SEC Form 4 · accession 0000938071-26-000042
Workday, Inc. · WDAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David A Duffield
10% Owner
Period of report
Jun 30, 2026
Accepted (ET)
Jul 1, 2026 · 5:02 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001327811
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Jun 30, 2026 | C | 107,500 | $0.00 | A | 212,549 | D | |
| Class A Common StockF3,F1 | Jun 30, 2026 | S | 6,100 | $119.9999 | D | 206,449 | D | |
| Class A Common StockF4,F1 | Jun 30, 2026 | S | 16,870 | $121.0628 | D | 189,579 | D | |
| Class A Common StockF5,F1 | Jun 30, 2026 | S | 53,176 | $122.1748 | D | 136,403 | D | |
| Class A Common StockF6,F1 | Jun 30, 2026 | S | 31,354 | $122.7298 | D | 105,049 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1,F7,F8 | — | Jun 30, 2026 | C | 107,500 | D | — | — | Class A Common Stock | 107,500 | 36,668,834 | D |
Explanation of responses
- F1The 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.
- F2This sale was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the David A. Duffield Trust dated December 2, 2025.
- F3The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $119.47 to $120.4699, 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.
- F4The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $120.49 to $121.4899, 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.
- F5The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $121.49 to $122.4899, 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.
- F6The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $122.49 to $123.4899, 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.
- F7All 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.
- F8Each 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.