What changed in this filing

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Item 1. Financial Statements

2026-04-23 compared with 2025-10-30 · 232 added, 176 removed, 460 unchanged (47% of the section changed)

3 unchanged sentences

(in millions, except number of shares which are reflected in thousands and per share data)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Assets (unaudited)

43 unchanged sentences

Additional paid-in capital 11,384 10,747

Accumulated other comprehensive loss ( 17 ) ( 68 )

Accumulated other comprehensive income

Retained earnings 5,711 5,242

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(in millions, except number of shares which are reflected in thousands and per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Subscription $ 3,671 $ 3,005

23 unchanged sentences

Foreign currency translation adjustments $ ( 35 ) $ 36

Unrealized gains on marketable securities, net of tax

Unrealized (losses) gains on marketable securities, net of tax

Unrealized gains (losses) on derivative instruments, net of tax 43 ( 52 )

Other comprehensive income

Other comprehensive income (loss)

Comprehensive income $ 457 $ 458

$ 534 $ 490 $ 1,398 $ 1,058

(1) Includes stock-based compensation as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Cost of revenues:

9 unchanged sentences

(in millions, except number of shares which are reflected in thousands)

Three Months Ended September 30, 2025 Three Months Ended September 30, 2024

Three Months Ended March 31, 2026

Common Stock Treasury Stock Additional

Capital Retained Earnings Accumulated

Comprehensive Loss Total

Stockholders’

Equity Common Stock Treasury Stock Additional

Capital Retained Earnings Accumulated

Comprehensive Loss Total

Comprehensive Income

Stockholders’

Shares Amount Shares Amount Shares Amount Shares Amount

Shares Amount Shares Amount

Balance at beginning of the period

1,065,776 $ 1 ( 18,498 ) $ ( 3,045 ) $ 10,747 $ 5,242 $ 19 $ 12,964

Common stock and treasury stock issued under employee stock plans

4,158 — 26 3 150 — — 153

Common stock repurchased — — ( 20,154 ) ( 2,333 ) 100 — — ( 2,233 )

1 unchanged sentence

Stock-based compensation — — — — 547 — — 547

Other comprehensive income, net of tax — — — — — — 32 32 — — — — — — 58 58

Equity awards assumed in business combinations

— — — — 4 — — 4

Other comprehensive loss, net of tax

— — — — — — ( 12 ) ( 12 )

Net income — — — — — 469 — 469

Balance at end of the period 1,069,934 $ 1 ( 38,626 ) $ ( 5,375 ) $ 11,384 $ 5,711 $ 7 $ 11,728

Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Common Stock Treasury Stock Additional

2 unchanged sentences

Stockholders’

Equity Common Stock Treasury Stock Additional

Capital Retained Earnings Accumulated

Comprehensive Loss Total

Stockholders’

Shares Amount Shares Amount Shares Amount Shares Amount

Shares Amount Shares Amount

Balance at beginning of the period

1,040,757 $ 1 ( 8,320 ) $ ( 1,219 ) $ 7,401 $ 3,494 $ ( 68 ) $ 9,609

Common stock and treasury stock issued under employee stock plans 4,003 — 33 4 149 — — 153

2 unchanged sentences

Stock-based compensation — — — — 470 — — 470

Issuance of common stock for business combinations 469 — — — 434 — — 434 — — — — — — — —

Other comprehensive income, net of tax — — — — — — 51 51 — — — — — — 17 17

Other comprehensive loss, net of tax — — — — — — ( 2 ) ( 2 )

Net income — — — — — 460 — 460

4 unchanged sentences

(in millions)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

26 unchanged sentences

Taxes paid related to net share settlement of equity awards ( 164 ) ( 253 )

Business combination — ( 184 )

Net cash used in financing activities $ ( 2,236 ) $ ( 398 )

12 unchanged sentences

Property and equipment included in accounts payable, accrued expenses and other liabilities $ 100 $ 56

Fair value of common stock issued for business combinations 434 —

See accompanying notes to condensed consolidated financial statements

2025 Annual Report 4

ServiceNow, Inc.

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(1) Description of the Business

ServiceNow was founded on a simple premise:

to make work flow better.

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.

Our workflow applications built on the Now Platform are organized along four primary areas:

Technology, CRM and Industry, Core Business and Creator.

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.

The Now Platform is the AI platform for 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 them to get work done regardless of their current and future preferred systems of record and collaboration platforms.

ServiceNow delivers solutions that help public and private organizations govern, secure and manage artificial intelligence (“AI”) and digitalize and streamline workflows to drive collaboration, productivity and better experiences across the enterprise.

At the core of these solutions is the ServiceNow AI Platform (“Platform”), a robust, cloud-based Platform that facilitates comprehensive delivery of seamless workflows and drives digital transformation across all departments and personas within an organization.

Our Platform’s single data fabric and integrated data layer supports organizations’ operationalization of their AI strategy with speed, scale and security.

Our workflow applications built on the Platform are grouped into four areas:

Technology, CRM and Industry, Core Business, and Creator and Other.

We offer an innovative suite of products, including AI-powered applications, and services designed to automate workflows, integrate systems and empower employees, regardless of existing systems, cloud environments or collaboration tools.

Our one platform architecture provides the foundation for organizations to seamlessly integrate AI, data, and workflows and create intelligent processes across their enterprise.

(2) Summary of Significant Accounting Policies

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As a result of displaying amounts in millions, rounding differences may exist in the condensed consolidated financial statements and footnote tables.

The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for other interim periods or future years.

The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for other interim periods or future years.

The condensed consolidated balance sheet as of December 31, 2025 is derived from audited consolidated financial statements;

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All intercompany transactions and balances have been eliminated upon consolidation.

Common Stock Split

On December 5, 2025, our board of directors approved and declared a 5 -for-1 split of our common stock (“Stock Split”), with a proportionate increase in the number of shares of authorized common stock.

The Stock Split had a record date of December 16, 2025 and an effective date of December 17, 2025.

The par value per share of our common stock remains unchanged at $ 0.001 per share after the Stock Split.

Accordingly, an amount equal to the par value of the additional issued shares resulting from the Stock Split was reclassified from additional paid-in capital to common stock.

All references made to common share, equity award and per share amounts in the accompanying condensed consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect the effects of the Stock Split.

Use of Estimates

8 unchanged sentences

We had one customer, a U.S.

federal channel partner and systems integrator, that represented 30 % and 12 % of our accounts receivable balance as of September 30, 2025 and December 31, 2024, respectively.

This customer represented 11 % of our total revenues for each of the three and nine months ended September 30, 2025 and 2024.

federal channel partner and systems integrator, that represented 19 % and 11 % of our accounts receivable balance as of March 31, 2026 and December 31, 2025, respectively, and 12 % of our total revenues for each of the three months ended March 31, 2026 and 2025.

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

For purposes of assessing concentration of credit risk and significant customers, a group of customers under common control or customers that are affiliates of each other are regarded as a single customer.

Prior Period Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation.

Strategic investments, previously presented within other assets, were reclassified to be presented separately on our condensed consolidated balance sheets.

The reclassification had no impact on our previously reported total assets or net cash from operating or investing activities and did not result in a restatement of prior period condensed consolidated financial statements.

(3) Investments

1 unchanged sentence

The following is a summary of our available-for-sale debt securities recorded within marketable securities and long-term marketable securities on the condensed consolidated balance sheets (in millions):

September 30, 2025

March 31, 2026

Losses Estimated

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Total available-for-sale debt securities $ 6,303 $ 40 $ ( 14 ) $ 6,329

As of September 30, 2025, the contractual maturities of our available-for-sale debt securities, excluding those securities classified within cash and cash equivalents on the condensed consolidated balance sheet and mortgage-backed and asset-backed securities that do not have a single maturity, did not exceed 37 months.

As of March 31, 2026, the contractual maturities of our available-for-sale debt securities, excluding those securities classified within cash and cash equivalents on the condensed consolidated balance sheet and mortgage-backed and asset-backed securities that do not have a single maturity, did not exceed 37 months.

The fair values of available-for-sale debt securities, by remaining contractual maturity, are as follows (in millions):

September 30, 2025

March 31, 2026

Due within 1 year $ 2,480

2 unchanged sentences

Total $ 5,204

As of September 30, 2025 and December 31, 2024, unrealized losses of $ 15 million and $ 18 million, respectively, are from available-for-sale debt securities in a continuous unrealized loss position greater than 12 months.

As of September 30, 2025, the fair value of available-for-sale debt securities in a continuous unrealized loss position totaled $ 362 million, the majority of which has been in a continuous unrealized loss position for greater than 12 months.

As of December 31, 2024, the fair value of available-for-sale debt securities in a continuous unrealized loss position totaled $ 2,419 million, the majority of which was in a continuous unrealized loss position for less than 12 months.

For each of the periods ended March 31, 2026 and December 31, 2025, unrealized losses of $ 14 million are from available-for-sale debt securities in a continuous unrealized loss position greater than 12 months.

As of March 31, 2026, the fair value of available-for-sale debt securities in a continuous unrealized loss position totaled $ 724 million, the majority of which was in a continuous unrealized loss position for less than 12 months.

As of December 31, 2025, the fair value of available-for-sale debt securities in a continuous unrealized loss position totaled $ 171 million, the majority of which was in a continuous unrealized loss position for greater than 12 months.

For all available-for-sale debt securities that were in unrealized loss positions, we have determined that it is more likely than not we will hold the securities until maturity or a recovery of the cost basis.

Unrealized losses on available-for-sale debt securities were due primarily to changes in market interest rates, and credit-related impairment losses were immaterial as of September 30, 2025.

Unrealized losses on available-for-sale debt securities were due primarily to changes in market interest rates, and credit-related impairment losses were immaterial as of March 31, 2026.

Strategic Investments

As of September 30, 2025 and December 31, 2024, the total amount of strategic investments in privately-held companies on our condensed consolidated balance sheets was $ 1,508 million and $ 472 million, respectively.

As of March 31, 2026 and December 31, 2025, the total amount of strategic investments in privately held companies included in our condensed consolidated balance sheets was $ 1,743 million and $ 1,542 million, respectively.

Our strategic investments are predominantly comprised of non-marketable equity investments, which are primarily accounted for using the measurement alternative.

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Recording upward and downward adjustments to the carrying value of our non-marketable equity investments as a result of observable price changes requires quantitative assessments of the fair value of our non-marketable equity investments using various valuation methodologies and involves the use of estimates.

The adjustments made during the three and nine months ended September 30, 2025 and 2024 were immaterial.

The remaining strategic investments are accounted for using the equity method of accounting as we have the ability to exercise significant influence but not control over the investee.

For the three and nine months ended September 30, 2025 and 2024, our share of the investee’s results of operations included in other income (expense), net in our condensed consolidated statements of comprehensive income was immaterial.

The remaining strategic investments consist of privately held equity securities accounted for under the equity method of accounting and privately held debt securities classified as available-for-sale.

During the three months ended March 31, 2026, we recorded net upward adjustments of $ 87 million.

The net adjustments made during the three months ended March 31, 2025 were immaterial .

We classify these fair value measurements as Level 3 within the fair value hierarchy.

In September 2025, the Company purchased $ 750 million of preferred shares of Genesys, a privately-held AI-powered experience orchestration software company.

(4) Fair Value Measurements

The following table presents our fair value hierarchy for our assets measured at fair value on a recurring basis as of September 30, 2025 (in millions):

The following table presents our fair value hierarchy for our assets measured at fair value on a recurring basis as of March 31, 2026 (in millions):

Level 1 Level 2 Total

3 unchanged sentences

Deposits 1 — 1

government and agency securities — 64 64

Marketable securities:

22 unchanged sentences

Such market prices may be quoted prices in active markets for identical assets (Level 1 inputs), pricing determined using inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs) or using unobservable inputs that are supported by little or no market activity (Level 3 inputs).

Our strategic investments are not included in the table above and are discussed in Note 3.

Refer to Note 8 for the fair value measurement of our derivative contracts and Note 11 for the fair value measurement of our long-term debt, which are also not included in the table above.

Our strategic investments are not included in the table above and are discussed in Note 3 “Investments”.

Refer to Note 8 “Derivative Contracts” for the fair value measurement of our derivative contracts and Note 11 “Debt” for the fair value measurement of our long-term debt, which are also not included in the table above.

(5) Business Combinations

2026 Business Combinations

On May 30, 2025, we acquired all outstanding shares of Logik.io Inc., a provider of an AI‑powered, composable Configure, Price, Quote (“CPQ”) solution for total purchase consideration of $ 506 million, which consists primarily of 0.4 million shares of ServiceNow common stock with a value of approximately $ 434 million and $ 62 million in cash.

On March 2, 2026, we acquired all outstanding shares of Veza Technologies, Inc.

(“Veza”), a privately held AI identity security company that provides a unified access platform, with native products offering access capabilities across search, intelligence, monitoring and workflows, for approximately $ 1.2 billion, substantially in cash.

The acquisition is intended to extend the capabilities of our security and risk portfolios to include identity security, which will enable organizations to understand and control who and what has access to their critical data, applications, systems, and AI artifacts.

The allocation of the total purchase price is summarized below (in millions):

Purchase Price Allocation

Current assets $ 109

Intangible assets 356 2 - 5 years

Goodwill 826 Indefinite

Other assets 54

Assets acquired $ 1,345

Deferred tax liabilities, non-current

Other liabilities assumed

Net assets acquired $ 1,237

Identifiable intangible assets acquired in connection with the Veza acquisition (in millions) and the weighted-average lives are as follows:

Assets Asset Life (years)

Developed technology $ 190 5

Customer relationships 150 5

Order backlog

Goodwill, which is not deductible for income tax purposes, is primarily attributed to the value expected from synergies resulting from the business combination.

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 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.

Other Business Combinations

During the three months ended March 31, 2026, we also completed other acquisitions that were not material to our condensed consolidated financial statements, either individually or in the aggregate.

2025 Business Combinations

Moveworks, Inc.

On December 15, 2025, we acquired all outstanding shares of Moveworks, Inc.

(“Moveworks”), a privately held company that provides enterprise search and front-end virtual agent technology.

The acquisition is intended to drive use of our Platform to accelerate enterprise adoption and innovation across key growth areas, including CRM.

The aggregate purchase price consideration for Moveworks was $ 2.4 billion, which was comprised of the following (in millions):

Fair value of common stock issued (1)

Settlement of pre-existing loan

Stock-based compensation awards attributable to pre-combination services

Total purchase consideration $ 2,407

(1) The fair value of the stock consideration is based on the December 15, 2025 closing price of ServiceNow common stock at $ 153.04 and approximately 9.6 million shares of ServiceNow common stock.

The allocation of the total purchase price is summarized below (in millions):

Purchase Price

Allocation Asset Life

Current assets $ 48

Intangible assets 770 2 - 5 years

Goodwill 1,748 Indefinite

Other assets 124

Assets acquired $ 2,690

Current liabilities assumed 83

Long-term liabilities assumed 13

Deferred tax liabilities, non-current 187

Net assets acquired $ 2,407

Identifiable intangible assets acquired in connection with the Moveworks acquisition (in millions) and the weighted-average lives are as follows:

Assets Asset Life (years)

Developed technology $ 505 5

Customer relationships 220 5

Order backlog

Goodwill, which is not deductible for income tax purposes, is primarily attributed to the value expected from synergies resulting from the business combination.

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 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.

As contemplated by the terms of the merger agreement, in August 2025, the Company and Moveworks entered into a term loan credit agreement pursuant to which Moveworks drew $ 25 million.

In December 2025, Moveworks drew an additional $ 5 million on the term loan credit agreement.

The loan was settled on the closing date of the Moveworks acquisition.

Logik.io Inc.

On May 30, 2025, we acquired all outstanding shares of Logik.io Inc., a provider of an AI-powered, composable Configure, Price, Quote (“CPQ”) solution for total purchase consideration of $ 506 million, which consists primarily of approximately 2.1 million shares of ServiceNow common stock with a value of approximately $ 434 million and $ 62 million in cash.

The fair value of the stock consideration is based on the May 30, 2025 closing price of ServiceNow common stock at $ 202.22 .

The acquisition is intended to expand our growing CRM footprint and accelerate our sales and order management capabilities with the acquired CPQ solutions technology.

The purchase price was allocated based on the estimated fair value of the developed technology intangible asset of $ 85 million ( 5-year estimated useful life), customer-related and backlog assets of $ 14 million ( 3-year estimated useful life), net tangible assets of $ 25 million, deferred tax liabilities of $ 22 million and goodwill of $ 404 million, which is not deductible for income tax purposes.

The purchase price was allocated based on the estimated fair value of the developed technology intangible asset of $ 85 million ( five-year estimated useful life), customer-related and backlog assets of $ 14 million ( three-year estimated useful life), net tangible assets of $ 25 million, deferred tax liabilities of $ 22 million and goodwill of $ 404 million, which is not deductible for income tax purposes.

Goodwill is primarily attributed to the value expected from synergies resulting from the business combination.

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.

In July 2025, we completed the acquisition of data.world, Inc., a leader in enterprise data cataloging and governance.

The acquisition is intended to strengthen the Company’s AI platform by allowing customers to enrich data with meaning, context and relationships while enabling AI agents and workflows to operate.

The acquisition is not material to our condensed consolidated financial statements.

During the nine months ended September 30, 2025, we also completed other acquisitions that were not material to our condensed consolidated financial statements, either individually or in the aggregate.

We have included the financial results of the business combinations in the condensed consolidated financial statements from the date of acquisition, which were not material.

Pending Business Combination

In March 2025, we signed a definitive agreement to acquire Moveworks, Inc.

(“Moveworks”), a privately-held company that provides agentic AI assistants that connect enterprise systems, for approximately $ 2.9 billion.

The determination of the final value of purchase consideration, payable in a combination of equity and cash, will depend on the Company's stock price at the close of the transaction, subject to customary purchase price adjustments.

The acquisition is expected to close during the fourth quarter of 2025 or early 2026, subject to customary regulatory approvals and closing conditions.

As contemplated by the terms of the definitive agreement, in August 2025, the Company and Moveworks entered into a term loan credit agreement pursuant to which Moveworks drew $ 25 million and may draw up to an additional $ 75 million if the definitive agreement is validly terminated under certain conditions.

Loan amounts under this arrangement will mature in August 2032 and are included in other assets on the condensed consolidated balance sheets.

2024 Business Combinations

During the year ended December 31, 2024, we completed certain acquisitions for total purchase consideration of $ 112 million, primarily to enhance our products with the acquired technology and engineering workforce.

The acquisitions were not material to our condensed consolidated financial statements, either individually or in the aggregate.

Other Business Combinations

During the year ended December 31, 2025, we also completed other acquisitions that were not material to our condensed consolidated financial statements, either individually or in the aggregate.

We have included the financial results of all business combinations in the condensed consolidated financial statements from the respective dates of acquisition, which were not material.

(6) Goodwill and Intangible Assets

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Foreign currency translation adjustments ( 14 )

Balance as of September 30, 2025 $ 1,820

Balance as of March 31, 2026 $ 4,541

Intangible assets, net consists of the following (in millions):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Developed technology $ 1,573 $ 1,316

Customer relationships

Patents 83 83

2 unchanged sentences

Intangible assets, net $ 1,479 $ 1,121

The weighted-average useful life of the acquired developed technology for the nine months ended September 30, 2025 and 2024 was approximately five years .

Amortization expense for intangible assets for the three months ended September 30, 2025 and 2024 was $ 33 million and $ 23 million, respectively, and for the nine months ended September 30, 2025 and 2024 was $ 79 million and $ 71 million, respectively.

The following table presents the estimated future amortization expense related to intangible assets held at September 30, 2025 (in millions):

The weighted-average useful life of the acquired developed technology for the three months ended March 31, 2026 and 2025 was approximately five years .

The weighted-average useful life of the acquired customer relationships for the three months ended March 31, 2026 was approximately five years .

All of the Company’s previous customer relationships had been fully amortized prior to March 31, 2025.

Amortization expense for intangible assets for the three months ended March 31, 2026 and 2025 was $ 77 million and $ 21 million, respectively.

The following table presents the estimated future amortization expense related to intangible assets held as of March 31, 2026 (in millions):

Fiscal Period:

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Property and equipment, net consists of the following (in millions):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Computer equipment $ 3,383 $ 3,332

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Construction in progress consists of costs primarily related to leasehold and other improvements.

Depreciation expense for the three months ended September 30, 2025 and 2024 was $ 133 million and $ 96 million, respectively, and for the nine months ended September 30, 2025 and 2024 was $ 365 million and $ 264 million, respectively.

Depreciation expense for the three months ended March 31, 2026 and 2025 was $ 148 million and $ 112 million, respectively.

(8) Derivative Contracts

Derivatives Designated as Hedging Instruments

We enter into forward contracts to hedge a portion of our forecasted foreign currency denominated revenues.

We enter into forward contracts to hedge a portion of our forecasted foreign currency denominated revenues, and beginning in the fourth quarter of 2025, we also entered into forward contracts to hedge a portion of our forecasted foreign currency denominated expenses.

These forward contracts are recorded at fair value and have maturities of up to 34 months.

We had outstanding cash flow hedges with total notional values of $ 1.8 billion and $ 1.7 billion as of September 30, 2025 and December 31, 2024, respectively.

We had outstanding cash flow hedges with total notional values of $ 2.2 billion as of each of the periods ended March 31, 2026 and December 31, 2025.

We classify cash flows related to our cash flow hedges as operating activities in our condensed consolidated statements of cash flows.

The total gross fair values of derivatives designated as hedging instruments recorded within the condensed consolidated balance sheets were as follows (in millions):

Condensed Consolidated Balance Sheets Location

September 30, 2025

Condensed Consolidated Balance Sheets Location March 31, 2026

December 31, 2025

Prepaid expenses and other current assets $ 28 $ 11

Other assets $ 17 $ 3

Accrued expenses and other current liabilities $ ( 28 ) $ ( 49 )

$ ( 60 ) $ ( 1 )

Other long-term liabilities $ ( 4 ) $ ( 8 )

As of September 30, 2025, approximately $ 56 million of the pre-tax derivative losses from accumulated other comprehensive income (loss) is expected to be recognized in subscription revenues within the next 12 months.

As of March 31, 2026, the net pre-tax derivative gains expected to be reclassified from accumulated other comprehensive income (loss) into subscription revenues, sales and marketing expenses and research and development expenses within the next 12 months are immaterial.

All hedging relationships are formally documented at the inception of the hedge and the hedges must be highly effective in offsetting changes to future cash flows on hedged transactions.

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We report changes in fair value of these cash flow hedges as a component of accumulated other comprehensive income (loss) and subsequently reclassify into earnings in the same period the forecasted transaction affects earnings.

Amounts reclassified to subscription revenues were a loss of $ 16 million and $ 24 million for the three and nine months ended September 30, 2025, respectively, and a loss of $ 2 million and a gain of $ 3 million for the three and nine months ended September 30, 2024, respectively.

There was no ineffectiveness in the Company’s cash flow hedging program for each of the three and nine months ended September 30, 2025 and 2024.

Amounts reclassified to subscription revenues were a loss of $ 8 million and a gain of $ 9 million for the three months ended March 31, 2026 and 2025, respectively.

Amounts reclassified to sales and marketing expenses and research and development expenses were immaterial for the three months ended March 31, 2026.

There was no ineffectiveness in the Company’s cash flow hedging program for each of the three months ended March 31, 2026 and 2025.

Derivatives not Designated as Hedging Instruments

Our derivatives 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.

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

The changes in the fair value of these contracts are recorded in other income (expense), net on the condensed consolidated statements of comprehensive income.

For the periods ended September 30, 2025 and December 31, 2024, we had foreign currency forward contracts with total notional values of $ 3.0 billion and $ 2.2 billion, respectively, which were not designated as hedging instruments.

The gross fair value of these foreign currency forward contracts was immaterial as of September 30, 2025 and December 31, 2024.

The gains recognized for foreign currency forward contracts from derivatives not designated as hedging instruments in other income (expense), net of $ 100 million, primarily offset the remeasurement losses of the related foreign currency denominated assets and liabilities of $ 114 million for the nine months ended September 30, 2025.

The gains (losses) recognized for foreign currency forward contracts from derivatives not designated as hedging instruments were immaterial for the three months ended September 30, 2025 and each of the three and nine months ended September 30, 2024.

For the periods ended March 31, 2026 and December 31, 2025, we had foreign currency forward contracts with total notional values of $ 3.1 billion and $ 2.5 billion, respectively, which were not designated as hedging instruments.

The gross fair value of these foreign currency forward contracts was immaterial as of March 31, 2026 and December 31, 2025.

The gains (losses) recognized for foreign currency forward contracts from derivatives not designated as hedging instruments were immaterial for each of the three months ended March 31, 2026 and 2025.

Realized gains (losses) from settlement of the derivative assets and liabilities are classified as investing activities in the condensed consolidated statements of cash flows.

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We do not have pledged assets or other guarantees under our SCF program.

Our outstanding payment obligations to suppliers participating in the SCF program totaled $ 32 million as of September 30, 2025.

Our outstanding payment obligations to suppliers participating in the SCF program totaled $ 29 million as of March 31, 2026.

These obligations are included in accounts payable in our condensed consolidated balance sheets and all activity related to these obligations is presented within operating activities in our condensed consolidated statements of cash flows.

(10) Deferred Revenue and Performance Obligations

Revenues recognized from beginning period deferred revenue during the three months ended September 30, 2025 and 2024 were $ 3.0 billion and $ 2.5 billion, respectively, and $ 6.1 billion and $ 5.1 billion for the nine months ended September 30, 2025 and 2024, respectively.

Revenues recognized from beginning period deferred revenue during the three months ended March 31, 2026 and 2025 were $ 3.2 billion and $ 2.6 billion, respectively.

Remaining Performance Obligations

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RPO excludes contracts that are billed in arrears, such as certain time and materials contracts, as we apply the “right to invoice” practical expedient under relevant accounting guidance.

As of September 30, 2025, the total non-cancellable RPO under our contracts with customers was $ 24.3 billion and we expect to recognize revenues on approximately 47 % of these RPO over the following 12 months.

As of March 31, 2026, the total non-cancellable RPO under our contracts with customers was $ 27.7 billion and we expect to recognize revenues on approximately 46 % of these RPO over the following 12 months.

The majority of the non-current RPO will be recognized over the next 13 to 36 months.

For the periods ended September 30, 2025 and December 31, 2024, the carrying value of our outstanding debt was $ 1,491 million and $ 1,489 million, respectively, net of unamortized debt discount and issuance costs of $ 9 million and $ 11 million, respectively.

We consider the fair value of the 2030 Notes at September 30, 2025 and December 31, 2024 to be a Level 2 measurement.

The estimated fair value of the 2030 Notes based on the closing trading price per $ 100 , was $ 1,314 million and $ 1,247 million at September 30, 2025 and December 31, 2024, respectively.

For each of the periods ended March 31, 2026 and December 31, 2025, the carrying value of our outstanding debt was $ 1,491 million, net of unamortized debt discount and issuance costs of $ 9 million.

We consider the fair value of the 2030 Notes at March 31, 2026 and December 31, 2025 to be a Level 2 measurement.

The estimated fair value of the 2030 Notes based on the closing trading price per $ 100 , was $ 1,302 million and $ 1,324 million at March 31, 2026 and December 31, 2025, respectively.

In August 2020, we issued 1.40 % fixed rate ten-year notes with an aggregate principal amount of $ 1.5 billion due on September 1, 2030 (the “2030 Notes”).

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The following tables show the components of accumulated other comprehensive income (loss), net of tax, in the stockholders’ equity section of our condensed consolidated balance sheets (in millions):

Unrealized Gains (Losses) on Derivative Instruments

Unrealized Gains (Losses) on Marketable Securities

Foreign Currency Translation Adjustment

Unrealized Gains (Losses) on Derivative Instruments Unrealized Gains (Losses) on Marketable Securities

Foreign Currency Translation Adjustment Total

Balance as of December 31, 2025

$ ( 38 ) $ — $ 57 $ 19

Other comprehensive (loss) income before reclassifications

( 139 ) 26 140 27

Amounts reclassified from accumulated other comprehensive loss

Net current period other comprehensive (loss) income

( 115 ) 26 140 51

Balance as of September 30, 2025

Other comprehensive income (loss) before reclassifications 34 ( 20 ) ( 35 ) ( 21 )

Amounts reclassified from accumulated other comprehensive income

Net current period other comprehensive income (loss) 43 ( 20 ) ( 35 ) ( 12 )

Balance as of March 31, 2026

$ 5 $ ( 20 ) $ 22 $ 7

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( 52 ) 14 36 ( 2 )

Balance as of September 30, 2024

Balance as of March 31, 2025

$ ( 2 ) $ ( 13 ) $ ( 55 ) $ ( 70 )

(13) Stockholders' Equity

We are authorized to issue a total of 600 million shares of common stock as of September 30, 2025.

We are authorized to issue a total of 3.0 billion shares of common stock as of March 31, 2026.

Holders of our common stock are not entitled to receive dividends unless declared by our board of directors.

As of September 30, 2025, we had 208 million shares of common stock, net of treasury stock, outstanding and had reserved shares of common stock for future issuance as follows (in thousands):

September 30, 2025

As of March 31, 2026, we had 1,031 million shares of common stock, net of treasury stock, outstanding and had reserved shares of common stock for future issuance as follows (in thousands):

March 31, 2026

Options outstanding 5,200

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Total shares of common stock reserved for future issuance 102,717

(1) Represents the number of shares issuable upon settlement of outstanding restricted stock units (“RSUs”) and performance-based RSUs (“PRSUs”), as discussed in Note 14.

(2) Refer to Note 14 for a description of these plans.

During the nine months ended September 30, 2025 and 2024, we issued a total of 1.9 million and 2.1 million shares, respectively, from stock option exercises, vesting of RSUs, net of employee payroll taxes, and purchases from the employee stock purchase plan (“ESPP”).

(1) Represents the number of shares issuable upon settlement of outstanding restricted stock units (“RSUs”) and performance-based RSUs (“PRSUs”), as discussed in Note 14 “Equity Awards.”

(2) Refer to Note 14 “Equity Awards” for a description of these plans.

During the three months ended March 31, 2026 and 2025, we issued a total of 4.2 million and 4.0 million shares, respectively, from stock option exercises, vesting of RSUs, net of employee payroll taxes, and purchases from the employee stock purchase plan (“ESPP”).

Treasury Stock

In May 2023, our board of directors authorized a program to repurchase up to $ 1.5 billion of our common stock (the “Share Repurchase Program”).

In January 2025, our board of directors authorized an additional $ 3.0 billion in repurchases under the Share Repurchase Program.

Under the program, we may repurchase our common stock from time to time through open market purchases, in privately negotiated transactions, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in accordance with applicable securities laws and other restrictions.

The Share Repurchase Program does not have a fixed expiration date, may be suspended or discontinued at any time, and does not obligate us to acquire any amount of common stock.

In January 2025 and January 2026, our board of directors authorized an additional $ 3.0 billion and $ 5.0 billion, respectively, in repurchases under the Share Repurchase Program.

Under the program, we may repurchase our common stock from time to time through open market purchases, accelerated share repurchase ("ASR") transactions, in privately negotiated transactions, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in accordance with applicable securities laws and other restrictions.

Repurchase Program does not have a fixed expiration date, may be suspended or discontinued at any time, and does not obligate us to acquire any amount of common stock.

The timing, manner, price, and amount of any repurchases will be determined by us at our discretion and will depend on a variety of factors, including business, economic and market conditions, prevailing stock prices, corporate and regulatory requirements, and other considerations.

During the three and nine months ended September 30, 2025, the Company repurchased 0.6 million and 1.3 million shares of its common stock for $ 584 million and $ 1,243 million, respectively.

During the three and nine months ended September 30, 2024, the Company repurchased 0.3 million and 0.5 million shares of its common stock for $ 225 million and $ 400 million, respectively.

All repurchases were made in open market transactions.

On January 30, 2026, we entered into an ASR agreement with a financial institution under which we purchased an aggregate of $ 2.0 billion of our common stock as part of the Share Repurchase Program.

During the three months ended March 31, 2026, the Company completed the ASR transaction with 18.5 million shares of common stock repurchased at an average price of $ 107.97 per share.

The total number of shares delivered and the average purchase price paid per share were determined upon final settlement based on the volume weighted-average price over the term of the ASR, less an agreed upon discount.

The total price of the ASR transaction is reflected as an increase to treasury stock and additional paid-in capital on our condensed consolidated balance sheet.

During the three months ended March 31, 2026, the Company repurchased an additional 1.6 million shares of its common stock for $ 225 million in open market transactions.

During the three months ended March 31, 2025, the Company repurchased 1.6 million shares of its common stock for $ 298 million.

Repurchases of common stock are recognized as treasury stock and held for future issuance.

As of September 30, 2025, approximately $ 2.0 billion of the authorized amount under the Share Repurchase Program remained available for future repurchases.

As of March 31, 2026, approximately $ 4.2 billion of the authorized amount under the Share Repurchase Program remained available for future repurchases.

(14) Equity Awards

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Stock Options

A summary of stock option activity for the nine months ended September 30, 2025 was as follows:

A summary of stock option activity for the three months ended March 31, 2026 was as follows:

Shares Weighted-

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Forfeited ( 22 ) $ 20.56

Outstanding as of September 30, 2025 882 $ 619.01 5.8 $ 266

Vested and expected to vest as of September 30, 2025 850 $ 616.48 5.8 $ 258

Vested and exercisable as of September 30, 2025 510 $ 569.35 5.5 $ 179

Outstanding as of March 31, 2026 5,200 $ 107.89 5.7 $ 105

Vested and expected to vest as of March 31, 2026 5,055 $ 108.45 5.7 $ 100

Vested and exercisable as of March 31, 2026 2,610 $ 111.75 5.1 $ 42

(1) Relates to stock options assumed in business combinations.

Aggregate intrinsic value represents the difference between the estimated fair value of our common stock and the exercise price of outstanding, in-the-money options.

The total fair value of stock options vested during the nine months ended September 30, 2025 was $ 26 million.

No stock options were granted during the nine months ended September 30, 2025.

The total fair value of stock options vested during the three months ended March 31, 2026 was $ 9 million.

The weighted-average grant-date fair value of stock options granted was $ 92.12 for the three months ended March 31, 2026.

During the year ended December 31, 2021, a one-time long-term performance-based option award was granted to the Chief Executive Officer (“2021 CEO Performance Award”) and to certain executives (collectively “2021 Performance Awards”) under the 2021 Plan at a total grant date fair value of $ 232 million.

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Shares acquired upon exercise of the options cannot be sold, transferred or disposed until after the end of the Performance Period and the 2021 Performance Awards will expire ten years from the respective date of grant.

During the nine months ended September 30, 2025, the fourth tranche was vested based on the achievement of both the performance and market conditions.

As of March 31, 2026, the first four tranches were vested based on achievement of both the performance and market conditions.

The fair value of the 2021 Performance Awards and the corresponding derived service periods were estimated using the Monte Carlo simulation.

Stock-based compensation expense is recognized on a graded vesting basis over the requisite service period for each respective tranche, but not shorter than the two-year minimum service period, and includes an assessment of when it is probable the performance condition will be achieved, which involves a subjective assessment of our future financial projections.

As of September 30, 2025, total unrecognized compensation cost, adjusted for estimated forfeitures, related to unvested stock options was $ 1 million.

The weighted-average remaining vesting period of unvested stock options at September 30, 2025 was less than one year.

A summary of RSU activity for the nine months ended September 30, 2025 was as follows:

As of March 31, 2026, total unrecognized compensation cost, adjusted for estimated forfeitures, related to unvested stock options was approximately $ 67 million.

The weighted-average remaining vesting period of unvested stock options at March 31, 2026 was approximately two years .

A summary of RSU activity for the three months ended March 31, 2026 was as follows:

Shares Weighted-Average Grant-Date Fair Value

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Forfeited ( 965 ) $ 150.21

Outstanding as of September 30, 2025 5,456 $ 778.03

Expected to vest as of September 30, 2025 4,915

RSUs outstanding as of September 30, 2025 were comprised of 5.1 million RSUs with only service conditions and 0.4 million RSUs with both service conditions and performance conditions, including certain RSUs with additional market conditions.

The total intrinsic value of the RSUs vested was $ 2.1 billion for the nine months ended September 30, 2025.

As of September 30, 2025, the aggregate intrinsic value of RSUs outstanding was $ 5.0 billion and RSUs expected to vest was $ 4.5 billion.

Outstanding as of March 31, 2026 44,270 $ 133.11

Expected to vest as of March 31, 2026 38,832

(1) Includes RSUs assumed in business combinations.

RSUs outstanding as of March 31, 2026 were comprised of 41.5 million RSUs with only service conditions and 2.8 million RSUs with both service and performance conditions, including certain RSUs with additional market conditions.

The total intrinsic value of the RSUs vested was $ 0.4 billion for the three months ended March 31, 2026.

As of March 31, 2026, the aggregate intrinsic value of RSUs outstanding was $ 4.6 billion and RSUs expected to vest was $ 4.1 billion.

PRSUs have service, performance and market vesting conditions.

The ultimate number of shares eligible to vest range from 0 % to 250 %, subject to our board of directors compensation committee’s approval of performance metrics achievement and, for certain PRSUs, total shareholder return relative to that of the S&P 500 index.

The eligible shares subject to PRSUs granted during the nine months ended September 30, 2025 will vest in one to three years contingent on each holder’s continuous status as an employee on the applicable vesting dates.

The eligible shares subject to PRSUs granted during the three months ended March 31, 2026 will vest in one to three years contingent on each holder’s continuous status as an employee on the applicable vesting dates.

The number of PRSUs granted included in the table above reflects the shares that could be eligible to vest at 100 % of target for PRSUs and includes adjustments for over or under achievement for PRSUs granted in the prior year.

We recognized $ 119 million and $ 106 million of stock-based compensation expense, net of actual and estimated forfeitures, associated with PRSUs on a graded vesting basis during the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, total unrecognized compensation cost, adjusted for estimated forfeitures, related to unvested RSUs was $ 3.4 billion, and the weighted-average remaining vesting period was approximately three years .

We recognized $ 45 million and $ 43 million of stock-based compensation expense, net of actual and estimated forfeitures, associated with PRSUs on a graded vesting basis during the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, total unrecognized compensation cost, adjusted for estimated forfeitures, related to unvested RSUs was $ 4.8 billion, and the weighted-average remaining vesting period was approximately three years .

(15) Net Income Per Share

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The following table presents the calculation of basic and diluted net income per share attributable to common stockholders (in millions, except for number of shares reflected in thousands and per share data):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Net income $ 469 $ 460

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Common stock options, RSUs and ESPP obligations 4,746 12,754

1,875 2,394 2,178 2,365

Weighted-average shares outstanding - diluted 1,039,884 1,046,852

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Common stock options, RSUs and ESPP obligations excluded from diluted net income per share because their effect would have been anti-dilutive 23,310 11,508

2,387 1,082 2,418 2,715

(16) Provision for Income Taxes

We compute our provision for income taxes by applying the estimated annual effective tax rate to year-to-date income from recurring operations and adjust the provision for discrete tax items recorded in the period.

Our income tax provision was $ 192 million and $ 373 million for the three and nine months ended September 30, 2025, respectively, and $ 84 million and $ 234 million for the three and nine months ended September 30, 2024, respectively.

The income tax provision was 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.

Our income tax provision was $ 204 million for the three months ended March 31, 2026 and was primarily attributable to the mix of earnings and losses in countries with differing statutory tax rates and stock-based compensation shortfalls.

Our income tax provision was $ 95 million for the three months ended March 31, 2025 and was 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.

We are subject to taxation in the United States and foreign jurisdictions.

As of September 30, 2025, our tax years 2004 to 2024 remain subject to examination in most jurisdictions.

As of March 31, 2026, our tax years 2004 to 2025 remain subject to examination in most jurisdictions.

Due to differing interpretations of tax laws and regulations, tax authorities may dispute our tax filing positions.

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This legislation extends and modifies provisions from the 2017 Tax Cuts and Jobs Act and introduces new tax measures affecting both businesses and individuals.

The enacted legislation had an immaterial impact on the Company’s effective tax rate for the three months ended September 30, 2025.

The Company will continue to monitor any future changes in its business or interpretations of the new tax law that could affect its tax position in subsequent periods.

The enacted legislation had an immaterial impact on the Company’s effective tax rate for the three months ended March 31, 2026.

(17) Commitments and Contingencies

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Certain lease agreements include options to renew or terminate the lease, which are not reasonably certain to be exercised and therefore are not factored into our determination of lease payments.

Total operating lease costs were $ 37 million and $ 109 million for the three and nine months ended September 30, 2025, respectively, and $ 33 million and $ 98 million for the three and nine months ended September 30, 2024, respectively.

For the nine months ended September 30, 2025 and 2024, total cash paid for amounts included in the measurement of operating lease liabilities was $ 80 million and $ 61 million, respectively.

Operating lease liabilities arising from obtaining operating right-of-use assets totaled $ 195 million and $ 21 million for the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, the weighted-average remaining lease term is approximately eight years , and the weighted-average discount rate is 4 %.

Maturities of operating lease liabilities as of September 30, 2025 are presented in the table below (in millions):

Total operating lease costs were $ 42 million and $ 36 million for the three months ended March 31, 2026 and 2025, respectively.

For the three months ended March 31, 2026 and 2025, total cash paid for amounts included in the measurement of operating lease liabilities was $ 29 million and $ 24 million, respectively.

Operating lease liabilities arising from obtaining operating right-of-use assets totaled $ 61 million and $ 141 million for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, the weighted-average remaining lease term is approximately eight years , and the weighted-average discount rate is 4 %.

Maturities of operating lease liabilities as of March 31, 2026 are presented in the table below (in millions):

Fiscal Period:

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Present value of operating lease liabilities $ 940

In addition to the amounts above, as of March 31, 2026, we have leases, primarily for offices, that have not yet commenced with minimum undiscounted cash flows of $ 341 million.

These leases are expected to commence between 2026 and 2027 with lease terms of five to sixteen years .

Other Commitments

Other contractual commitments primarily consist of data center and IT operations, cloud services and sales and marketing activities related to our daily business operations.

There were no material contractual obligations that were entered into during the nine months ended September 30, 2025 that were outside the ordinary course of business.

We have entered into various non-cancellable agreements with cloud service providers, under which we have committed to spend an aggregate of approximately $ 4.8 billion through 2030 on cloud services.

As of September 30, 2025, we have remaining payments under these agreements of approximately $ 180 million for the remainder of fiscal 2025, $ 340 million in fiscal 2026, $ 330 million in fiscal 2027, $ 500 million in fiscal 2028, $ 630 million in fiscal 2029 and $ 2.8 billion in 2030.

There were no material contractual obligations that were entered into during the three months ended March 31, 2026 that were outside the ordinary course of business.

We have entered into various non-cancellable agreements with cloud service providers, and as of March 31, 2026, we have remaining payments under these agreements of approximately $ 336 million for the remainder of fiscal 2026, $ 331 million in fiscal 2027, $ 500 million in fiscal 2028, $ 630 million in fiscal 2029 and $ 2.8 billion in 2030.

Payment schedules vary from the timing of actual service consumption.

In addition, we have entered into a non-cancellable agreement with an information technology equipment provider, under which we have committed to spend $ 1.9 billion through 2028 on capital expenditures to expand our data centers.

In addition, we have entered into a non-cancellable agreement with an information technology equipment provider, under which we have remaining payments of approximately $ 1.4 billion due by fiscal 2028.

In addition to the amounts above, the repayment of our 2030 Notes with an aggregate principal amount of $ 1.5 billion is due on September 1, 2030.

Refer to Note 11 for further information regarding our 2030 Notes.

Further, $ 102 million of unrecognized tax benefits have been recorded as liabilities as of September 30, 2025.

Refer to Note 11 “Debt” for further information regarding our 2030 Notes.

Further, $ 148 million of unrecognized tax benefits have been recorded as liabilities as of March 31, 2026.

Legal Proceedings

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The other individual also has departed the Company.

The Company has informed the Department of Justice, the Department of Defense Office of Inspector General and the Army Suspension and Debarment Office of the investigation and is continuing to cooperate with the Department of Justice, which has commenced its own investigation into these matters.

The Company cannot predict the timing, outcome or possible impact of the investigation.

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In addition, we have entered into indemnification agreements with our directors, executive officers and certain other officers that will require us, among other things, to indemnify them against certain liabilities that may arise as a result of their affiliation with us.

We have not incurred any costs as a result of such indemnification obligations and have not recorded any liabilities related to such obligations in the condensed consolidated financial statements.

We have not incurred any material costs as a result of such indemnification obligations and have not recorded any material liabilities related to such obligations in the condensed consolidated financial statements.

(18) Segment and Geographic Information

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Geographic Information

Revenues by geographic area, based on the location of our users, were as follows for the periods presented (in millions):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Revenues by geographic area, based on the location of our users, were as follows (in millions):

Three Months Ended March 31,

North America (1)

$ 2,359 $ 1,963

873 700 2,489 2,037

Asia Pacific and other 432 343

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Property and equipment, net by geographic area were as follows (in millions):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

North America (3)

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Total property and equipment, net $ 2,250 $ 2,289

(1) Revenues attributed to the United States were 94 % of North America revenues for each of the three and nine months ended September 30, 2025 and 2024.

(1) Revenues attributed to the United States were 96 % and 94 % of North America revenues for the three months ended March 31, 2026 and 2025, respectively.

(2) Europe, the Middle East and Africa (“EMEA”).

(3) Property and equipment, net attributed to the United States were 81 % and 79 % of property and equipment, net attributable to North America as of September 30, 2025 and December 31, 2024, respectively.

(19) Subsequent Event

On October 29, 2025, we announced that our Board of Directors approved a 5 -for-1 split of our common stock, with a proportionate increase in authorized shares of common stock.

The stock split and increase in authorized shares of common stock, to be effected by an Amended and Restated Certification of Incorporation, is subject to shareholder approval at a Special Meeting of Shareholders scheduled to take place on December 5, 2025.

(3) Property and equipment, net attributed to the United States were 82 % of property and equipment, net attributable to North America as of March 31, 2026 and December 31, 2025 .

(19) Subsequent Events

Revolving Credit Facility

On April 1, 2026, we entered into a credit agreement with certain institutional lenders that provides for a $ 3.0 billion unsecured revolving credit facility (the "Credit Facility"), with an option to increase the amount of the Credit Facility by up to $ 2.0 billion, subject to certain conditions, including board approval.

The Credit Facility matures on April 1, 2031.

Any borrowings under our Credit Facility bear interest, at our option, either at a base rate, or at an adjusted benchmark rate plus a spread of 0.60 % to 1.00 %, in each case, with such spread being determined based on our credit rating.

We are also obligated to pay an ongoing commitment fee on undrawn amounts.

Funds borrowed under the Credit Facility may be used for general corporate purposes.

Commercial Paper

On April 1, 2026, we established a commercial paper program pursuant to which we may issue short-term, unsecured commercial paper notes up to a total of $ 3.0 billion outstanding at any time, with maturities not to exceed 397 days from the date of issuance.

The notes are sold at a discount from par or at par and bear interest at rates determined at the time of issuance.

Net proceeds from this program are expected to be used for general corporate purposes.

As of April 22, 2026, we have $ 2.1 billion of commercial paper outstanding.

Short-term Debt

On April 17, 2026, we entered into a credit agreement for a senior unsecured term loan (the “Term Loan”) of up to $ 4.0 billion and borrowed the full $ 4.0 billion under the Term Loan to fund a portion of the cash consideration for our acquisition of Armis Security Ltd.

The Term Loan matures on October 16, 2026, with an option to extend the maturity for an additional six months, subject to certain conditions.

Any borrowings under our Term Loan bear interest at a secured overnight financing rate plus a spread of 0.60 % to 1.00 %;

in each case, with such spread being determined based on our credit rating.

Business Combination

On April 20, 2026, we acquired all outstanding shares of Armis, a cyber-exposure management and cyber-physical security solutions provider, for approximately $ 7.8 billion cash consideration.

The acquisition is intended to expand our security workflow offerings and advance AI-native, proactive cybersecurity and vulnerability response across all connected devices.

Due to the timing of closing the acquisition and the issuance of the interim condensed consolidated financial statements, we are currently in the process of finalizing the accounting and related disclosures for this transaction and expect to complete the preliminary purchase price allocation in the second quarter of 2026.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements