Workday enters $1.5 billion credit facility with Wells Fargo

Workday, Inc. entered into a new Credit Agreement on October 1, 2026, establishing a revolving credit facility with an aggregate principal amount of $1,500,000,000. The facility, which matures on October 1, 2031, replaces the company's previous $1,000,000,000 credit agreement dated April 6, 2022. Wells Fargo Bank, National Association serves as the administrative agent, swing line lender, and a letter of credit issuer under the new terms.

The syndication of the new facility involved Bank of America, N.A., Barclays Bank PLC, and Morgan Stanley Senior Funding, Inc., acting as syndication agents. Wells Fargo Securities, LLC, BofA Securities, Inc., Barclays Bank PLC, and Morgan Stanley Senior Funding, Inc., also served as joint lead arrangers and joint bookrunners. As of the closing date, Workday reported no outstanding revolving loans under the agreement.

Interest rates for revolving loans are determined by Workday's election between pricing based on its Consolidated Leverage Ratio or its senior unsecured long-term debt rating from Moody's Investors Service or Standard & Poor's. If priced on the Consolidated Leverage Ratio, interest is calculated at either a floating base rate plus a margin of 0.000% to 0.500%, or the applicable Secured Overnight Financing Rate (SOFR) plus a margin of 0.875% to 1.500%. Alternatively, if priced on the Debt Rating, the base rate margin ranges from 0.000% to 0.250%, and the SOFR margin ranges from 0.750% to 1.250%.

The agreement permits loans to be denominated in U.S. Dollars or in Alternative Currencies, including Euros, Sterling, and Canadian Dollars. The aggregate amount of loans in Alternative Currencies is capped at $525,000,000. Workday may request up to two one-year extensions of the maturity date during the term of the agreement. The company may also prepay revolving loans or permanently reduce commitments without penalty or premium.

Commitment fees on unused amounts are paid quarterly to the administrative agent for the account of each revolving lender. These fees range from 0.080% to 0.200% per annum based on the Consolidated Leverage Ratio, or from 0.070% to 0.150% per annum based on the Debt Rating. During a payment event of default, applicable interest rates increase by 2.0% per annum.

The Credit Agreement includes customary representations, warranties, and covenants. A key financial covenant requires Workday to maintain a maximum leverage ratio of 3.50 to 1.00 based on a quarterly test. This ratio may step up to 4.50 to 1.00 for a specified period following a Qualified Acquisition at Workday's election. Negative covenants restrict the incurrence of liens and indebtedness, as well as certain merger transactions, subject to defined exceptions.

Events of default under the agreement include non-payment of principal or interest, inaccuracy of representations, covenant violations, cross-defaults to other indebtedness, bankruptcy or insolvency events, material judgments, change of control, and certain Employee Retirement Income Security Act events. The occurrence of an event of default could result in the acceleration of obligations.