopted December 3, 2024 by the relevant trusts and the foundation.

What prices were the shares sold at?

Weighted-average prices are reported within multiple ranges spanning approximately $239.65 to $245.6599 per share across the different tranches; the filing provides specific weighted-average figures for each tranche.

Who holds the reported shares on behalf of the reporting person?

Certain shares are held by the David A. Duffield Trust dated July 14, 1988, for which the Reporting Person is trustee and sole beneficiary, per the filing.