DUFFIELD DAVID A 4
4 · Workday, Inc. · Filed Jun 29, 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 dated July 14, 1988) converted 107,500 Class B shares into Class A shares and sold all 107,500 shares in open-market transactions on June 25, 2026. The disposals were executed in multiple trades at weighted-average prices reported per tranche: 30,074 shares at $114.14 ($3,432,694); 28,998 at $114.98 ($3,334,135); 19,825 at $116.06 ($2,300,870); 17,064 at $116.95 ($1,995,631); 9,739 at $118.03 ($1,149,506); and 1,800 at $118.76 ($213,770). Total proceeds across these sales are about $12.43 million. The conversions (reported as “C”) show $0 consideration because Class B shares are convertible into Class A shares at one-for-one.
Key Details
- Transaction date: June 25, 2026; Form 4 filed June 29, 2026 (filing appears within the standard two business-day window).
- Shares converted then sold: 107,500 converted; 107,500 sold in multiple trades. Total proceeds ≈ $12.43M.
- Per-trade breakdown (shares @ weighted-average price → proceeds): 30,074 @ $114.14 → $3,432,694; 28,998 @ $114.98 → $3,334,135; 19,825 @ $116.06 → $2,300,870; 17,064 @ $116.95 → $1,995,631; 9,739 @ $118.03 → $1,149,506; 1,800 @ $118.76 → $213,770.
- Ownership disclosure: Shares are held by the David A. Duffield Trust (he is trustee and sole beneficiary) (Footnote F1).
- Notable footnotes: at least some sales were effected under a Rule 10b5-1 trading plan (Footnote F2); reported prices are weighted averages covering specific price ranges (F3–F8); Class B shares are convertible to Class A at 1:1 and have conversion/auto-conversion rules (F10, F9).
- Shares owned after the transaction are not specified in the information provided on this Form 4.
Context
This was a conversion of Class B common stock to Class A common stock followed by open-market sales — not a cash exercise of options. Because the sales were reported as executed under a pre-established 10b5-1 plan (per the filing), they were likely prearranged trades rather than ad hoc sales. As a 10% owner and trust holder, Duffield’s transactions reflect holdings of a major shareholder rather than routine employee insider buying; the filing is factual and does not indicate motivation.
Insider Transaction Report
Form 4
Workday, Inc.WDAY
DUFFIELD DAVID A
10% Owner
Transactions
- Conversion
Class A Common Stock
[F1]2026-06-25+107,500→ 212,549 total - Sale
Class A Common Stock
[F2][F3][F1]2026-06-25$114.14/sh−30,074$3,432,694→ 182,475 total - Sale
Class A Common Stock
[F2][F4][F1]2026-06-25$114.98/sh−28,998$3,334,135→ 153,477 total - Sale
Class A Common Stock
[F2][F5][F1]2026-06-25$116.06/sh−19,825$2,300,870→ 133,652 total - Sale
Class A Common Stock
[F2][F6][F1]2026-06-25$116.95/sh−17,064$1,995,631→ 116,588 total - Sale
Class A Common Stock
[F2][F7][F1]2026-06-25$118.03/sh−9,739$1,149,506→ 106,849 total - Sale
Class A Common Stock
[F2][F8][F1]2026-06-25$118.76/sh−1,800$213,770→ 105,049 total - Conversion
Class B Common Stock
[F9][F10][F1]2026-06-25−107,500→ 36,776,334 total→ Class A Common Stock (107,500 underlying)
Footnotes (10)
- [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.
- [F10]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.
- [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 $113.55 to $114.5499, 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 $114.55 to $115.5499, 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 $115.55 to $116.5499, 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 $116.55 to $117.5499, 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]The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $117.55 to $118.5499, 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.
- [F8]The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $118.585 to $119.5849, 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.
- [F9]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.
Signature
/s/ Juliana Capata, attorney-in-fact|2026-06-29