Form 4: Workday Co-Founder David Duffield Converts Class B Shares and Sells Over 70,000 Class A Shares Under Pre-Arranged Plan

Workday, Inc. Director and 10% Owner David A. Duffield reported the conversion of Class B shares to Class A and subsequent sale of 70,648 Class A shares through a pre-established Rule 10b5-1 trading plan on June 2, 2025.

Summary

• David A. Duffield, a Director and 10% Owner of Workday, Inc., reported transactions on June 2, 2025.
• He converted 70,648 shares of Class B Common Stock into an equal number of Class A Common Stock.
• Subsequently, he sold a total of 70,648 shares of Class A Common Stock in multiple transactions.
• The sales were executed at weighted average prices ranging from $244.2789 to $247.9518 per share.
• These sales were conducted under a Rule 10b5-1 trading plan adopted on December 3, 2024.
• Following these transactions, Mr. Duffield directly holds 102,997 shares of Class A Common Stock through the David A. Duffield Trust.
• He also indirectly holds 45,000 shares of Class A Common Stock through the Dave and Cheryl Duffield Foundation.
• Additionally, he beneficially owns 42,211,862 shares of Class B Common Stock, which are convertible into Class A Common Stock.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While insider selling can sometimes be perceived negatively, the fact that these sales were executed under a pre-established Rule 10b5-1 trading plan mitigates any strong negative signal, indicating a planned liquidity event rather than a reaction to adverse company news.

Positives

• The sales were conducted under a pre-established Rule 10b5-1 trading plan, indicating a pre-planned liquidity event rather than a reaction to new negative information.

Negatives

• A significant sale of 70,648 shares by a Director and 10% owner, even if pre-planned, can sometimes be perceived as a slight negative signal regarding insider confidence, though less so than an unplanned sale.

Risks

• No specific company risks are mentioned in this Form 4 filing beyond the inherent risk associated with insider selling, which is mitigated by the 10b5-1 plan.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding Workday, Inc.'s future performance or strategic direction.

Industry Context

This Form 4 filing reports routine insider transactions and does not provide information that allows for analysis of broader industry trends or competitive positioning for Workday, Inc.

Comparison to Industry Standards

• This document is a standard insider transaction report (Form 4) and does not contain information suitable for comparison to global benchmarks, specific comparable companies, projects, or results.

Corporate Governance

Related Party Transactions

• The sales were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the David A. Duffield Trust, the Cheryl D. Duffield Trust, and the Dave & Cheryl Duffield Foundation. The Dave and Cheryl Duffield Foundation is also listed as an indirect beneficial owner of 45,000 Class A Common Stock shares.

Stakeholder Impact

• Shareholders: The sale of shares by a significant insider could lead to minor concerns about insider confidence, though the 10b5-1 plan mitigates this. The conversion rules for Class B shares impact future voting power dynamics.

Next Steps

• The Reporting Person undertakes to provide full information regarding the number of shares sold at each separate price within the reported ranges upon request to Workday, Inc., any security holder, or the SEC staff.

Key Dates

Recommendation

Keywords

Workday, WDAY, SEC Form 4, Insider Trading, Stock Sale, David A. Duffield, Rule 10b5-1, Class A Common Stock, Class B Common Stock, Beneficial Ownership