Workday, Inc. — Director's Dealing 2024

Jun 25, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workday, Inc. (WDAY)
CIK: 0001327811
Period of Report: 2024-06-21

Reporting Person: DUFFIELD DAVID A (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-06-21	Class A Common Stock	S	3200	$216.8773	Disposed	782800	Indirect
2024-06-21	Class A Common Stock	S	15305	$217.7669	Disposed	767495	Indirect
2024-06-21	Class A Common Stock	S	20421	$218.7747	Disposed	747074	Indirect
2024-06-21	Class A Common Stock	S	17074	$219.3896	Disposed	730000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	102997	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (43520908)	43520908	Direct

Footnotes

F1: This sale was 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 dated December 4, 2023.

F2: The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $216.20 to $217.1999, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.

F3: The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $217.22 to $218.2199, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.

F4: The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $218.22 to $219.2199, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.

F5: The price reported is a weighted average price. These shares were sold in multiple transactions at prices within the range of $219.22 to $220.2199, inclusive. The Reporting Person undertakes to provide to Workday, Inc., any security holder of Workday, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this footnote of this Form 4.

F6: The reported shares are held by the David A. Duffield Trust dated July 14, 1988, a revocable living trust, of which the Reporting Person is trustee and sole beneficiary.

F7: All shares of Class A and Class B Common Stock will convert automatically into shares of a single class of Common Stock upon the earliest to occur of the following: (a) upon the election by the holders of a majority of the then outstanding shares of Class B Common Stock, (b) the date when the number of outstanding shares of Class B Common Stock represents less than 9% of all outstanding shares of Class A and Class B Common Stock, (c) October 11, 2032 or (d) nine months after the death of the later to die of David A. Duffield and Aneel Bhusri. The shares of Class A and Class B Common Stock have no expiration date.

F8: Each share of Class B Common Stock is convertible, at any time at the option of the holder, into one (1) share of Class A Common Stock. In addition, each share of Class B Common Stock will convert automatically into one (1) share of Class A Common Stock upon any transfer, whether or not for value, except for certain permitted transfers described in, and transfers to any "permitted transferee" as defined in, the Issuer's restated certificate of incorporation in effect as of the date hereof. The shares of Class B Common Stock have no expiration date.