WDAY Form 4: Duffield Converts and Sells 72,118 Shares Under 10b5-1 Plan
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 committing to provide per-trade pricing on request, improving transparency
Negative
- Direct Class A holdings were reduced by 72,118 shares (from 175,115 to 102,997) following the reported sales
Insights
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 72,118 | $0.00 | -- |
| Conversion | Class A Common Stock | 72,118 | $0.00 | -- |
| Sale | Class A Common Stock | 26,608 | $240.2727 | $6.39M |
| Sale | Class A Common Stock | 15,405 | $241.1319 | $3.71M |
| Sale | Class A Common Stock | 10,998 | $242.0467 | $2.66M |
| Sale | Class A Common Stock | 13,006 | $243.2095 | $3.16M |
| Sale | Class A Common Stock | 5,901 | $243.9322 | $1.44M |
| Sale | Class A Common Stock | 200 | $244.66 | $49K |
| holding | Class A Common Stock | -- | -- | -- |
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, the Cheryl D. Duffield Trust, and the Dave & Cheryl Duffield Foundation dated December 3, 2024. 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. 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. 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. 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. 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. 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. 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.
