Form 4: David Duffield Sells Workday Shares Under 10b5-1 Trading Plan

David Duffield, a director and 10% owner of Workday, Inc., sold shares of Class A Common Stock under a pre-arranged Rule 10b5-1 trading plan.

Summary

• David Duffield, a director and significant shareholder of Workday, Inc., executed multiple sales of Class A Common Stock on June 14, 2024.
• The sales were conducted under a pre-existing Rule 10b5-1 trading plan adopted on December 4, 2023, by the David A. Duffield Trust, the Cheryl D. Duffield Trust, and the Dave & Cheryl Duffield Foundation.
• The transactions involved the sale of 1,476 shares at a weighted average price of $207.8298, 36,668 shares at $208.9738, 17,326 shares at $209.5807, and 1,530 shares at $210.5825.
• Following these transactions, the Dave and Cheryl Duffield Foundation indirectly holds 786,000 shares.
• Duffield directly holds 102,997 shares and indirectly holds 43,604,449 shares of Class A Common Stock.
• The filing also notes the conditions under which Class B Common Stock will convert to Class A Common Stock, including majority holder election, when Class B shares represent less than 9% of total shares, October 11, 2032, or nine months after the death of David A. Duffield and Aneel Bhusri.

Sentiment

Score: 5

Explanation: The document is a standard SEC filing related to stock sales by a major shareholder under a pre-arranged trading plan. It doesn't inherently convey positive or negative sentiment, but rather provides factual information about the transactions.

Future Outlook

The document outlines conditions for the automatic conversion of Class B Common Stock to Class A Common Stock, indicating potential future changes in the company's share structure.

Industry Context

The filing reflects routine transactions by a major shareholder under a pre-arranged trading plan, which is a common practice among corporate insiders to diversify their holdings and avoid accusations of insider trading.

Comparison to Industry Standards

• Rule 10b5-1 trading plans are a standard practice among executives at publicly traded companies like Workday, similar to plans used by executives at companies such as Salesforce (CRM) and Oracle (ORCL).
• The volume of shares sold is relatively small compared to the total outstanding shares, which is typical for insider sales under 10b5-1 plans.
• The weighted average prices reported are within the normal trading range for Workday's stock on the transaction date, reflecting market conditions.

Stakeholder Impact

• The stock sales may have a minor impact on shareholders due to the relatively small volume of shares sold.
• The transactions do not directly affect employees, customers, suppliers, or creditors.

Key Dates