David A. Duffield, a director and 10% owner of Workday, Inc. (NASDAQ:WDAY), filed a Form 4 on September 3, 2026, disclosing the sale of 94,961 shares of Class A Common Stock on September 1, 2026, executed through a Rule 10b5-1 trading plan.

Key Highlights

  • Shares sold: 94,961 shares of Class A Common Stock were disposed of on September 1, 2026, across nine separate price tranches.
  • Price range: Sales were executed at weighted average prices ranging from $197.3781 to $204.92 per share, with individual transactions spanning prices from $196.65 to $205.9199.
  • 10b5-1 plan: All sales were made pursuant to a Rule 10b5-1 trading plan adopted by the David A. Duffield Trust on December 2, 2025.
  • Conversion transaction: 94,961 shares of Class B Common Stock were converted into Class A Common Stock at $0 on the same date, coded as transaction "C."
  • Remaining direct holdings: Following the transactions, the trust directly holds 105,049 shares of Class A Common Stock and 36,358,873 shares of Class B Common Stock.
  • Holding structure: All reported shares are held by the David A. Duffield Trust dated July 14, 1988, a revocable living trust, of which Duffield is trustee and sole beneficiary.

Duffield Trust Converts and Sells Workday Class A Shares Under Pre-Set Plan

According to the filing, David A. Duffield, identified as a director and 10% owner of Workday, Inc., reported activity on September 1, 2026, involving both a conversion and a series of open-market sales of Class A Common Stock. The conversion brought 94,961 Class B shares into Class A shares at a price of $0, consistent with the one-for-one conversion feature described in the filing's footnotes. The resulting Class A shares were then sold in nine tranches at weighted average prices between $197.3781 and $204.92.

The filing states that each of the nine sale transactions was "effected pursuant to a Rule 10b5-1 trading plan previously adopted by the David A. Duffield Trust dated December 2, 2025." The prices reported for each tranche are weighted averages; the filing notes that the reporting person will provide full detail on shares sold at each individual price within each range to Workday, any Workday security holder, or SEC staff upon request.

After all reported transactions, the trust directly holds 105,049 shares of Class A Common Stock. The trust also retains 36,358,873 shares of Class B Common Stock, which the filing describes as convertible at any time at the holder's option into one share of Class A Common Stock on a one-for-one basis. The filing further notes that all Class A and Class B shares will convert automatically into a single class of Common Stock upon specified trigger events, including October 11, 2032, or if Class B shares fall below 9% of total outstanding Class A and Class B shares combined.

What Was Disclosed

The Form 4 discloses the conversion of 94,961 Class B shares into Class A shares and the subsequent sale of those 94,961 Class A shares by the David A. Duffield Trust on September 1, 2026, under a pre-established Rule 10b5-1 plan, leaving the trust with 105,049 Class A shares and 36,358,873 Class B shares.