Item 5. Other Information
Item 5. Other Information
Rule 10b5-1 Trading Plans
During the quarter ended June 30, 2026, the following Section 16 officer adopted a trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c):
• Jacqueline Canney , our Chief People and AI Enablement Officer , adopted a trading plan on May 29, 2026 . The plan, which expires May 19, 2027 , provides for the sale of (i) up to $500,000 of shares of our common stock and (ii) 100% of the net shares resulting from the vesting of 52,422 restricted stock units and performance-based restricted stock units during the plan period, subject to certain vesting conditions. Net shares are net of tax withholding.
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Item 6. Exhibits
Exhibit Index
Exhibit
Number Description of Document Incorporated by Reference Filed
Herewith
Form File No. Exhibit Filing Date
3.1
Restated Certificate of Incorporation of Registrant
8-K 001-35580 3.1 5/27/2025
3.2
Restated Bylaws of Registrant
8-K 001-35580 3.1 2/12/2025
4 .1
Indenture, dated May 15, 2026, by and between ServiceNow, Inc. and U.S. Bank Trust Company, National Association, as trustee
8-K 001-35580 4.1 5/15/2026
4.2
First Supplemental Indenture, dated May 15, 2026, by and between ServiceNow, Inc. and U.S. Bank Trust Company, National Association, as trustee
8-K 001-35580 4.2 5/15/2026
4.3
Form of Note for ServiceNow, Inc.’s 4.250% Notes due 2028 (incorporated by reference from Exhibit 4.2 hereto)
8-K 001-35580 4.3 5/15/2026
4.4
Form of Note for ServiceNow, Inc.’s 4.700% Notes due 2031 (incorporated by reference from Exhibit 4.2 hereto)
8-K 001-35580 4.4 5/15/2026
4.5
Form of Note for ServiceNow, Inc.’s 5.050% Notes due 2033 (incorporated by reference from Exhibit 4.2 hereto)
8-K 001-35580 4.5 5/15/2026
4.6
Form of Note for ServiceNow, Inc.’s 5.400% Notes due 2036 (incorporated by reference from Exhibit 4.2 hereto)
8-K 001-35580 4.6 5/15/2026
4.7
Form of Note for ServiceNow, Inc.’s 6.300% Notes due 2056 (incorporated by reference from Exhibit 4.2 hereto)
8-K 001-35580 4.7 5/15/2026
10.1
Credit Agreement, dated as of April 1, 2026, among the Company, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent
8-K 001-35580 10.1 4/1/2026
10.2
Form of Commercial Paper Dealer Agreement between the Company, as issuer, and the applicable Dealer party thereto
8-K 001-35580 10.2 4/1/2026
10.3
Term Loan Credit Agreement, dated as of April 17, 2026, among the Company, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent
X
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1 0.4*
ServiceNow, Inc. Amended and Restated 2021 Equity Incentive Plan
8-K 001-35580 10.1 5/22/2026
31.1
Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2
Certification of Periodic Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002
X
32.1**
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
32.2**
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X
101.SCH Inline XBRL Taxonomy Extension Schema Document X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) X
* Indicates a management contract, compensatory plan or arrangement.
** The certifications on Exhibit 32 hereto are deemed not “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that Section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SERVICENOW, INC.
Date: July 22, 2026 By: /s/ William R. McDermott
William R. McDermott
Chief Executive Officer
(Principal Executive Officer)
Date: July 22, 2026 By: /s/ Gina Mastantuono
Gina Mastantuono
President and Chief Financial Officer
(Principal Financial Officer)
Date: July 22, 2026 By: /s/ Danielle Fontaine
Danielle Fontaine
Chief Accounting Officer
(Principal Accounting Officer)
51
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.