Duffield trust (WDAY) converts and sells 107,500 Workday shares
Rhea-AI Filing Summary
Workday, Inc. major shareholder David A. Duffield’s trust converted and sold shares of Workday stock. 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 open-market transactions.
The sales, executed under a pre-arranged Rule 10b5-1 trading plan adopted by the David A. Duffield Trust, were completed at weighted average prices within ranges from $134.21 to $138.2299 per share. Following these transactions, Duffield holds 105,049 shares of Class A Common Stock directly and 37,958,834 shares of Class B Common Stock through the trust, indicating he retains a very large stake in Workday.
Positive
- None.
Negative
- None.
Insights
Duffield trust’s 107,500-share sale is routine relative to a very large remaining stake.
David A. Duffield’s trust converted 107,500 shares of Class B Common Stock into Class A and sold 107,500 Class A shares in the open market. The transaction used code C for the conversion and code S for the sales, matching a standard conversion-and-sale pattern.
The filing shows post-transaction holdings of 37,958,834 Class B shares and 105,049 Class A shares, so the 107,500 shares sold represent a small portion of his overall position. There are no remaining derivative positions listed, indicating this was a conversion of existing equity rather than an option exercise.
A footnote states the sales were made under a previously adopted Rule 10b5-1 trading plan for the David A. Duffield Trust. Such pre-planned programs are typically established in advance, which tends to make the timing of the sales less informative about Duffield’s current view of Workday. Overall, this looks like routine liquidity management by a long-term, large shareholder.
Insider Trade Summary 10b5-1
| 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 | 2,500 | $134.6624 | $337K |
| Sale | Class A Common Stock | 21,592 | $135.7603 | $2.93M |
| Sale | Class A Common Stock | 48,797 | $136.8891 | $6.68M |
| Sale | Class A Common Stock | 34,611 | $137.554 | $4.76M |
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 $134.21 to $135.2099, 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 $135.23 to $136.2299, 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 $136.23 to $137.2299, 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 $137.23 to $138.2299, 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.
