[8-K] ServiceNow, Inc. Reports Material Event

Rhea-AI Filing Summary

ServiceNow, Inc. reported quarterly results for the three months ended September 30, 2025 and announced a proposed 5-for-1 stock split.

The Board approved the split with a proportionate increase in authorized common shares, subject to shareholder approval. A Special Meeting of Shareholders is scheduled for December 5, 2025 to consider an Amended and Restated Certificate of Incorporation to effect the split and increase in authorized shares.

The company furnished a press release as Exhibit 99.1 detailing the quarterly results and the Board’s authorization of the split.

Insights

Equity Capital Markets Analyst

Stock split proposal heads to a Dec 5 vote.

ServiceNow disclosed a Board-approved 5-for-1 stock split with a proportionate increase in authorized common shares. The action requires shareholder approval via an Amended and Restated Certificate of Incorporation.

The Special Meeting is set for December 5, 2025. If approved, the split changes share count and per-share price mechanically, while the increase in authorized shares raises the capacity to issue stock.

The company also furnished quarterly results via Exhibit 99.1. Actual impacts depend on shareholder approval and any subsequent corporate actions disclosed after the meeting.

0001373715false00013737152025-10-292025-10-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): October 29, 2025

___________

SERVICENOW, INC.

(Exact name of registrant as specified in its charter)

___________

Delaware

001-35580

20-2056195

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification Number)

2225 Lawson Lane

Santa Clara, California 95054

(Address of Principal Executive Offices and Zip Code)

(408) 501-8550

(Registrant's telephone number, including area code)

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 (see General Instruction A.2 below):

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, par value $0.001 per share

NOW

The New York Stock Exchange

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On October 29, 2025, ServiceNow, Inc. (“ServiceNow” or the “Company”) issued a press release announcing financial results for the three months ended September 30, 2025, and a 5-for-1 stock split as discussed in Item 8.01 below.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information above, including Exhibit 99.1, is furnished pursuant to Item 2.02 of Form 8-K and is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference in any filing of ServiceNow under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

Item 8.01 Other Events.

On October 29, 2025, the Company announced that the Company's Board of Directors (the "Board") approved a 5-for-1 split of the Company's common stock, with a proportionate increase in the number of shares of authorized common stock.

The stock split and increase in authorized shares of common stock, to be effected by an Amended and Restated Certificate of Incorporation, is subject to shareholder approval, which the Company will seek at a Special Meeting of Shareholders (the “Special Meeting”) scheduled to take place on December 5, 2025. The Company’s proxy statement relating to the Special Meeting will include additional details.

Item 9.01 Financial Statements and Exhibits.

(d)			Exhibits.
			99.1			Press release dated October 29, 2025, announcing ServiceNow, Inc.'s financial results for the three months ended September 30, 2025; Board authorization of stock split, subject to shareholder approval.
			104			Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

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.

SERVICENOW, INC.

By:

/s/ Russell S. Elmer

Russell S. Elmer General Counsel

Date: October 29, 2025

FAQ

What did ServiceNow (NOW) announce in this 8-K?

ServiceNow reported quarterly results and a Board-approved 5-for-1 stock split with a proportionate increase in authorized shares, subject to shareholder approval.

Is the ServiceNow 5-for-1 stock split already approved?

No. It is subject to shareholder approval via an Amended and Restated Certificate of Incorporation.

When is ServiceNow’s Special Meeting to vote on the stock split?

The Special Meeting of Shareholders is scheduled for December 5, 2025.

Will authorized shares change if the split is approved?

Yes. The Board approved a proportionate increase in authorized common shares alongside the 5-for-1 split.

Where can I find ServiceNow’s quarterly results mentioned here?

The company furnished a press release as Exhibit 99.1 with results for the quarter ended September 30, 2025.

What exhibits accompanied this disclosure?

Exhibit 99.1 (press release) and Exhibit 104 (cover page Inline XBRL tags).