ServiceNow美股招股说明书(2026-05-13版)

$4,000,000,000ServiceNow, Inc. $750,000,000 4.250% Notes due 2028$600,000,000 4.700% Notes due 2031$650,000,000 5.050% Notes due 2033$1,250,000,000 5.400% Notes due 2036$750,000,000 6.300% Notes due 2056 ServiceNow, Inc. is offering $750,000,000 of its 4.250% notes due 2028 (the “2028notes”), $600,000,000 of its 4.700% notes due 2031 (the “2031notes”), $650,000,000 of its5.050% notes due 2033 (the “2033notes”), $1,250,000,000 of its 5.400% notes due 2036 (the “2036notes”) and $750,000,000 of its 6.300% notes due 2056 (the “2056notes” and, togetherwith the 2028 notes, the 2031 notes, the 2033 notes and the 2036 notes, the “notes” ). The 2028 notes will bear interest at a rate of 4.250% per annum. The 2031 notes will bear interest at arate of 4.700% per annum. The 2033 notes will bear interest at a rate of 5.050% per annum. The 2036 notes will bear interest at a rate of 5.400% per annum. The 2056 notes will bear interestat a rate of 6.300% per annum. We will pay interest semi-annually on the 2028 notes on May15 and November 15 of each year, beginning on November15, 2026. We will pay interest semi-annually on the 2031 notes on February15 and August 15 of each year, beginning on February15, 2027. We will pay interest semi-annually on the 2033 notes on May15 and November15 ofeach year, beginning on November 15, 2026. We will pay interest semi-annually on the 2036 notes on May15 and November15 of each year, beginning on November15, 2026. We will payinterest semi-annually on the 2056 notes on May15 and November15 of each year, beginning on November15, 2026. The 2028 notes will mature on May15, 2028. The 2031 notes willmature on August15, 2031. The 2033 notes will mature on May15, 2033. The 2036 notes will mature on May15, 2036. The 2056 notes will mature on May 15, 2056. We may redeem some or all of any series of notes at any time at the redemption prices described under the heading “Description of Notes—Optional Redemption” in this prospectussupplement. Upon the occurrence of a “change of control repurchase event,” as defined under “Description of Notes—Purchase of Notes Upon a Change of Control Repurchase Event,” wewill be required to make an offer to repurchase each series of notes at a price equal to 101% of their principal amount plus accrued and unpaid interest to, but not including, the date ofrepurchase. The notes are our senior unsecured obligations and will rank equally with all of our other senior unsecured indebtedness from time to time outstanding. There is no sinking fund for thenotes. The notes are not, and are not expected to be, listed on any securities exchange. Investing in the notes involves risks, including those described in the “Risk Factors” section beginning on page S-8 of this prospectussupplement and the section entitled “Risk Factors” beginning on page 22 of our Annual Report on Form10-K for the year ended December31,2025. (1)Plus accrued interest, if any, from May15, 2026 if settlement occurs after that date. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the notes or determined if this prospectussupplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The notes will be ready for delivery in book-entry form, only through the facilities of The Depository Trust Company for the accounts of its participants, which may includeClearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment in New York, New York, on or about May 15, 2026, which willbe the third business day following the date of this prospectus supplement (such settlement being referred to as “T+3”). PursuanttoRule15c6-1undertheExchange Act, trades in thesecondary market generally are required to settle in one business day unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers of the notes who wish to trade thenotes prior to the first business day preceding the settlement date will be required, by virtue of the fact that the notes initially will settle in T+3, to specify an alternative settlement cycle at thetime of any such trade to prevent failed settlement and should consult their own advisors. Barclays WellsFargoSecurities RBCCapitalMarkets BofASecurities BNP PARIBAS Morgan Stanley Truist Securities PNCCapitalMarketsLLC TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTSUMMARYTHE OFFERINGSUMMARY CONSOLIDATED FINANCIAL DATARISK FACTORSFORWARD-LOOKING STATEMENTSUSE OF PROCEEDSCAPITALIZATIONDESCRIPTION OF NOTESUNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERSUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF DOCUMENTS BY REFERENCE Prospectus ABOUT THIS PROSPECTUSSERVICENOW, INC.RISK FACTORSFORWARD-LOOKING STATEMENTSUSE OF PROCEEDSSELLING SECURITYHOLDERSPLAN OF DISTRIBUTIONDESCRIPTION OF SECURITIESDE