ServiceNow Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement
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| 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.
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 | ||||||