Workday Prices $2.5 Billion Multi-Tranche Senior Notes Offering

Overview of the Filing

On October 23, 2026, Workday, Inc. filed a Current Report on Form 8-K under Items 1.01, 2.03, and 9.01 disclosing the entry into a definitive Underwriting Agreement and the completion of a $2.5 billion public debt offering.

Transaction Structure and Pricing

Workday entered into an Underwriting Agreement on October 21, 2026, with Morgan Stanley & Co. LLC, BofA Securities, Inc., Barclays Capital Inc., and Wells Fargo Securities, LLC acting as representatives of the underwriters. The offering closed on October 23, 2026, and consists of four tranches of senior unsecured notes:

1. $750.0 million of 5.700% Senior Notes due October 23, 2029
2. $500.0 million of 6.000% Senior Notes due October 23, 2031
3. $750.0 million of 6.300% Senior Notes due October 23, 2033
4. $500.0 million of 6.500% Senior Notes due October 23, 2036

Interest is payable semi-annually on April 23 and October 23 of each year, beginning April 23, 2027.

Use of Proceeds and Capital Allocation Impact

• Net Proceeds: Estimated at approximately $2.47 billion, net of underwriting discounts and estimated offering expenses.
• Refinancing Target: Workday explicitly intends to use the proceeds to redeem, repay, repurchase, or retire the $1.0 billion principal amount of its 3.500% senior notes maturing on April 1, 2027.
• Excess Liquidity: The remaining net proceeds (approximately $1.47 billion) will be deployed toward general corporate purposes, bolstering cash reserves and liquidity flexibility.

Key Terms and Covenants

• Ranking: Senior unsecured obligations ranking equally with all existing and future unsecured, unsubordinated debt of the company.
• Change of Control: If a Change of Control Triggering Event occurs, Workday must make an offer to repurchase the notes at 101% of aggregate principal amount plus accrued and unpaid interest.
• Negative Covenants: Customary limitations restricting liens and sale-and-leaseback transactions, subject to standard carve-outs.