← ServiceNow, Inc. (NOW)

events.md

Published

## Filings that contain financial statements

- **8-K filed July 22, 2026** (accession 0001373715-26-000072): the furnished press release (Exhibit 99.1) contains ServiceNow's condensed consolidated statements of operations, balance sheets, and statements of cash flows for the three and six months ended June 30, 2026, plus GAAP-to-non-GAAP reconciliations.
- **8-K filed April 22, 2026** (accession 0001373715-26-000054): Exhibit 99.1 contains the condensed consolidated financial statements for the three months ended March 31, 2026.
- **8-K filed January 28, 2026** (accession 0001373715-26-000005): Exhibit 99.1 contains the condensed consolidated financial statements for the three months and year ended December 31, 2025 (full-year GAAP figures).
- **8-K filed October 29, 2025** (accession 0001373715-25-000305): Exhibit 99.1 contains the condensed consolidated financial statements for the three months ended September 30, 2025.
- **8-K filed July 23, 2025** (accession 0001373715-25-000274): Exhibit 99.1 contains the condensed consolidated financial statements for the three months ended June 30, 2025.

(ServiceNow is a domestic filer; its 10-K and 10-Qs also carry the audited/quarterly statements. The above are the earnings-release furnishings that carry the same period's financial statements in a stand-alone exhibit.)

## Earnings and guidance

- **Q2 2026 (reported July 22, 2026; accession 0001373715-26-000072):** Subscription revenues of $3,877 million, up 24.5% year over year (23% in constant currency); total revenues of $3,987 million, up 24%. Current remaining performance obligations (cRPO) reached $13.20 billion (up 21%) and total remaining performance obligations (RPO) reached $29.0 billion (up 21%). GAAP net income was $298 million ($0.29 per diluted share); non-GAAP net income was $930 million ($0.90 per diluted share). ServiceNow said it beat the high end of guidance across all topline and profitability metrics and raised its full-year 2026 subscription revenues guidance to $15,760-$15,780 million (22.5% GAAP growth), citing net-new ACV strength. Third-quarter 2026 guidance calls for subscription revenues of $3,975-$3,980 million (20.5% growth).
- **Q1 2026 (reported April 22, 2026; accession 0001373715-26-000054):** Subscription revenues of $3,671 million, up 22% year over year; total revenues of $3,770 million, up 22%. cRPO was $12.64 billion (up 22.5%) and RPO was $27.7 billion (up 25%). The company again beat the high end of guidance and raised its full-year subscription revenues outlook.
- **Q4 and full-year 2025 (reported January 28, 2026; accession 0001373715-26-000005):** Subscription revenues of $3,466 million in Q4, up 21% year over year; total revenues of $3,568 million, up 20.5%. cRPO was $12.85 billion (up 25%) and RPO was $28.2 billion (up 26.5%). The company said it exceeded guidance across all Q4 metrics and issued 2026 guidance.
- **Q3 2025 (reported October 29, 2025; accession 0001373715-25-000305):** Subscription revenues of $3,299 million, up 21.5% year over year; total revenues of $3,407 million, up 22%. The company raised its 2025 subscription revenue, operating margin, and free cash flow guidance.
- **Q2 2025 (reported July 23, 2025; accession 0001373715-25-000274):** Subscription revenues of $3,113 million, up 22.5% year over year; total revenues of $3,215 million, up 22.5%. The company said it exceeded guidance across all Q2 metrics.

## Mergers and acquisitions

- **Armis Security Ltd. - signed and closed.** ServiceNow's Annual Report on Form 10-K for fiscal 2025 (filed January 29, 2026; accession 0001373715-26-000007) disclosed that in December 2025 the company signed a definitive agreement to acquire Armis, a cyber-exposure management and cyber-physical security solutions provider, for approximately $7.75 billion in cash, with closing then expected in the second half of 2026. The deal closed earlier than that timetable: ServiceNow's April 22, 2026 earnings release (accession 0001373715-26-000054) states the acquisition of Armis closed on April 20, 2026. On April 17, 2026, ServiceNow entered into a $4 billion unsecured Term Loan Credit Agreement with JPMorgan Chase Bank, N.A. as administrative agent, maturing October 16, 2026, to finance a portion of the cash consideration for the Armis acquisition (8-K filed April 22, 2026, accession 0001373715-26-000054, Item 1.01).
- **Veza Technologies - closed.** ServiceNow's Q4/full-year 2025 earnings release (accession 0001373715-26-000005) disclosed the company's intent to acquire Veza, an identity-security provider, with closing expected in the first half of 2026. The April 22, 2026 earnings release (accession 0001373715-26-000054) confirms the acquisition of Veza closed on March 2, 2026.
- **Moveworks, Inc. - closed.** ServiceNow closed its acquisition of Moveworks on December 15, 2025 (disclosed in the January 28, 2026 earnings release, accession 0001373715-26-000005). A related 8-K filed December 15, 2025 (accession 0001373715-25-000329) covers a prospectus supplement for the resale of shares issued to former Moveworks stockholders in the deal, together with a related legal opinion.
- **Logik.io Inc. - closed (pre-period).** An 8-K filed September 26, 2025 (accession 0001373715-25-000300) discloses a post-closing price adjustment of 609 additional shares issued to former Logik.io stockholders under the merger agreement, confirming that acquisition had already closed.

## Capital structure and financing

- **5-for-1 stock split, effective December 17, 2025.** ServiceNow's board approved the split on October 29, 2025, subject to shareholder approval (8-K accession 0001373715-25-000305); shareholders approved the related charter amendment at a December 5, 2025 special meeting, and the board approved and declared the split that same day (8-K accession 0001373715-25-000321; 10-K accession 0001373715-26-000007). Each shareholder of record as of December 16, 2025 received four additional shares for each share held; trading began on a split-adjusted basis on or about December 18, 2025.
- **Share repurchase authorization.** On January 28, 2026, ServiceNow's board authorized an additional $5.0 billion for share repurchases, on top of roughly $1.4 billion remaining under prior authorizations, and the company said it planned an imminent $2 billion accelerated share repurchase (8-K accession 0001373715-26-000005).
- **$4 billion senior notes offering, completed May 15, 2026.** ServiceNow issued $750 million of 4.250% notes due 2028, $600 million of 4.700% notes due 2031, $650 million of 5.050% notes due 2033, $1.25 billion of 5.400% notes due 2036, and $750 million of 6.300% notes due 2056, under an indenture with U.S. Bank Trust Company, National Association as trustee (8-K accession 0001193125-26-226644).
- **$3 billion revolving credit facility and commercial paper program, established April 1, 2026.** ServiceNow entered into a $3 billion unsecured revolving credit facility with JPMorgan Chase Bank, N.A. as administrative agent, maturing April 1, 2031 (expandable by up to $2 billion), and established a commercial paper program with a $3 billion outstanding cap. No amounts had been drawn or issued as of the filing date (8-K accession 0001373715-26-000030).
- **$4 billion Armis term loan, entered April 17, 2026** (see M&A section above; 8-K accession 0001373715-26-000054).

## Management and governance

- **Chief Accounting Officer transition, effective February 17, 2026.** ServiceNow's board appointed Danielle Fontaine as Chief Accounting Officer and Corporate Controller; Kevin McBride, the outgoing Chief Accounting Officer, was promoted to Executive Vice President, Accounting and Corporate Services (8-K accession 0001373715-26-000012).
- **CEO employment agreement and severance policy amended, effective January 1, 2026.** ServiceNow amended CEO William R. McDermott's employment agreement to extend his service through at least December 31, 2030 in a CEO, co-CEO, Executive Chairman, or Non-Executive Chairman capacity, and amended its Executive Severance Policy's change-in-control and other termination benefits for the CEO role (8-K accession 0001373715-25-000335).
- **2026 Annual Meeting results, May 21, 2026.** Shareholders elected all nine director nominees, approved (on an advisory basis) 2025 executive compensation, elected to hold future say-on-pay votes annually, ratified PricewaterhouseCoopers LLP as auditor, approved an amendment to the Amended and Restated 2021 Equity Incentive Plan increasing the reserved share pool by 38,000,000 shares, and rejected a shareholder proposal on written consent (8-K accession 0001373715-26-000065).
- **Rule 10b5-1 trading plan terminations, disclosed February 17, 2026.** ServiceNow disclosed that CEO William R. McDermott, CFO Gina Mastantuono, Vice Chairman Nicholas Tzitzon, Chief People and AI Enablement Officer Jacqueline Canney, and Special Counsel Russell Elmer terminated their Rule 10b5-1 trading plans, cancelling planned stock sales; the 8-K does not state a termination date. On February 13, 2026, Mr. McDermott separately entered into an agreement to purchase $3 million of ServiceNow common stock on February 27, 2026 (8-K accession 0001373715-26-000014).

Not reflected as a distinct event: ServiceNow has not filed an 8-K specifically announcing the signing of the Armis merger agreement; that disclosure first appears in the fiscal 2025 Form 10-K, with the closing subsequently confirmed in the Q1 2026 earnings release.