ServiceNow (NOW) 10-K risk factor changes: FY2024 vs FY2023

The occurrence of any of the following risks, or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial, could materially and adversely affect our business, financial [removed: condition or] [added: condition,] results of [removed: operations or cause our] [added: operations,] stock price [removed: to decline.][added: or reputation.]

- Laws, regulations and customer expectations regarding the use, storage and movement of data may restrict our ability to continue to optimize our [removed: platform and adversely affect our business.][added: platform.]

- [removed: If we fail] [added: A failure] to innovate in response to rapidly evolving technological [added: changes] and [added: in the midst of an intensely competitive] market [removed: developments and customer needs,] [added: may harm] our competitive position and business [removed: prospects may be harmed.][added: prospects.]

- We rely on our network of partners for an increasing portion of our revenues, and if these partners fail to perform, our [removed: ability to sell and distribute our products may be impacted, and our operating results and growth rate] [added: business] may be harmed.

- [removed: Targeting larger enterprise customers may result in] [added: Our customer deals are becoming more complex, which tend to involve] longer and more expensive sales cycles, increased pricing pressure and implementation and configuration challenges.

- As we acquire or invest in companies and technologies, we may not realize the expected business or financial benefits and the acquisitions and investments may divert our management’s attention and result in additional shareholder [removed: dilution.][added: dilution or costs.]

- Actual or perceived cybersecurity events experienced by us or our third-party service providers may create the perception that our platform is not secure, and we may lose customers or incur significant [removed: liabilities, which would harm our business, financial condition and operating results.][added: liabilities.]

[removed: - If we] [added: We may] lose key members of our management team or qualified employees or [removed: are unable] [added: may not be able] to attract and retain the employees we [removed: need, our costs may increase and our business and operating results may be adversely affected.][added: need.]

- Disruptions or defects in our services could damage our customers’ businesses, subject us to substantial liability and harm our [removed: reputation and financial results.][added: business.]

- Delays in improving our information systems and processes could interfere with our ability to support our existing and growing customer and employee base [removed: and could adversely impact our business.][added: as we scale.]

- [removed: Natural] [added: We may face natural] disasters, including climate change, and other events beyond our [removed: control could harm our business.][added: control.]

- Changes in our effective tax rate or disallowance of our tax positions may adversely affect our [removed: financial position and results.][added: business.]

- [removed: Our debt service obligations] [added: We] may [added: be] adversely [removed: affect] [added: affected by] our [removed: financial condition.][added: debt service obligations.]

- [removed: Global economic conditions may harm our industry, business] [added: Our industry] and [removed: results of operations.][added: business may be harmed by global economic conditions.]

- Our stock price is likely to continue to be [removed: volatile and could subject us to litigation.][added: volatile.]

- Provisions in our governing [removed: documents,] [added: documents or] Delaware law [removed: or 2030 Notes] might discourage, delay or prevent a change of control or changes in our management and, therefore, depress our stock price.

Laws, regulations and customer expectations regarding the use, storage and movement of data may restrict our ability to continue to optimize our [removed: platform and adversely affect our business.][added: platform.]

For example, the EU Data Act [removed: is a proposed law with potential] [added: has] significant requirements regarding data portability, interoperability and accessibility and unclear data transfer restrictions, any of which could impact our operations.

[removed: As we continue to innovate and improve the offerings on our platform by leveraging machine learning and AI, our] [added: Our] business model may be affected by global trends and laws that [removed: regulate] [added: govern] the use of AI and machine learning.

[removed: Such] [added: These and other] laws or regulations [removed: not only] may cause us to modify our data handling [added: and compliance] practices, which could be costly or [removed: burdensome, it also] [added: disruptive to our operations, and] may [added: also] impact our ability to use certain data [removed: for developing] [added: to support] our products or [removed: impede customers regulated by such laws and regulations] [added: our product development efforts or hinder our customers’ ability] to adopt [added: or continue to use] our products.

[removed: In addition, we] [added: We] may [removed: become subject to] [added: face] new or heightened legal, ethical [removed: or] [added: and] other challenges arising out of the perceived or actual impact of AI on human rights, intellectual property, [removed: privacy,] [added: privacy] and employment, among other [removed: issues, and we may experience brand or reputational harm, legal liability or increased costs associated with those issues.][added: areas.]

We offer region-specific services, by which customer data is hosted locally and customers may elect to receive support from [removed: locally based] [added: locally-based] ServiceNow teams.

Actual or perceived non-compliance with those laws and regulations could result in proceedings or investigations against us by regulatory authorities or others, lead to significant fines, damages, orders, litigation or reputational harm and may otherwise adversely impact our [removed: business, financial condition and operating results.][added: business.]

[removed: Further,] [added: With this rapid evolution,] we [added: are increasingly competing with alternative solutions and approaches to solve customer needs, and we] expect additional competition as we shift our products and services to compete with providers in [added: new and] adjacent markets.

They may utilize acquisitions, integrations or consolidations to offer integrated or bundled products, enhanced [removed: functionality or other advantages.]

If we are not able to compete successfully, we could experience reduced sales and margins, losses or failure of our products to achieve or maintain market [removed: acceptance, any of which could harm our business.][added: acceptance.]

[removed: If we fail] [added: A failure] to innovate in response to rapidly evolving technological [added: changes] and [added: in the midst of an intensely competitive] market [removed: developments and customer needs,] [added: may harm] our competitive position and business [removed: prospects may be harmed.][added: prospects.]

We compete in markets that [removed: continue to] evolve rapidly.

[removed: As digital transformation accelerates across a customer’s enterprise, cutting-edge] [added: Cutting-edge] capabilities such as AI, machine learning, hyper automation, low-code/no-code application development, system observability and predictive insights become increasingly relevant to the customer’s evolving needs.

- keep pace with rapidly changing technological developments, such as AI, which may disrupt [added: resource and] talent needs and the enterprise software marketplace;

- accurately predict [added: and meet] our customers’ changing digital transformation needs, priorities and adoption practices, including their technology infrastructures and buying and budgetary practices;

- successfully deliver [added: and promote] new, scalable technologies and products to meet customer needs and priorities;

- [removed: expand our offerings into industries and] [added: successfully sell] to buyers who are not familiar with our offerings;

- profitably and efficiently market and sell [removed: products in markets where] our [removed: sales] [added: new] and [removed: marketing teams have less experience;][added: existing products;]

Further, in response to evolving customer needs, we may make significant investments in changing how we offer our products or services, such as bundling offerings or shifting to [removed: a subscription-based model] [added: consumption-based pricing] for support services or how our services are delivered or priced.

Sales outside of North America represented [removed: 36%] [added: 37%] and [removed: 35%] [added: 36%] of our total revenues for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

The growth of our business [removed: and future prospects depend] [added: depends] on our ability to increase our sales outside of the U.S. as a percentage of our total revenues.

[added: We] have made, and will continue to make, substantial investments in data centers, geographic-specific service delivery models, advisory councils, cloud computing infrastructure, sales, marketing, partnership arrangements, personnel and facilities in new geographic markets.

- longer and potentially more complex sales and [removed: accounts receivable] payment [added: receipt] cycles and other collection difficulties;

- more prevalent [removed: cybersecurity and] [added: cybersecurity,] intellectual property [added: and AI] risks; and

- We may not successfully increase our penetration of international markets or manage risks associated with foreign markets.

- Incorporating AI technology into our offerings may result in operational, legal, regulatory, ethical and other challenges.

- We may not be able to protect or enforce our intellectual property rights.

- We may be harmed by foreign currency exchange rate fluctuations.

In addition, the relatively new Trans-Atlantic Data Privacy Framework, which facilitates the transfer of data between the United States (“U.S.”) and European Union (“EU”), may be subject to legal challenges and regulatory interpretations that could create uncertainties and impact our operations and compliance obligations.

functionality or other advantages.

Competition from cloud-based vendors may increase as they build business applications or AI powered automation solutions that compete with our products and services.

We may also encounter customer reluctance or unwillingness to migrate away from their current solutions.

- expand our offerings into new and adjacent industries and comply with regulations in such industries;

- effectively scale our business processes and operations as we grow;

- promote ongoing customer relationships and customer value realization;

However, customers may not be satisfied with these changes and, therefore, may not grow or maintain their business with us.

We may not successfully increase our penetration of international markets or manage risks associated with foreign markets.

Incorporating AI technology into our offerings may result in operational, legal, regulatory, ethical and other challenges.

We are increasingly innovating and expanding offerings on our platform by integrating AI technology.

We expect AI to be an increasingly important driver of future growth, although, like many innovations, it presents risks and uncertainties that may impact our ability to realize its desired or anticipated benefits for our business.

AI technology is rapidly evolving and to remain competitive, we will need to make significant investments to continue to successfully develop and incorporate the technology into our products.

Our ability to incorporate AI technology into our products depends on the availability and pricing of third-party hardware and software equipment and technical infrastructure.

Our competitors or other third parties may develop or incorporate AI into their products more quickly or successfully than us.

Other companies may also have or in the future may obtain intellectual proprietary rights that would prevent, limit, or interfere with our ability to make, use, or sell our AI products.

For these reasons, among others, we may not be able to compete effectively in the evolving AI market.

For example, the EU AI Act places new requirements on providers of AI technologies that will need to be addressed in alignment with various deadlines in the coming years.

For example, our use of AI could lead to copyright infringement or other intellectual property claims, potentially requiring us to pay compensation or licensing fees to third parties.

Additionally, social and ethical concerns surrounding the use of AI in our offerings could harm our brand and may cause us to incur additional costs.

Failure by us or others in our industry to adequately address these concerns could erode public confidence in AI and slow adoption of AI in our products.

Additionally, our relationships with partners may require us, along with our partners, to comply with complex regulations, contractual requirements and government procurement rules.

Failure to adhere to these requirements could result in the loss of business opportunities, potential liabilities or penalties.

Across the globe, we have seen political volatility increase, with rapid changes in governments and increased partisanship affecting many aspects of government, including the ability to approve budgets and make commitments.

This can significantly delay or impair a government’s ability to contract for software and services such as ours.

For example, as disclosed in Note 17 in the notes to our consolidated financial statements, the Company informed certain U.S. government agencies of an internal investigation and preliminary findings and is cooperating with, among others, the Department of Justice, which commenced its own investigation into the matters.

In the United States, our federal business has been concentrated with a small number of third-party distributors, resellers or service providers.

If one of those third parties is limited in its ability to do business with the government due to a regulatory or legal issue arising from their own conduct and we are not able to move our business to another third party, our business could be negatively impacted.

In addition, we are subject to customs laws that may impose tariffs on us, directly or indirectly.

Higher tariffs on imports related to our operations could increase our operating costs.

The customer deals we pursue are becoming more complex as we engage with increasingly larger enterprise customers with multiple workflow products that span the enterprise.

These transactions are intended to, among other things, expand or improve our service offerings and functionality, go-to-market and sales efforts, our operations or our ability to source necessary expertise and provide services in international locations.

Supply chain attacks have also increased in frequency and severity.

We have identified vulnerabilities in our products and services in the past and expect to continue to do so in the future.

Also, certain persons, including researchers, have in the past not abided by, and may in the future not abide by, our responsible disclosure program, which has resulted in, and could in the future result in the compromise of our systems or our or our customers’ data.

While our software is delivered with certain preset configurations, we

- We participate in intensely competitive markets, and if we do not compete effectively, our business and operating results will be harmed.

- If we are unsuccessful in increasing our penetration of international markets or managing the risks associated with foreign markets, our business and operating results will be adversely affected.

- Lawsuits by third parties that allege we infringe their intellectual property rights could harm our business and operating results.

- Our intellectual property protections may not provide us with a competitive advantage, and defending our intellectual property may result in substantial expenses that harm our operating results.

- Foreign currency exchange rate fluctuations could harm our financial results.

In addition, although the new Trans-Atlantic Data Privacy Framework (which replaced the prior Privacy Shield) has been approved, which could facilitate the transfer of data between the United States (“U.S.”) and European Union (“EU”), there remains a possibility that this framework could be challenged in court.

We participate in intensely competitive markets, and if we do not compete effectively, our business and operating results will be harmed.

The markets for our enterprise cloud solutions are rapidly evolving and highly competitive, with relatively low barriers to entry.

As the market for digital workflow products and offerings matures and new technologies, in-house solutions and competitors enter the market, we increasingly compete with alternative solutions and approaches to solve customer needs or experience customer reluctance or unwillingness to migrate away from their current solutions.

In addition, competition from cloud-based vendors may increase as they partner with on-premises hardware providers to deliver their cloud platform as an on-premises or data localized solution.

If customers are dissatisfied with these changes, our business could be materially adversely impacted.

If we are unsuccessful in increasing our penetration of international markets or managing the risks associated with foreign markets, our business and operating results will be adversely affected.

We

Each of these difficulties could have a material adverse effect on our business and results of operations.

subject us to significant risks such as adverse media coverage and/or severe criminal or civil sanctions, which could materially adversely affect our reputation, business, operating results, and prospects.

The occurrence of any of these risks could harm our business, operating results and financial condition.

procedures, including malicious code, ransomware, social engineering, business email compromises, supply chain attacks, denial of service attacks and similar internet-enabled, fraudulent activity.

in sufficient amounts to cover potential losses from a security incident or that an insurer will not deny coverage as to any future claim.

in interruptions in our services.

Lawsuits by third parties that allege we infringe their intellectual property rights could harm our business and operating results.

Any claim or litigation against us could be costly, time-consuming and divert the attention of management and key personnel from our business operations and harm our financial condition and operating results.

Our intellectual property protections may not provide us with a competitive advantage, and defending our intellectual property may result in substantial expenses that harm our operating results.

competitive advantages or other value.

Policing unauthorized use of our IP and technology is difficult.

Our IP rights may be challenged by others or invalidated through administrative proceedings or litigation.

Unsuccessful, lengthy, or costly implementations and integrations could

We have published environmental, social, and governance (“ESG”) initiatives, goals and commitments.

We also expect our costs to increase in

Any changes in federal, state or international tax laws or tax rulings may increase our worldwide effective tax rate and harm our financial position and results of operations.

Foreign currency exchange rate fluctuations could harm our financial results.

This could materially adversely affect our business, operating results, and financial condition.

- provide that directors may only be removed “for cause” and only with the approval of 66 2/3% of our shareholders;

In addition, the terms of our 2030 Notes may cause a delay or prevent a change in control of our company, as they allow noteholders to require us to repurchase their notes upon the occurrence of a change in control repurchase event.

*This section of our Annual Report on Form 10-K discusses our financial condition and results of operations for the fiscal years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and year-to-year comparisons between fiscal [removed: 2023] [added: 2024] and fiscal [removed: 2022] [added: 2023] in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”).

A discussion of our financial condition and results of operations for the fiscal year ended December 31, [removed: 2021] [added: 2022] and year-to-year comparisons between fiscal [removed: 2022] [added: 2023] and fiscal [removed: 2021] [added: 2022] that is not included in this Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2022,] [added: 2023,] filed on January [removed: 31, 2023.*][added: 25, 2024.*]

*Our free cash flow [removed: measure] [added: and non-GAAP consolidated income from operations measures] included in the section entitled “—Key Business Metrics—Free Cash [removed: Flow,” is] [added: Flow” and “—Key Business Metrics—Non-GAAP Consolidated Income from Operations” are] not in accordance with GAAP.

[removed: This] [added: These] non-GAAP financial [removed: measure is] [added: measures are] not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP.

[removed: This measure] [added: These measures] may be different from non-GAAP financial measures used by other companies, limiting [removed: its] [added: their] usefulness for comparison purposes.

[removed: The] [added: Transformations enabled by the] Now Platform [removed: automates workflows] [added: rapidly automate business processes] across an entire enterprise by [added: seamlessly] connecting disparate departments, systems and silos [removed: in a seamless way] to unlock productivity and improve experiences for both employees and customers.

While these events are still evolving and the [removed: outcome remains] [added: outcomes remain] highly uncertain, we do not believe [removed: the] [added: these] conflicts will have a material impact on our business and results of operations.

Our customers in these regions represented an immaterial portion of our net assets and total consolidated revenues both as of and for the [removed: year] [added: years] ended December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022.][added: 2023.]

Additionally, other macroeconomic events, including [removed: rising] [added: higher] interest rates, global inflation and bank failures, have led to economic uncertainty in the global economy.

We have not experienced any impact to our liquidity or to our current and projected business operations and financial condition due to recent [removed: bank failures.][added: macroeconomic events.]

Furthermore, the majority of our non-marketable equity investments do not have material relationships with any one financial institution, and therefore, we believe that our exposure to loss [added: as a result of bank failure] is immaterial.

See the “Risk Factors” section in Part I, Item 1A of this Annual Report for further discussion of the possible impact of [removed: the above] conflicts and macroeconomic events on our business and financial results.

As of December 31, [removed: 2023,] [added: 2024,] our RPO was [removed: $18.0] [added: $22.3] billion, of which [removed: 48%] [added: 46%] represented cRPO.

RPO and cRPO increased by [removed: 29%] [added: 23%] and [removed: 24%,] [added: 19%,] respectively, compared to December 31, [removed: 2022.][added: 2023.]

We had [removed: 1,897, 1,643,] [added: 2,109, 1,885,] and [removed: 1,350] [added: 1,626] customers with ACV greater than $1 million as of December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net cash provided by operating activities | | | $ | [removed: 3,398] [added: 4,267] | | | | | $ | [removed: 2,723] [added: 3,398] | | | | | $ | [removed: 2,191] [added: 2,723] | |

| Purchases of property and equipment | | | [removed: (694)] [added: (852)] | | | | | | [removed: (550)] [added: (694)] | | | | | | [removed: (392)] [added: (550)] | | |

| Business combination and other related costs | | | [removed: 24] [added: 23] | | | | | | [removed: 7] [added: 24] | | | | | | [removed: 53] [added: 7] | | |

| Free cash flow | | | $ | [removed: 2,728] [added: 3,455] | | | | | $ | [removed: 2,180] [added: 2,728] | | | | | $ | [removed: 1,867] [added: 2,180] | |

Additionally, we have historically seen higher disbursements in the quarters ended March 31 and September 30 due to payouts under our annual commission plans, purchases under our employee stock purchase plan, payouts under our bonus plans and coupon payments related to our 2030 [removed: Notes beginning in 2021.][added: Notes.]

Our renewal rate was 98% for each of the years ended December 31, [removed: 2023, 2022,] [added: 2024, 2023] and [removed: 2021.][added: 2022.]

[removed: We] [added: As of December 31, 2024, we] continue to maintain a valuation allowance against our California deferred tax assets due to the uncertainty regarding realizability of these deferred tax assets as they have not met the “more likely than not” realization criteria, particularly as we expect research and development tax credit generation to exceed our ability to use the credits in future years.

[removed: Of the $1.2 billion valuation allowance as of December 31, 2022, we] [added: We] released $1.05 billion of our valuation allowance during the year ended December 31, 2023.

[removed: See] [added: Refer to] Note 16 [removed: –] [added: “Provision for (Benefit from)] Income [removed: Taxes,] [added: Taxes,”] in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information on [removed: discussion on] [added: our] valuation allowance.

This change in accounting estimate [removed: will be] [added: was] effective beginning fiscal year 2024.

Some of our professional services arrangements are on a [removed: fixed fee.][added: fixed-fee basis.]

We also generate revenues from certain professional services and from training of customers and partner personnel, through both our direct team and indirect [removed: channel sales.][added: sales channel.]

Revenues from our direct sales organization represented [added: 78% of our total revenues for the year ended December 31, 2024 and] 79% of our total revenues for each of the years ended December 31, [removed: 2023, 2022] [added: 2023] and [removed: 2021.][added: 2022.]

These expenses are comprised of data center capacity costs, which include colocation costs associated with our data centers as well as interconnectivity between data centers, depreciation related to our infrastructure hardware equipment dedicated for customer use, amortization of intangible assets, expenses associated with software, public cloud service costs, IT services and dedicated customer support, personnel-related costs directly associated with data center operations and customer support, including salaries, benefits, [removed: bonuses and] [added: bonuses,] stock-based compensation and allocated overhead.

Cost of revenues associated with our professional services engagements contracted with third-party partners as a percentage of professional services and other revenues was [removed: 10%, 12%] [added: 24%, 10%] and [removed: 14%] [added: 12%] for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

Research and development expenses consist primarily of personnel-related expenses directly associated with our research and development staff, including salaries, benefits, [removed: bonuses and] [added: bonuses,] stock-based compensation and allocated overhead.

General and administrative expenses consist primarily of personnel-related expenses for our executive, finance, legal, human resources, facilities and administrative personnel, including salaries, benefits, [removed: bonuses and] [added: bonuses,] stock-based compensation, external legal, accounting and other professional services fees, other corporate expenses, amortization of intangible assets and allocated overhead.

[removed: (Benefit from) Provision] [added: Provision] for [added: (Benefit from)] Income Taxes

[removed: (Benefit from) provision] [added: Provision] for [added: (benefit from)] income taxes consists of federal, state and foreign income taxes.

Comparison of the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [added: 2022] | | |

| Subscription | | | $ | [removed: 8,680] [added: 10,646] | | | | | $ | [removed: 6,891] [added: 8,680] | | | | | [removed: 26] [added: 23] | | % |

| Professional services and other | | | [removed: 291] [added: 338] | | | | | | [removed: 354] [added: 291] | | | | | | [removed: (18] [added: 16] | | [removed: %)] [added: %] |

| Total revenues | | | $ | [removed: 8,971] [added: 10,984] | | | | | $ | [removed: 7,245] [added: 8,971] | | | | | [removed: 24] [added: 22] | | % |

Our intelligent platform, the Now Platform, is a cloud-based solution that helps enterprises and organizations across public and private sectors digitize workflows, in line with our purpose of making the world work better for everyone.

The Now Platform is the AI platform for digital transformation.

We are closely monitoring the ongoing conflicts in Russia/Ukraine and the Middle East.

| Legal settlements | | | 17 | | | | | | — | | | | | | — | | |

*Non-GAAP consolidated income from operations.* Non-GAAP consolidated income from operations is identified as an additional measure of profit or loss.

This non-GAAP measure is used by the chief operating decision maker to allocate resources and assess performance.

We define non-GAAP consolidated income from operations as income from operations excluding certain non-cash or non-recurring items, including stock-based compensation expense, amortization of purchased intangibles, legal settlements and business combination and other related costs.

We believe these adjustments provide useful supplemental information to investors and facilitate the analysis of our operating results and comparison of those results across reporting periods.

The following table shows the reconciliation of our reported consolidated income from operations to non-GAAP consolidated income from operations.

| | | | Year Ended December 31, | | | | | | | | | | | | | | |

| GAAP income from operations | | | $ | 1,364 | | | | | $ | 762 | | | | | $ | 355 | |

| Stock-based compensation | | | 1,746 | | | | | | 1,604 | | | | | | 1,401 | | |

| Amortization of purchased intangibles | | | 94 | | | | | | 85 | | | | | | 80 | | |

| Business combination and other related costs | | | 33 | | | | | | 38 | | | | | | 24 | | |

| Legal settlements | | | 17 | | | | | | — | | | | | | — | | |

| Non-GAAP income from operations | | | $ | 3,254 | | | | | $ | 2,489 | | | | | $ | 1,860 | |

As of December 31, 2024 and 2023, we maintained a valuation allowance of $220 million and $196 million, respectively, against our California deferred tax assets due to the uncertainty regarding realizability of these deferred tax assets as they have not met the “more likely than not” realization criteria, particularly as we expect research and development tax credit generation to exceed our ability to use the credits in future years.

Refer to Note 2 “Summary of Significant Accounting Policies,” in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information on our change in estimated useful life of our data center equipment during 2024.

Our income tax provision for the year ended December 31, 2024 is primarily attributable to the mix of earnings and losses in countries with differing statutory tax rates, offset by excess tax benefits of stock-based compensation.

| | | | 2024 | | | | | | 2023 | | | | | | | | |

| | | | 2024 | | | | | | 2023 | | | | | | | | |

| | | | 2024 | | | | | | 2023 | | | | | | | | |

Cost of professional services and other revenues increased by $30 million for the year ended December 31, 2024 as compared to the prior year, primarily due to an increase in partner ecosystem investments to further accelerate customer value realization, partially offset by a decrease in fixed personnel-related costs, including stock-based compensation, due to decreased internal headcount.

| | | | 2024 | | | | | | 2023 | | | | | | | | |

| | | | 2024 | | | | | | 2023 | | | | | | | | |

These costs were partially offset by a decrease in program spend of $12 million for the year ended December 31, 2024, compared to the prior year.

| | | | 2024 | | | | | | 2023 | | | | | | | | |

These costs were partially offset by a decrease in stock-based compensation of $36 million for the year ended December 31, 2024, compared to the prior year, primarily due to the requisite service period of certain performance awards being met.

| | | | 2024 | | | | | | 2023 | | | | | | | | |

We primarily transact in certain foreign currencies for sales outside of the United States.

The movement of the U.S. Dollar had an immaterial impact on our revenues for the year ended December 31, 2024.

The movement of the U.S. Dollar had an immaterial impact on our expenses for the year ended December 31, 2024.

| | | | 2024 | | | | | | 2023 | | | | | | | | |

| | | | 2024 | | | | | | 2023 | | | | | | | | |

Provision for (benefit from) Income Taxes

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2024 | | | | | | 2023 | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

The income tax provision was $313 million for the year ended December 31, 2024.

Our purpose is to make the world work better for everyone.

Our intelligent platform, the Now Platform, is a cloud-based solution with embedded artificial intelligence and machine learning capabilities that helps global enterprises across industries, universities and governments unify and digitize their workflows.

The transformation to digital operations, enabled by the Now Platform, increases our customers’ resiliency and security and delivers great experiences and additional value to their C-suite, employees and consumers.

We are closely monitoring the unfolding events of the Russian invasion of Ukraine and the current armed conflict in Israel and the Gaza Strip.

| Repayments of convertible senior notes attributable to debt discount | | | — | | | | | | — | | | | | | 15 | | |

[Tabl](#i2fb86d8ca224400c9cb48c6bf7d8b20a_7)[e of Contents](#i2fb86d8ca224400c9cb48c6bf7d8b20a_7)

We maintained a valuation allowance of $196 million against our California deferred tax assets.

Based on the carrying amount of data center equipment included in property and equipment, net that are in-service as of December 31, 2023, it is estimated this change will increase our fiscal year 2024 operating income by approximately $100 million.

Our income tax benefit for the year ended December 31, 2023 is primarily attributable to the release of the valuation allowance against certain U.S. federal and state deferred tax assets, excluding California.

The decrease was primarily due to a decrease in contracted third-party partners spend and decreased headcount resulting in a decrease in personnel-related costs, including stock-based compensation.

Because we primarily transact in foreign currencies for sales outside of the United States, the general weakening of the U.S. Dollar relative to certain major foreign currencies (primarily the Euro and British Pound Sterling) during the year ended December 31, 2023 had a favorable impact on our revenues.

For entities reporting in currencies other than the U.S. Dollar, if we had translated our results for the year ended December 31, 2023 at the exchange rates in effect for the year ended December 31, 2022 rather than the actual exchange rates in effect during the period, our reported subscription revenues would have been $34 million lower for the year ended December 31, 2023.

The impact from the foreign currency movements from the year ended December 31, 2022 to the year ended December 31, 2023 was not material to professional services and other revenues.

For entities reporting in currencies other than the U.S. Dollar, if we had translated our results for the year ended December 31, 2023 at the exchange rates in effect for the year ended December 31, 2022 rather than the actual exchange rates in effect during the period, our reported R&D expenses would have been $12 million higher for the year ended December 31, 2023.

The impact from the foreign currency movements from the year ended December 31, 2022 to the year ended December 31, 2023 was not material to cost of revenues, sales and marketing and G&A expenses.

Our effective tax rate was (72%) and 19% for the year ended December 31, 2023 and December 31, 2022.

The difference in rates was primarily attributable to the release of the valuation allowance against certain U.S. federal and state deferred tax assets, excluding California in the year ended December 31, 2023.

In December 2021, the Organization for Economic Cooperation and Development adopted model rules for a 15% global minimum tax (Pillar 2) and has continued to issue administrative guidance and interpretations.

Approximately 20 countries have enacted the rules into their domestic tax legislation.

The United States has not enacted the rules.

Due to the uncertainty of whether the United States and other countries will enact the rules, the timing of individual country legislative action and the underlying complexity of the rules, the impact, if any, on the Company is not reasonably estimable.

To grow our business, we also invest in capital and other resources to expand our data centers and enable our workforce, and we acquire technology and businesses to supplement our technology portfolio.

Our capital expenditures are typically under cancellable arrangements primarily used to support the installed base and growth of our hosted business.

| | | | 2023 | | | | | | 2022 | | |

Our estimated future obligations consist of leases, a non-cancellable $500 million agreement with Microsoft to purchase cloud services over five years for accelerating the Azure adoption for mutual customers, the second installment of the consideration for the G2K acquisition to be paid in February 2024, purchase obligations, debt and unrecognized tax benefits as of December 31, 2023.

Revenues denominated in U.S. Dollar as a percentage of total revenues [removed: was 71%, 72% and 70%] [added: were 71%] for [added: each of] the years ended December 31, [removed: 2023, 2022] [added: 2024] and [removed: 2021, respectively.][added: 2023 and 72% for the year ended December 31, 2022.]

A hypothetical 10% increase in the U.S. Dollar against other currencies would have resulted in a decrease in operating income of [removed: $107] [added: $150] million, [removed: $75] [added: $107] million and [removed: $62] [added: $75] million for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

This analysis disregards the [added: impact from the Company’s cash flow hedging program and] possibilities that rates can move in opposite directions and that losses from one geographic area may be offset by gains from another geographic area.

To mitigate our risks associated with fluctuations in foreign currency exchange rates, we enter into foreign currency [removed: derivative] [added: forward] contracts to hedge a portion of our net outstanding monetary [removed: assets] [added: assets, liabilities] and [removed: liabilities.][added: forecasted foreign currency denominated revenues.]

These [removed: derivative] [added: foreign currency forward] contracts are intended to offset gains or losses related to remeasuring monetary assets and liabilities [removed: that are denominated in currencies other than the functional currency of the entities in which they are recorded.][added: and to reduce foreign exchange impact on our forecasted revenues.]

These [removed: derivative] [added: foreign currency forward] contracts expose us to credit risk to the extent that the counterparties may be unable to meet the terms of the arrangement.

We had an aggregate of [removed: $8.1] [added: $9.9] billion in cash, cash equivalents, short-term investments and long-term investments as of December 31, [removed: 2023.][added: 2024.]

As of December 31, [removed: 2023,] [added: 2024,] a hypothetical 100 basis point increase in interest rates would have resulted in an approximate [removed: $60] [added: $78] million decline of the fair value of our available-for-sale debt securities.

As of December 31, [removed: 2022,] [added: 2023,] we had an aggregate of [removed: $6.4] [added: $8.1] billion in cash, cash equivalents, short-term investments and long-term investments, and a hypothetical 100 basis point increase in interest rates would have resulted in an approximate [removed: $39] [added: $60] million decline of the fair value of our available-for-sale debt securities.

As of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] we had [removed: $268] [added: $469] million and [removed: $252] [added: $268] million, respectively, of non-marketable equity investments in privately held companies.

[removed: Recording] [added: For those non-marketable equity investments using measurement alternative, recording] upward and downward adjustments to the carrying value of [removed: our] [added: these] non-marketable equity investments requires quantitative assessments of the fair value of our non-marketable equity investments using various valuation methodologies and involves the use of estimates.

Derivative contracts related to hedging of forecasted revenues are designated as cash flow hedges for accounting purposes.

For contracts qualifying as cash flow hedges, the derivative’s gain or loss is initially reported as a component of accumulated other comprehensive income (loss) and subsequently reclassified into earnings in the same period the forecasted transaction affects earnings.

For contracts not designated as cash flow hedges for accounting purposes, the derivative’s gain or loss is recognized immediately in earnings within our consolidated statements of comprehensive income.

A sensitivity analysis performed on our cash flow hedge portfolio as of December 31, 2024 indicated that a hypothetical 10% depreciation of the U.S. Dollar from its value as of December 31, 2024 would decrease the fair value of our foreign currency contracts by $164 million.

We mitigate this credit risk by transacting with major financial institutions with high credit ratings.

Our non-marketable equity investments are primarily accounted for using: (i) measurement alternative which measures the investments at cost minus impairment, if any, and adjusted for observable transactions for the same or similar investments of the same issuer and (ii) equity method which measures the investment at cost minus impairment, plus or minus our share of equity method investee income or loss.

All of our non-marketable equity investments in privately held companies are subject to a risk of partial or total loss of invested capital.

We mitigate this credit risk by transacting with major financial institutions with high credit ratings and entering into master netting arrangements, which permit net settlement of transactions with the same counterparty.

[Tabl](#i2fb86d8ca224400c9cb48c6bf7d8b20a_7)[e of Contents](#i2fb86d8ca224400c9cb48c6bf7d8b20a_7)

[removed: Our] [added: By prioritizing these values, we are able to gain the trust of our employees and customers and work towards fulfilling our corporate] purpose [removed: is] to [removed: make] [added: “make] the world work better for [removed: everyone.][added: everyone.”]

[removed: By connecting workflows across siloed organizational functions and systems,] [added: Transformations enabled by] the Now Platform [removed: delivers] [added: rapidly automate] business [removed: outcomes, including unlocking productivity, streamlining processes,] [added: processes across an entire enterprise by seamlessly connecting disparate departments, systems] and [removed: improving] [added: silos to unlock productivity and improve] experiences for both employees and customers.

[removed: Our] [added: The] workflow applications built on the Now Platform are organized in four primary areas: Technology, Customer and Industry, [removed: Employee,] [added: Employee] and Creator.

Our Creator Workflows enable customers to [added: automate processes by] quickly [removed: create, test, and deploy] [added: creating] their own [removed: low-code applications] [added: custom workflows] on the Now Platform.

We believe [removed: a] better [removed: service and] [added: service,] end-user [removed: experience,] [added: experience] and organizational agility are the ultimate desired outcomes of digital transformation.

[removed: For example, many companies now] [added: Many of our customers recognize the advantages of the Now Platform and] have [added: developed] multi-year digital transformation plans that [removed: introduce] [added: expand over time] the use of [removed: additional] ServiceNow products and [removed: services.][added: services for their business.]

Our ambition to become the defining enterprise software company of the 21st century is the driving force behind our [removed: commitment to providing exceptional customer service and our] overall business strategy and is guided by our values:

[added: - Create belonging:] We lead with empathy, which means listening and acting to make everyone feel they belong with ServiceNow.

[removed: By prioritizing these values,] [added: As] we [removed: are able to] gain our customers’ [removed: trust, execute on our overall business strategy] [added: trust by delivering products that provide great experiences] and [added: value across our customers’ entire enterprise, we] feel immensely proud that “The World Works with ServiceNow.”

ServiceNow’s product portfolio—which spans our Technology, Customer and Industry, Employee, [removed: and] Creator [removed: & Other] [added: and other] Workflows—is delivered on the Now Platform.

Each year, two major platform upgrades are released, delivering new standard functionality and [removed: new] standalone products to further simplify the way our customers work and enhance productivity.

[removed: ][added: ]

The Now Platform is the [removed: intelligent] [added: AI] platform for [removed: end-to-end] digital transformation.

As the foundation for how we deliver our cross-enterprise digital workflows, the Now Platform orchestrates work across our customers’ cloud platforms and systems of choice, allowing [removed: our customers] [added: them] to get work done regardless of their current and future [removed: preferred] systems of record and collaboration [removed: platforms.][added: platforms, across any data and system.]

[removed: The] [added: In addition to AI, business process] automation [removed: of workflows] on [removed: our platform] [added: the Now Platform] can be [added: further] enhanced by [removed: additional] [added: other] functionality, [removed: including, depending on the product, AI (including generative AI),] [added: including] machine learning, robotic process automation, process mining, [removed: performance analytics,] [added: analytics] and low-code/no-code development tools.

[removed: Further, the] [added: The] Now Platform is uniquely positioned to bring the full potential of [removed: generative] [added: GenAI and agentic] AI to the enterprise.

With our recent software [removed: release,] [added: releases,] we have combined the power of the Now Platform with new [removed: generative] [added: GenAI and agentic] AI [removed: features] [added: features, offered through Now Assist,] to provide [removed: AI-driven intelligence to every corner of the business.][added: intelligent workflows throughout our customers’ businesses.]

Enterprises can leverage our platform’s consumer-like [removed: experiences] [added: user interface] to help them deliver [removed: services such as mobile HR information and tools or ordering a computer.][added: seamless experiences.]

[added: Our] Technology [removed: Workflows] [added: products] help companies unite IT, technology, risk management and security operations on a single platform to deliver [removed: modern,] [added: modern and] resilient digital services aligned to our customers’ priorities.

[removed: Our] Technology [removed: products] [added: Workflows] enable IT departments to serve their customers, manage their IT infrastructure, identify and remediate security vulnerabilities and threats, gain visibility across their IT resources and asset lifecycles, optimize IT costs and reduce time spent on administrative tasks.

[removed: Our Technology] [added: These] products also drive enterprise-wide outcomes, as well as power our Customer and [removed: Industry,] [added: Industry] and Employee Workflows.

[added: ITOM also includes] Cloud [removed: Observability] [added: Observability, which] provides [removed: deep,] real-time visibility into cloud-native and monolithic environments that power our customers’ internal- and external-facing products and services.

[removed: Our Integrated Risk Management (“IRM”) product suite] [added: IRM] helps customers manage risk and resilience in real time.

[removed: IRM’s] [added: Our Integrated Risk Management (“IRM”) product] capabilities include policy and compliance management, regulatory change management, compliance case management, IT and operational risk [removed: management, audit management, business continuity management, privacy management, and third party] [added: management] and [removed: vendor risk] [added: audit] management.

Our IT Operations Management [added: (“ITOM”)] product [removed: helps identify, monitor] [added: identifies, monitors] and [removed: manage] [added: manages] a customer’s physical and cloud-based IT infrastructure.

It also maintains a single data record for all IT configurable items, [removed: which allows] [added: allowing] our customers to exercise control over their on-premises or cloud-based [removed: infrastructures and orchestrate] [added: infrastructures, while orchestrating] key processes and tasks.

[removed: ITSM’s capabilities include,] [added: Our IT Service Management (“ITSM”) product is capable of,] among others, predictive intelligence, [removed: Virtual Agent,] incident management and response, routine task and request automation, performance analytics and process [removed: optimization capabilities.][added: optimization.]

[removed: It provides summaries of] [added: Now Assist for ITSM, our AI solution, can summarize change requests or enable natural language] Virtual Agent interactions and incident history [added: summaries] so [added: customer service] agents can efficiently resolve incidents.

Our Security Operations product suite connects [added: an organization’s] security [added: function] with the rest of the enterprise, integrating internal and third-party security and vulnerability data to quickly respond to security incidents and vulnerabilities, prioritized according to their potential impact on a customer’s business.

[removed: Our Strategic Portfolio Management (“SPM”) product] [added: It] enables customers to drive business outcomes by aligning their strategy with investments and execution.

[removed: SPM] [added: Our Strategic Portfolio Management (“SPM”) product] helps customers plan, visualize and track value realization across their portfolio of projects, initiatives and digital [removed: products] [added: products,] all on one platform.

[removed: Customer and Industry Workflows help customers] [added: Organizations can] elevate their customer service with enhanced resolution efficiency and improved service quality made possible with workflows, automation, [removed: AI,] [added: AI] and [removed: location-based work tasks] [added: task] management.

[removed: Integrating] [added: Customer and Industry Workflows help organizations integrate] front-end customer service capabilities with operations, order fulfillment and field service [removed: resources, our Customer] [added: resources] and [removed: Industry Workflows products help create a seamless customer experience from request to resolution through connected digital workflows that] [added: can] deliver [removed: fast support on a customer’s channel of choice.][added: industry-specific use cases.]

[removed: Additionally, with CSM,] [added: Our Customer Service Management (“CSM”) product allows] companies [removed: can] [added: to] route work to the right agent based on priority and category, [removed: decreasing] [added: which decreases] errors by [removed: surfacing] [added: leveraging] recommended solutions [removed: based on] [added: from] prior cases and interactions.

Now Assist for CSM, [removed: a generative] [added: our] AI solution, rapidly generates summaries for cases and chats, reduces manual [removed: work,] [added: work] and allows agents to resolve customer issues faster.

This solution helps accelerate time to resolution, reduce case [removed: volume,] [added: volume] and personalize service, which [removed: leads to reduced customer] [added: reduces the] effort [removed: and increased customer satisfaction.][added: required by customers.]

[removed: Our Field Service Management product automates and] [added: It] streamlines field service processes [added: with automation] to increase technician productivity, improve first time fix [removed: rates,] [added: rates] and optimize [removed: field technician] [added: scheduling and] dispatching.

[removed: With] [added: Our Field Service Management (“FSM”) product provides] work [removed: order management, schedule optimization, dispatching,] [added: planning, scheduling, resource management] and [removed: preventative maintenance] [added: job execution capabilities] all in one, [added: which allows] field service agents [removed: can] [added: to] be [removed: assigned, deployed] [added: assigned] and [removed: managed] [added: dispatched] on the same underlying customer service management platform that created and managed the customer incident.

We offer industry solutions to better address the unique needs for specific industries, [removed: including banking, insurance, telecommunications, technology, healthcare,] [added: including, for example, financial services, healthcare and] life sciences, [removed: manufacturing and the global] [added: manufacturing,] public [removed: sector.][added: sector, retail, technology and telecommunications.]

From payroll discrepancies to employee information updates, [removed: HR managers] [added: service agents] can resolve [removed: a range of] issues [removed: quickly by reviewing] [added: faster with] instant summaries of case topics, [removed: previous history of live] chat [removed: and] [added: history,] Virtual Agent [removed: interactions, prior resolutions] [added: interactions] and [removed: actions taken.][added: previous resolutions.]

Our intelligent platform—the Now Platform—is a cloud-based solution that helps enterprises and organizations across public and private sectors digitize workflows, in line with our purpose of making the world work better for everyone.

Organizations are increasingly turning to digital investments to streamline business-critical processes, drive deeper collaboration, increase employee productivity and power better customer experiences.

The Now Platform helps business leaders realize value from these investments by incorporating advanced technology into the flow of work, end-to-end across the enterprise, for every department and persona.

Our Customer and Industry Workflows help organizations reimagine their customer experience by empowering their customers with personalized self-service and providing organizations with greater ability to anticipate their customer needs by providing real-time insights.

Artificial Intelligence (“AI”), particularly Generative AI (“GenAI”) and agentic AI, is driving a new wave of technology transformation.

We are an early leader in applying AI to enterprise workflows and are working to remain at the forefront of AI as we continue to execute our product roadmap.

As an AI platform for business transformation, the Now Platform has embedded Now Assist, our AI solution available for certain products at an additional cost, to help enhance user productivity and efficiency, thereby accelerating our customers’ return on investment in the Now Platform.

For example, with Now Assist, customer service agents can solve customers’ problems quickly with AI-produced case summaries and next step suggestions; employees can obtain faster and more accurate answers using AI-powered self-service, increasing their productivity and engagement; customers can receive enhanced self-service options and improved experiences from live support agents; and developers can generate code and create apps, saving time to focus on more complex matters.

We believe that with Now Assist, even customers with limited technical background can leverage AI to meaningfully contribute to their businesses’ digital transformation.

Our customers have given us feedback that these enhanced products significantly improve the efficiency and fidelity of their workflows.

Agentic AI, the next evolution of GenAI, involves AI agents that act and interact in smart and autonomous ways with humans providing oversight and guardrails.

With agentic AI, humans can be supported by multiple AI agents trained to perform specific tasks, rather than, for example, a single AI assistant or chatbot relying on a human’s specific prompts or queries.

Agentic AI is available to our customers as a Now Assist feature, where they can easily create agentic skills tailored to their unique needs.

AI agents can use these skills to work together with humans to help augment and accelerate workflow outcomes by performing and completing actions on the human’s behalf.

The Now Platform, utilized by over 85% of the Fortune 500 and nearly 60% of the Global 2000, is a platform of consequence that puts AI to work for people, delivering tangible results while upholding a trustworthy, human‑centered approach to deploying products and services at scale.

Since launching AI-powered versions of our products, we have continued to expand the Now Assist product portfolio and plan to continue to embed AI capabilities in our portfolio in the future.

We help customers leverage emerging AI-based technologies to improve enterprise workflows.

We believe AI-enabled workflows allow our customers to enhance their digital transformation and business impact.

Our one platform, one architecture and one data model approach can provide a “single pane of glass” that connects people, processes, data and devices.

It offers a one-stop shop for automation and simplification of manual processes and is highly flexible, scalable and extensible.

For example, the Now Platform empowers users to independently resolve issues and seek answers through intelligent self-service portals.

To illustrate, a customer may need to reset a password or update a shipping address, or an employee may want to know how many vacation days she has remaining.

Because the Now Platform contains access to all of this information and the context of the user’s request in a single environment, users can easily access the information or services they need and find their own customized answers without outside help or even knowing which system or department has the answer they need.

Customers have the flexibility to tailor their AI transformation to their unique needs and expand the value of their workflows by using ServiceNow’s large language models (“LLMs”), which include models that can process different types of data, such as text, images, audio and video, and they can incorporate third-party LLMs and their own LLMs.

We regularly test these models on platform-representative data to give customers confidence that the models deliver optimal performance for their intended use cases on the Now Platform.

We also provide AI governance tools, including built-in monitoring and guardrails, dataset creation management and benchmarking capabilities, and visibility into adoption, usage and performance analytics.

These tools are designed to allow customers to securely and responsibly build, test and deploy new use cases and applications leveraging these models.

With a single data model and integrated data layer, the Now Platform enables customers to operationalize their AI strategy and transform their business with speed, scale and security.

This flexibility helps create more intuitive, efficient and seamless workflows aligned to our customers’ needs.

IRM also includes ESG Management, which helps customers more effectively administer their environmental, social and governance (“ESG”) programs.

For example, it can streamline data collection, provide on-demand progress monitoring against key goals and automate reporting.

The ITOM product’s ability to identify a customer’s IT infrastructure (e.g., physical servers) and digital components (e.g., email) allows it to detect whether issues occurring on one or more of those assets

may interfere with business services.

Now Assist for ITOM, our AI solution, simplifies complex technical language into easy-to-understand descriptions and provides quick resolution recommendations to IT operations issues.

By doing so, this solution lowers the risk of outages, enhances customer productivity and increases overall service reliability.

It also provides a Virtual Agent feature, a chatbot that can answer common questions.

ITSM intelligently delivers resilient IT services, reduces costs, boosts IT productivity and provides exceptional experiences to employees, customers and partners.

For example, upon incident closure, solution notes or knowledge-based articles can be generated to speed wrap times and adhere to incident management best practices, thereby improving agent productivity and employee experience with faster, more seamless resolutions.

*Operational Technology Management*

Our Operational Technology (“OT”) Management product suite provides visibility and context into connected devices and technology assets deployed for operational purposes.

We are the end-to-end intelligent workflow automation platform for digital businesses.

Our intelligent platform, the Now Platform, is a cloud-based solution with embedded artificial intelligence (“AI”) and machine learning (“ML”) capabilities that helps global enterprises across industries, universities and governments unify and digitize their workflows.

Our Customer and Industry Workflows help organizations reimagine the customer experience and increase customer loyalty.

We continue to evolve these workflows to meet the needs of our customers’ expanding digital requirements by modernizing technology operations, employee experiences, customer experiences, industry-specific challenges, and application development and integration.

For example, we embedded into each of these workflows AI and ML capabilities, such as text-to-code, intent understanding, knowledge synthesis, issue summarization, and virtual agent to drive employee, customer, agent and developer productivity for our customers.

Traditionally, business processes have been embedded in separate enterprise technology systems, such as finance, human resources (“HR”), sales and customer support, which have become disconnected, siloed and complex, offering limited flexibility and adaptability.

They also fail to provide the intuitive and empowering experience that users now expect from consumer-grade applications.

The Now Platform offers a solution to these limitations by enabling rapid business process automation across enterprise technology systems that keeps pace with a rapidly changing environment.

The Now Platform enables our customers’ digital transformation from non-integrated enterprise technology solutions with manual and disconnected processes and activities, to integrated enterprise technology solutions with automation and connected processes and activities.

The transformation to digital operations, enabled by the Now Platform, increases our customers’ resiliency and security and delivers great experiences and additional value to their C-suite, employees and consumers.

The Now Platform’s single data model and architecture allows work to be done across the enterprise with a unified, consumer-grade user experience.

For example, a new employee can use ServiceNow to complete onboarding tasks seamlessly.

Through an integrated ServiceNow workflow, our consumer-grade mobile application guides the employee through onboarding tasks originating from ServiceNow or other systems, automating tasks across multiple functions such

as HR, IT, facilities and more.

Similarly, the Now Platform enables customer service to be executed in a way that reduces customer effort, provides proactive service, empowers agents and streamlines communication and automation across departments.

Because of these advantages, our customers frequently expand their use of the Now Platform.

Our ability to help our customers solve their unique challenges, operate on their unique technologies and systems and change at their own unique pace, all on a single platform, has earned us their trust with their mission-critical operations.

- Create belonging: Diversity, equity and inclusion are fundamental.

Belonging is the breakthrough.

The products under each of our workflows help customers connect, automate and empower work across systems and silos to enable great outcomes for businesses and great experiences for people.

It is a single platform with one data model, one code base and one architecture, enabling speed, productivity and innovation and offering a one-stop shop for automation and simplification of manual processes.

It is highly flexible, scalable, and extensible.

The Now Platform automates workflows across an entire enterprise by connecting disparate departments, systems, and silos in a seamless way to unlock productivity and improve experiences for both employees and customers.

These features are offered through Now Assist, our generative AI solution available for certain products at an additional cost.

We offer enterprise-ready, domain-specific large language models (“LLMs”) that power generative AI experiences on the Now Platform, and we support customer use of third-party LLMs.

By infusing generative AI into the Now Platform and all ServiceNow workflows, we are enhancing every business-critical function to increase productivity, accelerate agility and deliver value for customers across all industries.

The Now Platform also creates a common user experience to manage workflows across all interfaces so end users can get work done anywhere from web-based to mobile to conversation applications.

Our goal is to make our customers’ work lives as simple and as easy as their personal lives.

*Cloud Observability*

Cloud Observability empowers site reliability engineering and application development teams to mitigate business disruption, accelerate innovation, and deliver outstanding customer experiences.

*ESG Management*

Our ESG Management product helps customers elevate their environmental, social and governance (“ESG”) programs with streamlined data collection, on-demand progress monitoring, and automated reporting.

Integrations with Strategic Portfolio Management and Integrated Risk Management provide a holistic program that enables our customers to accelerate and operationalize their ESG strategies by setting material goals and policies, tracking metrics and risks, driving enterprise-wide compliance and enabling investor-grade ESG disclosure.

It identifies a customer’s IT infrastructure components (e.g., servers) and associated digital services (e.g., email), which are dependent upon that infrastructure.

Our IT Service Management (“ITSM”) product, powered by AI, defines, structures, consolidates, manages and automates the digital services that an enterprise offers its employees, customers and partners.

Now Assist for ITSM, a generative AI solution, can help improve agent productivity and the employee experience with faster, more seamless resolutions.

Upon incident closure, solution notes are generated to speed wrap times and adhere to incident management best practices.

Customer and Industry Workflows help organizations reduce costs while delivering seamless experiences with connected digital workflows that deliver modern customer experiences and industry-specific use cases.

Our Customer Service Management (“CSM”) product helps teams deliver seamless customer service experiences by connecting front, middle and back offices, optimizing omnichannel self-service automated issue resolution, and enabling agents with real-time intelligence.

Organizations can streamline resource management and empower technicians with job details, customer information, and parts required to maximize effectiveness and deliver great customer experiences.

For additional information regarding legal proceedings, [removed: see] [added: refer to] Note 17 in the notes to our consolidated financial statements in this Annual Report on Form 10-K.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[removed: ][added: ]

Based on the closing price of the registrant’s Common Stock on the last business day of the registrant’s most recently completed second fiscal quarter, which was June 30, [removed: 2023,] [added: 2024,] the aggregate market value of its shares (based on a closing price of [removed: $561.97] [added: $786.67] per share on June 30, [removed: 2023] [added: 2024] as reported on the New York Stock Exchange) held by non-affiliates was approximately [removed: $87.8] [added: $135.0] billion.

As of January [removed: 19, 2024,] [added: 23, 2025,] there were approximately [removed: 205] [added: 206] million shares of the registrant’s Common Stock outstanding.

Portions of the registrant’s definitive proxy statement for its [removed: 2024] [added: 2025] Annual Meeting of Stockholders (Proxy Statement) to be filed within 120 days of the registrant’s fiscal year ended December 31, [removed: 2023,] [added: 2024,] are incorporated by reference in Part III of this Report on Form 10-K.

| Item 1 | | | [removed: [Business](#i2fb86d8ca224400c9cb48c6bf7d8b20a_13)] [added: [Business](#ic67b85b2b5ed4f1fb380218f36fe6308_13)] | | | [removed: [1](#i2fb86d8ca224400c9cb48c6bf7d8b20a_13)] [added: [1](#ic67b85b2b5ed4f1fb380218f36fe6308_13)] | | |

| Item 1A | | | [Risk [removed: Factors](#i2fb86d8ca224400c9cb48c6bf7d8b20a_16)] [added: Factors](#ic67b85b2b5ed4f1fb380218f36fe6308_16)] | | | [removed: [13](#i2fb86d8ca224400c9cb48c6bf7d8b20a_16)] [added: [14](#ic67b85b2b5ed4f1fb380218f36fe6308_16)] | | |

| Item 1B | | | [Unresolved Staff [removed: Comments](#i2fb86d8ca224400c9cb48c6bf7d8b20a_19)] [added: Comments](#ic67b85b2b5ed4f1fb380218f36fe6308_19)] | | | [removed: [27](#i2fb86d8ca224400c9cb48c6bf7d8b20a_19)] [added: [29](#ic67b85b2b5ed4f1fb380218f36fe6308_19)] | | |

| Item 2 | | | [removed: [Properties](#i2fb86d8ca224400c9cb48c6bf7d8b20a_22)] [added: [Properties](#ic67b85b2b5ed4f1fb380218f36fe6308_25)] | | | [removed: [30](#i2fb86d8ca224400c9cb48c6bf7d8b20a_22)] [added: [33](#ic67b85b2b5ed4f1fb380218f36fe6308_25)] | | |

| Item 3 | | | [Legal [removed: Proceedings](#i2fb86d8ca224400c9cb48c6bf7d8b20a_25)] [added: Proceedings](#ic67b85b2b5ed4f1fb380218f36fe6308_28)] | | | [removed: [30](#i2fb86d8ca224400c9cb48c6bf7d8b20a_25)] [added: [33](#ic67b85b2b5ed4f1fb380218f36fe6308_28)] | | |

| Item 4 | | | [Mine Safety [removed: Disclosures](#i2fb86d8ca224400c9cb48c6bf7d8b20a_28)] [added: Disclosures](#ic67b85b2b5ed4f1fb380218f36fe6308_31)] | | | [removed: [30](#i2fb86d8ca224400c9cb48c6bf7d8b20a_28)] [added: [33](#ic67b85b2b5ed4f1fb380218f36fe6308_31)] | | |

| Item 5 | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i2fb86d8ca224400c9cb48c6bf7d8b20a_31)] [added: Securities](#ic67b85b2b5ed4f1fb380218f36fe6308_34)] | | | [removed: [31](#i2fb86d8ca224400c9cb48c6bf7d8b20a_31)] [added: [34](#ic67b85b2b5ed4f1fb380218f36fe6308_34)] | | |

| Item 6 | | | [removed: [\[Reserved\]](#i2fb86d8ca224400c9cb48c6bf7d8b20a_37)] [added: [\[Reserved\]](#ic67b85b2b5ed4f1fb380218f36fe6308_40)] | | | [removed: [34](#i2fb86d8ca224400c9cb48c6bf7d8b20a_37)] [added: [37](#ic67b85b2b5ed4f1fb380218f36fe6308_40)] | | |

| Item 7 | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i2fb86d8ca224400c9cb48c6bf7d8b20a_40)] [added: Operations](#ic67b85b2b5ed4f1fb380218f36fe6308_43)] | | | [removed: [34](#i2fb86d8ca224400c9cb48c6bf7d8b20a_40)] [added: [37](#ic67b85b2b5ed4f1fb380218f36fe6308_43)] | | |

| Item 7A | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i2fb86d8ca224400c9cb48c6bf7d8b20a_61)] [added: Risk](#ic67b85b2b5ed4f1fb380218f36fe6308_64)] | | | [removed: [48](#i2fb86d8ca224400c9cb48c6bf7d8b20a_61)] [added: [52](#ic67b85b2b5ed4f1fb380218f36fe6308_64)] | | |

| Item 8 | | | [Consolidated Financial Statements and Supplementary [removed: Data](#i2fb86d8ca224400c9cb48c6bf7d8b20a_64)] [added: Data](#ic67b85b2b5ed4f1fb380218f36fe6308_67)] | | | [removed: [50](#i2fb86d8ca224400c9cb48c6bf7d8b20a_64)] [added: [54](#ic67b85b2b5ed4f1fb380218f36fe6308_67)] | | |

| Item 9 | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i2fb86d8ca224400c9cb48c6bf7d8b20a_163)] [added: Disclosure](#ic67b85b2b5ed4f1fb380218f36fe6308_169)] | | | [removed: [83](#i2fb86d8ca224400c9cb48c6bf7d8b20a_163)] [added: [88](#ic67b85b2b5ed4f1fb380218f36fe6308_169)] | | |

| Item 9A | | | [Controls and [removed: Procedures](#i2fb86d8ca224400c9cb48c6bf7d8b20a_166)] [added: Procedures](#ic67b85b2b5ed4f1fb380218f36fe6308_172)] | | | [removed: [83](#i2fb86d8ca224400c9cb48c6bf7d8b20a_166)] [added: [88](#ic67b85b2b5ed4f1fb380218f36fe6308_172)] | | |

| Item 9B | | | [Other [removed: Information](#i2fb86d8ca224400c9cb48c6bf7d8b20a_169)] [added: Information](#ic67b85b2b5ed4f1fb380218f36fe6308_175)] | | | [removed: [84](#i2fb86d8ca224400c9cb48c6bf7d8b20a_169)] [added: [89](#ic67b85b2b5ed4f1fb380218f36fe6308_175)] | | |

| Item 9C | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i2fb86d8ca224400c9cb48c6bf7d8b20a_172)] [added: Inspections](#ic67b85b2b5ed4f1fb380218f36fe6308_181)] | | | [removed: [84](#i2fb86d8ca224400c9cb48c6bf7d8b20a_172)] [added: [89](#ic67b85b2b5ed4f1fb380218f36fe6308_181)] | | |

| Item 10 | | | [Directors, Executive Officers and Corporate [removed: Governance](#i2fb86d8ca224400c9cb48c6bf7d8b20a_178)] [added: Governance](#ic67b85b2b5ed4f1fb380218f36fe6308_187)] | | | [removed: [84](#i2fb86d8ca224400c9cb48c6bf7d8b20a_178)] [added: [89](#ic67b85b2b5ed4f1fb380218f36fe6308_187)] | | |

| Item 11 | | | [Executive [removed: Compensation](#i2fb86d8ca224400c9cb48c6bf7d8b20a_181)] [added: Compensation](#ic67b85b2b5ed4f1fb380218f36fe6308_190)] | | | [removed: [84](#i2fb86d8ca224400c9cb48c6bf7d8b20a_181)] [added: [89](#ic67b85b2b5ed4f1fb380218f36fe6308_190)] | | |

| Item 12 | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i2fb86d8ca224400c9cb48c6bf7d8b20a_184)] [added: Matters](#ic67b85b2b5ed4f1fb380218f36fe6308_193)] | | | [removed: [84](#i2fb86d8ca224400c9cb48c6bf7d8b20a_184)] [added: [89](#ic67b85b2b5ed4f1fb380218f36fe6308_193)] | | |

| Item 13 | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#i2fb86d8ca224400c9cb48c6bf7d8b20a_187)] [added: Independence](#ic67b85b2b5ed4f1fb380218f36fe6308_196)] | | | [removed: [84](#i2fb86d8ca224400c9cb48c6bf7d8b20a_187)] [added: [89](#ic67b85b2b5ed4f1fb380218f36fe6308_196)] | | |

| Item 14 | | | [Principal Accountant Fees and [removed: Services](#i2fb86d8ca224400c9cb48c6bf7d8b20a_190)] [added: Services](#ic67b85b2b5ed4f1fb380218f36fe6308_199)] | | | [removed: [84](#i2fb86d8ca224400c9cb48c6bf7d8b20a_190)] [added: [89](#ic67b85b2b5ed4f1fb380218f36fe6308_199)] | | |

| Item 15 | | | [Exhibits and Financial Statement [removed: Schedules](#i2fb86d8ca224400c9cb48c6bf7d8b20a_196)] [added: Schedules](#ic67b85b2b5ed4f1fb380218f36fe6308_205)] | | | [removed: [85](#i2fb86d8ca224400c9cb48c6bf7d8b20a_196)] [added: [90](#ic67b85b2b5ed4f1fb380218f36fe6308_205)] | | |

| Item 16 | | | [Form 10-K [removed: Summary](#i2fb86d8ca224400c9cb48c6bf7d8b20a_199)] [added: Summary](#ic67b85b2b5ed4f1fb380218f36fe6308_208)] | | | [removed: [86](#i2fb86d8ca224400c9cb48c6bf7d8b20a_199)] [added: [91](#ic67b85b2b5ed4f1fb380218f36fe6308_208)] | | |

*This Annual Report on Form [removed: 10-K, including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”] [added: 10-K] contains forward-looking statements regarding future events and our future results that are based on our current expectations, estimates, forecasts and projections about our business, our results of operations, the industry in which we operate and the beliefs and assumptions of our management.

Factors that might cause or contribute to such differences include, but are not limited to, those discussed in this [added: Annual] Report under “Risk Factors” in Item 1A of Part I and elsewhere herein and in other reports we file with the Securities and Exchange Commission (“SEC”).

| | | | [PART I](#ic67b85b2b5ed4f1fb380218f36fe6308_10) | | | | | |

| Item 1C | | | [Cybersecurity](#ic67b85b2b5ed4f1fb380218f36fe6308_22) | | | [30](#ic67b85b2b5ed4f1fb380218f36fe6308_22) | | |

| | | | [PART II](#ic67b85b2b5ed4f1fb380218f36fe6308_34) | | | | | |

| | | | [PART III](#ic67b85b2b5ed4f1fb380218f36fe6308_184) | | | | | |

| | | | [PART IV](#ic67b85b2b5ed4f1fb380218f36fe6308_202) | | | | | |

| | | | [Exhibit Index](#ic67b85b2b5ed4f1fb380218f36fe6308_211) | | | [91](#ic67b85b2b5ed4f1fb380218f36fe6308_211) | | |

| | | | [Signatures](#ic67b85b2b5ed4f1fb380218f36fe6308_214) | | | [94](#ic67b85b2b5ed4f1fb380218f36fe6308_214) | | |

| | | | [PART I](#i2fb86d8ca224400c9cb48c6bf7d8b20a_10) | | | | | |

| Item 1C | | | [Cyber](#i2fb86d8ca224400c9cb48c6bf7d8b20a_1754)[security](#i2fb86d8ca224400c9cb48c6bf7d8b20a_1754) | | | [28](#i2fb86d8ca224400c9cb48c6bf7d8b20a_1754) | | |

| | | | [PART II](#i2fb86d8ca224400c9cb48c6bf7d8b20a_31) | | | | | |

| | | | [PART III](#i2fb86d8ca224400c9cb48c6bf7d8b20a_175) | | | | | |

| | | | [PART IV](#i2fb86d8ca224400c9cb48c6bf7d8b20a_193) | | | | | |

| | | | [Exhibit Index](#i2fb86d8ca224400c9cb48c6bf7d8b20a_202) | | | [86](#i2fb86d8ca224400c9cb48c6bf7d8b20a_202) | | |

| | | | [Signatures](#i2fb86d8ca224400c9cb48c6bf7d8b20a_205) | | | [89](#i2fb86d8ca224400c9cb48c6bf7d8b20a_205) | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| ITEM IC. | | | CYBERSECURITY | | |

Cyber criminals are becoming more sophisticated and effective every day, and they are increasingly targeting enterprise software companies.

All companies utilizing technology are subject to threats of breaches of their cybersecurity programs.

To mitigate the threat to our business, we take a comprehensive approach to cybersecurity risk management and make securing the data customers and other stakeholders entrust to us a top priority.

Our board of directors (the “Board”) and our management are actively involved in the oversight of our risk management program, of which cybersecurity represents an important component.

As described in more detail below, we have established policies, standards, processes and practices for assessing, identifying, and managing material risks from cybersecurity threats.

We have devoted significant financial and personnel resources to implement and maintain security measures to meet regulatory requirements and customer expectations, and we intend to continue to make significant investments to maintain the security of our data and cybersecurity infrastructure.

There can be no guarantee that our policies and procedures will be properly followed in every instance or that those policies and procedures will be effective.

Although our Risk Factors include further detail about the material cybersecurity risks we face, we believe that risks from prior cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected our business to date.

We can provide no assurance that there will not be incidents in the future or that they will not materially affect us, including our business strategy, results of operations, or financial condition.

Risk Management and Strategy

Our policies, standards, processes and practices for assessing, identifying, and managing material risks from cybersecurity threats are integrated into our overall risk management program and are based on frameworks established by the National Institute of Standards and Technology (“NIST”), the International Organization for Standardization and other applicable industry standards.

Our cybersecurity program in particular focuses on the following key areas:

Collaboration

Our cybersecurity risks are identified and addressed through a comprehensive, cross-functional approach.

Key security, risk, and compliance stakeholders meet regularly to develop strategies for preserving the confidentiality, integrity and availability of Company and customer information, identifying, preventing and mitigating cybersecurity threats, and effectively responding to cybersecurity incidents.

We maintain controls and procedures that are designed to ensure prompt escalation of certain cybersecurity incidents so that decisions regarding public disclosure and reporting of such incidents can be made by management and the Board in a timely manner.

Risk Assessment

At least annually, we conduct a cybersecurity risk assessment that takes into account information from internal stakeholders, known information security vulnerabilities, and information from external sources (e.g., reported security incidents that have impacted other companies, industry trends, and evaluations by third parties and consultants).

The results of the assessment are used to drive alignment on, and prioritization of, initiatives to enhance our security controls, make recommendations to improve processes, and inform a broader enterprise-level risk assessment that is presented to our Board, Audit Committee and members of management.

Technical Safeguards

We regularly assess and deploy technical safeguards designed to protect our information systems from cybersecurity threats.

Such safeguards are regularly evaluated and improved based on vulnerability assessments, cybersecurity threat intelligence and incident response experience.

Incident Response and Recovery Planning

We have established comprehensive incident response and recovery plans and continue to regularly test and evaluate the effectiveness of those plans.

Our incident response and recovery plans address — and guide our employees, management and the Board on — our response to a cybersecurity incident.

Third-Party Risk Management

We have implemented controls designed to identify and mitigate cybersecurity threats associated with our use of third-party service providers.

Such providers are subject to security risk assessments at the time of onboarding, contract renewal, and upon detection of an increase in risk profile.

We use a variety of inputs in such risk assessments, including information supplied by providers and third parties.

In addition, we require our providers to meet appropriate security requirements, controls and responsibilities and investigate security incidents that have impacted our third-party providers, as appropriate.

Education and Awareness

Our policies require each of our employees to contribute to our data security efforts.

We regularly remind employees of the importance of handling and protecting customer and employee data, including through annual privacy and security training to enhance employee awareness of how to detect and respond to cybersecurity threats.

External Assessments

Our cybersecurity policies, standards, processes and practices are regularly assessed by consultants and external auditors.

These assessments include a variety of activities including information security maturity assessments, audits and independent reviews of our information security control environment and operating effectiveness.

For example, in 2022 and 2023, we conducted independent cyber audits to assess our controls against the NIST Cybersecurity Framework.

We take a comprehensive approach to cybersecurity risk management.

While securing the data customers and other stakeholders entrust to us is a top priority, we, like all companies, are subject to threats of breaches of our cybersecurity programs.

Our board of directors (the “Board”) and our management are actively involved in the oversight of our risk management program, of which cybersecurity represents an important component.

As described in more detail below, we have established policies, standards, processes and practices for assessing, identifying, and managing material risks from cybersecurity threats.

We have devoted significant financial and personnel resources to implement and maintain security measures to meet regulatory requirements and customer expectations, and we intend to continue to make significant investments in our data and cybersecurity infrastructure.

There can be no guarantee that our policies and procedures will be properly followed in every instance or that those policies and procedures will be effective as cyber criminals are becoming more sophisticated and effective every day and increasingly targeting enterprise software companies.

Although our Risk Factors include further detail about the material cybersecurity risks we face, we believe that risks from prior cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected our business to date.

We can provide no assurance that there will not be incidents in the future or that they will not materially affect us, including our business strategy, results of operations, or financial condition.

Risk Management and Strategy

Our policies, standards, processes and practices for assessing, identifying, and managing material risks from cybersecurity threats are integrated into our overall risk management program and are based on frameworks established by the National Institute of Standards and Technology (“NIST”), the International Organization for Standardization and other applicable industry standards.

Our cybersecurity program in particular focuses on the following key areas:

Collaboration

Our cybersecurity risks are identified and addressed through a comprehensive, cross-functional approach.

Key security, risk, and compliance stakeholders meet regularly to develop strategies for preserving the confidentiality, integrity and availability of Company and customer information, identifying, preventing and mitigating cybersecurity threats, and effectively responding to cybersecurity incidents.

We maintain controls and procedures that are designed to ensure prompt escalation of certain cybersecurity incidents so that decisions regarding public disclosure and reporting of such incidents can be made by management and the Board in a timely manner.

Risk Assessment

At least annually, we conduct a cybersecurity risk assessment that takes into account information from internal stakeholders, known information security vulnerabilities, and information from external sources (e.g., reported security incidents that have impacted other companies, industry trends, and evaluations by third parties and consultants).

The results of the assessment are used to drive alignment on, and prioritization of, initiatives to enhance our security controls, make recommendations to improve processes, and inform a broader enterprise-level risk assessment that is presented to our Board, Audit Committee and members of management.

Technical Safeguards

We regularly assess and deploy technical safeguards designed to protect our information systems from cybersecurity threats.

Such safeguards are regularly evaluated and improved based on vulnerability assessments, cybersecurity threat intelligence and incident response experience.

Incident Response and Recovery Planning

We have established comprehensive incident response and recovery plans and continue to regularly test and evaluate the effectiveness of those plans.

Our incident response and recovery plans address — and guide our employees, management and the Board on — our response to a cybersecurity incident.

Third-Party Risk Management

We have implemented controls designed to identify and mitigate cybersecurity threats associated with our use of third-party service providers.

Such providers are subject to security risk assessments at the time of onboarding, contract renewal, and upon detection of an increase in risk profile.

We use a variety of inputs in such risk assessments, including information supplied by providers and third parties.

In addition, we require our providers to meet appropriate security requirements, controls and responsibilities and investigate security incidents that have impacted our third-party providers, as appropriate.

Education and Awareness

Our policies require each of our employees to contribute to our data security efforts.

We regularly remind employees of the importance of handling and protecting customer and employee data, including through annual privacy and security training to enhance employee awareness of how to detect and respond to cybersecurity threats.

External Assessments

Our cybersecurity policies, standards, processes and practices are regularly assessed by consultants and external auditors.

These assessments include a variety of activities including information security maturity assessments, audits and independent reviews of our information security control environment and operating effectiveness.

For example, in 2022, 2023 and 2024 we conducted independent cyber maturity assessments to review our controls against the NIST Cybersecurity Framework.

The results of significant assessments are reported to management, the Board and Audit Committee.

Cybersecurity processes are adjusted, as appropriate, based on the information provided from these assessments.

We have also obtained industry certifications and attestations that demonstrate our dedication to protecting the data our customers entrust to us.

Governance

Our principal office is located in Santa Clara, California, where we lease approximately [removed: 1,120,000] [added: 972,000] square feet of space under lease agreements for our business operations and product development.

[removed: See] [added: Refer to] Note 17 in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for more information about our lease commitments.

As of December 31, [removed: 2023,] [added: 2024,] there were 13 registered stockholders of record (not including an indeterminate number of beneficial holders of stock held in street name through brokers and other intermediaries) of our common stock.

The graph below compares the cumulative total stockholder return on our common stock with the cumulative total return on the S&P 500 Index, NYSE Composite Index and the Standard & Poor Systems Software Index for each of the last five fiscal years ended December 31, [removed: 2019] [added: 2020] through December 31, [removed: 2023,] [added: 2024,] assuming an initial investment of $100.

[removed: ][added: ]

| | | | | | | | | | Dec 31, [removed: 2018] [added: 2019] | | | | | | Dec 31, [removed: 2019] [added: 2020] | | | | | | Dec 31, [removed: 2020] [added: 2021] | | | | | | Dec 31, [removed: 2021] [added: 2022] | | | | | | Dec 31, [removed: 2022] [added: 2023] | | | | | | Dec 31, [removed: 2023] [added: 2024] | | |

Share repurchases of our common stock for the three months ended December 31, [removed: 2023] [added: 2024] were as follows:

| Issuer Purchases of Equity Securities | | | | | | | | | | | | | | | | | | *Total Number of Shares Purchased as Part of Publicly Announced Program (in thousands)* | | | | | | *Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program(1)* *(in [removed: billions)*] [added: millions)*] | | |

(1) On May 16, 2023, [removed: the Board] [added: our board] of [removed: Directors] [added: directors] authorized a program to repurchase up to $1.5 billion of our common stock.

| ServiceNow, Inc. | | | | | | | | | 100.00 | | | | | | 194.97 | | | | | | 229.92 | | | | | | 137.53 | | | | | | 250.24 | | | | | | 375.50 | | |

| NYSE Composite | | | | | | | | | 100.00 | | | | | | 106.99 | | | | | | 129.11 | | | | | | 117.04 | | | | | | 133.16 | | | | | | 154.19 | | |

| S&P 500 | | | | | | | | | 100.00 | | | | | | 118.40 | | | | | | 152.39 | | | | | | 124.79 | | | | | | 157.59 | | | | | | 197.02 | | |

| S&P Systems Software | | | | | | | | | 100.00 | | | | | | 143.08 | | | | | | 215.33 | | | | | | 156.16 | | | | | | 245.01 | | | | | | 288.35 | | |

| October 1 - 31 | | | | | | 86 | | | | | | $ | 927.22 | | | | | 86 | | | | | | $ | 482 | |

| November 1 - 30 | | | | | | 162 | | | | | | 1,022.16 | | | | | | 162 | | | | | | 316 | | |

| December 1 - 31 | | | | | | 45 | | | | | | 1,106.67 | | | | | | 45 | | | | | | 266 | | |

| Fourth Quarter 2024 | | | | | | 293 | | | | | | $ | 1,007.28 | | | | | 293 | | | | | | $ | 266 | |

As of December 31, 2024, approximately $266 million remained available for future repurchases under the share repurchase program.

In January 2025, our board of directors authorized an additional $3.0 billion in repurchases under the share repurchase program.

Refer to Note 13 “Stockholders’ Equity” in the notes to the consolidated financial statements included in Part II, Item 8 of this Annual Report for additional information.

| ServiceNow, Inc. | | | | | | | | | 100.00 | | | | | | 158.56 | | | | | | 309.14 | | | | | | 364.57 | | | | | | 218.07 | | | | | | 396.79 | | |

| NYSE Composite | | | | | | | | | 100.00 | | | | | | 125.51 | | | | | | 134.28 | | | | | | 162.04 | | | | | | 146.89 | | | | | | 167.12 | | |

| S&P 500 | | | | | | | | | 100.00 | | | | | | 131.49 | | | | | | 155.68 | | | | | | 200.37 | | | | | | 164.08 | | | | | | 207.21 | | |

| S&P Systems Software | | | | | | | | | 100.00 | | | | | | 151.38 | | | | | | 216.60 | | | | | | 325.96 | | | | | | 236.39 | | | | | | 370.89 | | |

| October 1 - 31 | | | | | | 35 | | | | | | $ | 572.45 | | | | | 35 | | | | | | $ | 1.20 | |

| November 1 - 30 | | | | | | 365 | | | | | | 644.02 | | | | | | 365 | | | | | | 0.96 | | |

| December 1 - 31 | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.96 | | |

| Fourth Quarter 2023 | | | | | | 400 | | | | | | $ | 639.59 | | | | | 400 | | | | | | $ | 0.96 | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i2fb86d8ca224400c9cb48c6bf7d8b20a_67)] [added: Firm](#ic67b85b2b5ed4f1fb380218f36fe6308_70)] (PCAOB ID 238) | | | [removed: [51](#i2fb86d8ca224400c9cb48c6bf7d8b20a_67)] [added: [55](#ic67b85b2b5ed4f1fb380218f36fe6308_70)] | | |

| [Consolidated Balance [removed: Sheets](#i2fb86d8ca224400c9cb48c6bf7d8b20a_70)] [added: Sheets](#ic67b85b2b5ed4f1fb380218f36fe6308_73)] | | | [removed: [53](#i2fb86d8ca224400c9cb48c6bf7d8b20a_70)] [added: [57](#ic67b85b2b5ed4f1fb380218f36fe6308_73)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i2fb86d8ca224400c9cb48c6bf7d8b20a_73)] [added: Income](#ic67b85b2b5ed4f1fb380218f36fe6308_76)] | | | [removed: [54](#i2fb86d8ca224400c9cb48c6bf7d8b20a_73)] [added: [58](#ic67b85b2b5ed4f1fb380218f36fe6308_76)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#i2fb86d8ca224400c9cb48c6bf7d8b20a_76)] [added: Equity](#ic67b85b2b5ed4f1fb380218f36fe6308_79)] | | | [removed: [55](#i2fb86d8ca224400c9cb48c6bf7d8b20a_76)] [added: [59](#ic67b85b2b5ed4f1fb380218f36fe6308_79)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i2fb86d8ca224400c9cb48c6bf7d8b20a_79)] [added: Flows](#ic67b85b2b5ed4f1fb380218f36fe6308_82)] | | | [removed: [56](#i2fb86d8ca224400c9cb48c6bf7d8b20a_79)] [added: [60](#ic67b85b2b5ed4f1fb380218f36fe6308_82)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i2fb86d8ca224400c9cb48c6bf7d8b20a_82)] [added: Statements](#ic67b85b2b5ed4f1fb380218f36fe6308_85)] | | | [removed: [57](#i2fb86d8ca224400c9cb48c6bf7d8b20a_82)] [added: [61](#ic67b85b2b5ed4f1fb380218f36fe6308_85)] | | |

We have audited the accompanying consolidated balance sheets of ServiceNow, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the related consolidated statements of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

The Company recognized subscription revenues of [removed: $8.7] [added: $10.6] billion for the year ended December 31, [removed: 2023.][added: 2024.]

The principal [removed: consideration] [added: considerations] for our determination that performing procedures relating to [removed: subscription] revenue recognition for [removed: customer contracts with multiple performance obligations] [added: subscription revenue] is a critical audit matter [removed: is the matter involved significant audit] [added: are a high degree of auditor] effort in performing procedures [added: and evaluating audit evidence] related to [removed: management’s identification of distinct performance obligations.][added: the Company’s subscription revenue recognition.]

These procedures included testing the effectiveness of controls relating to the revenue recognition [removed: process, including controls over the identification of performance obligations and evaluation of the terms and conditions within the customer contracts] [added: process] for [removed: appropriate revenue recognition.][added: subscription revenue.]

| | | | December [removed: 31,] [added: 31, 2024] | | | | | | | | | [added: | | | | | | | | | | | |]

| | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Cash and cash equivalents | | | $ | [added: 2,304 | | | | | $ |] 1,897 | | | | | $ | 1,470 | |

| Short-term investments | | | [removed: 2,980] [added: 3,458] | | | | | | [removed: 2,810] [added: 2,980] | | |

| Accounts receivable, net | | | [removed: 2,036] [added: 2,240] | | | | | | [removed: 1,725] [added: 2,036] | | |

| Current portion of deferred commissions | | | [removed: 461] [added: 517] | | | | | | [removed: 369] [added: 461] | | |

| Prepaid expenses and other current assets | | | [removed: 403] [added: 668] | | | | | | [removed: 280] [added: 403] | | |

| Total current assets | | | [removed: 7,777] [added: 9,187] | | | | | | [removed: 6,654] [added: 7,777] | | |

| Deferred commissions, less current portion | | | [removed: 919] [added: 999] | | | | | | [removed: 742] [added: 919] | | |

| Long-term investments | | | [removed: 3,203] [added: 4,111] | | | | | | [removed: 2,117] [added: 3,203] | | |

| Property and equipment, net | | | [removed: 1,358] [added: 1,763] | | | | | | [removed: 1,053] [added: 1,358] | | |

| Operating lease right-of-use assets | | | [removed: 715] [added: 693] | | | | | | [removed: 682] [added: 715] | | |

| Intangible assets, net | | | [removed: 224] [added: 209] | | | | | | [removed: 232] [added: 224] | | |

| Goodwill | | | [removed: 1,231] [added: 1,273] | | | | | | [removed: 824] [added: 1,231] | | |

| Deferred tax assets | | | [removed: 1,508] [added: 1,385] | | | | | | [removed: 636] [added: 1,508] | | |

| Other assets | | | [removed: 452] [added: 763] | | | | | | [removed: 359] [added: 452] | | |

| Total assets | | | $ | [removed: 17,387] [added: 20,383] | | | | | $ | [removed: 13,299] [added: 17,387] | |

| Accounts payable | | | $ | [removed: 126] [added: 68] | | | | | $ | [removed: 274] [added: 126] | |

| Accrued expenses and other current liabilities | | | [removed: 1,365] [added: 1,369] | | | | | | [removed: 975] [added: 1,365] | | |

| Current portion of deferred revenue | | | [removed: 5,785] [added: 6,819] | | | | | | [removed: 4,660] [added: 5,785] | | |

| Current portion of operating lease liabilities | | | [removed: 89] [added: 102] | | | | | | [removed: 96] [added: 89] | | |

| Total current liabilities | | | [removed: 7,365] [added: 8,358] | | | | | | [removed: 6,005] [added: 7,365] | | |

| Deferred revenue, less current portion | | | [removed: 81] [added: 95] | | | | | | [removed: 70] [added: 81] | | |

| Operating lease liabilities, less current portion | | | [removed: 707] [added: 687] | | | | | | [removed: 650] [added: 707] | | |

| Long-term debt, net | | | [removed: 1,488] [added: 1,489] | | | | | | [removed: 1,486] [added: 1,488] | | |

| Other long-term liabilities | | | [removed: 118] [added: 145] | | | | | | [removed: 56] [added: 118] | | |

| Total liabilities | | | [removed: 9,759] [added: 10,774] | | | | | | [removed: 8,267] [added: 9,759] | | |

*Revenue Recognition – Subscription Revenue*

As described in Note 2 to the consolidated financial statements, subscription revenues are primarily comprised of subscription fees that give customers access to the ordered subscription service, related support and updates, if any, to the subscribed service during the subscription term.

The Company recognizes subscription revenues ratably over the contract term beginning on the commencement date of each contract, which is the date the Company makes their services available to their customers.

The Company’s contracts with customers typically include a fixed amount of consideration and are generally non-cancellable and without any refund-type provisions.

These procedures also included, among others (i) testing subscription revenue transactions, on a sample basis, by obtaining and inspecting source documents, such as contracts, invoices and cash receipts, and recalculating revenue recognized and (ii) testing outstanding customer invoice balances as of December 31, 2024, on a sample basis, by obtaining and inspecting source documents, such as contracts and subsequent cash receipts.

January 29, 2025

| Unrealized gains (losses) on derivative instruments, net of tax | | | 50 | | | | | | — | | | | | | — | | |

| Common stock repurchased | | | — | | | | | | — | | | | | | (790) | | | | | | (696) | | | | | | — | | | | | | — | | | | | | — | | | | | | (696) | | |

| Balance as of December 31, 2024 | | | 208,151 | | | | | | $ | — | | | | | (1,664) | | | | | | $ | (1,219) | | | | | $ | 7,402 | | | | | $ | 3,494 | | | | | $ | (68) | | | | | $ | 9,609 | |

| Net income | | | $ | 1,425 | | | | | $ | 1,731 | | | | | $ | 325 | |

| Purchases of other intangibles | | | (40) | | | | | | (3) | | | | | | — | | |

| Business combination | | | (184) | | | | | | — | | | | | | — | | |

Our intelligent platform, the Now Platform, is a cloud-based solution that helps enterprises and organizations across public and private sectors digitize workflows, in line with our purpose of making the world work better for everyone.

The Now Platform is the AI platform for digital transformation.

Based on the carrying amount of data center equipment included in property and equipment, net as of December 31, 2023, the effect of this change in estimate for the year ended December 31, 2024, was a reduction in depreciation expense of $101 million and an increase in net income of $81 million, or $0.39 per share basic and $0.39 per share diluted.

Our chief operating decision maker (“CODM”), the Chief Executive Officer, manages the Company’s business activities as a single operating and reportable segment at the consolidated level.

Accordingly, our CODM uses consolidated net income to measure segment profit or loss, allocate resources and assess performance.

Further, the CODM reviews and utilizes functional expenses (cost of revenues, sales and marketing, research and development, and general and administrative) at the consolidated level to manage the Company’s operations.

Other segment items included in consolidated net income are interest income, other expense, net and the provision for (benefit from) income taxes, which are reflected in the consolidated statements of comprehensive income.

Privately held equity securities in which we do not have a controlling financial interest in but exercise significant influence over the investee are accounted for under equity method accounting.

These investments are measured at cost less any impairment, plus or minus our share of equity method investee income or loss.

*Derivatives Designated as Hedging Instruments*

We record derivatives at fair value as either assets or liabilities on our consolidated balance sheets.

For derivative contracts entered into to hedge a portion of our forecasted foreign currency denominated revenues that are designated and qualify as cash flow hedges, the unrealized gain or loss on the derivative instrument is reported as a component of accumulated other comprehensive income (loss) and reclassified into earnings as subscription revenues when the hedged transaction affects earnings.

The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions.

We also formally assess, both at the inception of the hedge, and on an ongoing basis, whether each derivative is highly effective in offsetting changes in cash flows of the hedged item.

Fluctuations in the value of the derivative instruments are generally offset by changes in the hedged item; however, if it is determined that a derivative is not highly effective as a hedge or if a derivative ceases to be a highly effective hedge, the Company will discontinue hedge accounting prospectively for the affected derivative.

*Derivatives not Designated as Hedging Instruments*

Derivative contracts not designated as hedging instruments consist of foreign currency forward contracts that we primarily use to hedge monetary assets and liabilities denominated in non-functional currencies.

These foreign currency forward contracts are recorded at fair value and have maturities of 12 months or less.

We had one customer, a U.S. federal channel partner and systems integrator, that represented 12% of our accounts receivable balance as of December 31, 2024 and 11% of our total revenues for the year ended December 31, 2024.

Based on our periodic credit evaluations, there have been no historical collection concerns with this customer.

Revision of Prior Period Financial Statements

During the quarter ended June 30, 2024, the Company identified an immaterial error in the condensed consolidated statements of cash flows for the period ended March 31, 2024 relating to a misclassification between investing cash outflows and financing cash outflows.

The second installment payment for a business combination completed during the quarter ended September 30, 2023, totaling $184 million, was incorrectly classified as an investing cash outflow instead of a financing cash outflow.

The Company determined that the error was not material to any previously issued financial statements and will revise such error in its Quarterly Report on Form 10-Q for the three months ending March 31, 2025.

Recently Issued Accounting Pronouncement Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.

We adopted this standard effective January 1, 2024 using a retrospective method.

For further information, refer to the Segments section in Note 2 “Summary of Significant Accounting Policies.”

[Tabl](#i2fb86d8ca224400c9cb48c6bf7d8b20a_7)[e of Contents](#i2fb86d8ca224400c9cb48c6bf7d8b20a_7)

*Subscription revenue recognition - customer contracts with multiple performance obligations*

As described in Note 2 to the consolidated financial statements, the Company enters into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations.

Subscription revenues include self-hosted offerings in which customers deploy, or the Company grants customers the option to deploy without significant penalty, the Company’s subscription services internally or contract with a third party to host the software.

For these contracts, management accounts for the software element separately from the related support and updates as they are distinct performance obligations.

The transaction price allocated to the software element is recognized when transfer of control of the software to the customer is complete.

The transaction price allocated to the related support and updates are recognized ratably over the contract term.

As disclosed by management, evaluating the terms and conditions included within the Company’s customer contracts for appropriate revenue recognition and determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment.

These procedures also included, among others, testing management’s process for identifying distinct performance obligations and evaluating the terms and conditions within the customer contracts by examining the customer contracts on a test basis for appropriate revenue recognition.

January 25, 2024

| | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance as of December 31, 2020 | | | 195,845 | | | | | | $ | — | | | | | — | | | | | | $ | — | | | | | $ | 2,974 | | | | | $ | (234) | | | | | $ | 94 | | | | | $ | 2,834 | |

| Shares granted related to business combinations | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6 | | | | | | — | | | | | | — | | | | | | 6 | | |

| Settlement of 2022 Notes conversion feature | | | — | | | | | | 233 | | | | | | 225 | | |

| Benefit from exercise of 2022 Note Hedge | | | — | | | | | | 233 | | | | | | 224 | | |

Our intelligent platform, the Now Platform, is a cloud-based solution with embedded artificial intelligence and machine learning capabilities that helps global enterprises across industries, universities and governments unify and digitize their workflows.

Our chief operating decision maker, the Chief Executive Officer, allocates resources and assesses financial performance based upon discrete financial information at the consolidated level.

There are no segment managers who are held accountable by the chief operating decision maker, or anyone else, for operations, operating results and planning for levels or components below the consolidated unit level.

Accordingly, we have determined that we operate as a single operating and reportable segment.

Customer deposits primarily relate to payments received from customers which could be refundable pursuant to the terms of the contract and are presented under accrued expenses and other current liabilities on our consolidated balance sheets.

We use derivative financial instruments, mainly foreign currency forward contracts with maturities of 12 months or less, to manage foreign currency risks.

As of December 31, 2023 and 2022, there were no customers that represented more than 10% of our accounts receivable balance.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Total | | | $ | 6,183 | |

These balances include a $100 million investment in the common and preferred shares of Celonis SE, a privately held company that develops and sells process mining software.

| Deposits | | | 124 | | | | | | — | | | | | | 124 | | |

| Certificates of deposit | | | — | | | | | | 162 | | | | | | 162 | | |

| Total | | | $ | 862 | | | | | $ | 4,983 | | | | | $ | 5,845 | |

The consideration is paid in two installments.

The first installment was made at the close of the transaction in July 2023.

The second installment will be paid in February 2024 and is recognized as accrued expenses and other current liabilities, which is a non-cash financing activity as of December 31, 2023.

The fair values assigned to tangible and intangible assets acquired, liabilities assumed and income taxes payable and deferred taxes are based on management’s estimates and assumptions.

The provisional measurements of fair value for certain assets and liabilities, which encompass primarily deferred taxes and income taxes payable, may be subject to change as additional information is received.

The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date.

On June 15, 2021, we acquired Lightstep, Inc., a leading observability solution provider, for $512 million in a cash transaction.

The purchase price was allocated based on the estimated fair value of developed technology intangible asset of $85 million (five-year estimated useful life), customer related and brand assets of $11 million, net tangible assets of $8 million, deferred tax liabilities of $6 million and goodwill of $413 million, which is not deductible for income tax purposes.

On January 8, 2021, we acquired all outstanding stock of Element AI Inc., a leading enterprise artificial intelligence solution provider, for $228 million in an all-cash transaction.

Our Chief Executive Officer and Chief Financial Officer have concluded, based on the evaluation of the effectiveness of the disclosure controls and procedures by our management as of December 31, [removed: 2023,] [added: 2024,] that our disclosure controls and procedures were effective at the reasonable assurance level for this purpose.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included in Item 8 of this Annual Report on Form 10-K.

There were no changes to our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, [removed: 2023] [added: 2024] that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

During the quarter ended December 31, [removed: 2023,] [added: 2024,] the following directors and Section 16 officers adopted trading arrangements intended to satisfy the affirmative defense of Rule 10b5-1(c):

The plan, which expires [removed: November 22, 2024,] [added: May 30, 2025,] provides for the sale of 100% of the [removed: (net)] [added: net vested] shares resulting from the vesting of [removed: 11,944 additional (gross) shares of our common] [added: 428 restricted] stock [added: units] during the plan [removed: period (net shares are net of tax withholding).][added: period, subject to certain vesting conditions.]

- Frederic Luddy, a member of our board of directors, adopted a trading plan on November [removed: 21, 2023.][added: 26, 2024.]

The plan, which expires [removed: June 7, 2024,] [added: October 31, 2025,] provides for the sale of [removed: 100%] [added: (i) up to 352 shares] of [added: our common stock and (ii) up to 80% of] the [removed: (net)] [added: net vested] shares resulting from the vesting of [removed: 598 additional (gross) shares of our common] [added: 14,467 restricted] stock [added: units and performance-based restricted stock units] during the plan [removed: period (net shares are net of tax withholding).][added: period, subject to certain vesting conditions.]

- Larry Quinlan, a member of our board of directors, adopted a trading plan on November 1, 2024.

The plan, which expires April 30, 2025, provides for the sale of 830 shares of our common stock during the plan period.

- Gina Mastantuono, our Chief Financial Officer, adopted a trading plan on November 22, 2024.

Net vested shares are net of tax withholding.

- Russell Elmer, our General Counsel, adopted a trading plan on November 22, 2023.

| [removed: [3.1](http://www.sec.gov/Archives/edgar/data/1373715/000137371521000182/june2021charteramendment.htm)] [added: [3.1](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000182/june2021charteramendment.htm)] | | | [Restated Certificate of Incorporation of Registrant, as amended](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000182/june2021charteramendment.htm) | | | | | | 8-K | | | | | | 001-35580 | | | | | | 3.1 | | | | | | 6/9/2021 | | | | | | | | |

| [removed: [3.2](http://www.sec.gov/Archives/edgar/data/1373715/000137371521000182/june2021restatedbylaws.htm)] [added: [3.2](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000182/june2021restatedbylaws.htm)] | | | [Restated Bylaws of Registrant](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000182/june2021restatedbylaws.htm) | | | | | | 8-K | | | | | | 001-35580 | | | | | | 3.2 | | | | | | 6/9/2021 | | | | | | | | |

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/1373715/000119312512274253/d301887dex41.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1373715/000119312512274253/d301887dex41.htm)] | | | [Form of Common Stock [removed: Certificate](http://www.sec.gov/Archives/edgar/data/1373715/000119312512274253/d301887dex41.htm)] [added: Certificate](https://www.sec.gov/Archives/edgar/data/1373715/000119312512274253/d301887dex41.htm)] | | | | | | S-1/A | | | | | | 333-180486 | | | | | | 4.1 | | | | | | 6/19/2012 | | | | | | | | |

| [removed: [4.2](http://www.sec.gov/Archives/edgar/data/1373715/000119312520216380/d18413dex41.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1373715/000119312520216380/d18413dex41.htm)] | | | [Indenture, dated August 11, 2020, by and between the Registrant and Wells Fargo Bank, National [removed: Association](http://www.sec.gov/Archives/edgar/data/1373715/000119312520216380/d18413dex41.htm)] [added: Association](https://www.sec.gov/Archives/edgar/data/1373715/000119312520216380/d18413dex41.htm)] | | | | | | 8-K | | | | | | 001-35580 | | | | | | 4.1 | | | | | | 8/11/2020 | | | | | | | | |

| [removed: [4.3](http://www.sec.gov/Archives/edgar/data/1373715/000119312520216380/d18413dex42.htm)] [added: [4.3](https://www.sec.gov/Archives/edgar/data/1373715/000119312520216380/d18413dex42.htm)] | | | [First Supplemental Indenture (including Form of Note), dated August 11, 2020, by and between the Registrant and Wells Fargo Bank, National [removed: Association](http://www.sec.gov/Archives/edgar/data/1373715/000119312520216380/d18413dex42.htm)] [added: Association](https://www.sec.gov/Archives/edgar/data/1373715/000119312520216380/d18413dex42.htm)] | | | | | | 8-K | | | | | | 001-35580 | | | | | | 4.2 | | | | | | 8/11/2020 | | | | | | | | |

| [removed: [10.1*](http://www.sec.gov/Archives/edgar/data/1373715/000137371515000067/now-20141231xex101.htm)] [added: [10.1*](https://www.sec.gov/Archives/edgar/data/1373715/000137371515000067/now-20141231xex101.htm)] | | | [Form of Indemnification [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1373715/000137371515000067/now-20141231xex101.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1373715/000137371515000067/now-20141231xex101.htm)] | | | | | | 10-K | | | | | | 001-35580 | | | | | | 10.1 | | | | | | 2/27/2015 | | | | | | | | |

| [removed: [10.2*](http://www.sec.gov/Archives/edgar/data/1373715/000137371519000070/now-20181231xex103.htm)] [added: [10.2*](https://www.sec.gov/Archives/edgar/data/1373715/000137371519000070/now-20181231xex103.htm)] | | | [2012 Equity Incentive Plan, as amended through January 29, [removed: 2019](http://www.sec.gov/Archives/edgar/data/1373715/000137371519000070/now-20181231xex103.htm)] [added: 2019](https://www.sec.gov/Archives/edgar/data/1373715/000137371519000070/now-20181231xex103.htm)] | | | | | | 10-K | | | | | | 001-35580 | | | | | | 10.3 | | | | | | 2/27/2019 | | | | | | | | |

| [removed: [10.3*](http://www.sec.gov/Archives/edgar/data/1373715/000137371520000191/now-20200630xex101.htm)] [added: [10.3*](https://www.sec.gov/Archives/edgar/data/1373715/000137371520000191/now-20200630xex101.htm)] | | | [Form of Stock Option Award Agreement under 2012 Equity Incentive Plan, adopted as of April 16, [removed: 2020](http://www.sec.gov/Archives/edgar/data/1373715/000137371520000191/now-20200630xex101.htm)] [added: 2020](https://www.sec.gov/Archives/edgar/data/1373715/000137371520000191/now-20200630xex101.htm)] | | | | | | 10-Q | | | | | | 001-35580 | | | | | | 10.1 | | | | | | 7/30/2020 | | | | | | | | |

| [removed: [10.6*](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000202/now-20210630xex104.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000241/now-20220630xex101.htm)[6](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000241/now-20220630xex101.htm)[*](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000241/now-20220630xex101.htm)] | | | [removed: [Related form] [added: [Form] of equity agreements under the Amended and Restated 2021 Equity Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000202/now-20210630xex104.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000241/now-20220630xex101.htm)] | | | | | | 10-Q | | | | | | 001-35580 | | | | | | [removed: 10.4] [added: 10.1] | | | | | | [removed: 7/29/2021] [added: 7/28/2022] | | | | | | | | |

| [removed: [10.7*](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000241/now-20220630xex101.htm)] [added: [10.8*](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000241/now-20220630xex102.htm)] | | | [removed: [Related form] [added: [Form] of [removed: global equity agreements] [added: Subscription Agreement] under the Amended and Restated [removed: 2021 Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000241/now-20220630xex101.htm)] [added: 2012 Employee Stock Purchase Plan](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000241/now-20220630xex102.htm)] | | | | | | 10-Q | | | | | | 001-35580 | | | | | | [removed: 10.1] [added: 10.2] | | | | | | 7/28/2022 | | | | | | | | |

| [removed: [10.8*](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000182/ar2012espp.htm)] [added: [10.7*](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000182/ar2012espp.htm)] | | | [Amended and Restated 2012 Employee Stock Purchase Plan](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000182/ar2012espp.htm) | | | | | | 8-K | | | | | | 001-35580 | | | | | | 10.2 | | | | | | 6/9/2021 | | | | | | | | |

| [removed: [10.11*](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000358/a1aex44-2022newxhireequity.htm)] [added: [10.10*](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000358/a1aex44-2022newxhireequity.htm)] | | | [2022 New-Hire Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000358/a1aex44-2022newxhireequity.htm) | | | | | | S-8 | | | | | | 333-268298 | | | | | | 4.4 | | | | | | 11/10/2022 | | | | | | | | |

| [removed: [10.12*](http://www.sec.gov/Archives/edgar/data/1373715/000119312519271896/d805784dex101.htm)] [added: [10.11*](https://www.sec.gov/Archives/edgar/data/1373715/000119312519271896/d805784dex101.htm)] | | | [Employment Agreement dated October 22, 2019 between the Registrant and William R. [removed: McDermott](http://www.sec.gov/Archives/edgar/data/1373715/000119312519271896/d805784dex101.htm)] [added: McDermott](https://www.sec.gov/Archives/edgar/data/1373715/000119312519271896/d805784dex101.htm)] | | | | | | 8-K | | | | | | 001-35580 | | | | | | 10.1 | | | | | | 10/23/2019 | | | | | | | | |

| [removed: [10.13*](https://www.sec.gov/Archives/edgar/data/0001373715/000137371520000080/mcdermottemploymentagr.htm)] [added: [10.12*](https://www.sec.gov/Archives/edgar/data/0001373715/000137371520000080/mcdermottemploymentagr.htm)] | | | [Amendment to Employment Agreement dated March 24, 2020 between the Registrant and William R. McDermott](https://www.sec.gov/Archives/edgar/data/0001373715/000137371520000080/mcdermottemploymentagr.htm) | | | | | | 8-K | | | | | | 001-35580 | | | | | | 10.1 | | | | | | 3/27/2020 | | | | | | | | |

| [removed: [10.14*](http://www.sec.gov/Archives/edgar/data/1373715/000137371519000297/employmentagreement-gm.htm)] [added: [10.13*](https://www.sec.gov/Archives/edgar/data/1373715/000137371519000297/employmentagreement-gm.htm)] | | | [Employment Agreement dated November 15, 2019 between the Registrant and Gina [removed: Mastantuono](http://www.sec.gov/Archives/edgar/data/1373715/000137371519000297/employmentagreement-gm.htm)] [added: Mastantuono](https://www.sec.gov/Archives/edgar/data/1373715/000137371519000297/employmentagreement-gm.htm)] | | | | | | 8-K | | | | | | 001-35580 | | | | | | 10.1 | | | | | | 11/18/2019 | | | | | | | | |

| [removed: [10.15*](http://www.sec.gov/Archives/edgar/data/1373715/000137371517000164/now-2017930xex101.htm)] [added: [10.14*](https://www.sec.gov/Archives/edgar/data/1373715/000137371517000164/now-2017930xex101.htm)] | | | [Confirmatory Employment Letter Agreement dated October 31, 2017, between the Registrant and Chirantan J. [removed: Desai](http://www.sec.gov/Archives/edgar/data/1373715/000137371517000164/now-2017930xex101.htm)] [added: Desai](https://www.sec.gov/Archives/edgar/data/1373715/000137371517000164/now-2017930xex101.htm)] | | | | | | 10-Q | | | | | | 001-35580 | | | | | | 10.1 | | | | | | 11/6/2017 | | | | | | | | |

| [removed: [10.16*](https://www.sec.gov/Archives/edgar/data/1373715/000137371523000419/now-20230930xex101.htm)] [added: [10.15*](https://www.sec.gov/Archives/edgar/data/1373715/000137371523000419/now-20230930xex101.htm)] | | | [Temporary Relocation dated July 28, 2023, by and between the Registrant and Chirantan J. Desai](https://www.sec.gov/Archives/edgar/data/1373715/000137371523000419/now-20230930xex101.htm) | | | | | | 10-Q | | | | | | 001-35580 | | | | | | 10.1 | | | | | | 10/26/2023 | | | | | | | | |

| [removed: [10.17*](http://www.sec.gov/Archives/edgar/data/1373715/000137371519000070/now-20181231xex1017.htm)] [added: [10.19*](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000292/now-20210930xex101.htm)] | | | [removed: [Confirmatory Employment] [added: [Employment] Letter Agreement dated [removed: November 13, 2018,] [added: June 18, 2021 by and] between the Registrant and [removed: Russell Elmer](http://www.sec.gov/Archives/edgar/data/1373715/000137371519000070/now-20181231xex1017.htm)] [added: Jacqueline Canney](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000292/now-20210930xex101.htm)] | | | | | | [removed: 10-K] [added: 10-Q] | | | | | | 001-35580 | | | | | | [removed: 10.17] [added: 10.1] | | | | | | [removed: 2/27/2019] [added: 10/28/2021] | | | | | | | | |

| [10.18*](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000100/a101formeaamendment.htm) | | | [Form of Amendment to Employment Agreement between the Registrant and each of Gina [removed: Mastantuono, Chirantan] [added: Mastantuono](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000100/a101formeaamendment.htm) [and](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000100/a101formeaamendment.htm) [Chirantan] J. [removed: Desai,](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000100/a101formeaamendment.htm) [and Russell S. Elmer.](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000100/a101formeaamendment.htm)] [added: Desai](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000100/a101formeaamendment.htm)] | | | | | | 8-K | | | | | | 001-35580 | | | | | | 10.1 | | | | | | 4/16/2021 | | | | | | | | |

| [removed: [10.19*](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000292/now-20210930xex101.htm)] [added: [10.23*](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000342/ex101employmentagreement.htm)] | | | [Employment Letter Agreement dated [removed: June] [added: September] 18, [removed: 2021] [added: 2024,] by and between the Registrant and [removed: Jacqueline Canney.](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000292/now-20210930xex101.htm)] [added: Amit Zavery](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000342/ex101employmentagreement.htm)] | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | 001-35580 | | | | | | 10.1 | | | | | | [removed: 10/28/2021] [added: 10/23/2024] | | | | | | | | |

| [removed: [10.20*](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000024/now-20211231xex1025.htm)] [added: [10.20*](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000134/now-20220331xex103.htm)] | | | [Employment [added: Letter] Agreement dated [removed: August 20, 2021] [added: April 26, 2022, as amended,] by and between Registrant and [removed: Nicholas Tzitzon.](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000024/now-20211231xex1025.htm)] [added: Paul Smith](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000134/now-20220331xex103.htm)] | | | | | | [removed: 10-K] [added: 10-Q] | | | | | | 001-35580 | | | | | | [removed: 10.25] [added: 10.3] | | | | | | [removed: 2/3/2022] [added: 4/28/2022] | | | | | | | | |

| [removed: [10.21*](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000241/now-20220630xex103.htm)] [added: [1](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000272/now-20231231xex102xq224.htm)[0.2](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000272/now-20231231xex102xq224.htm)[1](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000272/now-20231231xex102xq224.htm)[*](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000272/now-20231231xex102xq224.htm)] | | | [removed: [Letter of Understanding - International Assignment] [added: [International Secondment Agreement] dated [removed: June 22, 2022,] [added: April 2, 2024, by and] between the Registrant and [removed: Nicholas Tzitzon](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000241/now-20220630xex103.htm)] [added: Paul Smith](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000272/now-20231231xex102xq224.htm)] | | | | | | 10-Q | | | | | | 001-35580 | | | | | | [removed: 10.3] [added: 10.2] | | | | | | [removed: 7/28/2022] [added: 7/25/2024] | | | | | | | | |

| [removed: [10.22*](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000134/now-20220331xex101.htm)] [added: [10.16*](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000272/now-20231231xex101xq224.htm)] | | | [removed: [Confirmatory Employment Letter Agreement] [added: [Extension of Temporary Relocation Agreement,] dated [removed: January 2, 2018, as amended] [added: April 1, 2024,] by and between the [removed: Registrant] [added: registrant] and [removed: Christopher Bedi](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000134/now-20220331xex101.htm)] [added: Chirantan J. Desai](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000272/now-20231231xex101xq224.htm)] | | | | | | 10-Q | | | | | | 001-35580 | | | | | | 10.1 | | | | | | [removed: 4/28/2022] [added: 7/25/2024] | | | | | | | | |

| [removed: [10.23*](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000134/now-20220331xex102.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/1373715/000137371525000010/paulsmithofferletter-nov20.htm)[2](https://www.sec.gov/Archives/edgar/data/1373715/000137371525000010/paulsmithofferletter-nov20.htm)[*](https://www.sec.gov/Archives/edgar/data/1373715/000137371525000010/paulsmithofferletter-nov20.htm)] | | | [Employment Letter Agreement dated November [removed: 6, 2017, as amended,] [added: 25, 2024,] by and between [added: the] Registrant and [removed: Lara Caimi](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000134/now-20220331xex102.htm)] [added: Paul Smith](https://www.sec.gov/Archives/edgar/data/1373715/000137371525000010/paulsmithofferletter-nov20.htm)] | | | | | | [removed: 10-Q] | | | | | | [removed: 001-35580] | | | | | | [removed: 10.2] | | | | | | [removed: 4/28/2022] | | | | | | [added: X] | | |

| [removed: [21.1](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000030/now-20231231xex211.htm)] [added: [21.1](https://www.sec.gov/Archives/edgar/data/1373715/000137371525000010/now-20241231xex211.htm)] | | | [Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000030/now-20231231xex211.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1373715/000137371525000010/now-20241231xex211.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000030/now-20231231xex231.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1373715/000137371525000010/fy24servicenowconsent.htm)] | | | [Consent of independent registered public accounting [removed: firm](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000030/now-20231231xex231.htm)] [added: firm](https://www.sec.gov/Archives/edgar/data/1373715/000137371525000010/fy24servicenowconsent.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [removed: [24.1](#i2fb86d8ca224400c9cb48c6bf7d8b20a_205)] [added: [24.1](#ic67b85b2b5ed4f1fb380218f36fe6308_214)] | | | [Power of Attorney. Reference is made to the signature page [removed: hereto](#i2fb86d8ca224400c9cb48c6bf7d8b20a_205)] [added: hereto](#ic67b85b2b5ed4f1fb380218f36fe6308_214)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000030/now-20231231xex311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1373715/000137371525000010/now-20241231xex311.htm)] | | | [Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000030/now-20231231xex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1373715/000137371525000010/now-20241231xex311.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000030/now-20231231xex312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1373715/000137371525000010/now-20241231xex312.htm)] | | | [Certification of Periodic Report [removed: by Chief] [added: by](https://www.sec.gov/Archives/edgar/data/1373715/000137371525000010/now-20241231xex312.htm) [President and](https://www.sec.gov/Archives/edgar/data/1373715/000137371525000010/now-20241231xex312.htm) [Chief] Financial Officer under Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000030/now-20231231xex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1373715/000137371525000010/now-20241231xex312.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000030/now-20231231xex321.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1373715/000137371525000010/now-20241231xex321.htm)] | | | [Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000030/now-20231231xex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1373715/000137371525000010/now-20241231xex321.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [removed: [32.2](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000030/now-20231231xex322.htm)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/1373715/000137371525000010/now-20241231xex322.htm)] | | | [Certification [removed: of Chief] [added: of](https://www.sec.gov/Archives/edgar/data/1373715/000137371525000010/now-20241231xex322.htm) [President and](https://www.sec.gov/Archives/edgar/data/1373715/000137371525000010/now-20241231xex322.htm) [Chief] Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000030/now-20231231xex322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1373715/000137371525000010/now-20241231xex322.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [removed: [97*](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000030/now-20231231xex97.htm)] [added: [97.1*](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000030/now-20231231xex97.htm)] | | | [Incentive-Based Compensation Recovery Policy](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000030/now-20231231xex97.htm) | | | | | | [added: 10-K] | | | | | | [added: 001-35580] | | | | | | [added: 97] | | | | | | [added: 1/25/2024] | | | | | | [removed: X] | | |

Dated: January [removed: 25, 2024][added: 29, 2025]

| /s/ William R. McDermott | | | | | | Chairman and Chief Executive Officer *(Principal Executive Officer)* | | | | | | January [removed: 25, 2024] [added: 29, 2025] | | |

| /s/ Gina Mastantuono | | | | | | [added: President and] Chief Financial Officer *(Principal Financial Officer)* | | | | | | January [removed: 25, 2024] [added: 29, 2025] | | |

| /s/ Kevin T. McBride | | | | | | Chief Accounting Officer (*Principal Accounting Officer*) | | | | | | January [removed: 25, 2024] [added: 29, 2025] | | |

| /s/ Frederic B. Luddy | | | | | | Director | | | | | | January [removed: 25, 2024] [added: 29, 2025] | | |

| /s/ Deborah Black | | | | | | Director | | | | | | January [removed: 25, 2024] [added: 29, 2025] | | |

| /s/ Susan L. Bostrom | | | | | | Director | | | | | | January [removed: 25, 2024] [added: 29, 2025] | | |

| /s/ Teresa Briggs | | | | | | Director | | | | | | January [removed: 25, 2024] [added: 29, 2025] | | |

| [10.9*](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000426/a102servicenowexecutivesev.htm) | | | [ServiceNow, Inc. Executive Severance Policy](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000426/a102servicenowexecutivesev.htm) | | | | | | 8-K | | | | | | 001-35580 | | | | | | 10.2 | | | | | | 12/27/2024 | | | | | | | | |

| [10.17*](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000269/ex101agreement.htm) | | | [Mutual Separation and Release Agreement dated July 24, 2024, between the Company and Chirantan J.](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000269/ex101agreement.htm) [Desai](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000269/ex101agreement.htm) | | | | | | 10-Q | | | | | | 001-35580 | | | | | | 10.1 | | | | | | 10/24/2024 | | | | | | | | |

| [10.24*](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000426/a101servicenowformofeaamen.htm) | | | [Form of Amendment to Employment Agreement between the Registrant and each of William R. McDermott, Gina Mastantuono](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000426/a101servicenowformofeaamen.htm) [and](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000426/a101servicenowformofeaamen.htm) [Jacqueline Canney](https://www.sec.gov/Archives/edgar/data/1373715/000137371524000426/a101servicenowformofeaamen.htm) | | | | | | 8-K | | | | | | 001-35580 | | | | | | 10.1 | | | | | | 12/27/2024 | | | | | | | | |

| [19.1](https://www.sec.gov/Archives/edgar/data/1373715/000137371525000010/a26insidertradingpolicy.htm) | | | [I](https://www.sec.gov/Archives/edgar/data/1373715/000137371525000010/a26insidertradingpolicy.htm)[nsider Trading Policy](https://www.sec.gov/Archives/edgar/data/1373715/000137371525000010/a26insidertradingpolicy.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [10.9*](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000202/now-20210630xex105.htm) | | | [Form of Subscription Agreement under the Amended and Restated 2012 Employee Stock Purchase Plan](https://www.sec.gov/Archives/edgar/data/1373715/000137371521000202/now-20210630xex105.htm) | | | | | | 10-Q | | | | | | 001-35580 | | | | | | 10.5 | | | | | | 7/29/2021 | | | | | | | | |

| [10.10*](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000241/now-20220630xex102.htm) | | | [Form of Global Subscription Agreement under the Amended and Restated 2012 Employee Stock Purchase Plan](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000241/now-20220630xex102.htm) | | | | | | 10-Q | | | | | | 001-35580 | | | | | | 10.2 | | | | | | 7/28/2022 | | | | | | | | |

| [10.24*](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000134/now-20220331xex103.htm) | | | [Employment Letter Agreement dated April 26, 2022, as amended, by and between Registrant and Paul Smith](https://www.sec.gov/Archives/edgar/data/1373715/000137371522000134/now-20220331xex103.htm) | | | | | | 10-Q | | | | | | 001-35580 | | | | | | 10.3 | | | | | | 4/28/2022 | | | | | | | | |

| [10.25*](https://www.sec.gov/Archives/edgar/data/1373715/000137371523000325/now-20230630xex101.htm) | | | [Letter of Understanding - International Business Travel Arrangement dated May 26, 2023, between the Registrant and Paul Smith](https://www.sec.gov/Archives/edgar/data/1373715/000137371523000325/now-20230630xex101.htm) | | | | | | 10-Q | | | | | | 001-35580 | | | | | | 10.1 | | | | | | 7/27/2023 | | | | | | | | |