NOWSERVICENOW, INC.
8-K1.012.039.01

Apr 1, 2026

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NOW 8-K — Smart Summary

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On April 1, 2026, ServiceNow, Inc. entered into two financing arrangements: a $3B unsecured revolving credit facility with JPMorgan Chase Bank, N.A. as administrative agent, and a commercial paper program permitting issuance of up to $3B in short-term unsecured notes.

Item 1.01Entry into a Material Definitive Agreement

Agreements

  • Unsecured Revolving Credit Facility (Credit Agreement) — ServiceNow, Inc. (Borrower), lenders party thereto (Lenders), and JPMorgan Chase Bank, N.A. (Administrative Agent); effective April 1, 2026; provides a $3B unsecured revolving credit facility; matures April 1, 2031; proceeds may be used for working capital and general corporate purposes; Borrower may increase commitments by up to $2B (Incremental Facility) subject to customary conditions; maturity may be extended no more than once in any twelve consecutive month period, by no more than five years after the applicable extension date; each Lender has discretion to participate in Incremental Facility or any extension; contains customary representations, warranties, affirmative and negative covenants, and events of default; joint lead arrangers and joint bookrunners are JPMorgan Chase Bank, N.A., Barclays Bank PLC, Citibank, N.A., HSBC Securities (USA) Inc., and Wells Fargo Securities, LLC
  • Commercial Paper Dealer Agreement (Commercial Paper Program) — ServiceNow, Inc. (Issuer) and one or more commercial paper dealers (Dealers); effective April 1, 2026; permits issuance of short-term unsecured commercial paper notes (Notes) under the 4(a)(2) exemption from the Securities Act of 1933; aggregate face or principal amount of Notes outstanding not to exceed $3B (Maximum Amount), subject to increase per Dealer Agreement terms; Notes sold at a discount from par or at par; maturities not to exceed 397 days from date of issuance; Notes sold only to Qualified Institutional Buyers or Institutional Accredited Investors; minimum face amount of $250,000 per Note or integral multiples of $1,000 in excess thereof; a national bank acts as issuing and paying agent; Notes will rank at least pari passu with all other unsubordinated indebtedness of the Issuer; Notes not registered under the Securities Act

Conditions

  • Incremental Facility Activation — Subject to certain customary conditions; each Lender has discretion to determine whether it will participate
  • Maturity Date Extension — May be extended no more than one time in any twelve consecutive month period; maturity date may not be extended by more than five years after the applicable extension date; each Lender has discretion to participate in any extension
  • Pre-Issuance Requirements for Commercial Paper Notes — Prior to first issuance of Notes, Dealer must receive: opinion of counsel to Issuer, executed Issuing and Paying Agent Agreement, officer's certificate (including organizational documents, board resolutions, and incumbency), executed Letter of Representations to DTC and executed Master Note, confirmation of then-current rating from each Rating Agency rating the Notes, IRS Form W-8 or W-9, beneficial ownership information required by 31 C.F.R. § 1010.230, and such other certificates, opinions, letters and documents as Dealer shall have reasonably requested
  • Increase in Maximum Amount for Commercial Paper Program — Requires at least three calendar days' prior notice to Dealer and Issuing and Paying Agent; delivery of officer's certificate confirming organizational documents and board resolutions, updated or supplemental Private Placement Memorandum, legal opinion of counsel, evidence of Rating Agency rating confirmation or any change in rating after giving effect to the increase, and such other documents as Dealer shall have reasonably requested

Financial Impact

  • Revolving Credit Facility Size — $3B aggregate commitments as of the Effective Date
  • Incremental Facility — Borrower may increase commitments by up to $2B subject to customary conditions and each Lender's discretion
  • Interest Rate — U.S. Dollar Borrowings — At Borrower's election: alternate base rate or Term SOFR plus an applicable margin based on credit ratings; applicable margin (Term Benchmark Spread/RFR Spread) ranges from 0.600% (Category 1: A1/A+ or higher) to 1.000% (Category 4: Baa1/BBB+ or lower); ABR Spread is 0.000% across all categories
  • Undrawn Commitment Fee Rate — Ranges from 0.040% (Category 1: A1/A+ or higher) to 0.100% (Category 4: Baa1/BBB+ or lower) based on credit ratings
  • Current Borrowings under Revolving Credit Facility — No funds borrowed as of the filing date
  • Commercial Paper Program Maximum Amount — $3B aggregate face amount of Notes outstanding at any time; may be increased in accordance with Dealer Agreement terms
  • Current Notes Issued under Commercial Paper Program — No Notes issued as of the filing date
  • Dealer Expense Reimbursement — Issuer shall reimburse Dealer for all reasonable and documented out-of-pocket expenses related to the Dealer Agreement, including reasonable and documented fees and out-of-pocket expenses of one external legal counsel for the Dealer plus one additional external legal counsel in each local jurisdiction as reasonably necessary
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