SEC Form 4 · accession 0000938071-26-000057

Workday, Inc. · WDAY

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

David A Duffield

10% Owner

Period of report

Sep 18, 2026

Accepted (ET)

Sep 21, 2026 · 7:09 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
Class A Common Stock^F1	Sep 18, 2026	C	94,089	$0.00	A	199,138	D
Class A Common Stock^F3,F1	Sep 18, 2026	S	34,859	$194.0375	D	164,279	D
Class A Common Stock^F4,F1	Sep 18, 2026	S	47,201	$194.9086	D	117,078	D
Class A Common Stock^F5,F1	Sep 18, 2026	S	12,029	$195.7329	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 Stock^F1,F6,F7	—	Sep 18, 2026	C	94,089	D	—	—	Class A Common Stock	94,089	35,976,844	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 $193.46 to $194.4599, 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 $194.46 to $195.4599, 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 $195.46 to $196.4599, 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.
F6All 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.
F7Each 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.