现在服务公司美股招股说明书(2025-05-20版)

On March9, 2025, ServiceNow, Inc., a Delawarecorporation (“ServiceNow”), Mavericks Merger Sub, Inc., a Delaware corporation and a directwholly-owned subsidiary of ServiceNow (“Merger Sub I”), and Mavericks Merger Sub, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of ServiceNow (“Merger Sub II”, and together with Merger Sub I, the “Merger Subs”), entered into an Agreement and Plan of Merger(the “Merger Agreement”) with Moveworks, Inc., a Delaware corporation (“Moveworks”), and Fortis Advisors LLC, a Delaware limited liabilitycompany, as the securityholders’ agent (the “Seller Agent”). A copy of the Merger Agreement is attached to this accompanying prospectus asAnnex A. Pursuant to the terms and subject to the conditions in the Merger Agreement, ServiceNow will acquire Moveworks pursuant to atwo-stepforwardmerger. At the effective time of the first merger (the “Effective Time”), Merger Sub I will merge with and into Moveworks, with Moveworks continuingas the surviving corporation (the “Surviving Corporation”) and as a wholly-owned subsidiary of ServiceNow (the “First Merger”). Immediatelyfollowing the First Merger and at the effective time of the second merger (the “Second Effective Time”), Moveworks, as the surviving corporation in theFirst Merger, will merge with and into Merger Sub II, with Merger Sub II continuing as the surviving corporation in the second merger (the “SurvivingCompany”) and as a wholly-owned subsidiary of ServiceNow (the “Second Merger”, and together with the “First Merger”, the “Mergers”, andcollectively with any other transactions contemplated by the Merger Agreement, the “Transaction”). The aggregate consideration to be paid by ServiceNow will be $2,850,000,000, subject to certain adjustments as set forth in the MergerAgreement. The consideration to be paid to the Moveworks securityholders will consist of a combination of cash and shares of ServiceNow commonstock, par value $0.001 per share (“ServiceNow Common Stock”), as may be elected by each Securityholder as described more fully in the sectionentitled “The Merger Agreement—Consideration” beginning on page 50 of this document. As a result, ServiceNow will be issuing up to 3,350,458 shares of ServiceNow Common Stock to the Securityholders as consideration for theTransaction. The Mergers, taken together, are intended to qualify as a “reorganization” within the meaning of Section368(a) of the United StatesInternal Revenue Code of 1986, as amended (the “Code”). The obligation of each of ServiceNow, the Merger Subs and Moveworks to consummate theTransaction is conditioned upon the receipt of certain tax opinions by each of ServiceNow and Moveworks from its counsel, Skadden, Arps, Slate,Meagher & Flom LLP (“Skadden”) and O’Melveny & Myers LLP (“O’Melveny”), respectively, to the effect that the Mergers, taken together, willqualify as a “reorganization” within the meaning of Section 368(a) of the Code. No ruling has been, or will be, sought by ServiceNow, the Merger Subsor Moveworks from the U.S. Internal Revenue Service (the “IRS”) that the Mergers would qualify as such. The Transaction must be adopted and approved by the affirmative vote or consent of certain required holders of Moveworks Capital Stock (the“Moveworks Stockholder Approval”), which consent has been obtained. Accordingly, the delivery of the Moveworks Stockholder Approval wassufficient to adopt and approve the Transaction on behalf of Moveworks stockholders. The approval of the Transaction by ServiceNow does not requirethe affirmative vote or consent of ServiceNow shareholders.Therefore, Moveworks is not asking its stockholders for a proxy and ServiceNow isnot asking its shareholders for a proxy, and ServiceNow shareholders are requested not to send a proxy to ServiceNow. Investing in our securities involves risks. In reviewing this document, you should carefully consider the risk factors set forth in the section entitled“Risk Factors” beginning on page 15 of this document. ServiceNow Common Stock is listed on the New York Stock Exchange under the symbol “NOW”. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securitiesor passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Table of Contents TABLE OF CONTENTS Contents IMPORTANT NOTE ABOUT THIS PROSPECTUSFREQUENTLY USED TERMSSUMMARYThe PartiesThe Transaction and the Merger AgreementThe ConsiderationReasons for the TransactionInterests of Certain Persons in the TransactionConditions to Consummation of the TransactionRegulatory ApprovalsTermination of the Merger AgreementAppraisal or Dissenters’ RightsNYSE ListingAccounting Treatment of the TransactionU.S. Federal Income Tax Consequences of the MergersComparison of Rights of Holders of ServiceNow Common Stock and Moveworks Capital StockRisk FactorsMARKET PRICE AND DIVIDEND INFORMATIONRISK FA