DUFFIELD DAVID A 4
4 · Workday, Inc. · Filed Mar 25, 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 and sole beneficiary of the David A. Duffield Trust) converted 107,500 derivative shares into common stock (non-cash conversion reported at $0.00) and sold those 107,500 shares in multiple open-market transactions on March 23, 2026. The grouped sales generated approximately $14,708,650 in gross proceeds. This is a sale (not a purchase) and therefore typically viewed as a liquidity transaction rather than a direct bullish signal.
Key Details
- Transaction date: March 23, 2026; Form 4 filed March 25, 2026 (timely).
- Sales (open market) — grouped line items reported with weighted-average prices and ranges:
- 2,500 shares at weighted avg $134.66 (range $134.21–$135.2099) — $336,656
- 21,592 shares at weighted avg $135.76 (range $135.23–$136.2299) — $2,931,336
- 48,797 shares at weighted avg $136.89 (range $136.23–$137.2299) — $6,679,777
- 34,611 shares at weighted avg $137.55 (range $137.23–$138.2299) — $4,760,881
- Total proceeds ≈ $14,708,650
- Conversion: 107,500 shares reported as "Conversion of derivative security" at $0.00 (non-cash). The conversion and subsequent sales net to zero change in share count from these transactions (107,500 converted → 107,500 sold).
- Held-by: Shares are held by the David A. Duffield Trust (revocable living trust); Reporting Person is trustee and sole beneficiary (Footnote F1).
- Trading plan: At least one sale was effected under a Rule 10b5-1 trading plan adopted December 2, 2025 (Footnote F2).
- Footnotes F7/F8: Describe mechanics of Class A/Class B conversion rights and that Class B shares are convertible into Class A; the conversion reported here is non-cash and governed by those rules.
Context
- This filing shows conversion of a derivative interest into common stock followed by prompt open-market sales — commonly a liquidity or portfolio-management event for significant holders (here a 10% owner/trust), not necessarily a statement about the company's near-term prospects.
- Because the conversion was recorded at $0 and the shares were immediately sold, this resembles an exercise/conversion followed by disposition; no cash purchase occurred.
- Filing was timely (reported two days after the transactions).
Insider Transaction Report
Form 4
Workday, Inc.WDAY
DUFFIELD DAVID A
10% Owner
Transactions
- Conversion
Class A Common Stock
[F1]2026-03-23+107,500→ 212,549 total - Sale
Class A Common Stock
[F2][F3][F1]2026-03-23$134.66/sh−2,500$336,656→ 210,049 total - Sale
Class A Common Stock
[F2][F4][F1]2026-03-23$135.76/sh−21,592$2,931,336→ 188,457 total - Sale
Class A Common Stock
[F2][F5][F1]2026-03-23$136.89/sh−48,797$6,679,777→ 139,660 total - Sale
Class A Common Stock
[F2][F6][F1]2026-03-23$137.55/sh−34,611$4,760,881→ 105,049 total - Conversion
Class B Common Stock
[F7][F8][F1]2026-03-23−107,500→ 37,958,834 total→ Class A Common Stock (107,500 underlying)
Footnotes (8)
- [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 $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.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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|2026-03-25