Form 4: Workday Co-Founder David Duffield Reports Significant Stock Sales and Conversions Under Pre-Arranged 10b5-1 Plan

Workday, Inc. co-founder David A. Duffield filed a Form 4 detailing the sale of over 80,000 Class A Common Stock shares and the conversion of 71,240 Class B shares to Class A, all executed under a pre-arranged 10b5-1 trading plan.

Summary

• David A. Duffield, a Director and 10% Owner of Workday, Inc. (WDAY), reported multiple transactions involving the company's Class A and Class B Common Stock.
• On June 16, 2025, a total of 15,000 Class A Common Stock shares were disposed of through sales by the Dave and Cheryl Duffield Foundation, with weighted average prices ranging from $244.3869 to $247.0906.
• On June 17, 2025, 71,240 shares of Class B Common Stock were converted into an equal number of Class A Common Stock shares at an exercise price of $0.
• Following the conversion, on June 17, 2025, a total of 71,240 Class A Common Stock shares were disposed of through sales by the David A. Duffield Trust, with weighted average prices ranging from $242.8213 to $246.48.
• All reported sales were executed pursuant to a Rule 10b5-1 trading plan adopted on December 3, 2024, by the David A. Duffield Trust, the Cheryl D. Duffield Trust, and the Dave & Cheryl Duffield Foundation.
• After these transactions, David A. Duffield directly holds 102,997 Class A Common Stock shares and 42,140,622 Class B Common Stock shares, and indirectly holds 30,000 Class A Common Stock shares through the Dave and Cheryl Duffield Foundation.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While insider sales can sometimes be viewed negatively, these transactions were conducted under a pre-arranged 10b5-1 trading plan, which indicates a planned disposition rather than a reaction to new, negative information.

Negatives

• The filing indicates significant sales of Class A Common Stock by a key insider, which can sometimes be perceived negatively by the market, although these sales were pre-planned under a 10b5-1 trading plan.

Future Outlook

The transactions are part of a pre-arranged Rule 10b5-1 trading plan adopted on December 3, 2024, indicating a structured approach to future stock dispositions. The Class B Common Stock is convertible into Class A and will automatically convert into a single class of Common Stock upon certain conditions, including October 11, 2032, or if Class B shares fall below 9% of total outstanding shares.

Industry Context

N/A

Corporate Governance

Related Party Transactions

• Sales of Class A Common Stock were conducted by the Dave and Cheryl Duffield Foundation, which is indirectly beneficially owned by the reporting person.
• Sales of Class A Common Stock were conducted by the David A. Duffield Trust, a revocable living trust of which the reporting person is trustee and sole beneficiary.

Stakeholder Impact

• Shareholders: The sales by a significant insider, even if pre-planned, could lead to short-term market speculation or minor price fluctuations. However, the 10b5-1 plan mitigates concerns about opportunistic selling.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned.

Next Steps

• Continued execution of the Rule 10b5-1 trading plan for future stock dispositions by the reporting person's trusts and foundation.
• Potential future automatic conversion of Class B Common Stock to Class A Common Stock based on predefined conditions (e.g., October 11, 2032, or Class B share percentage).

Key Dates

Keywords

Workday, WDAY, David Duffield, insider trading, Form 4, stock sale, 10b5-1 plan, Class A Common Stock, Class B Common Stock, beneficial ownership, SEC filing