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  4. [8-K] ServiceNow, Inc. Reports Material Event

ServiceNow (NYSE: NOW) issues $4,000,000,000 across five note tranches

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

ServiceNow, Inc. completed an offering of $4,000,000,000 aggregate principal amount of notes. The company issued $750,000,000 of 4.250% Notes due 2028, $600,000,000 of 4.700% Notes due 2031, $650,000,000 of 5.050% Notes due 2033, $1,250,000,000 of 5.400% Notes due 2036, and $750,000,000 of 6.300% Notes due 2056.

The notes were issued under an existing Registration Statement on Form S-3, using a preliminary and final prospectus supplement dated May 12, 2026. ServiceNow entered into an Underwriting Agreement with major investment banks and issued the notes pursuant to an Indenture and First Supplemental Indenture with U.S. Bank Trust Company, National Association, as trustee.

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Insights

ServiceNow adds $4,000,000,000 of fixed-rate debt across multiple maturities.

ServiceNow, Inc. issued five tranches of fixed-rate notes totaling $4,000,000,000, with coupons from 4.250% to 6.300% and maturities ranging from 2028 to 2056. The issuance was conducted off an existing shelf registration using standard underwriting and indenture arrangements.

This multi-maturity structure staggers future repayment dates in 2028, 2031, 2033, 2036, and 2056, which can help manage refinancing risk over time. The excerpt does not detail the company’s prior leverage or specific uses of proceeds, so the direct impact on overall risk and growth strategy is not quantified here.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
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.
Total notes issued $4,000,000,000 aggregate principal amount Completed offering of notes
2028 Notes tranche $750,000,000 at 4.250% 4.250% Notes due 2028
2031 Notes tranche $600,000,000 at 4.700% 4.700% Notes due 2031
2033 Notes tranche $650,000,000 at 5.050% 5.050% Notes due 2033
2036 Notes tranche $1,250,000,000 at 5.400% 5.400% Notes due 2036
2056 Notes tranche $750,000,000 at 6.300% 6.300% Notes due 2056
Registration Statement on Form S-3 regulatory
"The offering of the Notes was made pursuant to the Company’s Registration Statement on Form S-3"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
Underwriting Agreement financial
"the Company entered into an Underwriting Agreement dated as of May 12, 2026"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
Indenture financial
"The Notes were issued pursuant to an Indenture with U.S. Bank Trust Company, National Association, as trustee"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
First Supplemental Indenture financial
"as supplemented by the first supplemental indenture thereto, dated as of May 15, 2026"
aggregate principal amount financial
"completed an offering of $4,000,000,000 aggregate principal amount of notes"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
prospectus supplement regulatory
"a preliminary prospectus supplement dated May 12, 2026 and a related final prospectus supplement dated May 12, 2026"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

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

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FAQ

What type of financing did ServiceNow (NOW) complete in May 2026?
ServiceNow completed an offering of $4,000,000,000 aggregate principal amount of notes. The issuance used its existing Form S-3 registration statement, with a preliminary and final prospectus supplement both dated May 12, 2026, and was underwritten by several major investment banks.

How is ServiceNow (NOW)'s $4,000,000,000 notes offering structured by maturity?
The offering is split into five tranches with staggered maturities: notes due 2028, 2031, 2033, 2036, and 2056. This laddered schedule spreads repayment obligations across three decades, rather than concentrating them in a single year or short period.

What interest rates apply to ServiceNow (NOW)'s new notes?
ServiceNow’s notes carry fixed coupons of 4.250% due 2028, 4.700% due 2031, 5.050% due 2033, 5.400% due 2036, and 6.300% due 2056. Each rate is tied to a specific maturity, creating a stepped interest-cost profile over time.

Which banks underwrote ServiceNow (NOW)'s $4,000,000,000 notes issuance?
Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC acted as representatives of the underwriters. Their roles are defined in an Underwriting Agreement dated May 12, 2026, referenced as Exhibit 1.1 in the filing.
false 0001373715 0001373715 2026-05-12 2026-05-12
 
 

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): May 12, 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 1.01.

Entry into a Material Definitive Agreement.

On May 15, 2026, ServiceNow, Inc. (the “Company”) completed an offering of $4,000,000,000 aggregate principal amount of notes, consisting of $750,000,000 aggregate principal amount of its 4.250% Notes due 2028 (the “2028 Notes”), $600,000,000 aggregate principal amount of its 4.700% Notes due 2031 (the “2031 Notes”), $650,000,000 aggregate principal amount of its 5.050% Notes due 2033 (the “2033 Notes”), $1,250,000,000 aggregate principal amount of its 5.400% Notes due 2036 (the “2036 Notes”), and $750,000,000 aggregate principal amount of its 6.300% Notes due 2056 (the “2056 Notes” and, together with the 2028 Notes, the 2031 Notes, the 2033 Notes, and the 2036 Notes, the “Notes”). The offering of the Notes was made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-279150), including the prospectus contained therein, filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, a preliminary prospectus supplement dated May 12, 2026 and a related final prospectus supplement dated May 12, 2026.

In connection with the issuance of the Notes, the Company entered into an Underwriting Agreement dated as of May 12, 2026 (the “Underwriting Agreement”) with Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives (the “Representatives”) of the several underwriters listed in Schedule II to the Underwriting Agreement. The foregoing description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated by reference herein.

The Notes were issued pursuant to an Indenture with U.S. Bank Trust Company, National Association, as trustee, dated as of May 15, 2026 (the “Base Indenture”), as supplemented by the first supplemental indenture thereto, dated as of May 15, 2026 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Base Indenture, the First Supplemental Indenture, and the forms of the 2028 Notes, the 2031 Notes, the 2033 Notes, the 2036 Notes and the 2056 Notes are attached hereto as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6 and 4.7, respectively, and are incorporated by reference herein.

The above description of the Underwriting Agreement, the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, the Indenture, and the forms of Notes.

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is incorporated herein by reference.

 

Item 8.01.

Other Events.

Skadden, Arps, Slate, Meagher & Flom LLP, counsel to ServiceNow, has issued an opinion to ServiceNow dated May 15, 2026 regarding the legality of the Notes. A copy of the opinion is filed as Exhibit 5.1 hereto.

Item 9.01

Exhibits.

(d) Exhibits.

 

1.1    Underwriting Agreement, dated May 12, 2026, by and among ServiceNow, Inc. and Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as the representatives of the underwriters named on Schedule II thereto.
4.1    Indenture, dated May 15, 2026, by and between ServiceNow, Inc. and U.S. Bank Trust Company, National Association, as trustee.
4.2    First Supplemental Indenture, dated May 15, 2026, by and between ServiceNow, Inc. and U.S. Bank Trust Company, National Association, as trustee.
4.3    Form of Note for ServiceNow, Inc.’s 4.250% Notes due 2028 (incorporated by reference from Exhibit 4.2 hereto).
4.4    Form of Note for ServiceNow, Inc.’s 4.700% Notes due 2031 (incorporated by reference from Exhibit 4.2 hereto).
4.5    Form of Note for ServiceNow, Inc.’s 5.050% Notes due 2033 (incorporated by reference from Exhibit 4.2 hereto).
4.6    Form of Note for ServiceNow, Inc.’s 5.400% Notes due 2036 (incorporated by reference from Exhibit 4.2 hereto).
4.7    Form of Note for ServiceNow, Inc.’s 6.300% Notes due 2056 (incorporated by reference from Exhibit 4.2 hereto).
5.1    Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
23.1    Consent of Skadden, Arps, Slate, Meagher & Flom LLP (contained in Exhibit 5.1 above).
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/ Hossein Nowbar

            Hossein Nowbar
            President and Chief Legal Officer
Date: May 15, 2026      

Source: View Original Filing on SEC EDGAR

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