Workday (WDAY) major holder sells 107,500 shares under 10b5-1 plan

Q: What insider transactions did the David A. Duffield Trust report for Workday (WDAY)?

The David A. Duffield Trust converted 107,500 Workday Class B shares into Class A shares, then sold 107,500 Class A shares in multiple open-market trades. All transactions occurred on March 10, 2026, according to the Form 4 data.

Q: What happened to the Workday (WDAY) Class B shares in this insider transaction?

The trust converted 107,500 Workday Class B shares into Class A shares on a one‑for‑one basis, then sold the resulting Class A shares. Footnotes also note Class B shares are convertible into Class A at any time and describe conditions under which all Class B shares automatically convert.

Filing Impact

(Neutral)

Filing Sentiment

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Form Type

Rhea-AI Filing Summary

Workday, Inc. insider activity centers on a planned share conversion and sale. On March 10, 2026, the David A. Duffield Trust, a revocable living trust for which David A. Duffield is trustee and sole beneficiary, converted 107,500 shares of Class B Common Stock into the same number of Class A shares and then sold 107,500 Class A shares in multiple open‑market transactions.

The sales, executed under a previously adopted Rule 10b5‑1 trading plan, occurred at weighted average prices reported between $139.41 and $147.7249 per share. Following these transactions, Duffield directly holds 105,049 shares of Class A Common Stock and 38,281,334 shares of Class B Common Stock, indicating that only a small portion of his overall stake was sold.

Insider Trade Summary 10b5-1

Net Seller: 107,500 shares ($15,284,227)

Net Sell 10 txns

Insider DUFFIELD DAVID A

Role 10% Owner

Sold 107,500 shs ($15.28M)

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	4,300	$140.0233	$602K
Sale	Class A Common Stock	14,176	$141.1599	$2.00M
Sale	Class A Common Stock	52,631	$142.0226	$7.47M
Sale	Class A Common Stock	31,693	$142.783	$4.53M
Sale	Class A Common Stock	2,000	$144.199	$288K
Sale	Class A Common Stock	2,100	$145.1569	$305K
Sale	Class A Common Stock	590	$146.3334	$86K
Sale	Class A Common Stock	10	$146.725	$1K

Holdings After Transaction: Class B Common Stock — 38,281,334 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 $139.41 to $140.4099, 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $140.46 to $141.4599, 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 $141.46 to $142.4599, 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 $142.46 to $143.4599, 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 $143.50 to $144.4999, 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 $144.67 to $145.6699, 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 $145.71 to $146.7099, 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 $146.725 to $147.7249, 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.

Form 4 Insider Transactions: What Each Field Means →

03/12/2026 - 04:39 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

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)
03/10/2026

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)
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	03/10/2026		C		107,500	A	$0	212,549	D⁽¹⁾
Class A Common Stock	03/10/2026		S⁽²⁾		4,300	D	$140.0233⁽³⁾	208,249	D⁽¹⁾
Class A Common Stock	03/10/2026		S⁽²⁾		14,176	D	$141.1599⁽⁴⁾	194,073	D⁽¹⁾
Class A Common Stock	03/10/2026		S⁽²⁾		52,631	D	$142.0226⁽⁵⁾	141,442	D⁽¹⁾
Class A Common Stock	03/10/2026		S⁽²⁾		31,693	D	$142.783⁽⁶⁾	109,749	D⁽¹⁾
Class A Common Stock	03/10/2026		S⁽²⁾		2,000	D	$144.199⁽⁷⁾	107,749	D⁽¹⁾
Class A Common Stock	03/10/2026		S⁽²⁾		2,100	D	$145.1569⁽⁸⁾	105,649	D⁽¹⁾
Class A Common Stock	03/10/2026		S⁽²⁾		590	D	$146.3334⁽⁹⁾	105,059	D⁽¹⁾
Class A Common Stock	03/10/2026		S⁽²⁾		10	D	$146.725⁽¹⁰⁾	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	⁽¹¹⁾⁽¹²⁾	03/10/2026		C			107,500	⁽¹¹⁾⁽¹²⁾	⁽¹¹⁾⁽¹²⁾	Class A Common Stock	107,500	$0	38,281,334	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 $139.41 to $140.4099, 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.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $140.46 to $141.4599, 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 $141.46 to $142.4599, 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 $142.46 to $143.4599, 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 $143.50 to $144.4999, 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $144.67 to $145.6699, 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.

9. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $145.71 to $146.7099, 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.

10. The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $146.725 to $147.7249, 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.

11. 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.

12. 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	03/12/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did the David A. Duffield Trust report for Workday (WDAY)?

The David A. Duffield Trust converted 107,500 Workday Class B shares into Class A shares, then sold 107,500 Class A shares in multiple open-market trades. All transactions occurred on March 10, 2026, according to the Form 4 data.

At what prices were Workday (WDAY) shares sold in this Form 4 filing?

The trust’s Workday Class A shares were sold at weighted average prices between $139.41 and $147.7249 per share. Footnotes state sales occurred in multiple transactions within narrower price ranges, with full breakdowns available upon request from the reporting person.

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

After the reported transactions, David A. Duffield directly holds 105,049 shares of Workday Class A Common Stock and 38,281,334 shares of Class B Common Stock. These figures show that the reported sale represents a relatively small portion of his total economic interest.

Was the Workday (WDAY) insider sale by the Duffield Trust pre-planned?

Yes. A footnote explains 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 trading and can reduce the significance of trade timing as an informational signal.

What happened to the Workday (WDAY) Class B shares in this insider transaction?

The trust converted 107,500 Workday Class B shares into Class A shares on a one‑for‑one basis, then sold the resulting Class A shares. Footnotes also note Class B shares are convertible into Class A at any time and describe conditions under which all Class B shares automatically convert.

Who actually holds the Workday (WDAY) shares reported in David A. Duffield’s Form 4?

The reported shares are held by the David A. Duffield Trust dated July 14, 1988, a revocable living trust. The filing states David A. Duffield is both trustee and sole beneficiary, so the transactions are attributed to this trust associated with him.