DUFFIELD DAVID A 4
4 · Workday, Inc. · Filed Mar 20, 2026
Research Summary
AI-generated summary of this filing
Workday (WDAY) 10% Owner David Duffield Sells 107,500 Shares
What Happened David A. Duffield (10% owner, trustee/sole beneficiary of the David A. Duffield Trust) converted 107,500 derivative/Class B shares into common stock and then sold 107,500 shares in multiple open-market transactions on March 18, 2026. The sales generated approximately $14.25 million in proceeds (weighted-average prices reported across multiple trades). The derivative-to-common conversions were reported at $0 (conversion), meaning no cash changed hands for the conversion itself.
Key Details
- Transaction date: March 18, 2026; Form 4 filed March 20, 2026 (timely).
- Open-market sales: 107,500 shares total, proceeds ≈ $14,252,009.
- 10,700 shares at weighted avg ~$131.35 (range $130.72–$131.7199) — $1,405,435
- 62,150 shares at weighted avg ~$132.37 (range $131.73–$132.7299) — $8,226,665
- 27,136 shares at weighted avg ~$133.07 (range $132.73–$133.7299) — $3,610,936
- 6,114 shares at weighted avg ~$134.14 (range $133.73–$134.7299) — $820,159
- 1,400 shares at weighted avg ~$134.87 (range $134.75–$135.7499) — $188,814
- Derivative activity: 107,500 shares converted (reported as acquired) and the related derivative instrument reported as disposed (both at $0), consistent with conversion of Class B to Class A common stock.
- Reported holdings: Shares are held by the David A. Duffield Trust dated July 14, 1988 (trustee and sole beneficiary = Reporting Person). The filing does not state total shares owned after these transactions.
- Footnotes: One or more sales were effected pursuant to a Rule 10b5-1 trading plan adopted Dec 2, 2025. Prices shown are weighted averages; the filing provides price ranges and an undertaking to supply per-trade prices on request.
Context This filing shows a conversion of derivative/Class B shares into common stock followed by immediate open-market sales — a common structure for liquidity by a large holder. Because Duffield is a 10% owner and the sales were at least partly executed under a pre-established Rule 10b5-1 plan, the trades are consistent with planned disposition rather than ad hoc executive buying/selling. The Form 4 is factual and does not state any motive.
Insider Transaction Report
Form 4
Workday, Inc.WDAY
DUFFIELD DAVID A
10% Owner
Transactions
- Conversion
Class A Common Stock
[F1]2026-03-18+107,500→ 212,549 total - Sale
Class A Common Stock
[F2][F3][F1]2026-03-18$131.35/sh−10,700$1,405,435→ 201,849 total - Sale
Class A Common Stock
[F2][F4][F1]2026-03-18$132.37/sh−62,150$8,226,665→ 139,699 total - Sale
Class A Common Stock
[F2][F5][F1]2026-03-18$133.07/sh−27,136$3,610,936→ 112,563 total - Sale
Class A Common Stock
[F2][F6][F1]2026-03-18$134.14/sh−6,114$820,159→ 106,449 total - Sale
Class A Common Stock
[F2][F7][F1]2026-03-18$134.87/sh−1,400$188,814→ 105,049 total - Conversion
Class B Common Stock
[F8][F9][F1]2026-03-18−107,500→ 38,066,334 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 $130.72 to $131.7199, 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 $131.73 to $132.7299, 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 $132.73 to $133.7299, 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 $133.73 to $134.7299, 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 $134.75 to $135.7499, 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|2026-03-20