UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~January~~February 2810, 2026

___________

SERVICENOW, INC.

(Exact name of registrant as specified in its charter)

___________

Delaware

001-35580

20-2056195

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification Number)

2225 Lawson Lane

Santa Clara, California 95054

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices~~offices and Zip Code)

(408) 501-8550

(Registrant's telephone number, including area code)

Not Applicable (Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, par value $0.001 per share

NOW

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.02 ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~January~~February 2810, 2026, the Board of Directors of ServiceNow, Inc. (the “~~ServiceNow~~Company”) orappointed Danielle Fontaine as the “Company”)’s ~~issued~~Chief aAccounting ~~press~~Officer ~~release~~and ~~announcing~~Corporate ~~financial~~Controller, ~~results~~effective ~~for~~February 17, 2026. Kevin McBride, the ~~three~~Company’s ~~months~~former Chief Accounting Officer effective February 17, 2026, has been promoted to Executive Vice President, Accounting and ~~year~~Corporate ~~ended~~Services, ~~December~~assuming 31new responsibilities. Prior to Ms. Fontaine’s appointment, ~~2025~~she served as the Company’s Assistant Controller since September 2021. Before that, she held roles in Technical Accounting and Corporate Accounting at Alphabet, Inc. from January 2017 to September 2021 and served as an industry fellow at the Financial Accounting Standards Board. From October 2007 to January 2017, Ms. Fontaine held progressive controllership roles at Gap, Inc. and began her career in public accounting at Ernst & Young, LLP. Ms. Fontaine holds a Bachelor of Science in Commerce degree and a Master of Business Administration degree from Santa Clara University.

AIn ~~copy~~connection with her appointment, Ms. Fontaine will receive an annual base salary of ~~the~~$420,000, ~~press~~a ~~release~~target isannual ~~furnished~~cash asbonus ~~Exhibit~~opportunity ~~99.~~of 40% of base salary, and a $1,250,000 torestricted ~~this~~stock ~~Current~~unit ~~Report~~(“RSU”) onaward. ~~Form~~Her ~~8-K~~RSU ~~and~~award iswill ~~incorporated~~vest byin ~~reference~~equal ~~herein~~quarterly installments over four years, subject to Ms. Fontaine’s continued employment with the Company.

~~The~~There ~~information~~are ~~above,~~no ~~including~~arrangements ~~Exhibit~~or 99understandings between Ms.1, isFontaine ~~furnished~~and any other persons, pursuant to ~~Item~~which ~~2.02~~she ofwas ~~Form~~appointed ~~8-K~~as ~~and~~Chief isAccounting ~~not~~Officer. ~~deemed~~There toare beno ~~“filed”~~family ~~for~~relationships ~~purposes~~among ofMs. ~~Section~~Fontaine 18and any of the ~~Securities~~Company’s ~~Exchange~~directors ~~Act~~or ofexecutive ~~1934,~~officers. asMs. ~~amended~~Fontaine ~~(the~~is ~~“Exchange~~not ~~Act”),~~a orparty ~~otherwise subject~~ to ~~liabilities~~any oftransaction ~~that~~required ~~section,~~to ~~nor shall it~~ be ~~deemed~~disclosed ~~incorporated~~pursuant byto ~~reference~~Item in404(a) ~~any~~of ~~filing~~Regulation ofS-K. ~~ServiceNow~~Ms. ~~under~~Fontaine executed the ~~Securities~~Company’s ~~Act~~standard form of ~~1933,~~indemnification asagreement ~~amended~~for ~~(the “Securities Act”)~~officers, orfiled with the ~~Exchange~~SEC ~~Act,~~as ~~whether~~Exhibit ~~made~~10.1 ~~before~~to orthe ~~after~~Company’s ~~the~~Annual ~~date~~Report ~~hereof~~on ~~and~~Form ~~irrespective~~10-K offor ~~any~~the ~~general~~fiscal ~~incorporation~~year ~~language~~ended inDecember ~~any~~31, ~~filings~~2015.

Item 8.01 Other Events.

On January 28, 2026, ServiceNow announced that its Board of Directors authorized an additional $5.0 billion in repurchases under its share repurchase program, supplementing approximately $1.4 billion in repurchase capacity remaining available under prior authorizations as of December 31, 2025. Share repurchases may be made through a variety of methods, which could include open market purchases, accelerated share repurchase transactions, negotiated block transactions, 10b5-1 plans, other transactions that may be structured through investment banking institutions or privately negotiated, or a combination of the foregoing. The share purchase program does not have a fixed expiration date, may be suspended, or discontinued at any time, and does not obligate the Company to acquire any amount of its common stock. The timing, manner, price, and amount of any repurchases will be determined by the Company at its 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.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.
	99.1	Press release dated January 28, 2026, announcing ServiceNow, Inc.'s financial results for the three months and year ended December 31, 2025.
	104	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SERVICENOW, INC.

By:

/s/ ~~Russell~~Hossein ~~S. Elmer~~Nowbar

Russell S. ElmerGeneral Counsel

Hossein NowbarPresident and Chief Legal Officer

Date: January 28, 2026

Date: February 11, 2026

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