[8-K] VEEVA SYSTEMS INC Reports Material Event

Rhea-AI Filing Summary

Veeva Systems Inc. reported that its Board of Directors has authorized a share repurchase program for up to $2 billion of its outstanding Class A common stock. The company may buy back shares over time through open market purchases, privately negotiated transactions, or other methods, including trading plans intended to qualify under Rule 10b5-1 and in accordance with Rule 10b-18 and other applicable securities laws. The program has a term of 2 years, does not require Veeva to repurchase a specific number of shares, and can be canceled or suspended at any time without notice.

Insights

Equity capital allocation analyst

Veeva authorized a sizable two-year, up to $2 billion share repurchase program.

The Board of Veeva Systems Inc. has approved a Share Repurchase Program authorizing buybacks of up to $2 billion of Class A common stock. Repurchases may occur via open market purchases, privately negotiated deals, or other methods, including Rule 10b5-1 trading plans, and must comply with Rule 10b-18 and other securities law constraints.

The authorization runs for 2 years and gives management discretion over timing and total amount within the stated cap. It explicitly does not obligate the company to repurchase a specific number of shares and may be canceled or suspended at any time without notice, so actual impact will depend on how aggressively the program is used.

This kind of authorization can be meaningful for shareholders because it permits the company to return capital and potentially reduce the public float when executed, though the extent will only be clear as buyback activity is disclosed in future company communications and periodic reports.

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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): January 5, 2026

_____________________________________________________________________________

Veeva Systems Inc.

(Exact name of registrant as specified in its charter)

_____________________________________________________________________________

Delaware

001-36121

20-8235463

(State or other jurisdiction of incorporation of organization)

(Commission File Number)

(IRS Employer Identification No.)

4280 Hacienda Drive

Pleasanton, California 94588

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (925) 452-6500

Not Applicable

(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 (see General Instructions A.2. below):

☐			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

Name of each exchange on which registered

Class A Common Stock, par value $0.00001 per share

VEEV

New York Stock Exchange

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 8.01.    Other Events.

On January 5, 2026, Veeva Systems Inc. (“Veeva”) announced that its Board of Directors authorized the repurchase of up to $2 billion of Veeva’s outstanding shares of Class A common stock (the “Share Repurchase Program”). Veeva may repurchase shares of Class A common stock from time to time through open market purchases, in privately negotiated transactions, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in accordance with applicable securities laws and other restrictions, including Rule 10b-18 under the Exchange Act. The timing and total amount of any stock repurchases will be determined at management’s discretion and depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations. The share repurchase program has a term of 2 years, does not obligate Veeva to acquire a specific number of shares of Class A common stock, and may be canceled or suspended at any time without notice.

A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.

The information in this Current Report on Form 8-K and the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by reference in such filing.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.						Description
99.1						Press Release titled “Veeva Announces Share Repurchase Program,” dated January 5, 2026.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

						Veeva Systems Inc.
Dated:			January 5, 2026			By:			/s/ JOSH FADDIS
									Josh Faddis
									Senior Vice President, General Counsel

FAQ

What did Veeva Systems Inc. (VEEV) announce in this 8-K filing?

Veeva Systems Inc. announced that its Board of Directors authorized a Share Repurchase Program for up to $2 billion of the company’s outstanding Class A common stock.

How large is Veeva Systems Inc.’s new share repurchase program?

The share repurchase program authorizes Veeva Systems Inc. to repurchase up to $2 billion of its outstanding Class A common stock.

Over what period can Veeva Systems Inc. (VEEV) repurchase its shares?

The share repurchase program has a term of 2 years, during which Veeva Systems Inc. may buy back Class A common stock, subject to the program’s terms.

Is Veeva required to repurchase a specific number of shares under this program?

No. The filing states that the share repurchase program does not obligate Veeva to acquire a specific number of Class A shares and may be canceled or suspended at any time without notice.

How can Veeva Systems Inc. execute its authorized share repurchases?

Veeva may repurchase shares from time to time through open market purchases, privately negotiated transactions, or other means, including trading plans intended to qualify under Rule 10b5-1 and in accordance with Rule 10b-18 and other applicable securities laws.

Will Veeva Systems Inc.’s press release about the repurchase program be treated as filed for liability purposes?

No. The filing specifies that the information in the report and Exhibit 99.1, the press release, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.