What changed in this filing

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Item 1. Financial Statements

2026-07-23 compared with 2026-04-23 · 225 added, 155 removed, 537 unchanged (41% of the section changed)

3 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Assets (unaudited)

22 unchanged sentences

Current portion of operating lease liabilities 114 112

Short-term debt, net 2,082 —

Total current liabilities 12,153 10,443

19 unchanged sentences

Additional paid-in capital 11,921 10,747

Accumulated other comprehensive income

Accumulated other comprehensive income (loss) ( 44 ) 19

Retained earnings 6,009 5,242

5 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Subscription $ 3,877 $ 3,113 $ 7,548 $ 6,118

16 unchanged sentences

Provision for income taxes

140 86 344 181

Net income $ 298 $ 385 $ 767 $ 845

6 unchanged sentences

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

( 9 ) 5 ( 29 ) 19

Unrealized gains (losses) on derivative instruments, net of tax 9 ( 99 ) 52 ( 151 )

Defined benefit plan, net of tax ( 9 ) — ( 9 ) —

Other comprehensive income (loss)

( 51 ) 21 ( 63 ) 19

Comprehensive income $ 247 $ 406 $ 704 $ 864

(1) Includes stock-based compensation as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Cost of revenues:

9 unchanged sentences

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

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026 Three Months Ended June 30, 2025

Common Stock Treasury Stock Additional

Capital Retained Earnings Accumulated

Comprehensive Income

Comprehensive Income (Loss) Total

Stockholders’

Shares Amount Shares Amount

Equity Common Stock Treasury Stock Additional

Capital Retained Earnings Accumulated

Comprehensive Loss Total

Stockholders’

Shares Amount Shares Amount Shares Amount Shares Amount

Balance at beginning of the period 1,069,934 $ 1 ( 38,626 ) $ ( 5,375 ) $ 11,384 $ 5,711 $ 7 $ 11,728 1,044,760 $ 1 ( 9,866 ) $ ( 1,513 ) $ 7,767 $ 3,954 $ ( 70 ) $ 10,139

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 2,521 — 33 4 ( 3 ) — — 1 2,235 — 28 3 ( 3 ) — — —

4,158 — 26 3 150 — — 153

Common stock repurchased — — — — — — — — — — ( 1,905 ) ( 361 ) — — — ( 361 )

1 unchanged sentence

Stock-based compensation — — — — 652 — — 652 — — — — 499 — — 499

Issuance of common stock for business combinations — — — — — — — — 2,343 — — — 434 — — 434

Equity awards assumed in business combinations — — — — 5 — — 5 — — — — — — — —

— — — — 4 — — 4

Other comprehensive loss, net of tax

— — — — — — ( 12 ) ( 12 )

Other comprehensive (loss) income, net of tax — — — — — — ( 51 ) ( 51 ) — — — — — — 21 21

Net income — — — — — 298 — 298 — — — — — 385 — 385

Balance at end of the period 1,072,455 $ 1 ( 38,593 ) $ ( 5,371 ) $ 11,921 $ 6,009 $ ( 44 ) $ 12,516 1,049,338 $ 1 ( 11,743 ) $ ( 1,871 ) $ 8,512 $ 4,339 $ ( 49 ) $ 10,932

Three Months Ended March 31, 2025

Six Months Ended June 30, 2026 Six Months Ended June 30, 2025

Common Stock Treasury Stock Additional

Capital Retained Earnings Accumulated

Comprehensive Income (Loss) Total

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 1,065,776 $ 1 ( 18,498 ) $ ( 3,045 ) $ 10,747 $ 5,242 $ 19 $ 12,964 1,040,757 1 ( 8,320 ) ( 1,219 ) 7,401 3,494 ( 68 ) 9,609

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 6,679 — 59 7 147 — — 154 6,238 — 61 7 146 — — 153

2 unchanged sentences

Stock-based compensation — — — — 1,199 — — 1,199 — — — — 969 — — 969

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

Issuance of common stock for business combinations — — — — — — — — 2,343 — — — 434 — — 434

Equity awards assumed in business combinations — — — — 9 — — 9 — — — — — — — —

Other comprehensive (loss) income, net of tax — — — — — — ( 63 ) ( 63 ) — — — — — — 19 19

Net income — — — — — 767 — 767 — — — — — 845 — 845

4 unchanged sentences

(in millions)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

5 unchanged sentences

Deferred income taxes 138 48

Other ( 82 ) 4

Unrealized (gains) losses on strategic investments ( 360 ) ( 5 )

Changes in operating assets and liabilities, net of effect of business combinations:

15 unchanged sentences

Cash flows from financing activities:

Proceeds from borrowings on senior notes, net of discount and issuance costs 3,944 —

Proceeds from term loan, net of issuance costs 3,991 —

Repayment of term loan ( 4,000 ) —

Proceeds from issuance of commercial paper, net of discount 3,534 —

Repayments of commercial paper ( 1,472 ) —

Proceeds from employee stock plans 154 153

1 unchanged sentence

Taxes paid related to net share settlement of equity awards ( 281 ) ( 438 )

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

Other ( 7 ) —

Net cash provided by (used in) financing activities $ 3,638 $ ( 944 )

Foreign currency effect on cash, cash equivalents and restricted cash ( 5 ) 14

5 unchanged sentences

Restricted cash included in prepaid expenses and other current assets 9 9

Restricted cash included in other assets 5 —

Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows $ 2,517 $ 3,133

4 unchanged sentences

Property and equipment included in accounts payable, accrued expenses and other liabilities $ 58 $ 40

Fair value of common stock issued for business combinations $ — $ 434

See accompanying notes to condensed consolidated financial statements

2025 Annual Report 4

ServiceNow, Inc.

9 unchanged sentences

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.

The combination of ServiceNow's Security Operations with Armis' cyber asset intelligence and Veza's identity governance capabilities delivers end-to-end visibility, risk controls, and automated responses across the enterprise.

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

5 unchanged sentences

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 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 results of operations for the three and six months ended June 30, 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;

20 unchanged sentences

We had one customer, a U.S.

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.

federal channel partner and systems integrator, that represented 12 % and 11 % of our accounts receivable balance as of June 30, 2026 and December 31, 2025, respectively.

This customer represented 13 % of our total revenues for each of the three and six months ended June 30, 2026 and 11 % of our total revenues for each of the three and six months ended June 30, 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.

These reclassifications 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):

March 31, 2026

June 30, 2026

Losses Estimated

15 unchanged sentences

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

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.

As of June 30, 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):

March 31, 2026

June 30, 2026

Due within 1 year $ 2,161

2 unchanged sentences

Total $ 4,204

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 both June 30, 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 June 30, 2026, the fair value of available-for-sale debt securities in a continuous unrealized loss position totaled $ 1,097 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 March 31, 2026.

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 June 30, 2026.

Strategic Investments

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.

As of June 30, 2026 and December 31, 2025, the total amount of strategic investments in privately held companies included in our condensed consolidated balance sheets was $ 2,073 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.

3 unchanged sentences

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 .

During the three and six months ended June 30, 2026, we recorded net upward adjustments of $ 273 million and $ 360 million, respectively.

The net adjustments made during the three and six months ended June 30, 2025 were immaterial .

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

(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 March 31, 2026 (in millions):

The following table presents our fair value hierarchy for our assets measured at fair value on a recurring basis as of June 30, 2026 (in millions):

Level 1 Level 2 Total

3 unchanged sentences

Deposits 55 — 55

government and agency securities — 14 14

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 “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.

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 short-term and long-term debt, which are also not included in the table above.

(5) Business Combinations

2026 Business Combinations

Armis Security Ltd.

On April 20, 2026, we acquired all outstanding shares of Armis Security Ltd.

(“Armis”), a cyber-exposure management and cyber-physical security solutions provider, for preliminary purchase price consideration of approximately $ 7.6 billion, settled in cash.

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

Veza Technologies, Inc.

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

1 unchanged sentence

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

The allocation of the total purchase price for Armis and Veza is summarized below (in millions):

Current assets $ 273 $ 109

Intangible assets 356 2 - 5 years

Goodwill 826 Indefinite

Intangible assets 2,530 356

Goodwill 5,323 826

Deferred tax assets, non-current 405 53

Other assets 77 1

Assets acquired $ 8,608 $ 1,345

Deferred revenue, current 137 18

Other liabilities

Deferred tax liabilities, non-current 594 83

Other liabilities assumed

Net assets acquired $ 7,637 $ 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)

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

Veza Asset Life (years)

Developed technology $ 1,950 $ 190 5 - 6

1 unchanged sentence

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.

Brand assets 53 — 4

Total $ 2,530 $ 356

Goodwill, which is not deductible for income tax purposes, is primarily attributed to the expected synergies from integrating Armis’ and Veza’s technologies into our product portfolio and expanded market opportunities.

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.

The Company expects to finalize the valuations as soon as practicable, but not later than one year from the respective acquisition dates.

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.

During the six months ended June 30, 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

11 unchanged sentences

Purchase Price

Allocation Asset Life

Current assets $ 48

Intangible assets 770 2 - 5 years

Goodwill 1,748 Indefinite

Intangible assets 770

Goodwill 1,748

Other assets 124

11 unchanged sentences

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 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.

12 unchanged sentences

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.

Pro forma financial results related to the 2026 acquisitions have not been presented for the three and six months ended June 30, 2026 and 2025 because the effects of these acquisitions were not material to our consolidated results of operations.

Aggregate acquisition-related costs associated with business combinations were $ 101 million for the six months ended June 30, 2026 and immaterial for the three months ended June 30, 2026 and for the comparable prior periods.

These costs were included in general and administrative expenses in our condensed consolidated statements of comprehensive income as incurred.

In addition, aggregate deferred compensation for certain key employees associated with the 2026 acquisitions was $ 91 million and $ 162 million for the three and six months ended June 30, 2026, respectively, and immaterial for the comparable prior periods.

The costs were included in prepaid and other current assets and other assets in our condensed consolidated balance sheets, with amortization recognized over the applicable service periods in research and development expenses in our condensed consolidated statements of comprehensive income.

(6) Goodwill and Intangible Assets

4 unchanged sentences

Foreign currency translation adjustments ( 41 )

Balance as of March 31, 2026 $ 4,541

Balance as of June 30, 2026 $ 9,837

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Developed technology $ 3,515 $ 1,316

4 unchanged sentences

Intangible assets, net $ 3,781 $ 1,121

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):

The weighted-average useful life of the acquired developed technology for the six months ended June 30, 2026 and 2025 was approximately six years and five years , respectively.

The weighted-average useful life of the acquired customer relationships for the six months ended June 30, 2026 and 2025 was approximately five years and three years , respectively.

Amortization expense for intangible assets for the three months ended June 30, 2026 and 2025 was $ 219 million and $ 25 million, respectively, and for the six months ended June 30, 2026 and 2025 was $ 296 million and $ 46 million, respectively.

The following table presents the estimated future amortization expense related to intangible assets held as of June 30, 2026 (in millions):

Fiscal Period:

4 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Computer equipment $ 3,399 $ 3,332

7 unchanged sentences

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

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

Depreciation expense for the three months ended June 30, 2026 and 2025 was $ 155 million and $ 120 million, respectively, and for the six months ended June 30, 2026 and 2025 was $ 303 million and $ 232 million, respectively.

(8) Derivative Contracts

2 unchanged sentences

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 $ 2.2 billion as of each of the periods ended March 31, 2026 and December 31, 2025.

We had outstanding cash flow hedges with total notional values of $ 2.3 billion and $ 2.2 billion as of June 30, 2026 and December 31, 2025, respectively.

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 March 31, 2026

Condensed Consolidated Balance Sheets Location June 30, 2026

December 31, 2025

3 unchanged sentences

Other long-term liabilities $ ( 3 ) $ ( 8 )

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.

As of June 30, 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.

1 unchanged sentence

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 $ 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.

Amounts reclassified to subscription revenues were a loss of $ 2 million and $ 10 million for the three and six months ended June 30, 2026, respectively, and a loss of $ 17 million and $ 8 million for the three and six months ended June 30, 2025,respectively.

Amounts reclassified to sales and marketing expenses and research and development expenses were immaterial for the three and six months ended June 30, 2026.

There was no ineffectiveness in the Company’s cash flow hedging program for each of the three and six months ended June 30, 2026 and 2025.

Derivatives not Designated as Hedging Instruments

2 unchanged sentences

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 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.

For the periods ended June 30, 2026 and December 31, 2025, we had foreign currency forward contracts with total notional values of $ 3.5 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 June 30, 2026 and December 31, 2025.

For each of the three and six months ended June 30, 2026, the gains (losses) recognized for foreign currency forward contracts from derivatives not designated as hedging instruments were immaterial .

For the three and six months ended June 30, 2025, the gains recognized for foreign currency forward contracts from derivatives not designated as hedging instruments in other income (expense), net of $ 86 million and $ 120 million, offset the remeasurement losses of the related foreign currency

denominated assets and liabilities of $ 87 million and $ 125 million, respectively.

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

5 unchanged sentences

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 $ 29 million as of March 31, 2026.

Our outstanding payment obligations to suppliers participating in the SCF program totaled $ 28 million and $ 87 million as of June 30, 2026 and December 31, 2025, respectively.

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 March 31, 2026 and 2025 were $ 3.2 billion and $ 2.6 billion, respectively.

Revenues recognized from beginning period deferred revenue during the three months ended June 30, 2026 and 2025 were $ 3.4 billion and $ 2.8 billion, respectively, and $ 5.7 billion and $ 4.7 billion for the six months ended June 30, 2026 and 2025, respectively.

Remaining Performance Obligations

1 unchanged sentence

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 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.

As of June 30, 2026, the total non-cancellable RPO under our contracts with customers was $ 29.0 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 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”).

The 2030 Notes were issued at 99.63 % of principal and we incurred $ 13 million for debt issuance costs.

The following table summarizes the carrying value of our outstanding debt (in millions, except percentages):

Effective Interest Rate June 30, 2026

December 31, 2025

Long-Term Debt

Senior notes issued August 2020:

1.40 % notes due September 2030

1.53 % $ 1,500 $ 1,500

Senior notes issued May 2026:

4.25 % notes due May 2028

4.70 % notes due August 2031

5.05 % notes due May 2033

5.40 % notes due May 2036

5.68 % 1,250 —

6.30 % notes due May 2056

Total senior notes $ 5,500 $ 1,500

Unamortized debt discount and issuance costs ( 65 ) ( 9 )

Total carrying value of long-term debt $ 5,435 $ 1,491

Short-Term Debt

Commercial paper $ 2,100 $ —

Unamortized debt discount ( 18 ) —

Total carrying value of short-term debt $ 2,082 $ —

Total interest expense recognized related to our outstanding debt was $ 66 million and $ 6 million for the three months ended June 30, 2026 and 2025, respectively, and $ 72 million and $ 12 million for the six months ended June 30, 2026 and 2025, respectively.

In May 2026, we issued five series of fixed-rate senior unsecured notes for an aggregate principal amount of $ 4.0 billion (collectively, the “Notes”).

The proceeds from the issuance were $ 3.9 billion, net of debt discount and issuance costs of $ 57 million.

The debt discount and issuance costs are amortized to interest expense using the effective interest rate method over the term of the Notes.

The net proceeds from the Notes were used to fund the repayment of outstanding borrowings under the Term Loan (as defined below).

Interest is payable semi-annually in arrears on May 15 and November 15 of each year, except for our senior notes due in August 2031, for which interest is payable semi-annually in arrears on February 15 and August 15 of each year.

The Notes are unsecured obligations and rank equally with all existing and future unsecured and unsubordinated indebtedness of the Company.

We may redeem any series of the Notes, in whole or in part, at any time or from time to time, at specified redemption dates and prices.

In addition, upon the occurrence of certain change of control triggering events, at the option of the holders, the Company will be required to make an offer to repurchase all or any part of such holders’ Notes at a price equal to 101 % of the aggregate principal amount of the notes repurchased, plus accrued and unpaid interest up to, but not including, the date of repurchase.

The indentures governing the Notes contain customary events of default and covenants that, among others and subject to exceptions, restrict our ability to incur or guarantee debt secured by liens on specified assets or enter into sale and lease-back transactions with respect to specified properties.

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” and together with the Notes, the “Senior Notes”).

The 2030 Notes were

issued at 99.63 % of principal and we incurred $ 13 million for debt issuance costs.

The effective interest rate for the 2030 Notes was 1.53 % and included interest payable, amortization of debt issuance cost and amortization of debt discount.

1 unchanged sentence

The 2030 Notes are unsecured obligations and the indentures governing the 2030 Notes contain customary events of default and covenants that, among others and subject to exceptions, restrict our ability to incur or guarantee debt secured by liens on specified assets or enter into sale and lease-back transactions with respect to specified properties.

We consider the fair value of the Senior Notes at June 30, 2026 and December 31, 2025 to be a Level 2 measurement.

The estimated fair value of the Senior Notes based on the closing trading price per $ 100 , was $ 5,320 million and $ 1,324 million at June 30, 2026 and December 31, 2025, respectively.

In April 2026, we borrowed an aggregate principal amount of $ 4.0 billion under a senior unsecured term loan (the “Term Loan”) to fund a portion of the cash consideration for our acquisition of Armis.

In May 2026, we repaid the outstanding balance on the Term Loan primarily through issuance of the Notes.

Commercial Paper

In April 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.

Commercial paper is carried at amortized cost, which approximates its fair value due to the short-term nature of these instruments.

As of June 30, 2026 we have $ 2.1 billion of commercial paper outstanding, with a weighted-average interest rate of 3.98 % and a weighted-average remaining term of 81 days.

Revolving Credit Facility

In April 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 % with such spread being determined based on our credit rating.

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

The Credit Facility contains customary affirmative and negative covenants, including restrictions on indebtedness, liens, asset dispositions, dividends, and acquisitions, subject to certain permitted exceptions.

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

As of June 30, 2026, there were no outstanding borrowings under the Credit Facility, and we were in compliance with all covenants governing the Credit Facility.

(12) Accumulated Other Comprehensive Income (Loss)

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

Defined Benefit Plan (1)

Foreign Currency Translation Adjustment Total

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Net current period other comprehensive income (loss) 52 ( 29 ) ( 9 ) ( 77 ) ( 63 )

Balance as of March 31, 2026

Balance as of June 30, 2026

$ 14 $ ( 29 ) $ ( 9 ) $ ( 20 ) $ ( 44 )

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

Defined Benefit Plan (1)

Foreign Currency Translation Adjustment Total

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$ 50 $ ( 27 ) $ — $ ( 91 ) $ ( 68 )

Other comprehensive (loss) income before reclassifications

( 43 ) 14 36 7

Other comprehensive income (loss) before reclassifications ( 159 ) 19 — 151 11

Amounts reclassified from accumulated other comprehensive loss

( 9 ) — — ( 9 )

Net current period other comprehensive (loss) income

( 52 ) 14 36 ( 2 )

Balance as of March 31, 2025

Net current period other comprehensive income (loss) ( 151 ) 19 — 151 19

Balance as of June 30, 2025

$ ( 101 ) $ ( 8 ) $ — $ 60 $ ( 49 )

(1) Relates to our defined benefit plan for an international subsidiary.

(13) Stockholders' Equity

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

We are authorized to issue a total of 3.0 billion shares of common stock as of June 30, 2026.

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

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

As of June 30, 2026, we had 1,034 million shares of common stock, net of treasury stock, outstanding and had reserved shares of common stock for future issuance as follows (in thousands):

June 30, 2026

Options outstanding 7,339

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(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”).

During the six months ended June 30, 2026 and 2025, we issued a total of 6.7 million and 6.2 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

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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 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.

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.

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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.

During the six months ended June 30, 2026, the Company repurchased an additional 1.6 million shares of its common stock for $ 225 million in open market transactions.

There were no share repurchases during the three months ended June 30, 2026.

During the three and six months ended June 30, 2025, the Company repurchased 1.9 million and 3.5 million shares of its common stock for $ 361 million and $ 659 million, respectively, in open market transactions.

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

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

As of June 30, 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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As of June 7, 2021, we no longer grant equity awards pursuant to the 2012 Plan.

The 2021 Plan, as amended and restated, was approved by the shareholders on June 1, 2023 to increase shares available for future grants by approximately 50 million shares.

Upon effectiveness of the 2021 Plan, as amended and restated, the 2022 Plan was terminated, and no additional awards under the 2022 Plan have been made since the amendment and restatement of the 2021 Plan.

The 2021 Plan, as amended and restated, was approved by the shareholders on June 1, 2023 and May 21, 2026 to increase shares available for future grants by approximately 50 million and 38 million shares, respectively.

The 2022 Plan was terminated in June 2023 and no additional awards were granted thereafter under the 2022 Plan.

Outstanding equity awards under the 2022 Plan continue to be subject to the terms and conditions of the 2022 Plan.

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Stock Options

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

A summary of stock option activity for the six months ended June 30, 2026 was as follows:

Shares Weighted-

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Outstanding as of December 31, 2025 4,829 $ 114.78

2,675 $ 13.14

Exercised ( 65 ) $ 19.91 $ 5

Forfeited ( 100 ) $ 19.56

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.

Outstanding as of June 30, 2026 7,339 $ 79.87 6.3 $ 284

Vested and expected to vest as of June 30, 2026 7,078 $ 81.44 6.2 $ 266

Vested and exercisable as of June 30, 2026 2,864 $ 102.94 5.1 $ 60

(1) Stock options related to business combinations include 2.3 million shares from the Armis acquisition.

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 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.

The total fair value of stock options vested during the six months ended June 30, 2026 was $ 38 million.

The weighted-average grant-date fair value of stock options granted was $ 88.79 for the six months ended June 30, 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.

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

As of June 30, 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 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:

As of June 30, 2026, total unrecognized compensation cost, adjusted for estimated forfeitures, related to unvested stock options was approximately $ 210 million.

The weighted-average remaining vesting period of unvested stock options at June 30, 2026 was approximately two years .

A summary of RSU activity for the six months ended June 30, 2026 was as follows:

Shares Weighted-Average Grant-Date Fair Value

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Forfeited ( 2,570 ) $ 142.78

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.

Outstanding as of June 30, 2026 46,824 $ 127.55

Expected to vest as of June 30, 2026 41,150

(1) Includes RSUs related to business combinations, of which 5.9 million shares relate to the Armis acquisition.

RSUs outstanding as of June 30, 2026 were comprised of 44.1 million RSUs with only service conditions and 2.7 million RSUs with both service and performance conditions, including certain RSUs with additional market conditions.

The total intrinsic value of the RSUs vested was $ 0.8 billion for the six months ended June 30, 2026.

As of June 30, 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 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 $ 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 .

The eligible shares subject to PRSUs granted during the six months ended June 30, 2026 will vest in one to three years contingent on each holder’s continuous status as an employee on the applicable vesting dates.

We recognized $ 112 million and $ 90 million of stock-based compensation expense, net of actual and estimated forfeitures, associated with PRSUs on a graded vesting basis during the six months ended June 30, 2026 and 2025, respectively.

As of June 30, 2026, total unrecognized compensation cost, adjusted for estimated forfeitures, related to unvested RSUs was $ 4.9 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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net income $ 298 $ 385 $ 767 $ 845

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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 $ 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.

Our income tax provision was $ 140 million and $ 344 million for the three and six months ended June 30, 2026, respectively, and was primarily attributable to the mix of earnings and losses in countries with differing statutory

tax rates and stock-based compensation shortfalls, offset by the release of a valuation allowance on certain California deferred tax assets.

Our income tax provision was $ 86 million and $ 181 million for the three and six months ended June 30, 2025, respectively, 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 March 31, 2026, our tax years 2004 to 2025 remain subject to examination in most jurisdictions.

As of June 30, 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 March 31, 2026.

The enacted legislation had an immaterial impact on the Company’s effective tax rate for the three and six months ended June 30, 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 $ 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):

Total operating lease costs were $ 43 million and $ 85 million for the three and six months ended June 30, 2026, respectively, and $ 36 million and $ 72 million for the three and six months ended June 30, 2025, respectively.

For the six months ended June 30, 2026 and 2025, total cash paid for amounts included in the measurement of operating lease liabilities was $ 72 million and $ 53 million, respectively.

Operating lease liabilities arising from obtaining operating right-of-use assets totaled $ 100 million and $ 173 million for the six months ended June 30, 2026 and 2025, respectively.

As of June 30, 2026, the weighted-average remaining lease term is approximately seven years , and the weighted-average discount rate is 4 %.

Maturities of operating lease liabilities as of June 30, 2026 are presented in the table below (in millions):

Fiscal Period:

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Present value of operating lease liabilities $ 936

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 .

In addition to the amounts above, as of June 30, 2026, we have leases, primarily for offices, that have not yet commenced with minimum undiscounted cash flows of $ 328 million.

These leases are expected to commence between 2026 and 2027 with lease terms of seven 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 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.

There were no material contractual obligations that were entered into during the six months ended June 30, 2026 that were outside the ordinary course of business.

We have entered into various non-cancellable agreements with cloud service providers, and as of June 30, 2026, we have remaining payments under these agreements of approximately $ 324 million for the remainder of fiscal 2026, $ 401 million in fiscal 2027, $ 573 million in fiscal 2028, $ 704 million in fiscal 2029 and $ 2.9 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 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 “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.

In addition to the amounts above, our Senior Notes have an aggregate principal amount of $ 5.5 billion, with maturities ranging from May 2028 through May 2056.

We also have $ 2.1 billion of commercial paper outstanding as of June 30, 2026, which has a weighted-average remaining term of 81 days.

Refer to Note 11 “Debt” for further information.

Further, $ 180 million of unrecognized tax benefits have been recorded as liabilities as of June 30, 2026.

Legal Proceedings

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

North America (1)

$ 2,522 $ 2,006 $ 4,881 $ 3,969

997 834 1,976 1,616

Asia Pacific and other 468 375 900 718

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

North America (3)

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Total property and equipment, net $ 2,177 $ 2,289

(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.

(1) Revenues attributed to the United States were 95 % of North America revenues for each of the three and six months ended June 30, 2026 and 94 % for each of the three and six months ended June 30, 2025.

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

(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.

(3) Property and equipment, net attributed to the United States were 83 % and 82 % of property and equipment, net attributable to North America as of June 30, 2026 and December 31, 2025, respectively .

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