Were David A. Duffield’s Workday (WDAY) share sales made under a Rule 10b5-1 plan?

Yes. A footnote states the sale was effected under a Rule 10b5-1 trading plan adopted by the David A. Duffield Trust on December 2, 2025. Such pre-arranged plans automate trades according to preset instructions rather than discretionary timing.

Workday (NASDAQ: WDAY) trust sells 107,500 shares under 10b5-1 plan

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Workday, Inc. insider David A. Duffield, through the David A. Duffield Trust, converted 107,500 shares of Class B Common Stock into 107,500 shares of Class A Common Stock on March 31, 2026.

The trust then sold 107,500 Class A shares in multiple open‑market transactions at weighted average prices generally around $127–$132 per share under a pre‑existing Rule 10b5-1 trading plan, leaving it with 105,049 Class A shares and 37,743,834 Class B shares directly held after the transactions.

Insider Trade Summary 10b5-1

Net Seller: 107,500 shares ($13,949,215)

Net Sell 7 txns

Insider DUFFIELD DAVID A

Role 10% Owner

Sold 107,500 shs ($13.95M)

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	3,800	$128.0853	$487K
Sale	Class A Common Stock	16,932	$129.0503	$2.19M
Sale	Class A Common Stock	72,781	$129.8375	$9.45M
Sale	Class A Common Stock	13,887	$130.6666	$1.81M
Sale	Class A Common Stock	100	$131.41	$13K

Holdings After Transaction: Class B Common Stock — 37,743,834 shares (Direct); Class A Common Stock — 212,549 shares (Direct)

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 $127.38 to $128.3799, 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 $128.38 to $129.3799, 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 $129.38 to $130.3799, 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 $130.38 to $131.3799, 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 $131.41 to $132.4099, 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 price range: $127.38–$132.4099/share +3 more

6 metrics

Shares converted 107,500 shares Class B to Class A conversion on March 31, 2026

Shares sold 107,500 shares Class A open-market sales on March 31, 2026

Sale price range $127.38–$132.4099/share Weighted average price ranges across multiple sale tranches

Class A shares after 105,049 shares Direct Class A holdings following all reported transactions

Class B shares after 37,743,834 shares Direct Class B holdings after conversion of 107,500 shares

Largest sale block price $129.8375/share Weighted average price for a 72,781-share sale tranche

Key Terms

Rule 10b5-1 trading plan, revocable living trust, weighted average price, 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.

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.

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..."

Form 4 Insider Transactions: What Each Field Means →

04/02/2026 - 04:26 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)
03/31/2026

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	03/31/2026		C		107,500	A	$0	212,549	D⁽¹⁾
Class A Common Stock	03/31/2026		S⁽²⁾		3,800	D	$128.0853⁽³⁾	208,749	D⁽¹⁾
Class A Common Stock	03/31/2026		S⁽²⁾		16,932	D	$129.0503⁽⁴⁾	191,817	D⁽¹⁾
Class A Common Stock	03/31/2026		S⁽²⁾		72,781	D	$129.8375⁽⁵⁾	119,036	D⁽¹⁾
Class A Common Stock	03/31/2026		S⁽²⁾		13,887	D	$130.6666⁽⁶⁾	105,149	D⁽¹⁾
Class A Common Stock	03/31/2026		S⁽²⁾		100	D	$131.41⁽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)
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	⁽⁸⁾⁽⁹⁾	03/31/2026		C			107,500	⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	Class A Common Stock	107,500	$0	37,743,834	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 $127.38 to $128.3799, 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 $128.38 to $129.3799, 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 $129.38 to $130.3799, 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 $130.38 to $131.3799, 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 $131.41 to $132.4099, 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	04/02/2026
	** 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 did David A. Duffield’s trust do in this Workday (WDAY) Form 4?

The David A. Duffield Trust converted 107,500 Class B shares into 107,500 Class A shares, then sold those 107,500 Class A shares in open-market trades. All actions occurred on March 31, 2026, and were reported in this Form 4 filing.

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 several open-market transactions. Weighted average prices ranged from about $127.38 to $132.4099 per share, as detailed in multiple price-range footnotes within the filing’s transaction disclosures.

How many Workday (WDAY) shares does the Duffield trust hold after these transactions?

After the reported transactions, the David A. Duffield Trust holds 105,049 shares of Workday Class A Common Stock and 37,743,834 shares of Class B Common Stock. These balances reflect the completed conversion and all reported sales on March 31, 2026.

How are the Workday (WDAY) shares legally held in David A. Duffield’s Form 4?

The filing explains the reported shares are held by the David A. Duffield Trust dated July 14, 1988, a revocable living trust. David A. Duffield is identified as the trustee and sole beneficiary of this trust, which directly holds the reported positions.

What is the relationship between Workday’s Class A and Class B Common Stock?

Each share of Workday Class B Common Stock is convertible at any time into one share of Class A Common Stock. Class B also converts automatically upon certain events, including specified ownership thresholds, time-based triggers, or transfers, as described in the company’s restated certificate of incorporation.