ServiceNow (NYSE: NOW) files prospectus for resale of Moveworks shares

Rhea-AI Filing Summary

ServiceNow, Inc. reported that it filed a prospectus supplement to its effective registration statement on Form S-3ASR to cover the resale from time to time by certain stockholders of shares of its common stock. These shares were acquired in connection with ServiceNow’s acquisition of Moveworks, Inc.

The company also filed the legal opinion and related consent of Skadden, Arps, Slate, Meagher & Flom LLP as exhibits, addressing the validity of the shares covered by the prospectus supplement.

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): December 15, 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 December 15, 2025, ServiceNow, Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission (the “SEC”) a 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 Moveworks, Inc. A copy of the legal opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to the validity of the Shares is filed herewith.

Item 9.01 Financial Statements and Exhibits.

(d)			Exhibits.
			5.1			Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
			23.1			Consent of Skadden, Arps, Slate, Meagher & Flom 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: December 15, 2025

FAQ

What did ServiceNow, Inc. (NOW) disclose on December 15, 2025?

On December 15, 2025, ServiceNow, Inc. stated that it filed a prospectus supplement to its effective registration statement on Form S-3ASR covering the resale from time to time by certain stockholders of shares of its common stock.

What is the purpose of the prospectus supplement filed by ServiceNow (NOW)?

The prospectus supplement covers the resale from time to time by certain stockholders of shares of ServiceNow’s common stock that they acquired in connection with the company’s acquisition of Moveworks, Inc.

How were the shares covered by ServiceNow’s prospectus supplement originally acquired?

The shares of ServiceNow common stock covered by the prospectus supplement were acquired by certain stockholders in connection with ServiceNow’s acquisition of Moveworks, Inc.

Which law firm provided the legal opinion related to the ServiceNow (NOW) shares?

The legal opinion relating to the validity of the shares covered by the prospectus supplement was provided by Skadden, Arps, Slate, Meagher & Flom LLP.

What exhibits did ServiceNow include with this report?

ServiceNow listed three exhibits: 5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP; 23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1); and 104 Cover Page Interactive Data File with Inline XBRL tags.

On which exchange is ServiceNow common stock listed and what is its trading symbol?

ServiceNow’s common stock, par value $0.001 per share, is listed on The New York Stock Exchange under the trading symbol NOW.