IQVIA Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 4, 2025

IQVIA HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (919) 998-2000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Notes Offering and Notes Indentures

On June 4, 2025, IQVIA Inc. (the “Issuer”), a wholly owned subsidiary of IQVIA Holdings Inc. (the “Company”), completed the issuance and sale of $2,000,000,000 in gross proceeds of 6.250% senior notes due 2032 (the “Notes”).

The Notes were issued pursuant to an Indenture, dated June 4, 2025 (the “Indenture”), among the Issuer, U.S. Bank Trust Company, National Association, as trustee of the Notes, and certain subsidiaries of the Issuer as guarantors.

The net proceeds from the notes offering will be used to repay existing borrowings under the Issuer’s revolving credit facility and to pay fees and expenses related to this offering, with any excess proceeds used for other general corporate purposes.

The Notes are unsecured obligations of the Issuer, will mature on June 1, 2032, unless earlier repurchased or redeemed in accordance with their terms, and will bear interest at the rate of 6.250% per year, with interest payable semi-annually on June 1 and December 1 of each year, beginning on December 1, 2025.

The Issuer may redeem the Senior Notes prior to their final stated maturity, subject to a customary make-whole premium, at any time prior to June 1, 2028 (subject to a customary “equity claw” redemption right) and thereafter subject to a redemption premium declining from 3.125% to 0.000%.

The foregoing description of the Notes and the Indenture is qualified in its entirety by reference to the Indenture relating thereto, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K.

The information set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

(d) Exhibits.

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.

Date: June 4, 2025