Form D: ServiceNow reports $389.06M offering tied to Logik.io deal

Rhea-AI Filing Summary

ServiceNow, Inc. filed a Form D reporting a Regulation D Rule 506(b) exempt offering tied to the closing of its acquisition of Logik.io Inc. As consideration for that acquisition the company issued 469,108 shares of common stock. The filing reports a total offering amount of $389,064,101 and shows $389,064,101 has been sold with $0 remaining to be sold. The notice lists 40 investors in the offering, specifies no sales commissions or finders' fees, and indicates no proceeds were used to pay named executives, directors or promoters. The filing is signed by the company General Counsel.

Positive

• Acquisition consideration disclosed: 469,108 shares of common stock were issued in connection with the Logik.io Inc. acquisition
• Full offering amount sold: $389,064,101 reported as sold with $0 remaining to be sold
• No sales commissions or finders' fees: Sales Commissions $0 and Finders' Fees $0
• No proceeds to insiders: $0 of gross proceeds used to pay executive officers, directors, or promoters

Negative

• None.

Insights

M&A Specialist

TL;DR: Stock issued as acquisition consideration; $389.1M sold total, fully allocated to investors across 40 participants.

This Form D documents an exempt securities notice under Rule 506(b) related to the closing of ServiceNow's acquisition of Logik.io Inc. The company issued 469,108 shares of common stock as consideration. The filing reports $389,064,101 as the total offering amount and indicates that entire amount has been sold, with no remaining securities to sell. From an M&A standpoint, using equity to satisfy acquisition consideration is common and dilutive effects depend on share count and valuation not provided here. The absence of sales commissions and finder fees suggests the issuance was handled internally or as direct consideration rather than a brokered offer.

Corporate Governance Expert

TL;DR: Disclosure is straightforward; issuance tied to acquisition and signed by General Counsel, with no insider proceeds reported.

The Form D provides clear identification of related persons including executive officers and directors and discloses that no offering proceeds were paid to these named individuals. The filing indicates the offering was a new notice reporting a first sale on 2025-05-30 and a closed offering at filing time. For governance review, key items are present: issuer identity, exemption claimed, number of investors, and confirmation of no commissions or insider payments. Material specifics about valuation, total shares outstanding, or dilution magnitude are not included in this notice and would require other filings for full assessment.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001373715

SERVICE-NOW.COM

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

ServiceNow, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
ServiceNow, Inc.
Street Address 1		Street Address 2
2225 LAWSON LANE
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
SANTA CLARA	CALIFORNIA	95054	408-501-8550

3. Related Persons

Last Name	First Name	Middle Name
McDermott	William	R
Street Address 1	Street Address 2
2225 Lawson Lane
City	State/Province/Country	ZIP/PostalCode
Santa Clara	CALIFORNIA	95054

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Bostrom	Susan	L
Street Address 1	Street Address 2
2225 Lawson Lane
City	State/Province/Country	ZIP/PostalCode
Santa Clara	CALIFORNIA	95054

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Briggs	Teresa
Street Address 1	Street Address 2
2225 Lawson Lane
City	State/Province/Country	ZIP/PostalCode
Santa Clara	CALIFORNIA	95054

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Chadwick	Jonathan	C
Street Address 1	Street Address 2
2225 Lawson Lane
City	State/Province/Country	ZIP/PostalCode
Santa Clara	CALIFORNIA	95054

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Chamberlain	Paul	E
Street Address 1	Street Address 2
2225 Lawson Lane
City	State/Province/Country	ZIP/PostalCode
Santa Clara	CALIFORNIA	95054

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Jackson Jr	Lawrence	J
Street Address 1	Street Address 2
2225 Lawson Lane
City	State/Province/Country	ZIP/PostalCode
Santa Clara	CALIFORNIA	95054

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Luddy	Frederic	B
Street Address 1	Street Address 2
2225 Lawson Lane
City	State/Province/Country	ZIP/PostalCode
Santa Clara	CALIFORNIA	95054

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Quinlan	Joseph	"Larry"
Street Address 1	Street Address 2
2225 Lawson Lane
City	State/Province/Country	ZIP/PostalCode
Santa Clara	CALIFORNIA	95054

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Sands	Anita	M
Street Address 1	Street Address 2
2225 Lawson Lane
City	State/Province/Country	ZIP/PostalCode
Santa Clara	CALIFORNIA	95054

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Mastantuono	Gina
Street Address 1	Street Address 2
2225 Lawson Lane
City	State/Province/Country	ZIP/PostalCode
Santa Clara	CALIFORNIA	95054

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Zavery	Amit
Street Address 1	Street Address 2
2225 Lawson Lane
City	State/Province/Country	ZIP/PostalCode
Santa Clara	CALIFORNIA	95054

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Canney	Jacqueline
Street Address 1	Street Address 2
2225 Lawson Lane
City	State/Province/Country	ZIP/PostalCode
Santa Clara	CALIFORNIA	95054

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Tzitzon	Nicholas
Street Address 1	Street Address 2
2225 Lawson Lane
City	State/Province/Country	ZIP/PostalCode
Santa Clara	CALIFORNIA	95054

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Elmer	Russell	S
Street Address 1	Street Address 2
2225 Lawson Lane
City	State/Province/Country	ZIP/PostalCode
Santa Clara	CALIFORNIA	95054

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Fipps	Paul
Street Address 1	Street Address 2
2225 Lawson Lane
City	State/Province/Country	ZIP/PostalCode
Santa Clara	CALIFORNIA	95054

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

X Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
X	Over $100,000,000			Over $100,000,000
	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-05-30				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? X Yes No

Clarification of Response (if Necessary):

In connection with the closing of the acquisition of Logik.io Inc., ServiceNow, Inc. ("Company") issued a total of 469,108 shares of Company common stock.

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$389,064,101	USD	or Indefinite
Total Amount Sold	$389,064,101	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

40

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
ServiceNow, Inc.	/s/ Russell S. Elmer	Russell S. Elmer	General Counsel	2025-09-26

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What did ServiceNow (NOW) disclose in this Form D filing?

The company disclosed a Rule 506(b) exempt offering tied to the Logik.io Inc. acquisition, issuance of 469,108 shares, and a $389,064,101 total offering amount fully sold.

How many investors participated in ServiceNow's offering reported on the Form D?

40 investors are listed as having invested in the offering.

Were there any sales commissions or finders' fees for the offering?

No. The filing reports $0 for sales commissions and $0 for finders' fees.

Did any named executives or directors receive proceeds from the offering?

No. The filing states $0 of gross proceeds were used to pay any executive officers, directors, or promoters named in the notice.

What exemption did ServiceNow claim for this offering?

ServiceNow claimed the Rule 506(b) exemption under Regulation D.