Every material Form 8-K ServiceNow has filed with the SEC since July 24, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
ServiceNow reported third-quarter 2026 financial results, posting subscription revenues of $3,988 million and total revenues of $4,106 million. The company beat the high end of its guidance across Q3 topline and profitability metrics and raised its full-year subscription revenues and free cash flow margin outlook.
Q3 2026 subscription revenues reached $3,988 million, up 21% year-over-year.
Current remaining performance obligations were $13.65 billion as of Q3 2026, representing 20.5% year-over-year growth.
The company raised its AI annual contract value target for 2026 to $1.7 billion.
Full-year free cash flow margin target was raised by 100 basis points to 36%.
ServiceNow reported second-quarter 2026 total revenues of $3,987 million, up 24% from a year earlier, and said subscription revenues exceeded the high end of its guidance range by 150 basis points. The company raised its full-year 2026 subscription revenue guidance, but GAAP income from operations fell to $162 million from $358 million and GAAP net income fell to $298 million, or $0.29 per diluted share, from $385 million, or $0.37.
Total revenues $3,987 million, up 24% year over year; subscription revenues $3,877 million, up 24.5%.
GAAP net income $298 million, or $0.29 per diluted share, versus $385 million, or $0.37, in Q2 2025.
FY 2026 GAAP subscription revenue guidance set at $15,760 million to $15,780 million, raised to reflect net new ACV strength.
Q3 2026 GAAP subscription revenue guidance of $3,975 million to $3,980 million; FX expected to be an approximately $35 million year-over-year headwind to Q3 cRPO.
At its annual meeting on May 21, 2026, ServiceNow shareholders elected nine directors and approved an increase of 38,000,000 shares in the reserve under its Amended and Restated 2021 Equity Incentive Plan. Shareholders also rejected a proposal on the right to act by written consent and chose to hold advisory votes on executive compensation every year.
Equity plan: shareholders approved 38,000,000 additional shares, with 736,442,496 votes for and 30,632,622 against.
Written consent: a shareholder proposal was rejected, with 486,029,473 votes against and 280,696,983 for.
Executive pay: 2025 named executive officer compensation was approved, with 654,688,799 votes for and 110,903,457 against.
Auditor: PricewaterhouseCoopers LLP was ratified for the year ending December 31, 2026, with 862,140,873 votes for.
ServiceNow completed a $4 billion offering of senior notes in five tranches maturing between 2028 and 2056, issued under an existing shelf registration. The filing adds debt of that size to the company's obligations, and it does not state how the proceeds will be used.
Five tranches: $750 million due 2028 at 4.250%, $600 million due 2031 at 4.700%, $650 million due 2033 at 5.050%, $1.25 billion due 2036 at 5.400%, and $750 million due 2056 at 6.300%
Underwriting Agreement dated May 12, 2026 with Barclays Capital, Citigroup Global Markets, J.P. Morgan Securities and Wells Fargo Securities as representatives
Indenture with U.S. Bank Trust Company, National Association, as trustee, dated May 15, 2026
Skadden, Arps, Slate, Meagher & Flom LLP issued a legality opinion on the notes
ServiceNow reported first-quarter 2026 revenue of $3.77 billion, up 22% from a year earlier, and net income of $469 million, or $0.45 per diluted share, versus $460 million, or $0.44, a year earlier. The company also raised its full-year 2026 subscription revenue outlook and, separately, took a $4 billion unsecured term loan due October 16, 2026 to help fund its Armis acquisition, which closed April 20, 2026.
Q1 2026 total revenues were $3,770 million, up 22% year over year (19% in constant currency); subscription revenues were $3,671 million.
Income from operations was $503 million, compared with $451 million in Q1 2025.
The company said Q1 results beat the high end of its guidance and raised its full-year 2026 subscription revenue outlook to $15,735 million to $15,775 million on a GAAP basis.
On April 17, 2026, ServiceNow entered a $4 billion unsecured term loan with JPMorgan Chase Bank, N.A. as administrative agent, maturing October 16, 2026.
ServiceNow entered into a $3 billion unsecured revolving credit facility maturing April 1, 2031, and established a commercial paper program capped at $3 billion. The company has not borrowed under the facility or issued any commercial paper notes as of the filing date, so the agreements add borrowing capacity without a current debt balance.
$3 billion unsecured revolving credit facility matures April 1, 2031, with JPMorgan Chase Bank, N.A. as administrative agent
Company may increase commitments by up to $2 billion, subject to lender participation
Commercial paper program caps notes outstanding at $3 billion, with maturities of up to 397 days
No borrowings under the facility and no commercial paper notes issued as of the filing date
ServiceNow's board appointed Danielle Fontaine, previously its Assistant Controller, as Chief Accounting Officer and Corporate Controller, effective February 17, 2026. Kevin McBride, the outgoing Chief Accounting Officer, was promoted to Executive Vice President, Accounting and Corporate Services. The change concerns a senior finance role, but the filing describes no change in company results or outlook.
Danielle Fontaine appointed Chief Accounting Officer and Corporate Controller, effective February 17, 2026
Fontaine receives a $420,000 annual base salary, a 40% target annual cash bonus, and a $1,250,000 RSU award vesting in equal quarterly installments over four years
Kevin McBride promoted to Executive Vice President, Accounting and Corporate Services
ServiceNow reported fourth-quarter 2025 total revenue of $3,568 million, up 20.5% from a year earlier, and GAAP net income of $401 million, or $0.38 per diluted share, compared with $384 million, or $0.37, in the same quarter of 2024. The company also gave first-quarter and full-year 2026 subscription revenue guidance and said its board authorized an additional $5.0 billion in share repurchases, which it said will help manage dilution.
Q4 2025 total revenue $3,568 million (up 20.5%); subscription revenue $3,466 million (up 21%)
Q4 2025 income from operations $443 million, up from $374 million a year earlier
Full-year 2026 GAAP subscription revenue guidance of $15,530 million to $15,570 million
Board authorized $5.0 billion in additional repurchases; about $1.4 billion remained under prior authorizations as of December 31, 2025, and a $2 billion accelerated share repurchase is planned
ServiceNow amended the employment agreement of CEO William R. McDermott and its Executive Severance Policy, both effective January 1, 2026. The amendment says he will remain with the company through at least December 31, 2030, in a CEO, co-CEO, or chairman role, and updates the severance terms he could receive on a qualifying termination. The filing describes these as contract changes and gives no financial results, so shareholders get clearer succession terms and severance terms but no new earnings or guidance.
Amendment dated December 23, 2025 keeps Mr. McDermott in service through at least December 31, 2030.
Upon a qualifying termination within three months before or 12 months after a change in control, the CEO may receive a lump sum of 2 times base salary plus target bonus, 24 months of COBRA benefits, and full vesting of unvested RSUs and PRS
Without a change in control, the CEO may receive one year of base salary in a lump sum, the actual bonus, and 12 months of COBRA benefits.
ServiceNow reported third-quarter 2025 total revenues of $3,407 million, up 22% year over year, and net income of $502 million, compared with $432 million a year earlier. The company raised its 2025 subscription revenue guidance, and its board approved a five-for-one stock split that requires shareholder approval at a December 5, 2025 special meeting.
Q3 2025 total revenues $3,407 million, up 22% year over year; subscription revenues $3,299 million, up 21.5%
Q3 2025 GAAP net income $502 million, or $2.40 per diluted share, versus $2.07 per diluted share a year earlier
Full-year 2025 GAAP subscription revenue guidance $12,835 million to $12,845 million; Q4 2025 subscription revenue guidance $3,420 million to $3,430 million
Five-for-one stock split approved by the board, subject to shareholder vote at a Special Meeting on December 5, 2025
ServiceNow reported second-quarter 2025 total revenues of $3,215 million, up 22.5% year over year, and GAAP net income of $385 million, or $1.84 per diluted share, compared with $262 million, or $1.26 per diluted share, a year earlier. The company said Q2 results exceeded its guidance and gave third-quarter and full-year 2025 subscription revenue guidance, and it expects about 2 points of headwind to cRPO growth in Q3 from a large renewal cohort timing in Q4.
Total revenues were $3,215 million, up 22.5% year over year (21.5% in constant currency).
GAAP net income was $385 million, or $1.84 per diluted share, versus $262 million, or $1.26, in Q2 2024.
Q3 2025 subscription revenue guidance is $3,260 million to $3,265 million; full-year 2025 subscription revenue guidance is $12,775 million to $12,795 million.
During Q2, ServiceNow repurchased about 381,000 shares for $361 million; about $2.6 billion remains under the $4.5 billion authorization.
ServiceNow reported first-quarter 2025 total revenue of $3,088 million, up 18.5% year over year, and net income of $460 million, or $2.20 per diluted share, compared with $347 million, or $1.67 per diluted share, a year earlier. The company said results exceeded its guidance, and it issued second-quarter and full-year 2025 subscription revenue guidance; the filing does not state whether the full-year outlook was raised. The filing also disclosed that President, Global Customer and Field Operations Paul Smith is resigning, effective April 23, 2025, and will remain in an advisory role until no later than September 30, 2025.
Q1 2025 subscription revenue was $3,005 million, up 19% year over year; income from operations was $451 million, versus $332 million a year earlier.
Second-quarter 2025 subscription revenue guidance is $3,030 million to $3,035 million; full-year 2025 subscription revenue guidance is $12,640 million to $12,680 million.
Paul Smith resigned as President, Global Customer and Field Operations, effective April 23, 2025; Paul Fipps succeeds him.
The company repurchased about 316,000 shares for $298 million in the quarter, with about $3 billion remaining under its $4.5 billion authorization.
ServiceNow reported fourth-quarter 2024 total revenues of $2,957 million, up 21% year over year, and full-year 2025 subscription revenue guidance of $12,635 million to $12,675 million, growth of 18.5% to 19%. The board also authorized an additional $3.0 billion in share repurchases, which the company says is aimed at managing dilution.
Q4 2024 GAAP net income was $384 million, or $1.86 per basic share and $1.83 per diluted share.
FY 2025 GAAP subscription revenue guidance is 18.5% to 19% year-over-year growth, compared with 23% GAAP subscription revenue growth in 2024.
Board authorized $3.0 billion in additional repurchases; about $266 million remained under the original $1.5 billion program as of December 31, 2024.
Q1 2025 GAAP subscription revenue guidance is $2,995 million to $3,000 million.
ServiceNow amended employment agreements with Chairman and CEO William R. McDermott, CFO Gina Mastantuono and Chief People Officer Jaqueline Canney, effective January 1, 2025, to incorporate a new Executive Severance Policy. The policy standardizes severance payments and benefits for the executive leadership team, including enhanced payments tied to a change in control.
Agreements dated December 24, 2024; amendments take effect January 1, 2025
Change-in-control terms: 2 times salary plus target bonus for the CEO and 1.5 times for other eligible employees, with 100% vesting of time-based RSUs
Non-change-in-control CEO severance: cash equal to annual base salary, actual bonus, and 12 months of COBRA coverage
Filing does not state a dollar value of potential payments
ServiceNow reported third-quarter 2024 total revenues of $2,797 million, up 22% year over year, and GAAP net income of $432 million, or $2.07 per diluted share, compared with $242 million, or $1.17, a year earlier. The company raised its full-year 2024 GAAP subscription revenue guidance to $10,655 million to $10,660 million and named Amit Zavery president, chief product officer and chief operating officer, effective October 28, 2024.
Q3 2024 total revenues of $2,797 million, up 22% year over year; subscription revenues of $2,715 million, up 23%
GAAP net income of $432 million, or $2.07 per diluted share, versus $242 million, or $1.17, in Q3 2023
Full-year 2024 GAAP subscription revenue guidance raised to $10,655 million to $10,660 million
Amit Zavery appointed president, chief product officer and chief operating officer, effective October 28, 2024
ServiceNow reported second-quarter 2024 total revenues of $2,627 million, up 22% year over year, and raised its 2024 subscription revenue guidance to $10,575 million to $10,585 million. The same day, President and Chief Operating Officer CJ Desai agreed to resign effective immediately after an internal investigation found that he and another individual violated company policy over a 2023 hire tied to a U.S. Army government contract, and the Department of Justice has opened its own investigation.
Total revenues $2,627 million, up 22% year over year; subscription revenues $2,542 million, up 23%.
GAAP net income $262 million, or $1.26 per diluted share, versus $1,044 million in Q2 2023.
Full-year 2024 subscription revenue guidance set at $10,575 million to $10,585 million.
CJ Desai resigned effective July 24, 2024; Chris Bedi named interim Chief Product Officer.
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