servicenow美股招股说明书(2025-09-26版)

Common Stock This Amendment No. 1 to Prospectus Supplement (this “Amendment”) amends our prospectus supplement dated May 30,2025 (the “Prospectus Supplement” and as amended, the “Amended Prospectus Supplement”). This Amendment should be read inconjunction with the Prospectus Supplement and the accompanying prospectus dated May 6, 2024 (the “Prospectus”) each of whichare to be delivered with this Amendment. This Amendment amends only those sections of the Prospectus Supplement listed in thisAmendment; all other sections of the Prospectus Supplement remain unchanged. The selling stockholders of ServiceNow, Inc. (“ServiceNow,” “we,” “us” or the “Company”) listed under the heading“Selling Stockholders” may offer and resell up to 469,108 shares of our common stock, par value $0.001 per share (“common stock”)under the Amended Prospectus Supplement. The selling stockholders acquired these shares from us on May 30, 2025 and September26, 2025 in connection with our acquisition of Logik.io Inc., a Delaware corporation (“Logik.io”). The selling stockholders (whichterm as used herein includes their respective donees and pledgees, transferees or other successors in interest) may sell these sharesthrough public or private transactions at market prices prevailing at the time of sale, at prices related to such market prices, at varyingprices determined at the time of sale, at fixed prices or at negotiated prices. The timing and amount of any sale is within the solediscretion of the applicable selling stockholder, subject to certain restrictions. The registration of the securities covered by thisAmended Prospectus Supplement does not necessarily mean that any of the shares will be offered or sold by the selling stockholders.See “Plan of Distribution” set forth on page S-8 of the Prospectus Supplement. We are filing this Amendment to amend the Prospectus Supplement to increase the aggregate amount of shares of commonstock that may be offered and resold by selling stockholders, as an additional 609 shares of common stock were issued to such sellingstockholders pursuant to a post-closing price adjustment in connection with our acquisition of Logik.io. We will not receive any proceeds from the sale of the shares by the selling stockholders, but we have agreed to pay certainregistration expenses. Our common stock is listed on the New York Stock Exchange under the symbol “NOW.” On September 25, 2025, the lastreported sale price for our common stock on the New York Stock Exchange was $918.61 per share. Investing in our common stock involves risks. See “Risk Factors” on page S-3 of the Prospectus Supplement, and onpage 2 of the accompanying Prospectus, as well as our other filings that are incorporated by reference into the AmendedProspectus Supplement and the accompanying Prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if the Amended Prospectus Supplement is truthful or complete. Any representation to thecontrary is a criminal offense. This Amendment No. 1 to Prospectus Supplement is dated September 26, 2025. TABLE OF CONTENTS Amendment No. 1 to Prospectus Supplement SELLING STOCKHOLDERSLEGAL MATTERSINFORMATION INCORPORATED BY REFERENCE SELLING STOCKHOLDERS Up to 469,108 shares of our common stock are being offered by the Amended Prospectus Supplement, all of which are beingoffered for resale for the account of the selling stockholders. Unless otherwise noted below, the shares being offered were issued to theselling stockholders in connection with our acquisition of Logik.io. We are registering the resale of the shares of common stockcovered by the Amended Prospectus Supplement pursuant to our obligations under the certain registration rights agreements betweenus and the selling stockholders. The selling stockholders may from time to time offer and sell pursuant to the Amended ProspectusSupplement any or all of the shares of our common stock being registered. The table below sets forth certain information known to us, based upon written representations from the selling stockholders,with respect to the beneficial ownership of our shares of common stock held by the selling stockholders. Because the sellingstockholders may sell, transfer or otherwise dispose of all, some or none of the shares of our common stock covered by this AmendedProspectus Supplement, we cannot determine the number of such shares that will be sold, transferred or otherwise disposed of by theselling stockholders, or the amount or percentage of shares of our common stock that will be held by the selling stockholders upontermination of any particular offering. See the section entitled “Plan of Distribution.” For purposes of the table below, we assume thatthe selling stockholders will sell all their shares of common stock covered by the Amended Prospectus Supplement. The following table sets forth certain information with respect to the benefic