Item 1A. RISK FACTORS

The Company’s business, financial condition, results of operations and stock price can be affected by a number of factors, whether currently known or unknown, including those described under the section “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024. When any one or more of these risks materialize from time to time, the Company’s business, financial condition, results of operations and stock price can be materially adversely affected. There have been no material changes to the Company’s risk factors since our Annual Report on Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuance of Equity Securities

On September 26, 2025, the Company issued an additional 609 shares of ServiceNow common stock pursuant to a post-closing price adjustment in connection with the acquisition of Logik.io Inc. The shares were issued in reliance upon the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder.

Purchases of Equity Securities

Share repurchases of the Company’s common stock for the three months ended September 30, 2025 were as follows:

(1) On May 16, 2023, the board of directors authorized a program to repurchase up to $1.5 billion of the Company’s common stock. In January 2025, our board of directors authorized an additional $3.0 billion in repurchases under the share repurchase program.