DUFFIELD DAVID A 4
4 · Workday, Inc. · Filed Mar 17, 2026
Research Summary
AI-generated summary of this filing
Workday (WDAY) 10% Owner David Duffield Sells 107,500 Shares
What happened
David A. Duffield (reported as a 10% owner; trustee/sole beneficiary of the David A. Duffield Trust) converted 107,500 derivative securities into shares and sold those 107,500 shares in multiple open‑market transactions on March 13, 2026. The sales produced total proceeds of approximately $14.26 million. The conversion entries are recorded at $0 (standard for a conversion), and the disposals reflect the open‑market sale receipts.
Key details
- Transaction date: March 13, 2026; Form 4 filed March 17, 2026 (timely).
- Sales (all open‑market disposals):
- 26,820 shares @ $131.67 — $3,531,365 (weighted avg; range $130.92–$131.9199)
- 41,934 shares @ $132.25 — $5,545,688 (weighted avg; range $131.92–$132.9199)
- 22,046 shares @ $133.34 — $2,939,532 (weighted avg; range $132.92–$133.9199)
- 14,156 shares @ $134.36 — $1,901,961 (weighted avg; range $133.92–$134.9199)
- 2,544 shares @ $135.14 — $343,804 (weighted avg; range $134.92–$135.9199)
- Total sold: 107,500 shares; total proceeds ≈ $14,262,350.
- Conversion: 107,500 derivative securities converted (recorded as conversion at $0).
- Ownership/vehicle: Shares are held by the David A. Duffield Trust dated July 14, 1988; Duffield is trustee and sole beneficiary (Footnote F1).
- Trading plan: At least one sale was effected pursuant to a Rule 10b5‑1 trading plan adopted Dec 2, 2025 (Footnote F2).
- Post‑transaction holdings: Total holdings after these transactions are not provided in the excerpt supplied.
Context
- This filing shows a conversion of derivative securities followed by open‑market sales; that pattern is common when holders convert Class B or other convertible interests into tradable shares and then sell. Footnotes F8/F9 explain the issuer’s Class A/Class B conversion mechanics.
- Sales under an established Rule 10b5‑1 plan indicate preplanned transactions rather than ad‑hoc trades; no inference should be drawn about Duffield’s view of the company from these routine, planned dispositions.
Insider Transaction Report
Form 4
Workday, Inc.WDAY
DUFFIELD DAVID A
10% Owner
Transactions
- Conversion
Class A Common Stock
[F1]2026-03-13+107,500→ 212,549 total - Sale
Class A Common Stock
[F2][F3][F1]2026-03-13$131.67/sh−26,820$3,531,365→ 185,729 total - Sale
Class A Common Stock
[F2][F4][F1]2026-03-13$132.25/sh−41,934$5,545,688→ 143,795 total - Sale
Class A Common Stock
[F2][F5][F1]2026-03-13$133.34/sh−22,046$2,939,532→ 121,749 total - Sale
Class A Common Stock
[F2][F6][F1]2026-03-13$134.36/sh−14,156$1,901,961→ 107,593 total - Sale
Class A Common Stock
[F2][F7][F1]2026-03-13$135.14/sh−2,544$343,804→ 105,049 total - Conversion
Class B Common Stock
[F8][F9][F1]2026-03-13−107,500→ 38,173,834 total→ Class A Common Stock (107,500 underlying)
Footnotes (9)
- [F1]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.
- [F2]This sale was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the David A. Duffield Trust dated December 2, 2025.
- [F3]The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $130.92 to $131.9199, 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 set forth in this footnote of this Form 4.
- [F4]The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $131.92 to $132.9199, 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 set forth in this footnote of this Form 4.
- [F5]The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $132.92 to $133.9199, 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 set forth in this footnote of this Form 4.
- [F6]The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $133.92 to $134.9199, 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 set forth in this footnote of this Form 4.
- [F7]The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $134.92 to $135.9199, 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 set forth in this footnote of this Form 4.
- [F8]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.
- [F9]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.
Signature
/s/ Juliana Capata, attorney-in-fact|2026-03-17