Duffield trust (WDAY) sells 107,500 shares under 10b5-1, keeps big stake

Rhea-AI Filing Summary

Workday, Inc. insider David A. Duffield, through his revocable living trust, converted and sold shares on March 26, 2026. The trust converted 107,500 shares of Class B Common Stock into 107,500 shares of Class A Common Stock, then sold all 107,500 Class A shares in open-market transactions.

The sales occurred at weighted average prices ranging from about $127 to $131 per share under a previously adopted Rule 10b5-1 trading plan. Following these transactions, Duffield continues to hold 37,851,334 shares of Class B Common Stock and 105,049 shares of Class A Common Stock directly through the trust.

Insider Trade Summary 10b5-1

Net Seller: 107,500 shares ($13,797,430)

Net Sell 6 txns

Insider DUFFIELD DAVID A

Role 10% Owner

Sold 107,500 shs ($13.80M)

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	53,496	$127.8456	$6.84M
Sale	Class A Common Stock	32,727	$128.3983	$4.20M
Sale	Class A Common Stock	19,077	$129.4599	$2.47M
Sale	Class A Common Stock	2,200	$130.1836	$286K

Holdings After Transaction: Class B Common Stock — 37,851,334 shares (Direct); Class A Common Stock — 212,549 shares (Direct)

Footnotes (1)

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 $127.10 to $128.0999, 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 $128.10 to $129.0999, 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 $129.10 to $130.0999, 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 $130.10 to $131.0999, 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.

Key Figures

Shares converted: 107,500 shares Shares sold: 107,500 shares Sale prices: $127.10–$131.0999 per share +4 more

7 metrics

Shares converted 107,500 shares Class B to Class A conversion on March 26, 2026

Shares sold 107,500 shares Class A open-market sales on March 26, 2026

Sale prices $127.10–$131.0999 per share Weighted average price ranges across multiple trades

Class A holdings after 105,049 shares Direct Class A Common Stock held by trust post-transaction

Class B holdings after 37,851,334 shares Direct Class B Common Stock held by trust post-transaction

Net share change -107,500 shares Net shares sold based on transaction summary

Transaction code C and S Conversion of derivative security and open-market sales

Key Terms

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

Class B Common Stock financial

"The reported shares are held by the David A. Duffield Trust ... Class B Common Stock"

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.

revocable living trust financial

"a revocable living trust, of which the Reporting Person is trustee and sole beneficiary"

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.

permitted transferee financial

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

Form 4 Insider Transactions: What Each Field Means →

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).

X

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)
03/26/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/26/2026		C		107,500	A	$0	212,549	D(1)
Class A Common Stock	03/26/2026		S(2)		53,496	D	$127.8456(3)	159,053	D(1)
Class A Common Stock	03/26/2026		S(2)		32,727	D	$128.3983(4)	126,326	D(1)
Class A Common Stock	03/26/2026		S(2)		19,077	D	$129.4599(5)	107,249	D(1)
Class A Common Stock	03/26/2026		S(2)		2,200	D	$130.1836(6)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(7)(8)	03/26/2026		C			107,500	(7)(8)	(7)(8)	Class A Common Stock	107,500	$0	37,851,334	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 $127.10 to $128.0999, 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 $128.10 to $129.0999, 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 $129.10 to $130.0999, 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 $130.10 to $131.0999, 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. 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.

8. 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	03/30/2026
	** 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)

FAQ

What insider transaction did WDAY’s David A. Duffield report on March 26, 2026?

David A. Duffield, via his revocable living trust, converted 107,500 Class B shares into 107,500 Class A shares, then sold all 107,500 Class A shares in open-market trades at prices around $127–$131 per share.

How many Workday (WDAY) shares does David A. Duffield hold after this Form 4?

After the reported transactions, David A. Duffield’s trust holds 37,851,334 shares of Class B Common Stock and 105,049 shares of Class A Common Stock, reflecting a very large continuing ownership position in Workday despite the 107,500-share sale.

At what prices did WDAY shares sell in Duffield’s March 26, 2026 trades?

The reported sales used weighted average prices, with separate trade ranges from $127.10 to $128.0999, $128.10 to $129.0999, $129.10 to $130.0999, and $130.10 to $131.0999 per share, reflecting multiple open-market transactions during the trading day.

Was David A. Duffield’s March 2026 WDAY stock sale pre-planned?

Yes. The Form 4 states the sale was effected under a previously adopted Rule 10b5-1 trading plan for the David A. Duffield Trust. Such plans pre-schedule trades, indicating a structured liquidity program rather than ad hoc market timing.

What happened to Workday’s Class B shares in Duffield’s reported transaction?

The trust converted 107,500 shares of Workday Class B Common Stock into 107,500 shares of Class A Common Stock. Each Class B share is convertible into one Class A share and has no expiration date, consistent with Workday’s dual-class share structure.

How do Workday (WDAY) Class B shares convert into Class A shares?

Each Workday Class B Common Share is convertible at any time into one Class A share at the holder’s option. Class B also converts automatically upon most transfers and under broader conditions tied to ownership levels, specific dates, or certain key-holder events.