Workiva Inc 8-K, filed Aug 29, 2023
Workiva Inc (WK)
8-K
2023-08-29
For: 2023-08-29
View Original
Added on
April 12, 2026
About this 8-K
Workiva Inc filed this 8-K on August 29, 2023.
Items reported
- Item 2.03: New debt or off-balance-sheet obligation
- Item 3.02: Unregistered sale of equity
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Section 2 - Financial Information
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On August 29, 2023, Workiva Inc. (the “Company,” “we” or “us”) completed the sale of $77 million aggregate principal amount of its 1.250% Convertible Senior Notes due 2028 (the “Additional Notes”). The Additional Notes were sold to Goldman Sachs & Co. LLC (the “Initial Purchaser”) pursuant to the Initial Purchaser’s partial exercise of its option to purchase up to $100 million aggregate principal amount of such notes, granted in connection with the previously disclosed offering of $625 million aggregate principal amount of the Company’s 1.250% Convertible Senior Notes due 2028 (the “Initial Notes” and, together with the Additional Notes, the “Notes”), which closed on August 17, 2023. The Additional Notes have the same terms, and were issued under the same Indenture, dated as of August 17, 2023, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Indenture”), as the Initial Notes, as described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 17, 2023 (the “Initial Form 8-K”). After deducting fees and estimated offering expenses, the net proceeds from the sale of the Additional Notes were approximately $75.8 million. The Notes were sold in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The information set forth in Item 2.03 of the Initial Form 8-K is incorporated herein by reference.
These descriptions of the Indenture and the Notes are qualified in their entirety by reference to the Indenture and Form of Global Note, which are filed as Exhibit 4.1 to the Initial Form 8-K and incorporated herein by reference.
Section 3 - Securities and Trading Markets
Item 3.02. Unregistered Sales of Equity Securities.
We offered and sold the Notes to the Initial Purchaser in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Notes and the shares of our Class A common stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
To the extent that any shares of our Class A common stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof, because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of our Class A common stock.
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 on this 29th day of August, 2023.
WORKIVA INC. | |||||
By: | /s/ Brandon E. Ziegler | ||||
Name: | Brandon E. Ziegler | ||||
Title: | Executive Vice President, Chief Legal and Administrative Officer and Corporate Secretary | ||||