ServiceNow adds $5B to share repurchase plan

ServiceNow, Inc. reported that it issued a press release announcing its financial results for the three months and year ended December 31, 2025, furnished as Exhibit 99.1.

Accepted by SEC EDGAR 01/28/2026 - 04:11 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

ServiceNow, Inc. reported that it issued a press release announcing its financial results for the three months and year ended December 31, 2025, furnished as Exhibit 99.1.

The company also announced that its Board of Directors authorized an additional $5.0 billion for its share repurchase program, supplementing approximately $1.4 billion of capacity remaining as of December 31, 2025. Repurchases may be executed at the company’s discretion through various methods and the program has no fixed expiration date and may be suspended or discontinued at any time.

Positive

• Significant new repurchase authorization: The Board approved an additional $5.0 billion for the share repurchase program, on top of approximately $1.4 billion remaining as of December 31, 2025, creating a large potential pool for future buybacks.

Negative

• None.

Insights

Equity Capital Allocation Analyst

ServiceNow adds $5B to an already sizable buyback pool, signaling continued commitment to shareholder returns.

ServiceNow disclosed that its Board authorized an additional $5.0 billion for its share repurchase program, on top of about $1.4 billion remaining as of December 31, 2025. This meaningfully expands the potential scale of future repurchases.

The program permits multiple transaction types, including open market purchases, accelerated share repurchases, negotiated block trades, 10b5-1 plans, and other bank-structured or privately negotiated deals. The company retains full discretion over timing, pricing, and volumes, subject to market, business, regulatory, and pricing conditions.

The authorization has no fixed expiration and may be suspended or discontinued, so actual impact will depend on future decisions and market environments. Investors can look to subsequent disclosures accompanying quarterly or annual reports to see how much of this authorization is ultimately used.

8-K Event Classification

3 items: 2.02, 8.01, 9.01

3 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

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, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

ServiceNow announced it issued a press release with financial results for the three months and year ended December 31, 2025, and its Board authorized an additional $5.0 billion under the company’s share repurchase program, expanding capacity beyond the remaining $1.4 billion as of that date.

How large is ServiceNow’s share repurchase authorization after the new approval?

The Board authorized an additional $5.0 billion for share repurchases, supplementing about $1.4 billion in remaining capacity as of December 31, 2025. This gives ServiceNow substantial flexibility to buy back common stock over time, subject to market, business, and regulatory considerations.

Does ServiceNow’s share repurchase program have an expiration date?

The share repurchase program does not have a fixed expiration date. It may be suspended or discontinued at any time, and does not obligate ServiceNow to repurchase any specific amount of common stock, leaving decisions to the company’s discretion over time.

What methods can ServiceNow use to repurchase its common stock?

ServiceNow may repurchase shares through open market purchases, accelerated share repurchase transactions, negotiated block transactions, 10b5-1 plans, transactions structured through investment banks, privately negotiated deals, or a combination of these methods, depending on conditions and the company’s preferences.

What financial information did ServiceNow provide with this announcement?

ServiceNow issued a press release announcing financial results for the three months and year ended December 31, 2025. That press release is furnished as Exhibit 99.1 and is incorporated by reference, but it is treated as furnished rather than filed under the Exchange Act.

Is ServiceNow required to repurchase a certain amount of stock under this program?

No, ServiceNow is not obligated to repurchase any particular amount of its common stock. The timing, manner, price, and amount of any buybacks will be determined at the company’s discretion, based on business, economic, market, and regulatory factors.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0001373715false00013737152026-01-282026-01-28

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): January 28, 2026

___________

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 January 28, 2026, ServiceNow, Inc. (“ServiceNow” or the “Company”) issued a press release announcing financial results for the three months and year ended December 31, 2025.

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 January 28, 2026, ServiceNow announced that its Board of Directors authorized an additional $5.0 billion in repurchases under its share repurchase program, supplementing approximately $1.4 billion in repurchase capacity remaining available under prior authorizations as of December 31, 2025. Share repurchases may be made through a variety of methods, which could include open market purchases, accelerated share repurchase transactions, negotiated block transactions, 10b5-1 plans, other transactions that may be structured through investment banking institutions or privately negotiated, or a combination of the foregoing. The share purchase program does not have a fixed expiration date, may be suspended, or discontinued at any time, and does not obligate the Company to acquire any amount of its common stock. The timing, manner, price, and amount of any repurchases will be determined by the Company at its discretion and will depend on a variety of factors, including business, economic and market conditions, prevailing stock prices, corporate and regulatory requirements, and other considerations.

Item 9.01 Financial Statements and Exhibits.

(d)			Exhibits.
			99.1			Press release dated January 28, 2026, announcing ServiceNow, Inc.'s financial results for the three months and year ended December 31, 2025.
			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: January 28, 2026