Workday (WDAY) insider trust sells 107,500 Class A shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Workday, Inc. reported that the David A. Duffield Trust, for which David A. Duffield is trustee and sole beneficiary, executed a series of open-market sales of Class A Common Stock on June 22, 2026. The trust sold an aggregate of 107,500 shares of Class A at weighted average prices generally between about $112 and $120 per share, under a previously adopted Rule 10b5-1 trading plan. On the same date, 107,500 shares of Class B Common Stock were converted into Class A shares, and the reporting person continued to hold 36,883,834 shares of Class B Common Stock after the conversion.

Insider Trade Summary 10b5-1

Net Seller: 107,500 shares ($12,281,957)

Net Sell 11 txns

Insider DUFFIELD DAVID A

Role null

Sold 107,500 shs ($12.28M)

Type	Security	Shares	Price	Value
Conversion	Class B Common Stock	107,500	$0.00	--
Conversion	Class A Common Stock	107,500	$0.00	--
Sale	Class A Common Stock	16,008	$112.0772	$1.79M
Sale	Class A Common Stock	49,759	$112.9198	$5.62M
Sale	Class A Common Stock	6,920	$114.1481	$790K
Sale	Class A Common Stock	7,033	$114.9445	$808K
Sale	Class A Common Stock	3,900	$116.1567	$453K
Sale	Class A Common Stock	10,587	$117.2009	$1.24M
Sale	Class A Common Stock	7,602	$118.1521	$898K
Sale	Class A Common Stock	4,151	$119.0486	$494K
Sale	Class A Common Stock	1,540	$119.844	$185K

Holdings After Transaction: Class B Common Stock — 36,883,834 shares (Direct, null); Class A Common Stock — 212,549 shares (Direct, null)

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 dated December 2, 2025. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $111.59 to $112.5899, 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $112.59 to $113.5899, 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $113.59 to $114.5899, 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $114.59 to $115.5899, 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $115.59 to $116.5899, 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $116.61 to $117.6099, 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $117.61 to $118.6099, 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $118.64 to $119.6399, 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $119.65 to $120.6499, 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. 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.

Key Figures

Shares sold: 107,500 shares Representative sale price: $112.9198 per share Highest reported price range: $119.65–$120.6499 +3 more

6 metrics

Shares sold 107,500 shares Aggregate Class A shares sold on June 22, 2026

Representative sale price $112.9198 per share One transaction block in the sale series

Highest reported price range $119.65–$120.6499 Weighted average sales price range from a footnote

Shares converted 107,500 shares Class B converted into Class A on June 22, 2026

Class B holdings after conversion 36,883,834 shares Class B Common Stock held following the reported conversion

Exercise/Conversion price $0.0000 Reported for the Class B to Class A conversion

Key Terms

Rule 10b5-1 trading plan, weighted average price, revocable living trust, Class B Common Stock, +1 more

5 terms

Rule 10b5-1 trading plan financial

"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.

weighted average price financial

"The price reported is a weighted average price. These shares were sold in multiple transactions..."

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 and sole beneficiary"

Class B Common Stock financial

"Each share of Class B Common Stock is convertible, at any time at the option of the holder..."

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 financial

"transfers to any "permitted transferee" as defined in, the Issuer's restated certificate of incorporation..."

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/24/2026 - 04:17 PM Accepted by SEC EDGAR 06/24/2026 - 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

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).

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

CALIFORNIA

94588

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/22/2026		C		107,500	A	$0	212,549	D⁽¹⁾
Class A Common Stock	06/22/2026		S⁽²⁾		16,008	D	$112.0772⁽³⁾	196,541	D⁽¹⁾
Class A Common Stock	06/22/2026		S⁽²⁾		49,759	D	$112.9198⁽⁴⁾	146,782	D⁽¹⁾
Class A Common Stock	06/22/2026		S⁽²⁾		6,920	D	$114.1481⁽⁵⁾	139,862	D⁽¹⁾
Class A Common Stock	06/22/2026		S⁽²⁾		7,033	D	$114.9445⁽⁶⁾	132,829	D⁽¹⁾
Class A Common Stock	06/22/2026		S⁽²⁾		3,900	D	$116.1567⁽⁷⁾	128,929	D⁽¹⁾
Class A Common Stock	06/22/2026		S⁽²⁾		10,587	D	$117.2009⁽⁸⁾	118,342	D⁽¹⁾
Class A Common Stock	06/22/2026		S⁽²⁾		7,602	D	$118.1521⁽⁹⁾	110,740	D⁽¹⁾
Class A Common Stock	06/22/2026		S⁽²⁾		4,151	D	$119.0486⁽¹⁰⁾	106,589	D⁽¹⁾
Class A Common Stock	06/22/2026		S⁽²⁾		1,540	D	$119.844⁽¹¹⁾	105,049	D⁽¹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹²⁾⁽¹³⁾	06/22/2026		C			107,500	⁽¹²⁾⁽¹³⁾	⁽¹²⁾⁽¹³⁾	Class A Common Stock	107,500	$0	36,883,834	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 dated December 2, 2025.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $111.59 to $112.5899, 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 $112.59 to $113.5899, 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 $113.59 to $114.5899, 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 price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $114.59 to $115.5899, 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.

7. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $115.59 to $116.5899, 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 $116.61 to $117.6099, 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 $117.61 to $118.6099, 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 $118.64 to $119.6399, 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 $119.65 to $120.6499, 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.

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	06/24/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did Workday (WDAY) report for David A. Duffield?

Workday reported that the David A. Duffield Trust sold 107,500 shares of Class A Common Stock in open-market transactions. These trades occurred on June 22, 2026 and were executed under a previously adopted Rule 10b5-1 trading plan.

At what prices did the Duffield trust sell Workday (WDAY) shares?

The trust’s reported sales used weighted average prices, with individual trades occurring within ranges such as $111.59–$112.5899 and up to $119.65–$120.6499. Each Form 4 footnote states the specific price range for the grouped transactions.

How many Workday (WDAY) shares did the Duffield trust convert on June 22, 2026?

On June 22, 2026 the trust converted 107,500 shares of Class B Common Stock into 107,500 shares of Class A Common Stock. This was reported as a derivative security conversion with no stated cash exercise price.

How many Workday (WDAY) Class B shares does David A. Duffield still hold?

After the reported conversion, the filing shows 36,883,834 shares of Workday Class B Common Stock held. These shares are owned through the David A. Duffield Trust, a revocable living trust where Duffield is trustee and sole beneficiary.

Were the Workday (WDAY) insider sales by the Duffield trust pre-planned?

Yes. A footnote explains the sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the David A. Duffield Trust on December 2, 2025, indicating the transactions were pre-scheduled rather than discretionary.