Workday (WDAY) insider trust converts and sells 107,500 shares under plan

Rhea-AI Filing Summary

Workday, Inc. insider activity centers on a planned conversion and sale by the David A. Duffield Trust. On March 13, 2026, the trust converted 107,500 shares of Class B Common Stock into 107,500 shares of Class A Common Stock, then sold 107,500 Class A shares in multiple open-market transactions at weighted average prices ranging from $130.92 to $135.9199.

The filing notes these sales were made under a previously adopted Rule 10b5-1 trading plan, indicating they were pre-arranged. Following the transactions, the reporting person holds 38,173,834 shares of Class B Common Stock and 105,049 shares of Class A Common Stock directly, so the sale reflects a small portion of the overall position.

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).

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 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)
03/13/2026

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	03/13/2026		C		107,500	A	$0	212,549	D(1)
Class A Common Stock	03/13/2026		S(2)		26,820	D	$131.6691(3)	185,729	D(1)
Class A Common Stock	03/13/2026		S(2)		41,934	D	$132.248(4)	143,795	D(1)
Class A Common Stock	03/13/2026		S(2)		22,046	D	$133.3363(5)	121,749	D(1)
Class A Common Stock	03/13/2026		S(2)		14,156	D	$134.3572(6)	107,593	D(1)
Class A Common Stock	03/13/2026		S(2)		2,544	D	$135.1432(7)	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	(8)(9)	03/13/2026		C			107,500	(8)(9)	(8)(9)	Class A Common Stock	107,500	$0	38,173,834	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 $130.92 to $131.9199, 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 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 $131.92 to $132.9199, 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 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 $132.92 to $133.9199, 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 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 $133.92 to $134.9199, 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 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 $134.92 to $135.9199, 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 set forth in this footnote of this Form 4.

8. 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.

9. 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	03/17/2026
	** 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.

FAQ

What did David A. Duffield report in this Workday (WDAY) Form 4 filing?

David A. Duffield reported converting 107,500 Class B shares into 107,500 Class A shares, then selling all 107,500 Class A shares in open-market trades. These transactions were executed under a previously adopted Rule 10b5-1 trading plan.

How many Workday (WDAY) shares did the Duffield trust sell and at what prices?

The trust sold 107,500 shares of Workday Class A Common Stock in multiple open-market transactions. Weighted average sale prices ranged from $130.92 to $135.9199 per share, with detailed price ranges disclosed for each transaction group in the footnotes.

Were the Workday (WDAY) insider sales by David A. Duffield pre-planned?

Yes. The filing states the sale was effected under a Rule 10b5-1 trading plan adopted by the David A. Duffield Trust on December 2, 2025. Such plans pre-schedule trades, reducing the significance of short-term market timing decisions.

How many Workday (WDAY) shares does David A. Duffield hold after these transactions?

After these transactions, the reporting person holds 38,173,834 shares of Class B Common Stock and 105,049 shares of Class A Common Stock directly. This shows the 107,500 shares sold represent a relatively small portion of the overall stake.

What type of transaction is the Class B to Class A conversion in Workday (WDAY)?

The conversion is reported with code C, meaning a conversion of a derivative security. Each Class B share is convertible into one Class A share at the holder’s option, and the 107,500 Class B shares were converted into 107,500 Class A shares before being sold.

Who legally holds the Workday (WDAY) shares reported in this Form 4?

The shares are held by the David A. Duffield Trust dated July 14, 1988, a revocable living trust. The filing notes the reporting person is both trustee and sole beneficiary, so the trust’s holdings are attributed to him for reporting purposes.