STOCK TITAN
  1. Home
  2. Sec-filings
  3. ADP
  4. [8-K] AUTOMATIC DATA PROCESSING INC Reports Material Event

ADP (NASDAQ: ADP) sells $1B 5.000% 2036 senior notes in underwritten deal

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Automatic Data Processing, Inc. entered into an underwriting agreement to issue and sell $1,000,000,000 aggregate principal amount of its 5.000% senior notes due 2036 to a syndicate of underwriters led by BNP Paribas Securities Corp., BofA Securities, Inc. and J.P. Morgan Securities LLC.

The notes were registered under an existing shelf registration on Form S-3 and offered using a base prospectus dated September 4, 2024 and a prospectus supplement dated May 4, 2026. They were issued on May 7, 2026 under an indenture with U.S. Bank Trust Company, National Association as trustee, as supplemented by a Fifth Supplemental Indenture.

Positive

  • None.

Negative

  • None.

Insights

ADP adds $1B of 10‑year senior notes at a fixed 5% coupon.

Automatic Data Processing issued $1,000,000,000 of 5.000% senior notes due 2036 through an underwriting syndicate, using its existing shelf registration. The notes rank as senior unsecured debt under an established indenture structure with U.S. Bank Trust Company as trustee.

This transaction locks in a fixed interest cost for a long-dated maturity, which can help funding stability but also increases gross debt by $1.0B. The excerpt does not describe specific uses of proceeds or any concurrent refinancing, so the net leverage effect depends on broader balance sheet actions disclosed elsewhere.

The notes were offered via a prospectus dated September 4, 2024 and a prospectus supplement dated May 4, 2026, and were issued on May 7, 2026. Subsequent periodic reports can clarify how this additional debt contributes to interest expense and overall capital structure over time.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Senior notes principal $1,000,000,000 aggregate principal amount 5.000% senior notes due 2036 issued to underwriters
Coupon rate 5.000% fixed interest rate Senior notes due 2036
Maturity year 2036 Senior notes due 2036
Registration file number File No. 333-281920 Registration Statement on Form S-3
Prospectus date September 4, 2024 Base prospectus for the notes
Prospectus supplement date May 4, 2026 Prospectus supplement for the notes
Notes issue date May 7, 2026 Issuance of 5.000% senior notes due 2036
Underwriting Agreement financial
"executed an Underwriting Agreement (attached hereto as Exhibit 1.1"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
5.000% senior notes due 2036 financial
"sell to the Underwriters $1,000,000,000 aggregate principal amount of its 5.000% senior notes due 2036"
Registration Statement on Form S-3 regulatory
"The sale of the Notes was registered with the Securities and Exchange Commission on a Registration Statement on Form S-3"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
prospectus supplement regulatory
"The Notes were offered pursuant to a prospectus dated September 4, 2024 and a prospectus supplement dated May 4, 2026."
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Indenture financial
"The Notes were issued on May 7, 2026 pursuant to an Indenture"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Fifth Supplemental Indenture financial
"as supplemented by a Fifth Supplemental Indenture by and between the Company and the Trustee"
Understanding 8-K Material Events →
AUTOMATIC DATA PROCESSING INC false 0000008670 0000008670 2026-05-04 2026-05-04
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 4, 2026

 

 

Automatic Data Processing, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   1-5397   22-1467904

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

   (I.R.S. Employer
Identification Number)

 

 

One ADP Boulevard,

Roseland, New Jersey

   07068
  (Address of Principal Executive Offices)   (Zip Code)

(973) 974-5000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

  

Trading
Symbol(s)

  

Name of Each Exchange

on Which Registered

Common Stock, $0.10 Par Value (voting)   ADP   NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 1.01

Entry into a Material Definitive Agreement.

On May 4, 2026, Automatic Data Processing, Inc. (the “Company”) executed an Underwriting Agreement (attached hereto as Exhibit 1.1 and incorporated herein by reference) with BNP Paribas Securities Corp., BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters listed in Schedule 1 thereto (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $1,000,000,000 aggregate principal amount of its 5.000% senior notes due 2036 (the “Notes”).

The sale of the Notes was registered with the Securities and Exchange Commission on a Registration Statement on Form S-3 (File No. 333-281920) (the “Registration Statement”). The Notes were offered pursuant to a prospectus dated September 4, 2024 and a prospectus supplement dated May 4, 2026.

The Notes were issued on May 7, 2026 pursuant to an Indenture (in substantially the form previously filed with the Registration Statement) by and between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by a Fifth Supplemental Indenture by and between the Company and the Trustee (attached hereto as Exhibit 4.1 and incorporated herein by reference).

 

Item 8.01

Other Events.

A copy of the opinion of Davis Polk & Wardwell LLP, counsel to the Company, relating to the legality of the Notes, is filed as Exhibit 5.1 to this Current Report.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit 1.1    Underwriting Agreement among Automatic Data Processing, Inc. and BNP Paribas Securities Corp., BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the Underwriters listed in Schedule 1 thereto, dated May 4, 2026
Exhibit 4.1    Fifth Supplemental Indenture between Automatic Data Processing, Inc. and U.S. Bank Trust Company, National Association, as trustee
Exhibit 4.2    Form of Global Note representing the Company’s 5.000% Notes due 2036 (included in Exhibit 4.1)
Exhibit 5.1    Opinion of Davis Polk & Wardwell LLP
Exhibit 23.1    Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
Exhibit 104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

AUTOMATIC DATA PROCESSING, INC.

(Registrant)

Date: May 7, 2026     By:  

/s/ David Kwon

    Name: David Kwon
    Title: Vice President

Source: View Original Filing on SEC EDGAR

FAQ

What type of securities did ADP (ADP) issue in this filing?

Automatic Data Processing issued senior unsecured debt, specifically 5.000% senior notes due 2036 with an aggregate principal amount of $1,000,000,000. These notes carry a fixed interest rate and rank as senior obligations under the company’s existing indenture structure.

How large is Automatic Data Processing’s new senior notes offering?

The new senior notes offering totals $1,000,000,000 aggregate principal amount. This means ADP is adding $1.0 billion of fixed-rate debt to its capital structure through this transaction, subject to the terms of the underwriting agreement and the governing indenture documents.

What is the interest rate and maturity on ADP’s new notes?

The notes carry a fixed 5.000% annual interest rate and are due 2036. Investors in these securities receive 5% interest each year until 2036, when the principal is scheduled to be repaid, according to the terms described in the supplemental indenture.

When were ADP’s 5.000% senior notes due 2036 issued?

The 5.000% senior notes due 2036 were issued on May 7, 2026. This follows the execution of the underwriting agreement on May 4, 2026, and the use of a base prospectus dated September 4, 2024, plus a prospectus supplement dated May 4, 2026.

Under what registration did ADP offer the new 2036 senior notes?

The notes were offered under ADP’s shelf registration on Form S-3, identified as File No. 333-281920. They were sold using a prospectus dated September 4, 2024 and a related prospectus supplement dated May 4, 2026, enabling this debt issuance.

Who acted as underwriters for ADP’s $1 billion notes offering?

BNP Paribas Securities Corp., BofA Securities, Inc. and J.P. Morgan Securities LLC served as representatives of the underwriters. They led the syndicate purchasing ADP’s $1,000,000,000 of 5.000% senior notes due 2036 under the executed underwriting agreement.

Filing Exhibits & Attachments

6 documents

Other Documents