APPIAN CORP
For the period ended Jun 30, 2026. Filed Aug 6, 2026.
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Jun 30, 2026 · Filed Aug 6, 2026
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Item 5. Other Information
The information set forth below is included herein for purposes of providing disclosure under various items of Form 8-K.
Item 1.01 Entry into a Material Definitive Agreement
Senior Secured Credit Facilities Credit Agreement
On August 5, 2026, Appian Corporation (the “Company”) entered into a Senior Secured Credit Facilities Credit Agreement (the “Credit Agreement”) with the several banks and other financial institutions or entities from time to time parties to the Credit Agreement, as lenders (collectively, referred to as the “Lenders”), and Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, as administrative agent and collateral agent for the Lenders (in such capacity, the “Agent”) that replaces the Company’s existing Credit Agreement dated as of November 3, 2022 (as amended by that certain Joinder and First Amendment to Credit Agreement dated as of December 13, 2022, that certain Joinder and Second Amendment to Credit Agreement dated as of February 21, 2023, that certain Third Amendment to Credit Agreement and First Amendment to Guarantee and Collateral Agreement dated as of June 13, 2023, that certain Joinder, Consent and Fourth Amendment to Credit Agreement dated as of February 12, 2024, that certain Fifth Amendment to Credit Agreement dated as of March 12, 2024, that certain Sixth Amendment to Credit Agreement dated as of May 27, 2025, that certain Seventh Amendment to Credit Agreement dated as of September 3, 2025, that certain Eighth Amendment to Credit Agreement dated as of February 18, 2026, and that certain Ninth Amendment to Credit Agreement dated as of May 6, 2026, the “Original Credit Agreement”).
The Credit Agreement provides for a five-year term loan facility in an aggregate principal amount of $60.0 million and up to $240.0 million for a revolving credit facility, including a letter of credit sub-facility in the aggregate availability amount of $50.0 million (as a sublimit of the revolving loan facility) and a swingline sub-facility in the aggregate availability amount of $25.0 million (as a sublimit of the revolving loan facility). The Company will use the proceeds of the facilities to refinance the Company’s existing credit facility under the Original Credit Agreement and for funding general corporate purposes, working capital requirements, and other strategic initiatives.
Under the Credit Agreement, the Company may elect whether amounts drawn bear interest on the outstanding principal amount at a rate per annum equal to either (a) the higher of the Prime rate or the Federal Funds Effective rate plus 0.5% (“Base Rate”), or (b) the forward-looking term rate based on the secured overnight financing rate (“Term SOFR”), plus a margin. The additional interest rate margin ranges from 0.25% to 1% in the case of Base Rate advances and from 1.25% to 2% in the case of Term SOFR advances, depending on the Company’s Consolidated Total Net Leverage Ratio (as defined in the Credit Agreement). The Company’s obligations are secured on a senior lien basis by a security interest, in all of the Company’s right, title, and interest in, to and under substantially all of its assets, including its intellectual property, subject to limited exceptions, including permitted liens.
The Credit Agreement contains customary representations, warranties and covenants, including covenants by the Company limiting additional indebtedness, guaranties, liens, fundamental changes, mergers and consolidations, dispositions of assets, investments, paying dividends on capital stock or redeeming, repurchasing or retiring capital stock, or prepaying certain junior indebtedness and preferred stock, certain corporate changes, and transactions with affiliates. The Credit Agreement also provides for customary events of default, including but not limited to non-payment, breaches or defaults in the performance of covenants, insolvency, bankruptcy, and the occurrence of a material adverse effect on the Company.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement to be filed as an exhibit to the Company’s report on Form 10-Q for the quarter ending September 30, 2026, at which time it will be incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement
On August 5, 2026, in connection with the Company’s entry into the Credit Agreement, as described in Item 1.01 of this report, the Original Credit Agreement was terminated. Proceeds from the Credit Agreement were used to pay off the outstanding principal, interest and fees under the Original Credit Agreement.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information related to the Credit Agreement set forth in Item 1.01 above is incorporated herein by reference under this Item 2.03.
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