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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
October 1, 2026
WORKDAY, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-35680 |
|
20-2480422 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
6110 Stoneridge Mall Road
Pleasanton, CA 94588
(Address of principal executive offices, including
zip code)
(Registrant’s telephone number, including
area code): (925) 951-9000
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 (see General Instruction 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 Exchange Act:
| (Title of each class) |
|
(Trading Symbol) |
|
(Name of exchange on which registered) |
| Class A Common Stock, par value $0.001 |
|
WDAY |
|
The Nasdaq Stock Market LLC
(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
Credit Agreement
On October 1, 2026 (the “Closing Date”),
Workday, Inc. (“Workday”) entered into a Credit Agreement (the “Credit Agreement”) by and among Workday,
the subsidiaries of Workday party thereto from time to time, the several lenders from time to time party thereto (the “Lenders”),
Wells Fargo Bank, National Association, as the administrative agent, the swing line lender, and an L/C issuer (in such capacities, the
“Administrative Agent”), the other L/C issuers party thereto, Bank of America, N.A., Barclays Bank PLC, and Morgan Stanley
Senior Funding, Inc., as syndication agents, and Wells Fargo Securities, LLC, BofA Securities, Inc., Barclays Bank PLC, and
Morgan Stanley Senior Funding, Inc., as joint lead arrangers and joint bookrunners. The Credit Agreement replaces Workday’s
prior Credit Agreement, dated as of April 6, 2022, by and among Workday, the several lenders party thereto, Bank of America, N.A.,
as the administrative agent, the swing line lender, and an L/C issuer, and the other L/C issuers party thereto, pursuant to which Workday
had a revolving credit facility in an aggregate principal amount of $1,000,000,000, and
provides for a revolving credit facility in an aggregate principal amount of $1,500,000,000.
Revolving loans may be borrowed, repaid and reborrowed
until October 1, 2031 (the “Maturity Date”), at which time all amounts borrowed must be repaid. Workday may request,
no more than two times during the term of the Credit Agreement, that each revolving Lender extend the Maturity Date for the revolving
loans for one year.
Revolving loans may be prepaid and revolving loan
commitments may be permanently reduced by Workday in whole or in part, without penalty or premium.
As of October 1, 2026, Workday had no outstanding
revolving loans under the Credit Agreement.
Revolving loans under the Credit Agreement will
bear interest, at Workday’s option, at a rate equal to (a) either (i) a floating rate per annum equal to the base rate
plus a margin of from 0.000% to 0.500% depending on Workday’s Consolidated Leverage Ratio (as defined in the Credit Agreement) or
(ii) the applicable secured overnight financing rate (“SOFR”), plus a margin of from 0.875% to 1.500%, depending on Workday’s
Consolidated Leverage Ratio, or (b) if so elected by Workday, either (i) a floating rate per annum equal to the base rate plus
a margin of from 0.000% to 0.250% depending on Workday’s senior unsecured long-term debt rating as determined by Moody’s Investors
Service, Inc. or Standard & Poor’s Financial Services, LLC (the “Debt Rating”) or (ii) the applicable
SOFR, plus a margin of from 0.750% to 1.250%, depending on Workday’s Debt Rating, in each case as set forth in the Credit Agreement.
Swing line loans under the Credit Agreement will bear interest at a floating rate per annum equal to the base rate plus a margin of from
(i) 0.000% to 0.500% depending on Workday’s Consolidated Leverage Ratio or (ii) if Workday has elected to use the Debt
Ratings-based rates, 0.000% to 0.250% depending on Workday’s Debt Rating. The fee applied to letters of credit shall be from (i) 0.875%
to 1.500% depending on Workday’s Consolidated Leverage Ratio or (ii) if Workday has elected to use the Debt Ratings-based rates,
0.750% to 1.250% depending on Workday’s Debt Rating. During a payment event of default under the Credit Agreement, the applicable
interest rates are increased by 2.0% per annum.
In the Credit Agreement, base rate is defined
as the greatest of (but not less than zero) (i) the Administrative Agent’s prime rate, (ii) the federal funds rate plus
0.50%, or (iii) the applicable SOFR, plus 1.00%. Loans based on the base rate shall be made only to domestic borrowers and denominated
in U.S. Dollars.
Loans may be denominated in U.S. Dollars or in
Euros, Sterling, and Canadian Dollars, together with any other currency that is approved by the Administrative Agent (the “Alternative
Currencies”). Loans denominated in Alternative Currencies may not exceed an aggregate of $525,000,000.
Under the Credit Agreement, Workday will pay to
the Administrative Agent for the account of each revolving lender a commitment fee on a quarterly basis based on amounts committed but
unused under the revolving facility of from (i) 0.080% to 0.200% per annum, depending on Workday’s Consolidated Leverage Ratio
or (ii) if Workday has elected to use the Debt Ratings-based rates, 0.070% to 0.150% per annum, depending on Workday’s Debt
Rating. Workday is also obligated under the Credit Agreement to pay the Administrative Agent fees customary for credit facilities of these
sizes and types.
The Credit Agreement contains customary representations,
warranties, and affirmative and negative covenants, including a financial covenant, events of default, and indemnification provisions
in favor of the lenders. The negative covenants include restrictions on the incurrence of liens and indebtedness, certain merger transactions
and other matters, all subject to certain exceptions. The financial covenant, based on a quarterly financial test, requires Workday not
to exceed a maximum leverage ratio of 3.50 to 1.00, subject to a step-up to 4.50 to 1.00 at the election of Workday for a certain period
following a Qualified Acquisition (as defined in the Credit Agreement), as more fully described in the Credit Agreement.
The Credit Agreement includes customary events
of default that include, among other things, non-payment of principal, interest or fees, inaccuracy of representations and warranties,
violation of certain covenants, cross default to certain other indebtedness, bankruptcy and insolvency events, material judgments, change
of control, and certain material ERISA events. The occurrence of an event of default could result in the acceleration of the obligations
under the Credit Agreement.
The Administrative Agent and the Lenders, and
certain of their respective affiliates, have provided, and in the future may provide, financial, banking, and related services to Workday.
These parties have received, and in the future may receive, compensation from Workday for these services.
The foregoing summary
and description of the provisions of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Credit Agreement, a copy of which is filed as Exhibit 10.1 with this Current Report on Form 8-K and
is incorporated herein by reference.
Item 1.02 – Termination of a Material Definitive Agreement
The information set forth under Item 1.01 of this
Current Report on Form 8-K is incorporated by reference into this Item 1.02.
Item 2.03 – Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement
The information set forth under Item 1.01 of this
Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01 – Financial Statements
and Exhibits
(d) Exhibits
| Exhibit Number |
Description |
| 10.1 |
Credit Agreement, dated as of October 1, 2026, among Workday, certain subsidiaries of Workday, Wells Fargo Bank, National Association, Bank of America, N.A., Barclays Bank PLC, Morgan Stanley Senior Funding, Inc., and the other L/C Issuers and Lenders party thereto |
| 104 |
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
| |
|
Signature
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.
Dated: October 1, 2026
| |
Workday, Inc. |
| |
|
| |
/s/ Richard H. Sauer |
| |
Richard
H. Sauer |
| |
Chief Legal Officer, Head of Corporate Affairs, and Corporate Secretary |
