David Duffield discloses major Workday (WDAY) 19% ownership stake

Rhea-AI Filing Summary

Workday, Inc. insider David A. Duffield reports beneficial ownership of 49,350,689 shares, equal to 19.01% of the Class A Common Stock as of December 31, 2025. This percentage assumes conversion of his and Aneel Bhusri’s Class B shares into Class A.

The holdings include 105,049 Class A shares and 38,768,197 Class B shares held through The David A. Duffield Trust, 2,346,000 Class A shares held by the Dave & Cheryl Duffield Foundation where he shares voting and dispositive power but has no pecuniary interest, and 8,131,443 Class B shares held by Mr. Bhusri and subject to a Voting Agreement. Class B shares are convertible 1-for-1 into Class A and all dual-class shares will automatically convert into a single class upon specified triggers, including October 17, 2032 or certain ownership thresholds or deaths.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 13)

Workday, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

98138H101

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 98138H101

1

Names of Reporting Persons

David A. Duffield

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 38,873,246.00
6	Shared Voting Power 10,477,443.00
7	Sole Dispositive Power 38,873,246.00
8	Shared Dispositive Power 2,346,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

49,350,689.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

19.01 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Comment for Aggregate Amount Beneficially Owned by Each Reporting Person: Consists of 38,873,246 shares of Class A and Class B Common Stock held directly by Mr. Duffield, 2,346,000 shares of Class A Common Stock held indirectly by Mr. Duffield through the Dave & Cheryl Duffield Foundation and for which Mr. Duffield exercises shared voting and dispositive power but does not hold a pecuniary interest, and 8,131,443 shares of Class B Common Stock held by Mr. Aneel Bhusri and subject to the Voting Agreement (as defined below). Comment for Percent of Class Represented by Amount in Row (9): Assumes conversion of all of Mr. Duffield's and Mr. Bhusri's Class B Common Stock into Class A Common Stock and subject to the Voting Agreement.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Workday, Inc.
(b)	Address of issuer's principal executive offices: 6110 Stoneridge Mall Road Pleasanton, CA, 94588
Item 2.
(a)	Name of person filing: David A. Duffield
(b)	Address or principal business office or, if none, residence: c/o Nevada Pacific Consulting, LLC 956 Lakeshore Blvd. Incline Village, NV 8 9451
(c)	Citizenship: United States
(d)	Title of class of securities: Class A Common Stock
(e)	CUSIP No.: 98138H101
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 49,350,689 shares, consisting of 105,049 shares of Class A Common Stock held directly by Mr. Duffield through The David A. Duffield Trust dated July 14, 1988 (the "Duffield Trust"), for which Mr. Duffield exercises sole voting and dispositive power, 2,346,000 shares of Class A Common Stock held indirectly by Mr. Duffield through the Dave & Cheryl Duffield Foundation and for which Mr. Duffield exercises shared voting and dispositive power but does not hold a pecuniary interest, 38,768,197 shares of Class B Common Stock held by the Duffield Trust, and 8,131,443 shares of Class B Common Stock held by Mr. Bhusri and subject to the Voting Agreement. Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one 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. 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 nine percent of all outstanding shares of Class A and Class B Common Stock, (c) October 17, 2032 or (d) nine months after the death of the later to die of David A. Duffield and Aneel Bhusri.
(b)	Percent of class: 19.01%. The foregoing percentage is based on 212,748,116 shares of the Issuer's Class A Common Stock outstanding as of December 31, 2025, plus the number of shares of Class B Common Stock held by the Duffield Trust and Mr. Bhusri, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage of beneficial ownership of Mr. Duffield. Assuming conversion of all of the Issuer's Class B Common Stock into Class A Common Stock, the reporting person listed in Item 4 would hold 18.98% of the total outstanding shares of the Issuer. The 18.98% is based on the combined total of 259,960,958 shares, which represents 212,748,116 shares of the Issuer's Class A Common Stock and 47,212,842shares of the Issuer's Class B Common Stock outstanding as of December 31, 2025.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 38,873,246
	(ii) Shared power to vote or to direct the vote: 10,477,443 Includes 2,346,000 shares of Class A Common Stock held indirectly by Mr. Duffield through the Dave & Cheryl Duffield Foundation and for which Mr. Duffield exercises shared voting and dispositive power but does not hold a pecuniary interest, and 8,131,443 shares of Class B Common Stock held by Mr. Bhusri and subject to the Voting Agreement entered into by David A. Duffield and Aneel Bhusri on September 28, 2012 (the "Voting Agreement"). Under the Voting Agreement, each of Mr. Duffield and Mr. Bhusri has granted a proxy holder the right to exercise all of the voting and consent rights of his and his permitted transferee's Class B Common Stock following his death or during his incapacity. Initially, Mr. Duffield has designated Mr. Bhusri as designated proxy holder and Mr. Bhusri has designated Mr. Duffield as his designated proxy holder. Each of Mr. Duffield and Mr. Bhusri will have the right during his lifetime to remove his designated proxy holder and replace him with a new proxy holder. In the event that there is no proxy holder for the Class B Common Stock subject to the Voting Agreement, the voting and consent rights of such Class B Common Stock will be exercised by the board of directors of Workday, Inc. acting by majority vote. Upon the death or incapacity of each of Mr. Duffield and Mr. Bhusri, his designated proxy holder will have an irrevocable proxy to vote or otherwise consent to any matters in respect of his Class B Common Stock. The Voting Agreement will terminate upon the earliest to occur of the following: (i) the conversion of the Class A Common Stock and Class B Common Stock into a single class of common stock, or (ii) the time at which none of Mr. Duffield, Mr. Bhusri or any of their respective permitted transferees beneficially owns any Class B Common Stock. The Voting Agreement may not be unilaterally terminated by Mr. Duffield or Mr. Bhusri.
	(iii) Sole power to dispose or to direct the disposition of: 38,873,246
	(iv) Shared power to dispose or to direct the disposition of: 2,346,000
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 4(c)
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

David A. Duffield

Signature:	/s/ David A. Duffield
Name/Title:	David A. Duffield
Date:	02/12/2026

FAQ

How many Workday (WDAY) shares does David A. Duffield beneficially own?

David A. Duffield beneficially owns 49,350,689 Workday shares. This total includes Class A and Class B Common Stock held directly, through The David A. Duffield Trust, the Dave & Cheryl Duffield Foundation, and Class B shares held by Aneel Bhusri that are subject to a Voting Agreement.

What percentage of Workday (WDAY) Class A stock does Duffield’s stake represent?

Duffield’s stake represents 19.01% of Workday’s Class A Common Stock. The percentage is based on 212,748,116 Class A shares outstanding as of December 31, 2025, plus his and Aneel Bhusri’s Class B shares treated as converted solely for this ownership calculation.

How are David Duffield’s Workday (WDAY) holdings structured between entities?

Duffield’s holdings include 105,049 Class A shares and 38,768,197 Class B shares in The David A. Duffield Trust, 2,346,000 Class A shares via the Dave & Cheryl Duffield Foundation, and 8,131,443 Class B shares held by Aneel Bhusri but subject to a Voting Agreement.

What is the role of the Dave & Cheryl Duffield Foundation in Workday (WDAY) ownership?

The Dave & Cheryl Duffield Foundation holds 2,346,000 Workday Class A shares. Duffield has shared voting and dispositive power over these shares but no pecuniary interest. This means he can help direct votes and disposition, while economic benefits belong to the foundation.

How does the Voting Agreement affect Workday (WDAY) Class B shares?

A Voting Agreement covers 8,131,443 Class B shares held by Aneel Bhusri. It grants designated proxy holders, initially Duffield and Bhusri for each other, rights to exercise voting and consent powers over Class B stock under certain circumstances, with termination tied to conversion or loss of Class B ownership.

When will Workday’s (WDAY) Class A and Class B shares automatically convert into a single class?

All Workday Class A and B shares convert into a single class upon specific triggers: election by holders of a majority of Class B, when Class B falls below 9% of combined A and B, on October 17, 2032, or nine months after the later of Duffield or Bhusri dies.

What would Duffield’s ownership be if all Workday (WDAY) Class B shares converted?

Assuming full conversion of all Workday Class B into Class A, Duffield would beneficially own 18.98% of total outstanding shares. This is based on 259,960,958 combined shares, including 212,748,116 Class A and 47,212,842 Class B shares outstanding as of December 31, 2025.