NOW 8-K — Smart Summary

On April 17, 2026, ServiceNow, Inc. entered into a $4B unsecured Term Loan Credit Agreement with JPMorgan Chase Bank, N.A. as administrative agent and a syndicate of lenders, with proceeds used to finance a portion of the cash consideration for the acquisition of Armis Security Ltd.

• Total revenues: $3.8B in Q1 2026, up 22% YoY (19% in constant currency)
• Subscription revenues: $3.7B, up 22% YoY (19% in constant currency)
• Professional services and other revenues: $99M, up 18.5% YoY
• GAAP gross profit: $2.8B; GAAP gross margin: 75% vs. 79% in Q1 2025
• Non-GAAP gross profit: $3B; non-GAAP gross margin: 79.5% vs. 82% in Q1 2025
• GAAP income from operations: $503M (13.5% margin) vs. $451M (14.5% margin) in Q1 2025
• Non-GAAP income from operations: $1.2B (32% margin) vs. $953M (31% margin) in Q1 2025
• GAAP net income: $469M ($0.45 diluted EPS) vs. $460M ($0.44 diluted EPS) in Q1 2025
• Non-GAAP net income: $1B ($0.97 diluted EPS) vs. $846M ($0.81 diluted EPS) in Q1 2025
• GAAP net cash provided by operating activities: $1.7B (44.5% of revenues) vs. $1.7B (54.5% of revenues) in Q1 2025
• Non-GAAP free cash flow: $1.7B (44% margin) vs. $1.5B (48% margin) in Q1 2025

• Subscription revenues: $3.7B, 22% YoY GAAP growth; 19% constant currency non-GAAP growth
• Professional services and other revenues: $99M, 18.5% YoY GAAP growth; 15.5% constant currency non-GAAP growth
• Subscription gross profit: $2.9B GAAP (77.5% margin); $3B non-GAAP (81.5% margin)
• Professional services and other gross loss: ($21M) GAAP (-21% margin); ($9M) non-GAAP (-9% margin)
• cRPO: $12.6B, up 22.5% YoY GAAP; $12.4B non-GAAP, up 21% in constant currency
• RPO: $27.7B, up 25% YoY GAAP; $27.3B non-GAAP, up 23.5% in constant currency
• Now Assist customers spending over $1M in annual contract value grew over 130% YoY
• 630 customers with more than $5M in ACV, ~22% YoY growth; 16 transactions over $5M in net new ACV in Q1 2026, nearly 80% YoY growth

• Cash and cash equivalents: $2.7B as of March 31, 2026, vs. $3.7B as of December 31, 2025
• Marketable securities (current): $2.5B; long-term marketable securities: $2.7B as of March 31, 2026
• Long-term debt, net: $1.5B as of March 31, 2026 (unchanged from December 31, 2025)
• Share repurchases in Q1 2026: ~20.1 million shares total — 18.5 million shares via previously announced $2B accelerated share repurchase program, plus 1.6 million shares for $225M through open market transactions
• Total repurchases cash outflow: $2.2B in Q1 2026 vs. $298M in Q1 2025
• Approximately $4.2B remained available under the share repurchase program as of end of Q1 2026
• Business combinations, net of cash acquired: ($1.3B) in Q1 2026 (reflecting Veza and Armis-related payments)

• Bill McDermott, Chairman and CEO: "ServiceNow's first quarter performance beat the high end of our guidance once again. Since our founding, we've built our platform around the work customers need to accomplish. Today, they rely on ServiceNow to be their AI control tower for business reinvention. Customers trust our platform because we integrate with any model, cloud, interface, data, and system they choose to deploy. As new technologies create both opportunity and risk, our two decades of engineering combined with deep business context enable us to orchestrate and secure the agentic enterprise. With this foundation, our AI growth is far exceeding even our own expectations, reinforcing our position as one of the fastest growing enterprise software companies ever."
• Gina Mastantuono, President and CFO: "In Q1, we exceeded the high end of our topline and profitability guidance metrics, grew free cash flow, and returned capital to shareholders. The early close of our Armis acquisition meaningfully expands our TAM and accelerates our subscription revenue growth trajectory. With agentic AI, workflow orchestration, security, and data fabric converging on a single platform, we believe the most compelling chapter in ServiceNow's growth story is just beginning."

• Q2 2026 subscription revenues: $3,815–$3.8B, ~22.5% YoY GAAP growth; 21%–21.5% constant currency growth
• Q2 2026 cRPO growth: 19% GAAP YoY; 19.5% constant currency
• Q2 2026 non-GAAP operating margin: 26.5%; GAAP operating margin: 3.5%
• Q2 2026 weighted-average diluted shares: 1.04 billion
• FY 2026 subscription revenues: $15,735–$15.8B, 22%–22.5% YoY GAAP growth; 20.5%–21% constant currency
• FY 2026 non-GAAP subscription gross margin: 81.5%; GAAP subscription gross margin: 76%
• FY 2026 non-GAAP operating margin: 31.5%; GAAP operating margin: 11%
• FY 2026 non-GAAP free cash flow margin: 35%; GAAP net cash from operations as % of revenues: 39%
• FY 2026 weighted-average diluted shares: 1.04 billion
• Armis acquisition expected to contribute ~125 basis points to Q2 2026 and FY 2026 subscription revenues growth but create headwinds of ~25 bps to FY 2026 subscription gross margin, ~75 bps to FY 2026 operating margin, ~200 bps to FY 2026 free cash flow margin, and ~125 bps to Q2 2026 operating margin
• Q1 2026 subscription revenues growth saw ~75 basis point headwind from delayed closings of large on-premise deals in the Middle East; guidance reflects prudent assessment of geopolitical headwinds on deal timing for remainder of FY 2026

• Term Loan Credit Agreement — ServiceNow, Inc. (Borrower), syndicate of Lenders, and JPMorgan Chase Bank, N.A. (Administrative Agent); dated April 17, 2026; $4,000,000,000 unsecured term loan; matures October 16, 2026; proceeds used to finance a portion of the cash consideration for the Armis Acquisition; Joint Lead Arrangers and Joint Bookrunners: JPMorgan Chase Bank, N.A., Barclays Bank PLC, Citibank, N.A., and Wells Fargo Securities, LLC; Co-Syndication Agents: Barclays Bank PLC, Citibank, N.A., and Wells Fargo Bank, National Association
• Administrative Agent Fee Letter — JPMorgan Chase Bank, N.A. and ServiceNow, Inc.; dated April 17, 2026; provides for customary fees paid to lenders

• Closing Date Conditions — Conditions precedent set forth in Section 4.01 must be satisfied or waived; includes customary representations and warranties, delivery of incumbency certificates, solvency certificate, and compliance certificate
• Armis Acquisition Use of Proceeds Conditions — Additional conditions set forth in Section 4.02 must be satisfied for proceeds to be used for the Armis Acquisition; based on the share purchase agreement dated December 23, 2025 among ServiceNow, Armis Security Ltd., shareholders party thereto, and Insight Venture Partners, LLC as seller agent
• Maturity Date Extension — Borrower may, subject to customary conditions, extend the maturity date by up to six months beyond October 16, 2026; each Lender has discretion to determine whether it will participate in an extension
• Change in Control — An event of default is triggered if any person or group becomes beneficial owner of Voting Stock representing 50% or more of aggregate voting power of issued and outstanding Equity Interests of the Borrower on a fully-diluted basis
• Material Debt Threshold — Cross-default applies to Debt (excluding the Loans, intercompany debt, and Structured Finance Transaction debt) in aggregate principal amount of $500,000,000 or more

• Term Loan Principal — $4,000,000,000 aggregate unsecured term loan funded on the Closing Date
• Interest Rate — ABR Option — Alternate Base Rate (greatest of: Prime Rate; NYFRB Rate plus 0.500%; Term SOFR for one-month Interest Period plus 1.00%; floor of 1.00%) plus applicable ABR Spread of 0.000% across all rating categories
• Interest Rate — Term Benchmark/Daily Simple SOFR Option — Term SOFR or Daily Simple SOFR plus applicable spread: 0.600% (Category 1: A1/A+ or higher); 0.700% (Category 2: A2/A); 0.850% (Category 3: A3/A-); 1.000% (Category 4: Baa1/BBB+ or lower)
• Lender Fees — Customary fees paid to lenders per the Administrative Agent Fee Letter and any other fee letters entered into between an Arranger and the Borrower
• Mandatory Prepayment — Debt Incurrence — Proceeds from any Debt Incurrence (excluding: intercompany debt; revolving credit borrowings up to $5,000,000,000; commercial paper; working capital/letter of credit/overdraft/capital lease/equipment financings in ordinary course; trade debt; receivables financing; and other debt up to $250,000,000 in aggregate principal) trigger mandatory prepayment
• Mandatory Prepayment — Equity Issuance — Proceeds from any Equity Issuance (excluding employee stock plans, qualifying shares, and intercompany issuances) trigger mandatory prepayment
• Mandatory Prepayment — Asset Sales — Net Cash Proceeds from Asset Sales exceeding $250,000,000 in the aggregate trigger mandatory prepayment