Duffield trust (WDAY) sells 107,500 shares under 10b5-1, keeps big stake
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Workday, Inc. insider David A. Duffield, through his revocable living trust, converted and sold shares on March 26, 2026. The trust converted 107,500 shares of Class B Common Stock into 107,500 shares of Class A Common Stock, then sold all 107,500 Class A shares in open-market transactions.
The sales occurred at weighted average prices ranging from about $127 to $131 per share under a previously adopted Rule 10b5-1 trading plan. Following these transactions, Duffield continues to hold 37,851,334 shares of Class B Common Stock and 105,049 shares of Class A Common Stock directly through the trust.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Net Seller: 107,500 shares ($13,797,430)
Net Sell
6 txns
Insider
DUFFIELD DAVID A
Role
10% Owner
Sold
107,500 shs ($13.80M)
| 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 | 53,496 | $127.8456 | $6.84M |
| Sale | Class A Common Stock | 32,727 | $128.3983 | $4.20M |
| Sale | Class A Common Stock | 19,077 | $129.4599 | $2.47M |
| Sale | Class A Common Stock | 2,200 | $130.1836 | $286K |
Holdings After Transaction:
Class B Common Stock — 37,851,334 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 $127.10 to $128.0999, 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 $128.10 to $129.0999, 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 $129.10 to $130.0999, 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 $130.10 to $131.0999, 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 prices: $127.10–$131.0999 per share
+4 more
7 metrics
Shares converted
107,500 shares
Class B to Class A conversion on March 26, 2026
Shares sold
107,500 shares
Class A open-market sales on March 26, 2026
Sale prices
$127.10–$131.0999 per share
Weighted average price ranges across multiple trades
Class A holdings after
105,049 shares
Direct Class A Common Stock held by trust post-transaction
Class B holdings after
37,851,334 shares
Direct Class B Common Stock held by trust post-transaction
Net share change
-107,500 shares
Net shares sold based on transaction summary
Transaction code
C and S
Conversion of derivative security and open-market sales
Key Terms
Rule 10b5-1 trading plan, Class B Common Stock, revocable living trust, weighted average price, +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.
Class B Common Stock financial
"The reported shares are held by the David A. Duffield Trust ... Class B Common Stock"
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.
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.
permitted transferee financial
"transfers to any "permitted transferee" as defined in, the Issuer's restated certificate"
FAQ
What insider transaction did WDAY’s David A. Duffield report on March 26, 2026?
David A. Duffield, via his revocable living trust, converted 107,500 Class B shares into 107,500 Class A shares, then sold all 107,500 Class A shares in open-market trades at prices around $127–$131 per share.
Was David A. Duffield’s March 2026 WDAY stock sale pre-planned?
Yes. The Form 4 states the sale was effected under a previously adopted Rule 10b5-1 trading plan for the David A. Duffield Trust. Such plans pre-schedule trades, indicating a structured liquidity program rather than ad hoc market timing.