ServiceNow (NYSE: NOW) adds 609 Logik.io shares to resale filing

Rhea-AI Filing Summary

ServiceNow, Inc. filed an amendment to a previously issued prospectus supplement related to its automatic shelf registration statement on Form S-3ASR. The amended prospectus supplement covers the issuance of an additional 609 shares of common stock tied to a post-closing price adjustment under the merger agreement for the acquisition of Logik.io Inc. These shares may be resold from time to time by certain stockholders who received them in that acquisition. The company also filed a legal opinion from Freshfields US LLP regarding the validity of the shares, along with the related consent as an exhibit.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): September 26, 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 8.01 Other Events.

On September 26, 2025, ServiceNow, Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission (the “SEC”) an amendment to the prospectus supplement dated May 30, 2025 (the “Amended Prospectus Supplement”), to its effective registration statement on Form S-3ASR (File No. 333-279150) covering the resale from time to time by certain stockholders of shares of the Company’s common stock (the “Shares”). Such stockholders acquired the Shares in connection with the Company’s acquisition of Logik.io Inc. The Amended Prospectus Supplement covers the issuance of an additional 609 shares of common stock pursuant to a post-closing price adjustment set forth in the merger agreement. A copy of the legal opinion of Freshfields US LLP relating to the validity of the Shares is filed herewith.

Item 9.01 Financial Statements and Exhibits.

(d)			Exhibits.
			5.1			Opinion of Freshfields US LLP.
			23.1			Consent of Freshfields US LLP (included in Exhibit 5.1).
			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: September 26, 2025

FAQ

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

ServiceNow reported that it filed an amendment to a prospectus supplement under its Form S-3ASR registration statement, updating it to cover additional shares issuable in connection with its Logik.io Inc. acquisition.

How many additional ServiceNow shares are covered by the amended prospectus supplement?

The amended prospectus supplement covers the issuance of an additional 609 shares of ServiceNow common stock pursuant to a post-closing price adjustment in the Logik.io Inc. merger agreement.

Who is allowed to resell the ServiceNow shares covered by this amendment?

The shares may be resold from time to time by certain stockholders who acquired ServiceNow common stock in connection with the company’s acquisition of Logik.io Inc..

What is the purpose of the post-closing price adjustment mentioned by ServiceNow?

The post-closing price adjustment arises from terms in the Logik.io Inc. merger agreement and resulted in the issuance of an additional 609 shares of ServiceNow common stock to the selling stockholders.

Did ServiceNow file any legal opinion with this 8-K related to the shares?

Yes. ServiceNow filed an opinion of Freshfields US LLP on the validity of the shares as Exhibit 5.1, along with the firm’s consent as Exhibit 23.1.

What exhibits were included with this ServiceNow (NOW) Form 8-K?

The exhibits include the Freshfields US LLP legal opinion (Exhibit 5.1), the related consent (Exhibit 23.1), and the cover page interactive data file (Exhibit 104).