ServiceNow美股招股说明书(2025-12-15版)

Common Stock The selling stockholders (the "Selling Stockholders") of ServiceNow, Inc. (“ServiceNow,” “we,” “us” or the “Company”)listed under the heading “Selling Stockholders” may offer and resell up to 1,561,199 shares of our common stock, par value $0.001 pershare (“Common Stock”) under this prospectus supplement. The Selling Stockholders have acquired these shares from us inconnection with our acquisition of Moveworks, Inc. Such shares of Common Stock were sold and were issued by us to the SellingStockholders pursuant to the terms and subject to the conditions of the Agreement and Plan of Merger, dated as of March 9, 2025, byand among ServiceNow, Inc., Mavericks Merger Sub, Inc., Mavericks Merger Sub, LLC, Moveworks, Inc. and Fortis Advisors LLC(the “Merger Agreement”), and the related agreements and documents. Such shares of Common Stock are being registered to fulfillour contractual obligations under a registration rights agreement entered into between us and the Selling Stockholders. The Selling Stockholders (which term as used herein includes their respective donees and pledgees, transferees or othersuccessors in interest) may sell the shares of Common Stock through public or private transactions at market prices prevailing at thetime of sale, at prices related to such market prices, at varying prices determined at the time of sale, at fixed prices or at negotiatedprices. The timing and amount of any sale is within the sole discretion of the applicable Selling Stockholder, subject to certainrestrictions. The registration of the securities covered by this prospectus supplement does not necessarily mean that any of the shareswill be offered or sold by the Selling Stockholders. See “Plan of Distribution” on page S-9of this prospectus supplement. 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 (the "NYSE") under the symbol “NOW.” On December 12,2025, the last reported sale price of our Common Stock on the NYSE was $865.06 per share. Investing in our Common Stock involves risks. See “Risk Factors” on page S-3of this prospectus supplement, and onpage 2 of the accompanying prospectus, as well as our other filings that are incorporated by reference into this prospectussupplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is acriminal offense. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTSUMMARYRISK FACTORSSPECIAL NOTE ON FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSSELLING STOCKHOLDERSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINFORMATION INCORPORATED BY REFERENCE Prospectus ABOUT THIS PROSPECTUSSERVICENOW, INC.RISK FACTORSFORWARD-LOOKING STATEMENTSUSE OF PROCEEDSSELLING SECURITYHOLDERSPLAN OF DISTRIBUTIONDESCRIPTION OF SECURITIESDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSLEGAL MATTERSEXPERTSINFORMATION INCORPORATED BY REFERENCEWHERE YOU CAN FIND MORE INFORMATION ABOUT THIS PROSPECTUS SUPPLEMENT On May 6, 2024, we filed with the Securities and Exchange Commission (the “SEC”) an automatic registration statement onForm S-3ASR (File No. 333-279150) utilizing a shelf registration process relating to certain securities, including the securitiesdescribed in this prospectus supplement. That registration statement became effective automatically upon filing. This document has two parts. The first part is this prospectus supplement, which describes the specific terms of this offering.The second part, the accompanying prospectus, gives more general information, some of which may not apply to this offering. Thisprospectus supplement may also add to, update, or change information contained in the accompanying prospectus or in any documentsthat we have incorporated by reference into the accompanying prospectus and, accordingly, to the extent inconsistent, information inthe accompanying prospectus is superseded by the information in this prospectus supplement. It is important for you to read and consider all of the information contained in this prospectus supplement and theaccompanying prospectus in making your investment decision. You should read the entire prospectus supplement, the accompanyingprospectus and the related exhibits filed with the SEC, together with the additional information described herein and in theaccompanying prospectus under the headings “Where You Can Find More Information” and “Information Incorporated by Reference.” We have not, and the selling stockholders have not, authorized any person to provide you with any information other than thatcontained or incorporated by reference in this prospectus supplement and the a