ADP · Automatic Data Processing, Inc.

Automatic Data Processing, Inc. entered into a material definitive agreement through an Underwriting Agreement dated May 4, 2026, with leading investment banks BNP Paribas Securities Corp., BofA Securities, Inc., and J.P. Morgan Securities LLC acting as representatives for the underwriters. This facilitated the issuance of $1 billion in 5.000% senior notes maturing on May 7, 2036, providing the company with significant long-term capital. The notes were priced at 98.867% of par to the underwriters, reflecting market conditions at the time, with closing and issuance occurring on May 7, 2026. The securities are governed by an existing Base Indenture from August 13, 2020, supplemented by a Fifth Supplemental Indenture, with U.S. Bank Trust Company, National Association serving as trustee. Interest accrues from May 7, 2026, at 5.000% per annum, payable semiannually on May 7 and November 7, beginning November 7, 2026, on a 30/360 day count basis. The notes offer standard call protection, redeemable at the company's option prior to the Par Call Date of February 7, 2036 (three months before maturity) at the greater of par or the present value of remaining payments discounted at the Treasury Rate plus 10 basis points, and at par thereafter. This transaction, registered under Form S-3 (File No. 333-281920), enhances ADP's debt capital structure with unsecured senior debt, supported by a legal opinion from Davis Polk & Wardwell LLP confirming validity. For investors, it signals confidence in long-term financial stability while introducing fixed-rate obligations through 2036.