Duffield trust trims Workday (WDAY) stake with 107,500-share 10b5-1 sale
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Workday, Inc. major shareholder David A. Duffield, through his revocable living trust, reported significant same-day stock activity. On June 9, 2026, the trust converted 107,500 shares of Class B Common Stock into Class A Common Stock, then sold 107,500 Class A shares in open-market transactions.
The sales, executed under a previously adopted Rule 10b5-1 trading plan, occurred at weighted-average prices within ranges from $134.91 to $140.9199 per share. After these transactions, the trust held 105,049 shares of Class A Common Stock directly and 37,206,334 shares of Class B Common Stock, which are convertible into Class A on a one-for-one basis under specified conditions.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Net Seller: 107,500 shares ($14,869,715)
Net Sell
8 txns
Insider
DUFFIELD DAVID A
Role
null
Sold
107,500 shs ($14.87M)
| 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 | 7,419 | $135.5359 | $1.01M |
| Sale | Class A Common Stock | 16,810 | $136.5227 | $2.29M |
| Sale | Class A Common Stock | 18,389 | $137.3526 | $2.53M |
| Sale | Class A Common Stock | 24,452 | $138.4017 | $3.38M |
| Sale | Class A Common Stock | 17,240 | $139.4519 | $2.40M |
| Sale | Class A Common Stock | 23,190 | $140.3666 | $3.26M |
Holdings After Transaction:
Class B Common Stock — 37,206,334 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 $134.91 to $135.9099, 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 $135.92 to $136.9199, 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(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 $136.92 to $137.9199, 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(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 $137.92 to $138.9199, 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(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 $138.92 to $139.9199, 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(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 $139.92 to $140.9199, 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(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
Conversion from Class B: 107,500 shares
Post-transaction Class A holding: 105,049 shares
+3 more
6 metrics
Shares sold
107,500 shares
Class A Common Stock sold on June 9, 2026
Conversion from Class B
107,500 shares
Class B Common Stock converted into Class A on June 9, 2026
Post-transaction Class A holding
105,049 shares
Class A Common Stock held directly after transactions
Post-transaction Class B holding
37,206,334 shares
Class B Common Stock held directly after conversion
Sale price range (low)
$134.91/share
Lowest price range for reported June 9, 2026 sales
Sale price range (high)
$140.9199/share
Highest price range for reported June 9, 2026 sales
Key Terms
Rule 10b5-1 trading plan, revocable living trust, Class B Common Stock, permitted transferee, +1 more
5 terms
Rule 10b5-1 trading plan regulatory
"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"
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 regulatory
"transfers to any "permitted transferee" as defined in the Issuer's restated certificate"
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.
FAQ
What did David A. Duffield report in this Workday (WDAY) Form 4?
David A. Duffield’s revocable trust converted 107,500 Class B shares into Class A, then sold 107,500 Class A shares on June 9, 2026. These were open-market transactions executed under a previously adopted Rule 10b5-1 trading plan.
What are David A. Duffield’s Workday (WDAY) holdings after these transactions?
Following the reported trades, Duffield’s revocable trust holds 105,049 shares of Class A Common Stock and 37,206,334 shares of Class B Common Stock. Each Class B share is convertible into one Class A share, subject to conditions in Workday’s restated certificate of incorporation.
Was the Workday (WDAY) insider sale made under a Rule 10b5-1 plan?
Yes. A footnote states the sale was effected under a Rule 10b5-1 trading plan previously adopted by the David A. Duffield Trust. Such plans pre-schedule trades, indicating these transactions were arranged in advance rather than timed discretionarily.
When will Workday’s Class A and Class B stock classes automatically unify?
All Class A and Class B shares will convert into a single class of Common Stock upon the earliest of several events, including when Class B falls below 9% of combined A and B, or on October 11, 2032, among other specified triggers.