ServiceNow reports $4.11B revenue for Q3 2026

Cover page 2 changes

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For the quarterly period ended June September 30, 2026

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As of June September 30, 2026, there were approximately 1,034 1,038 million shares of the Registrant s Common Stock outstanding.

Note 10: Def erred Revenue and Performance Obligations 5 changes

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Note 1 5 - Employee Severance

Note 1 5 6 - Net Income Per Share

Note 1 6 7 - Income Taxes

Note 1 7 8 - Commitments and Contingencies

Note 1 9 - S egment and Geographic Information

Financial statements 176 changes

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June September 30, 2026 December 31, 2025

Cash and cash equivalents $ 2,503 2,393 $ 3,726

Marketable securities 2,161 2,214 2,558

Accounts receivable, net 2,201 2,222 2,627

Current portion of deferred commissions 594 606 590

Prepaid expenses and other current assets 1,055 1,042 970

Total current assets 8,514 8,477 10,471

Deferred commissions, less current portion 1,136 1,158 1,114

Long-term marketable securities 2,043 2,354 3,771

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Goodwill 9,837 3,578

Other assets 379 290

Property and equipment, net 2,177 2,145 2,289

Operating lease right-of-use assets 836 779 806

Intangible assets, net 3,781 3,594 1,121

Goodwill 10,012 3,578

Deferred tax assets 890 804 1,056

Other assets 457 290

Total assets $ 31,666 31,830 $ 26,038

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Accounts payable $ 162 $ 204

Total liabilities 19,150 13,074

Accounts payable $ 231 $ 204

Accrued expenses and other current liabilities 1,738 1,760 1,813

Current portion of deferred revenue 8,057 7,600 8,314

Current portion of operating lease liabilities 114 118 112

Short-term debt, net 2,082 2,086

Total current liabilities 12,153 11,795 10,443

Deferred revenue, less current portion 135 133 120

Operating lease liabilities, less current portion 822 773 800

Long-term debt, net 5,435 5,438 1,491

Other long-term liabilities 605 595 220

Total liabilities 18,734 13,074

Commitments and contingencies (Note 17) 18)

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Common stock, $ 0.001 par value; shares authorized: 3,000,000 ; shares issued: 1,072,455 1,076,478 and 1,065,776 ; shares outstanding: 1,033,862 1,037,917 and 1,047,278

Treasury stock, at cost (shares held: 38,593 38,561 and 18,498 )

Additional paid-in capital 11,921 12,451 10,747

Accumulated other comprehensive income (loss) ( 44 276 ) 19

Retained earnings 6,009 6,286 5,242

Total stockholders equity 12,516 13,096 12,964

Total liabilities and stockholders equity $ 31,666 31,830 $ 26,038

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

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

Professional services and other 110 102 209 185

Total revenues 3,987 3,215 7,757 6,303

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

Subscription $ 3,988 $ 3,299 $ 11,536 $ 9,417

Professional services and other 118 108 327 293

Total revenues 4,106 3,407 11,863 9,710

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Subscription 1,030 625 1,850 1,186

Professional services and other 139 99 259 189

Total cost of revenues 1,169 724 2,109 1,375

Gross profit 2,818 2,491 5,648 4,928

Subscription 1,054 666 2,904 1,852

Professional services and other 157 108 416 297

Total cost of revenues 1,211 774 3,320 2,149

Gross profit 2,895 2,633 8,543 7,561

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Sales and marketing 1,372 1,128 2,588 2,182

Research and development 915 734 1,738 1,437

General and administrative 369 271 657 500

Total operating expenses 2,656 2,133 4,983 4,119

Income from operations 162 358 665 809

Interest income 70 116 158 231

Other income (expense), net 206 ( 3 ) 288 ( 14 )

Income before income taxes 438 471 1,111 1,026

Sales and marketing 1,271 1,056 3,859 3,238

Research and development 956 750 2,694 2,187

General and administrative 283 255 940 755

Total operating expenses 2,510 2,061 7,493 6,180

Income from operations 385 572 1,050 1,381

Interest income 69 115 227 346

Interest expense ( 81 ) ( 6 ) ( 153 ) ( 18 )

Other income (expense), net ( 3 ) 13 357 11

Income before income taxes 370 694 1,481 1,720

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Net income $ 298 $ 385 $ 767 $ 845

Net income per share - basic $ 0.29 $ 0.37 $ 0.74 $ 0.82

Net income per share - diluted $ 0.29 $ 0.37 $ 0.74 $ 0.81

Net income $ 277 $ 502 $ 1,044 $ 1,347

Net income per share - basic $ 0.27 $ 0.48 $ 1.01 $ 1.30

Net income per share - diluted $ 0.27 $ 0.48 $ 1.01 $ 1.29

Weighted-average shares used to compute net income per share - basic 1,031,351 1,035,819 1,033,234 1,034,963 1,034,942 1,038,150 1,033,810 1,035,962

Weighted-average shares used to compute net income per share - diluted 1,034,334 1,046,608 1,037,206 1,046,712 1,043,011 1,047,523 1,038,593 1,046,853

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and 96 more changes in the filing

Notes to the financial statements 168 changes

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The accompanying unaudited condensed consolidated financial statements and condensed footnotes have been prepared in accordance with the applicable rules and regulations of the Securities and Exchange Commission (the SEC ) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by United States ( U.S. ) generally accepted accounting principles ( GAAP ) for complete financial statements due to the permitted exclusion of certain disclosures for interim reporting. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary under GAAP for fair statement of results for the interim periods presented have been included. 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 six nine months ended June September 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; however, it does not include all of the information and footnotes required by GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on January 29, 2026.

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During the three and nine months ended September 30, 2026, we have incorporated one update to our significant accounting policies related to employee severance associated with our 2026 workforce optimization strategy. There were no other significant changes to our significant accounting policies disclosed in Note 2 Summary of Significant Accounting Policies of our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on January 29, 2026.

During the nine months ended September 30, 2026, the Company initiated a workforce optimization strategy that streamlines certain functions in the organization by leveraging AI-driven efficiencies and investing in talent in key strategic areas. Employee severance and related costs associated with the strategy are recognized as one-time employee termination costs when employee notification occurs. For ongoing employee benefit arrangements, severance and related costs are recognized when it becomes probable that an obligation has been incurred and the amount can be reasonably estimated.

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Credit risk arising from accounts receivable is mitigated to a certain extent due to our large number of customers and their dispersion across various industries and geographies. We had one customer, a U.S. federal channel partner and systems integrator, that represented 12 20 % and 11 % of our accounts receivable balance as of June September 30, 2026 and December 31, 2025, respectively. This customer represented 13 12 % of our total revenues for each of the three and six nine months ended June September 30, 2026 and 11 % of our total revenues for each of the three and six nine months ended June September 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.

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Commercial paper $ 6 $ $ $ 6

Corporate notes and bonds 3,295 7 ( 1 ) 3,301

Commercial paper $ 39 $ $ $ 39

Corporate notes and bonds 3,308 1 ( 12 ) 3,297

Certificates of deposit 8 8 12 12

U.S. government and agency securities 799 1,138 ( 1 10 ) 798 1,128

Mortgage-backed and asset-backed securities 105 110 ( 14 18 ) 91 92

Total available-for-sale debt securities $ 4,213 4,607 $ 7 1 $ ( 16 40 ) $ 4,204 4,568

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As of June September 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):

Due within 1 year $ 2,161 2,214

Due in 1 year through 5 years 1,952 2,262

Instruments not due in single maturity 91 92

As of both June September 30, 2026 and December 31, 2025, unrealized losses of $ 17 million and $ 14 million, respectively, are from available-for-sale debt securities in a continuous unrealized loss position greater than 12 months. As of June September 30, 2026, the fair value of available-for-sale debt securities in a continuous unrealized loss position totaled $ 1,097 3,488 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 June September 30, 2026.

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As of June September 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 2,050 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. Under this approach, the investments are measured at cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes resulting from the issuance of similar or identical securities in an orderly transaction by the same issuer. Determining whether an observed transaction is similar to a security within our portfolio requires judgment based on the rights and preferences of the securities. 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 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 and six nine months ended June September 30, 2026, we recorded net upward adjustments of $ 273 million and $ 360 367 million. respectively. The net adjustments made during the three months ended September 30, 2026 and six the three and nine months ended June September 30, 2025 were immaterial . We classify these fair value measurements as Level 3 within the fair value hierarchy.

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

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Commercial paper 3 3

Money market funds $ 1,424 1,299 $ $ 1,424 1,299

Commercial paper 25 25

U.S. government and agency securities 14 14 9 9

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Commercial paper 6 6

Total $ 1,479 $ 4,221 $ 5,700

Commercial paper 39 39

Corporate notes and bonds 3,301 3,301 3,297 3,297

Certificates of deposit 8 8 12 12

U.S. government and agency securities 798 798 1,128 1,128

Mortgage-backed and asset-backed securities 91 91 92 92

Total $ 1,380 $ 4,602 $ 5,982

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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.

During the nine months ended September 30, 2026, we also completed five other acquisitions for total purchase consideration of $ 612 million, primarily to enhance our products with the acquired technologies and engineering workforces. The total aggregate purchase price was primarily allocated to $ 474 million of goodwill, with the remainder largely allocated to the developed technology intangible assets based on the respective estimated fair values. The goodwill from each of the acquisitions is not deductible for income tax purposes.

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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):

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

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Additional Acquisition-Related Information

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 nine months ended June September 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 $ 101 118 million for the six nine months ended June September 30, 2026 and immaterial for the three months ended June September 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 $ 91 211 million for the nine months ended September 30, 2026 and $ 162 million immaterial for the three and six months ended June September 30, 2026 respectively, and immaterial for the comparable prior periods. The costs were included in prepaid expenses 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.

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The changes in the carrying amounts amount of goodwill were as follows (in millions):

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Balance as of June 30, 2026 $ 9,837

Goodwill acquired 6,300 6,623

Foreign currency translation adjustments ( 41 189 )

Balance as of September 30, 2026 $ 10,012

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June September 30, 2026 December 31, 2025

Developed technology $ 3,515 3,461 $ 1,316

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Intangible assets, gross $ 4,663 4,593 $ 1,709

Less: accumulated amortization ( 882 999 ) ( 588 )

Intangible assets, net $ 3,781 3,594 $ 1,121

The weighted-average useful life of the acquired developed technology for the six nine months ended June September 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 nine months ended June September 30, 2026 and 2025 was approximately five years and three years , respectively. Amortization expense for intangible assets for the three months ended June September 30, 2026 and 2025 was $ 219 198 million and $ 25 33 million, respectively, and for the six nine months ended June September 30, 2026 and 2025 was $ 296 494 million and $ 46 79 million, respectively.

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

Remainder of 2026 $ 391 197

Total future amortization expense $ 3,781 3,594

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Computer software 130 126

June September 30, 2026 December 31, 2025

Computer equipment $ 3,399 3,437 $ 3,332

Computer software 170 126

Leasehold and other improvements 482 514 433

Furniture and fixtures 126 124 117

Construction in progress 128 146 117

Property and equipment, gross 4,265 4,391 4,125

Less: Accumulated depreciation ( 2,088 2,246 ) ( 1,836 )

Property and equipment, net $ 2,177 2,145 $ 2,289

Construction in progress consists of costs primarily related to leasehold and other improvements. Depreciation expense for the three months ended June September 30, 2026 and 2025 was $ 155 162 million and $ 120 133 million, respectively, and for the six nine months ended June September 30, 2026 and 2025 was $ 303 465 million and $ 232 365 million, respectively.

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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 $ 2.3 billion and $ 2.2 billion as of June September 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.

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Other assets $ 15 $ 3

Condensed Consolidated Balance Sheets Location June September 30, 2026

Prepaid expenses and other current assets $ 32 37 $ 11

Other assets $ 14 $ 3

Accrued expenses and other current liabilities $ ( 19 12 ) $ ( 49 )

Other long-term liabilities $ ( 3 2 ) $ ( 8 )

As of June September 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. We evaluate hedge effectiveness at the inception of the hedge prospectively, and on an ongoing basis both retrospectively and prospectively. 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 gain of $ 2 1 million and a loss of $ 10 9 million for the three and six nine months ended June September 30, 2026, respectively, and a loss of $ 17 16 million and $ 8 24 million for the three and six nine months ended June September 30, 2025,respectively. 2025, respectively. Amounts reclassified to sales and marketing expenses and research and development expenses were immaterial for the three and six nine months ended June September 30, 2026.

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

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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. 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 June September 30, 2026 and December 31, 2025, we had foreign currency forward contracts with total notional values of $ 3.5 3.4 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 September 30, 2026 and December 31, 2025. For each of the three and six nine months ended June September 30, 2026 and the three 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 and six nine months ended June September 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 $ 120 100 million, primarily offset the remeasurement losses of the related foreign currency denominated assets and liabilities of $ 87 million and $ 125 114 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.

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Our supply chain finance ( SCF ) program provides suppliers with the opportunity to sell their receivables due from us to a global financial institution acting as our paying agent. A supplier s election to receive early payment at a discounted amount from the financial institution does not change the amount that we must remit to the financial institution on our payment date, which is generally 90 days from the invoice date. Participating suppliers negotiate their sales of receivables directly with the financial institution at their sole discretion and we have no economic interest in a supplier s decision to participate in the SCF program. 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 $ 28 18 million and $ 87 million as of June September 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.

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Revenues recognized from beginning period deferred revenue during the three months ended June September 30, 2026 and 2025 were $ 3.4 3.6 billion and $ 2.8 3.0 billion, respectively, and $ 5.7 7.3 billion and $ 4.7 6.1 billion for the six nine months ended June September 30, 2026 and 2025, respectively.

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As of June September 30, 2026, the total non-cancellable RPO under our contracts with customers was $ 29.0 29.7 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.

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Effective Interest Rate June September 30, 2026

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Unamortized debt discount and issuance costs ( 65 62 ) ( 9 )

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and 88 more changes in the filing

Legal proceedings 13 changes

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(18) (19) Segment and Geographic Information

Our chief operating decision maker ( CODM ), the Chief Executive Officer, manages the Company s business activities as a single operating and reportable segment at the consolidated level. Accordingly, our CODM uses consolidated net income to measure segment profit or loss, allocate resources and assess performance. Further, the CODM reviews and utilizes functional expenses (cost of revenues, sales and marketing, research and development, and general and administrative) at the consolidated level to manage the Company s operations. Other segment items included in consolidated net income are interest income, interest expense, other income (expense), net and the provision for income taxes, which are reflected in the condensed consolidated statements of comprehensive income.

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

Asia Pacific and other 468 375 900 718

Total revenues $ 3,987 $ 3,215 $ 7,757 $ 6,303

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

Asia Pacific and other 505 401 1,405 1,119

Total revenues $ 4,106 $ 3,407 $ 11,863 $ 9,710

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June September 30, 2026 December 31, 2025

Asia Pacific and other 265 256 289

Total property and equipment, net $ 2,177 2,145 $ 2,289

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

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(3) Property and equipment, net attributed to the United States were 83 84 % and 82 % of property and equipment, net attributable to North America as of June September 30, 2026 and December 31, 2025, respectively .

MD&A 138 changes

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See the Risk Factors section in Part I, Item 1A of our Annual Report on Form 10-K filed with the SEC on January 29, 2026 for further discussion of the possible impact of conflicts and macroeconomic events on our business and financial results.

As a strategy to optimize our workforce through AI-driven efficiencies and investment in talent in key strategic areas, the Company streamlined certain functions in our organizational structure. While we eliminated roles in some areas, we plan to continue to hire in key strategic areas. As a result, total employee severance and related costs recorded during the three and nine months ended September 30, 2026 were $87 million and $167 million, respectively.

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See the Risk Factors section in Part I, Item 1A of our Annual Report on Form 10-K filed with the SEC on January 29, 2026 for further discussion of the possible impact of conflicts and macroeconomic events on our business and financial results.

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As of June September 30, 2026, our RPO was $29.0 $29.7 billion, of which 46% represented cRPO. RPO and cRPO both increased by 21% 22% and 20%, respectively, compared to June September 30, 2025. Factors that may cause our RPO to vary from period to period include the following:

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Number of customers with ACV greater than $5 million. We count the total number of customers with annual contract value ( ACV ) greater than $5 million as of the end of the period. We had 658 680 and 533 553 customers with ACV greater than $5 million as of June September 30, 2026 and 2025, respectively. For purposes of customer count, a customer is defined as an entity that has a unique Dunn & Bradstreet Global Ultimate ( GULT ) Data Universal Numbering System ( DUNS ) number and an active subscription contract as of the measurement date. The DUNS number is a global standard for business identification and tracking. We make exceptions for holding companies, government entities and other organizations for which the GULT, in our judgment, does not accurately represent the ServiceNow customer. For example, while all U.S. government agencies roll up to Government of the United States under the GULT, we count each government agency that we contract with as a separate customer. Our customer count is subject to adjustments for acquisitions, spin-offs and other market activity; accordingly, we restate previously disclosed number of customers with ACV greater than $5 million calculations to allow for comparability. ACV is calculated based on the foreign exchange rate in effect at the time the contract was signed. Foreign exchange rate fluctuations could cause some variability in the number of customers with ACV greater than $5 million. We believe information regarding the total number of customers with ACV greater than $5 million provides useful information to investors because it is an indicator of our growing customer base and demonstrates the value customers are receiving from the Platform.

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Six Months Ended June 30, % Change

Nine Months Ended September 30, % Change

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Non-GAAP free cash flow $ 2,299 $ 2,012 14 %

GAAP net cash provided by operating activities $ 2,257 3,096 $ 2,393 (6 3,206 (3 %)

Purchases of property and equipment (255) (395) (35 (346) (630) (45 %)

Business combination and other related costs 297 14 371 28 NM

Non-GAAP free cash flow $ 3,121 $ 2,604 20 %

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GAAP income from operations $ 162 $ 358 (55 %) $ 665 $ 809 (18 %)

Stock-based compensation 655 499 31 % 1,213 969 25 %

Amortization of purchased intangibles 219 25 NM 296 46 NM

Business combination and other related costs 75 14 NM 118 25 372 %

Severance costs 62 29 114 % 80 29 176 %

Non-GAAP income from operations $ 1,173 $ 955 23 % $ 2,372 $ 1,908 24 %

Three Months Ended June September 30, % Change Six Nine Months Ended June September 30, % Change (dollars in millions) (dollars in millions)

GAAP income from operations $ 385 $ 572 (33 %) $ 1,050 $ 1,381 (24 %)

Stock-based compensation 633 492 29 % 1,846 1,461 26 %

Amortization of purchased intangibles 198 33 NM 494 79 NM

Business combination and other related costs 35 19 84 % 153 44 248 %

Impairment of assets 30 (100 % 30 (100 %)

Severance costs 87 24 263 % 167 53 215 %

Non-GAAP income from operations $ 1,338 $ 1,140 17 % $ 3,710 $ 3,048 22 %

Renewal rate . We calculate our renewal rate by subtracting our attrition rate from 100%. Our attrition rate for a period is equal to the ACV from customers lost during the period, divided by the sum of (i) the total ACV from all customers that renewed during the period, excluding changes in price or users, and (ii) the total ACV from all customers lost during the period. Accordingly, our renewal rate is calculated based on ACV and is not based on the number of customers that have renewed. Further, our renewal rate does not reflect increased or decreased purchases from our customers to the extent such customers are not lost customers or lapsed renewals. A lost customer is a customer that did not renew an expiring contract and that, in our judgment, will not be renewed. Typically, a customer that reduces its subscription upon renewal is not considered a lost customer. However, in instances where the subscription decrease represents the majority of the customer s ACV, we may deem the renewal as a lost customer. For our renewal rate calculation, we define a customer as an entity with a separate production instance of our service and an active subscription contract as of the measurement date, instead of an entity with a unique GULT or DUNS number. We adjust our renewal rate for acquisitions, consolidations and other customer events that cause the merging of two or more accounts occurring at the time of renewal. Our renewal rate was 98% for each of the three and six nine months ended June September 30, 2026 and 97% and 98% for the three and nine months ended September 30, 2025, respectively. As our renewal rate is impacted by the timing of renewals, which could occur in advance of, or subsequent to the original contract end date, period-to-period comparison of renewal rates may not be meaningful.

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We sell our subscription services primarily through our direct sales organization. We also sell services through managed service providers and resale partners. We also generate revenues from certain professional services and from training of customers and partner personnel, through both our direct team and indirect sales channel. Revenues from our direct sales organization represented 75% and 76% of our total revenues for each of the three and six nine months ended June September 30, 2026 respectively, and 78% of our total revenues for each of the three and six nine months ended June September 30, 2025. For purposes of calculating revenues from our direct sales organization, revenues from systems integrators and managed services providers are included as part of the direct sales organization.

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Professional services are performed directly by our services team, as well as by contracted third-party partners. Fees paid by us to third-party partners are primarily recognized as cost of revenues as the professional services are delivered. Cost of revenues associated with our professional services engagements contracted with third-party partners as a percentage of professional services and other revenues was 42% 53% and 40% 44% for the three and six nine months ended June September 30, 2026, respectively, and 33% and 34% for each of the three and six nine months ended June September 30, 2025. respectively.

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Provision for income taxes consists of federal, state and foreign income taxes. Our income tax provision for the three and six nine months ended June September 30, 2026 is 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. We continue to maintain a valuation allowance against a portion of our California deferred tax assets due to the uncertainty regarding realizability of these deferred tax assets as they have not met the more likely than not realization criteria, particularly as we expect research and development tax credit generation to exceed our ability to use For the credits in future years. nine months ended

September 30, 2026, the provision was also impacted by the release of a valuation allowance on certain California deferred tax assets. We continue to maintain a valuation allowance against a portion of our California deferred tax assets due to the uncertainty regarding realizability of these deferred tax assets as they have not met the more likely than not realization criteria, particularly as we expect research and development tax credit generation to exceed our ability to use the credits in future years.

Comparison of the Three and Six Nine Months Ended June September 30, 2026 and 2025

Three Months Ended June September 30, % Change Six Nine Months Ended June September 30, % Change (dollars in millions)

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Subscription $ 3,877 $ 3,113 25 % $ 7,548 $ 6,118 23 %

Professional services and other 110 102 8 % 209 185 13 %

Total revenues $ 3,987 $ 3,215 24 % $ 7,757 $ 6,303 23 %

Subscription $ 3,988 $ 3,299 21 % $ 11,536 $ 9,417 23 %

Professional services and other 118 108 9 % 327 293 12 %

Total revenues $ 4,106 $ 3,407 21 % $ 11,863 $ 9,710 22 %

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Subscription revenues increased by $764 $689 million and $1,430 $2,119 million for the three and six nine months ended June September 30, 2026, respectively, compared to the three and six nine months ended June September 30, 2025, primarily driven by increased purchases by new and existing customers. Included in subscription revenues is $149 $96 million and $109 $104 million of revenues recognized upfront from the delivery of software associated with self-hosted offerings during the three months ended June September 30, 2026 and 2025, respectively, and $287 $383 million and $266 $370 million during the six nine months ended June September 30, 2026 and 2025, respectively.

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Our expectations for revenues, cost of revenues and operating expenses for the remainder of 2026 are based on the 30-day average of foreign exchange rates for June September 30, 2026.

Professional services and other revenues increased by $8 $10 million and $24 $34 million during the three and six nine months ended June September 30, 2026, respectively, compared to the three and six nine months ended June September 30, 2025, primarily due to an increase in services and trainings provided to new and existing customers.

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Three Months Ended June September 30, % Change Six Nine Months Ended June September 30, % Change (dollars in millions)

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Subscription $ 1,030 $ 625 65 % $ 1,850 $ 1,186 56 %

Professional services and other 139 99 40 % 259 189 37 %

Total cost of revenues $ 1,169 $ 724 61 % $ 2,109 $ 1,375 53 %

Subscription $ 1,054 $ 666 58 % $ 2,904 $ 1,852 57 %

Professional services and other 157 108 45 % 416 297 40 %

Total cost of revenues $ 1,211 $ 774 56 % $ 3,320 $ 2,149 54 %

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Subscription 73% 80% 75% 81 %

Gross profit $ 2,818 $ 2,491 $ 5,648 $ 4,928

Sales and marketing $ 1,372 $ 1,128 22 % $ 2,588 $ 2,182 19 %

Percentage of revenues 34% 35% 33% 35%

Subscription 74% 80% 75% 80 %

Professional services and other (26%) 3% (24%) (2 (33%) % (27%) (1 %)

Total gross profit percentage 71% 77% 73% 72% 78 %

Gross profit $ 2,895 $ 2,633 $ 8,543 $ 7,561

Cost of subscription revenues increased by $405 $388 million and $664 $1,052 million for the three and six nine months ended June September 30, 2026, respectively, compared to the three and six nine months ended June September 30, 2025, primarily due to increased headcount and increased costs to support the growth of our subscription offerings including costs to support customers in regulated markets. Personnel-related costs, including stock-based compensation and overhead expenses increased by $115 $112 million and $229 $341 million for the three and six nine months ended June September 30, 2026, respectively, compared to the three and six nine months ended June September 30, 2025. Depreciation expense related to infrastructure hardware equipment and expenses associated with software, maintenance and other costs, which together support the expansion of data center capacity, increased by $63 $56 million and $123 $179 million for the three and six nine months ended June September 30, 2026, respectively, compared to the three and six nine months ended June September 30, 2025. Expenses associated with our contractual commitments with third-party cloud service providers increased by $63 $79 million and $104 $183 million for the three and six nine months ended June September 30, 2026, respectively, compared to the three and six nine months ended June September 30, 2025. In addition, amortization of intangible assets increased by $153 $119 million and $194 $313 million for the three and six nine months ended June September 30, 2026, respectively, compared to the three and six nine months ended June September 30, 2025 as a result of acquisitions.

We expect our cost of subscription revenues for the year ending December 31, 2026 to increase in absolute dollars and increase as a percentage of revenue compared to the year ended December 31, 2025 as we provide subscription services to more customers, increase usage within our customer instances and continue to recognize amortization of acquired intangible assets. We will continue to incur incremental costs to attract customers in regulated markets by adopting public cloud offerings as well as increased support for customers impacted by new and evolving data residency requirements. To the extent future acquisitions are consummated, our cost of subscription revenues may increase due to additional non-cash charges associated with the amortization of intangible assets acquired.

Our subscription gross profit percentage was 73% 74% and 75% for the three and six nine months ended June September 30, 2026, respectively, and 80% and 81% for each of the three and six nine months ended June September 30, 2025. respectively. We expect our subscription gross profit percentage to decrease for the year ending December 31, 2026 compared to the year ended December 31, 2025, primarily due to the ongoing growth of our third-party cloud services usage and incremental amortization of intangible assets acquired.

Cost of professional services and other revenues increased by $40 $49 million and $70 $119 million for the three and six nine months ended June September 30, 2026, respectively, compared to the three and six nine months ended June September 30, 2025, primarily driven by increased personnel-related costs and an increase in partner ecosystem spend to further help accelerate customer value realization.

Our professional services and other gross loss percentage was 26% 33% for the three months ended June September 30, 2026 compared to a gross profit percentage of 3% breakeven for the three months ended June September 30, 2025. Our professional services and other gross loss percentage was 24% 27% for the six nine months ended June September 30, 2026 compared to 2% 1% for the six nine months ended June September 30, 2025. Our professional services and other gross loss percentage was primarily driven by personnel-related costs and partner ecosystem spend to further help accelerate customer value realization increasing at a faster rate than revenue. We expect our professional services and other gross loss percentage to increase for the year ending December 31, 2026 compared to the year ended December 31, 2025 as we continue to accelerate customer value realization and support our customers in gaining the maximum value of our latest offerings.

Three Months Ended June September 30, % Change Six Nine Months Ended June September 30, % Change (dollars in millions) (dollars in millions)

Sales and marketing $ 1,271 $ 1,056 20 % $ 3,859 $ 3,238 19 %

Percentage of revenues 31% 31% 33% 33%

Sales and marketing expenses increased by $244 $215 million and $406 $621 million for the three and six nine months ended June September 30, 2026, respectively, compared to the three and six nine months ended June September 30, 2025, primarily due to increased headcount resulting in an increase in personnel-related costs including stock-based compensation and overhead expenses of $138 $104 million and $211 $315 million for the three and six nine months ended June September 30, 2026, respectively, compared to the three and six nine months ended June September 30, 2025. The increase in personnel-related costs includes an increase of $1 million and $28 million in employee severance and related costs for the three and nine months ended September 30, 2026, respectively, compared to the three and nine months ended September 30, 2025, in connection with our initiatives to optimize our workforce through AI-driven efficiencies and investment in talent in key strategic areas. Amortization expenses associated with deferred commissions increased by $21 $17 million and $44 $61 million for the three and six nine months ended June September 30, 2026, respectively, compared to the three and six nine months ended June September 30, 2025, primarily due to an increase in contracts with new customers, expansion and renewal contracts. Other sales and marketing program expenses, which include branding, costs associated with purchasing advertising, marketing events and market data, increased by $29 $19 million and $62 $81 million for the three and six nine months ended June September 30, 2026, respectively, compared to the three and six nine months ended June September 30, 2025, with the increase in the nine-month period primarily due to increased program costs and travel costs for our annual Knowledge user conference. In addition, amortization of intangible assets increased by $41 $44 million and $56 $100 million for the three and six nine months ended June September 30, 2026, respectively, compared to the three and six nine months ended June September 30, 2025 as a result of acquisitions.

We expect sales and marketing expenses for the year ending December 31, 2026 to increase in absolute dollars and to decrease slightly but remain relatively flat as a percentage of revenue compared to the year ended December 31, 2025, as we continue to see leverage from increased sales productivity and marketing efficiencies.

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Research and development $ 915 $ 734 25 % $ 1,738 $ 1,437 21 %

Three Months Ended June September 30, % Change Six Nine Months Ended June September 30, % Change (dollars in millions) (dollars in millions)

Research and development $ 956 $ 750 27 % $ 2,694 $ 2,187 23 %

Percentage of revenues 23% 23% 22% 23% 23%

Research and development expenses ( R&D ) increased by $181 $206 million and $301 $507 million for the three and six nine months ended June September 30, 2026, respectively, compared to the three and six nine months ended June September 30, 2025. primarily due to increased headcount, resulting in an increase in Personnel-related costs including stock-based compensation and overhead expenses increased $178 million and $456 million for the three and nine months ended September 30, 2026, respectively, compared to the three and nine months ended September 30, 2025. The increase in personnel-related costs includes an increase of $162 $35 million and $278 $37 million in employee severance and related costs for the three and six nine months ended June September 30, 2026, respectively, compared to the three and six nine months ended June September 30, 2025, in connection with our initiatives to optimize our workforce through AI-driven efficiencies and investment in talent in key strategic areas.

We expect R&D expenses for the year ending December 31, 2026 to increase in absolute dollars but remain relatively flat as a percentage of revenue compared to the year ended December 31, 2025, as we continue to improve the existing functionality of our services, develop new applications to fill market needs and enhance our core platform, including investments in AI capabilities such as agentic AI and AI security.

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General and administrative $ 369 $ 271 36 % $ 657 $ 500 31 %

Three Months Ended June September 30, % Change Six Nine Months Ended June September 30, % Change (dollars in millions) (dollars in millions)

General and administrative $ 283 $ 255 11 % $ 940 $ 755 25 %

Percentage of revenues 9% 8% 7% 7% 8% 8%

General and administrative expenses ( G&A ) increased by $98 $28 million and $157 $185 million for the three and six nine months ended June September 30, 2026, respectively, compared to the three and six nine months ended June September 30, 2025. primarily due to an increase in outside services of $61 million and $96 million, largely related to recent acquisitions. Personnel-related costs including stock-based compensation increased $56 $23 million and $66 $89 million for the three and six nine months ended June September 30, 2026, respectively, compared to the three and six nine months ended June September 30, 2025. These increases were The increase in personnel-related costs includes an increase of $10 million and $31 million in employee severance and related costs for the three and nine months ended September 30, 2026, respectively, compared to the three and nine months ended September 30, 2025, in connection with our initiatives to optimize our workforce through AI-driven efficiencies and investment in talent in key strategic areas. In addition, for the nine months ended September 30, 2026, outside services increased by $100 million, largely related to recent acquisitions, and was partially offset by an impairment of assets of $30 million that was recorded in the three and six nine months ended June September 30, 2025.

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Subscription $ 96 $ 76 26 % $ 180 $ 144 25 %

Sales and marketing 179 155 15 % 329 303 9 %

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and 58 more changes in the filing

Market risk 4 changes

Except for the fixed-rate senior notes and unsecured revolving credit facility entered into during the three months ended June 30, 2026, there have been no other changes in our market risk compared to the disclosures in Part II, Item 7A in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on January 29, 2026.

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. Interest is payable semi-annually in arrears on May 15 and November 15 of each year, except for our notes due in August 2031, for which interest is payable semi-annually in arrears on February 15 and August 15 of each year. 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 approximately $13 million of debt issuance costs. Interest is payable on the 2030 Notes semi-annually in arrears on March 1 and September 1 of each year. As the Senior Notes bear interest at fixed rates, we have no financial statement risk associated with changes in interest rates. However, the fair value of the Senior Notes will fluctuate with movement in market interest rates.

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"). 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. Because the interest rates applicable to borrowings under the Credit Facility are variable, we are exposed to market risk from changes in the underlying index rates, which affect our cost of borrowing. As of September 30, 2026, no amounts were outstanding under the Credit Facility.

Refer to Note 11 Debt in the notes to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information.

Controls and procedures 2 changes

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Regulations under the Exchange Act require public companies, including our Company, to maintain disclosure controls and procedures, which are defined in Rule 13a-15(e) and Rule 15d-15(e) to mean a company s controls and other procedures that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required or necessary disclosures. In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. Our Chief Executive Officer and Chief Financial Officer have concluded, based on the evaluation of the effectiveness of the disclosure controls and procedures by our management as of June September 30, 2026, that our disclosure controls and procedures were effective at the reasonable assurance level for this purpose.

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There were no changes to our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended June September 30, 2026 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Unregistered sales of stock 1 change

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On May 16, 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 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. During the three months ended June September 30, 2026, we did not repurchase any shares pursuant to the Share Repurchase Program. As of September 30, 2026, approximately $4.2 billion of the authorized amount under the Share Repurchase Program remained available for future repurchases.

Other information 9 changes

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During the quarter ended June September 30, 2026, the following director and Section 16 officer adopted a trading arrangement arrangements intended to satisfy the affirmative defense of Rule 10b5-1(c):

Paul Chamberlain , a member of our board of directors , adopted a trading plan on August 27, 2026 . The plan, which expires November 15, 2027 , provides for the sale of up to 2,700 shares of our common stock.

Jacqueline Canney Gina Mastantuono , our Chief People President and AI Enablement Chief Financial Officer , adopted a trading plan on May 29, August 28, 2026 . The plan, which expires May 19, 18, 2027 , provides for the sale of (i) up to $500,000 of 30,000 shares of our common stock and (ii) up to 100% of the net shares resulting from the vesting of 52,422 67,028 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.

Compensatory Arrangements of Certain Officers

On October 26, 2026, the Leadership Development and Compensation Committee (the Committee ) of the Board of Directors (the Board ) of ServiceNow, Inc. (the Company ) unanimously approved grants to certain senior executive leaders of the Company (each, a Recipient ) of restricted stock unit awards (each such award, a Leadership Award and collectively, the Leadership Awards ) under the Company s Amended and Restated 2021 Equity Incentive Plan.

The Leadership Awards reflect the Board's desire to retain and incentivize our current senior leadership team during an exceptionally competitive period for enterprise technology talent, and to promote the stability and retention of a high-performing leadership team over the longer term. The awards recognize the strong execution and momentum our leadership has demonstrated in advancing our strategic priorities and are designed to incentivize sustained focus on long-term shareholder value creation, particularly as we navigate the significant industry transitions driven by AI innovation and heightened competition for top enterprise technology talent. The grants are designed with back-loaded vesting through 2029 to sustain leadership continuity, reinforce long-term commitment to our strategic objectives and maintain a strong succession plan.

The Leadership Awards, granted on October 26, 2026, are scheduled to vest as follows: 25% on December 31, 2027, 35% on December 31, 2028, and 40% on December 31, 2029, subject to the Recipient s continued employment with the Company through each applicable vesting date. Each of the Company s named executive officers for fiscal year 2025 who remains employed by the Company is a Recipient, and the target values of their Leadership Awards are as follows: William R. McDermott, Chairman and Chief Executive Officer ($50,000,000), Amit Zavery, President, Chief Product Officer and Chief Operating Officer ($25,000,000), Paul Fipps, President, Global Customer Operations ($22,500,000), Gina Mastantuono, President and Chief Financial Officer ($17,750,000) and Jacqueline C. Canney, Chief People and AI Enablement Officer ($11,300,000).

Under the terms of the award agreement, any unvested portion of a Recipient s Leadership Award will be forfeited when such Recipient s service with the Company ends, except in connection with a Recipient s death, Disability or a Qualifying Termination in connection with a Change in Control, in which case the Leadership Award will be treated in accordance with the Company s Executive Severance Policy. Capitalized terms not defined here have the meanings given in the Severance Policy.

The foregoing summary of the terms and conditions of the Leadership Awards set forth above does not purport to be complete and is qualified by reference to the provisions of the Company s Amended and Restated 2021 Equity Incentive Plan and form of Global Restricted Stock Unit Agreement, copies of which were filed as Exhibit 10.1 to the Company s Current Report on Form 8-K filed May 22, 2026, and Exhibit 10.1 to the Company s Quarterly Report on Form 10-Q filed April 23, 2026, respectively.

Exhibits 14 changes

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Indenture, dated May 15, 2026, by and between ServiceNow, Inc. and U.S. Bank Trust Company, National Association, as trustee

First Supplemental Indenture, dated May 15, 2026, by and between ServiceNow, Inc. and U.S. Bank Trust Company, National Association, as trustee

Form of Note for ServiceNow, Inc. s 4.250% Notes due 2028 (incorporated by reference from Exhibit 4.2 hereto)

Form of Note for ServiceNow, Inc. s 4.700% Notes due 2031 (incorporated by reference from Exhibit 4.2 hereto)

Form of Note for ServiceNow, Inc. s 5.050% Notes due 2033 (incorporated by reference from Exhibit 4.2 hereto)

Form of Note for ServiceNow, Inc. s 5.400% Notes due 2036 (incorporated by reference from Exhibit 4.2 hereto)

Form of Note for ServiceNow, Inc. s 6.300% Notes due 2056 (incorporated by reference from Exhibit 4.2 hereto)

Credit Agreement, dated as of April 1, 2026, among the Company, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent

Form of Commercial Paper Dealer Agreement between the Company, as issuer, and the applicable Dealer party thereto

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

ServiceNow, Inc. Amended and Restated 2021 Equity Incentive Plan

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Date: July 22, October 28, 2026 By: /s/ William R. McDermott

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Date: July 22, October 28, 2026 By: /s/ Gina Mastantuono

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Date: July 22, October 28, 2026 By: /s/ Danielle Fontaine

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