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Item 16. Form 10-K Summary

28K characters. Original on sec.gov ·

Item 16. Form 10-K Summary

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None.

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Part IV

Exhibit Index

Exhibit NumberDescription of DocumentIncorporated by ReferenceFiled Herewith
FormFile No.ExhibitFiling Date
3.1Amended and Restated Certificate of Incorporation of Registrant8-K001-355803.112/5/2025
3.2Restated Bylaws of Registrant8-K001-355803.12/12/2025
4.1Indenture, dated August 11, 2020, by and between the Registrant and Wells Fargo Bank, National Association8-K001-355804.18/11/2020
4.2First Supplemental Indenture (including Form of Note), dated August 11, 2020, by and between the Registrant and Wells Fargo Bank, National Association8-K001-355804.28/11/2020
4.3Description of Registrant’s Securities Registered Under Section 12 of the Exchange ActX
10.1*Form of Indemnification Agreement10-K001-3558010.12/27/2015
10.2*2012 Equity Incentive Plan, as amended December 17, 2025X
10.3*Form of Stock Option Award Agreement under 2012 Equity Incentive Plan, adopted as of April 16, 202010-Q001-3558010.17/30/2020
10.4*ServiceNow, Inc. Amended and Restated 2021 Equity Incentive Plan, as amended December 17, 2025X
10.5*Form of equity agreements under the Amended and Restated 2021 Equity Incentive Plan10-Q001-3558010.17/28/2022
10.6*Forms of Global Restricted Stock Unit Award Agreement and Global Performance Restricted Stock Unit Award Agreement, effective February 10, 2025, under the Amended and Restated 2021 Equity Incentive Plan10-Q001-3558010.14/23/2025
10.7*Amended and Restated 2012 Employee Stock Purchase Plan, as amended December 17, 2025X
2025 Annual Report108

Part IV

Exhibit NumberDescription of DocumentIncorporated by ReferenceFiled Herewith
FormFile No.ExhibitFiling Date
10.8*Form of Subscription Agreement under the Amended and Restated 2012 Employee Stock Purchase Plan10-Q001-3558010.27/28/2022
10.9*ServiceNow, Inc. Executive Severance Policy effective as of January 1, 20258-K001-3558010.212/27/2024
10.10*ServiceNow, Inc. Executive Severance Policy, effective as of January 1, 20268-K001-3558010.212/23/2025
10.11*Employment Agreement dated October 22, 2019 between the Registrant and William R. McDermott8-K001-3558010.110/23/2019
10.12*Amendment No. 1 to Employment Agreement dated March 24, 2020 between the Registrant and William R. McDermott8-K001-3558010.13/27/2020
10.13*Form of Amendment to Employment Agreement between the Registrant and each of William R. McDermott, Gina Mastantuono and Jacqueline Canney8-K001-3558010.112/27/2024
10.14*Amendment No. 3 to Employment Agreement effective as of January 1, 2026, between the Registrant and William R. McDermott8-K001-3558010.112/23/2025
10.15*Employment Agreement dated November 15, 2019 between the Registrant and Gina Mastantuono8-K001-3558010.111/18/2019
10.16*Employment Letter Agreement dated June 18, 2021 by and between the Registrant and Jacqueline Canney10-Q001-3558010.110/28/2021
10.17*Employment Letter Agreement dated April 26, 2022, as amended, by and between Registrant and Paul Smith10-Q001-3558010.34/28/2022
10.18*International Secondment Agreement dated April 2, 2024, by and between the Registrant and Paul Smith10-Q001-3558010.27/25/2024
10.19*Employment Letter Agreement dated November 25, 2024, by and between the Registrant and Paul Smith10-K001-3558010.221/30/2025
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Part IV

Exhibit NumberDescription of DocumentIncorporated by ReferenceFiled Herewith
FormFile No.ExhibitFiling Date
10.20*Employment Letter Agreement dated September 18, 2024, by and between the Registrant and Amit Zavery8-K001-3558010.110/23/2024
10.21*Amendment to Employment Agreement dated March 21, 2025, between the Registrant and Amit Zavery10-Q001-3558010.24/23/2025
19.1Insider Trading Policy10-K001-3558019.11/30/2025
21.1Subsidiaries of the RegistrantX
23.1Consent of independent registered public accounting firmX
24.1Power of Attorney. Reference is made to the signature page heretoX
31.1Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002X
31.2Certification of Periodic Report by President and Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002X
32.1**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 2002X
32.2**Certification of President and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X
97.1*Incentive-Based Compensation Recovery Policy10-K001-35580971/25/2024
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documentX
101.SCHInline XBRL Taxonomy Extension Schema DocumentX
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentX
2025 Annual Report110

Part IV

Exhibit NumberDescription of DocumentIncorporated by ReferenceFiled Herewith
FormFile No.ExhibitFiling Date
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentX
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentX
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)X
  • Indicates a management contract, compensatory plan or arrangement.

** The certifications on Exhibit 32 hereto are deemed not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liability of that Section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

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Part IV

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: January 28, 2026

ServiceNow, Inc.
By:/s/ William R. McDermott
William R. McDermott Chief Executive Officer
2025 Annual Report112

Part IV

Power of Attorney

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William R. McDermott and Gina Mastantuono, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated.

SignatureTitleDate
/s/ William R. McDermottChairman and Chief Executive Officer (Principal Executive Officer)January 28, 2026
William R. McDermott
/s/ Gina MastantuonoPresident and Chief Financial Officer (Principal Financial Officer)January 28, 2026
Gina Mastantuono
/s/ Kevin T. McBrideChief Accounting Officer (Principal Accounting Officer)January 28, 2026
Kevin T. McBride
/s/ Frederic B. LuddyDirectorJanuary 28, 2026
Frederic B. Luddy
/s/ Susan L. BostromDirectorJanuary 28, 2026
Susan L. Bostrom
/s/ Teresa BriggsDirectorJanuary 28, 2026
Teresa Briggs
/s/ Jonathan C. ChadwickDirectorJanuary 28, 2026
Jonathan C. Chadwick
/s/ Paul E. ChamberlainDirectorJanuary 28, 2026
Paul E. Chamberlain
/s/ Lawrence J. Jackson, Jr.DirectorJanuary 28, 2026
Lawrence J. Jackson, Jr.
/s/ Joseph M. QuinlanDirectorJanuary 28, 2026
Joseph M. Quinlan
/s/ Anita M. SandsDirectorJanuary 28, 2026
Anita M. Sands
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