Form 4: Workday Co-Founder David Duffield Converts Class B Shares and Sells Over 72,000 Class A Shares

Workday, Inc. co-founder and 10% owner David A. Duffield converted 72,551 Class B shares to Class A shares and subsequently sold an equivalent number of Class A shares through a pre-arranged 10b5-1 trading plan.

Summary

• David A. Duffield, a Director and 10% owner of Workday, Inc., reported transactions on July 8, 2025.
• Converted 72,551 shares of Class B Common Stock into an equal number of Class A Common Stock at a price of $0.
• Subsequently sold a total of 72,551 shares of Class A Common Stock in multiple transactions.
• The sales were executed at weighted average prices ranging from $237.758 to $242.3175 per share.
• These transactions were conducted pursuant to a Rule 10b5-1 trading plan adopted on December 3, 2024.
• Following these transactions, David A. Duffield directly holds 102,997 shares of Class A Common Stock and 41,921,183 shares of Class B Common Stock.
• An additional 30,000 shares of Class A Common Stock are indirectly held by the Dave and Cheryl Duffield Foundation.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While insider selling can sometimes be viewed negatively, the fact that these sales were conducted under a pre-arranged Rule 10b5-1 trading plan mitigates concerns about opportunistic selling or a negative outlook on the company's future.

Positives

• The sales were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a planned and systematic approach to share disposition rather than a reaction to immediate market conditions.

Negatives

• Significant insider selling by a co-founder and 10% owner, even if pre-planned, can sometimes be perceived negatively by investors as it reduces insider ownership.

Risks

• No specific risks are detailed in this Form 4 filing beyond the general market perception of insider selling.

Future Outlook

Not applicable, as this Form 4 filing reports past transactions and does not provide forward-looking statements or guidance.

Industry Context

This Form 4 filing is specific to Workday, Inc. and its insider transactions. It does not provide information relevant to broader industry trends or competitor analysis.

Corporate Governance

Related Party Transactions

• The indirect beneficial ownership of 30,000 Class A Common Stock by the Dave and Cheryl Duffield Foundation, which is associated with the reporting person.
• The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the David A. Duffield Trust, the Cheryl D. Duffield Trust, and the Dave & Cheryl Duffield Foundation.

Stakeholder Impact

• Shareholders: The sale of shares by a significant insider could be interpreted in various ways, potentially influencing investor sentiment. However, the pre-arranged nature of the sale via a 10b5-1 plan typically reduces negative speculation.
• Employees, Customers, Suppliers, Creditors: No direct impact on these stakeholders is indicated by this insider transaction report.

Next Steps

• No specific future actions or milestones are mentioned in this Form 4 filing beyond the ongoing nature of the Rule 10b5-1 trading plan.

Key Dates

Keywords

Workday, WDAY, David A. Duffield, Form 4, insider trading, stock sale, beneficial ownership, 10b5-1 plan, Class A Common Stock, Class B Common Stock, corporate governance, executive compensation