ServiceNow, Inc. (NOW), Financial Analysis
Insights derived from analysing SEC filings. Independent analysis, not a publication of the SEC.
Figures are read from the Forms 10-K for FY2021 to FY2025, the Forms 10-Q for Q1 FY2025 to Q2 FY2026, the Forms 8-K of January 2022 to July 2026 and their quarterly earnings exhibits 99.1, the proxy statements of November 2025 and April 2026, the free writing prospectus of May 2026 and the Form 424B7 prospectus supplement of December 2025, Schedules 13G, Forms 13F and Forms 3, 4 and 144 on the record for central index key 1373715, together with the comparable filings of seven peers. Accession numbers for every filing used appear in the Sources appendix. Market prices are closing prices of 9 October 2026.
ServiceNow moved from net cash of $8.56bn at 31 December 2025 to net debt of $810m at 30 June 2026 after $8.78bn of cash acquisitions. Q2 FY2026 revenue rose 24.0% to $3.99bn, GAAP operating margin was 4.1% against 11.1% a year earlier, and shares at $140.86 trade at 31.8x trailing twelve month (TTM) free cash flow.
Key findings
- Q2 FY2026 revenue was $3.99bn, up 24.0% year on year; subscription revenue of $3.88bn was $57m above the high end of guidance, and FY2026 subscription revenue guidance rose to $15.76bn to $15.78bn.
- GAAP operating margin was 4.1% in Q2 FY2026 against 11.1%, with amortization of purchased intangibles at $219m against $25m; non GAAP operating margin was 29.5% in both quarters.
- Debt was $7.52bn at 30 June 2026 against $1.49bn at 31 December 2025, cash and marketable investments were $6.71bn, and H1 FY2026 share repurchases were $2.23bn.
- Remaining performance obligations were $29.0bn at 30 June 2026 and the part due within 12 months was $13.20bn, both up 21%; Q3 FY2026 guidance is subscription revenue growth of 20.5%.
- Shares trade at 9.9x EV / sales, 31.8x free cash flow and 88.0x GAAP earnings against peer medians of 6.0x, 21.2x and 26.2x; TTM revenue growth is 22.2% against a peer median of 13.3%.
- One share class carries one vote per share; ten largest 13F holders reported 33.6% of shares at 30 June 2026, and the 21 May 2026 advisory pay vote received 85.5% support.
- Insiders sold 77,534 shares for $9.26m in the open market in the twelve months to 10 October 2026 and bought 28,682 shares for $3.00m, all bought by the CEO.
- Three scenarios to FY2029 give implied prices of $123, $235 and $360 against a $140.86 close; each is an arithmetic outcome of the assumptions in Table 9.3.
Table 0.1 ServiceNow at a glance
| Metric | Value | Basis |
|---|---|---|
Share price | $140.86 | Market data, 9 October 2026 |
Market capitalisation | $145.6bn | Price times 1.03bn shares outstanding at 30 June 2026 |
Enterprise value (EV) | $146.5bn | Market capitalisation plus net debt |
TTM revenue | $14.73bn | Twelve months to 30 June 2026 |
Revenue growth | 24.0% Q2 FY2026, 22.2% TTM | Year on year |
GAAP operating margin | 4.1% Q2 FY2026, 11.4% TTM | Operating income over revenue |
Non GAAP operating margin | 29.5% Q2 FY2026, 31.3% TTM | Quarter as filed, TTM calculated |
Free cash flow (FCF) margin | 31.1% TTM | Operating cash flow less capital expenditure, $4.58bn |
Net debt | $810m | Debt $7.52bn less cash and marketable investments $6.71bn, 30 June 2026 |
Remaining performance obligations (RPO) | $29.0bn | 30 June 2026, up 21% |
EV / sales | 9.9x | TTM revenue |
P / FCF and GAAP P / E | 31.8x and 88.0x | Market capitalisation over TTM FCF; price over TTM diluted EPS of $1.60 |
Diluted shares | 1.03bn | Q2 FY2026 weighted average |
Source: 10-Q Q2 FY2026, 10-K FY2025, 8-K, 22 July 2026; market data, 9 October 2026.
1 Revenue & Business Model
Q2 FY2026 revenue was $3.99bn, up 24.0% year on year, and 97.2% of it was subscription revenue (10-Q Q2 FY2026). FY2025 revenue was $13.28bn, up 20.9% (10-K FY2025). Fiscal year equals calendar year.
How ServiceNow makes money
ServiceNow sells subscriptions to workflow software on one cloud platform and reports one operating segment. Item 1 of the 10-K names four product areas (Technology, CRM and Industry, Core Business, Creator and Other); revenue is disclosed in two lines, subscription and professional services and other.
Table 1.1 Revenue model as filed
| Element | Filed fact |
|---|---|
| Subscription | Cloud subscriptions recognised ratably over terms of generally 12 to 36 months, invoiced annually in advance, non cancellable |
| Self hosted | Portion recognised upfront on delivery: $492m in FY2025, $149m in Q2 FY2026 |
| AI and data | Certain offerings add consumption pricing once usage exceeds subscribed service credits |
| Professional services and other | Mainly time and materials plus training: $395m in FY2025 |
| Sales channel | Direct sales 78% of FY2025 revenue and 75% of Q2 FY2026 revenue; rest through resale partners and managed service providers |
| Customer base | About 8,700 customers at 31 December 2025; 658 with annual contract value (ACV) above $5m at 30 June 2026 |
Source: 10-K FY2025, 10-Q Q2 FY2026.
Revenue by segment, product and region
Q2 FY2026 subscription growth was 23% in constant currency (8-K, 22 July 2026). Armis is consolidated from 20 April 2026. Reporting of digital workflow and IT operations management (ITOM) products as separate lines ends with 10-K FY2024.
Table 1.2 Revenue by product line, $bn
| FY2021 | FY2022 | FY2023 | FY2024 | FY2025 | Q1 FY2026 | Q2 FY2026 | |
|---|---|---|---|---|---|---|---|
Digital workflow products | 4.882 | 6.077 | 7.679 | 9.422 | n/a | n/a | n/a |
ITOM products | 0.691 | 0.814 | 1.001 | 1.224 | n/a | n/a | n/a |
Subscription | 5.573 | 6.891 | 8.680 | 10.646 | 12.883 | 3.671 | 3.877 |
Professional services and other | 0.323 | 0.354 | 0.291 | 0.338 | 0.395 | 0.099 | 0.110 |
Total revenue | 5.896 | 7.245 | 8.971 | 10.984 | 13.278 | 3.770 | 3.987 |
Subscription share | 94.5% | 95.1% | 96.8% | 96.9% | 97.0% | 97.4% | 97.2% |
Subscription growth | 30.0% | 23.6% | 26.0% | 22.6% | 21.0% | 22.2% | 24.5% |
Total growth | 30.5% | 22.9% | 23.8% | 22.4% | 20.9% | 22.1% | 24.0% |
North America, 95% of it United States, supplied 63.3% of Q2 FY2026 revenue; Asia Pacific and other supplied 11.7%.
Table 1.3 Revenue by region, $bn, and year on year growth
| FY2021 | FY2022 | FY2023 | FY2024 | FY2025 | Q1 FY2026 | Q2 FY2026 | |
|---|---|---|---|---|---|---|---|
North America | 3.752 | 4.723 | 5.702 | 6.909 | 8.348 | 2.359 | 2.522 |
EMEA | 1.551 | 1.778 | 2.298 | 2.834 | 3.402 | 0.979 | 0.997 |
Asia Pacific and other | 0.593 | 0.744 | 0.971 | 1.241 | 1.528 | 0.432 | 0.468 |
North America growth | n/a | 25.9% | 20.7% | 21.2% | 20.8% | 20.2% | 25.7% |
EMEA growth | n/a | 14.6% | 29.2% | 23.3% | 20.0% | 25.2% | 19.5% |
Asia Pacific and other growth | n/a | 25.5% | 30.5% | 27.8% | 23.1% | 25.9% | 24.8% |
RPO, cRPO, large customers and renewal rate
Remaining performance obligations (RPO, contracted revenue yet to be recognised) were $29.0bn at 30 June 2026, 1.97 times TTM revenue of $14.73bn. Current RPO (cRPO, the part due within 12 months) was $13.20bn.
Table 1.4 Contract and customer metrics
| FY2021 | FY2022 | FY2023 | FY2024 | FY2025 | Q1 FY2026 | Q2 FY2026 | |
|---|---|---|---|---|---|---|---|
RPO, $bn | 11.5 | 14.0 | 18.0 | 22.3 | 28.2 | 27.7 | 29.0 |
RPO growth | 29% | 22% | 29% | 23% | 27% | 25% | 21% |
cRPO, $bn | 5.70 | 6.94 | 8.60 | 10.27 | 12.85 | 12.64 | 13.20 |
cRPO growth | 29% | 22% | 24% | 19% | 25% | 23% | 21% |
cRPO share of RPO | 49% | 49% | 48% | 46% | 46% | 46% | 46% |
Customers with ACV above $1m | 1,350 | 1,626 | 1,885 | 2,109 | n/a | n/a | n/a |
Customers with ACV above $5m | n/a | n/a | 420 | 502 | 603 | 630 | 658 |
Renewal rate | 98% | 98% | 98% | 98% | 98% | 97% | 98% |
Direct sales share of revenue | 79% | 79% | 79% | 78% | 78% | 77% | 75% |
Self hosted revenue recognised upfront, $m | 241 | 253 | 322 | 409 | 492 | 138 | 149 |
Source: 10-K FY2025, 10-Q Q2 FY2026; cRPO dollar amounts from 8-K earnings releases. Customer counts are latest restated figures; from 10-K FY2025 the reported threshold is $5m. Growth rates follow 10-K and 10-Q text.
2 Financial Analysis & Ratios
Net cash of $8.56bn at 31 December 2025 became net debt of $810m at 30 June 2026, after $8.78bn of cash acquisitions and $2.23bn of share repurchases in H1 FY2026. Q2 FY2026 GAAP operating margin was 4.1% against 11.1%; non GAAP operating margin was 29.5% in both quarters. Per share figures reflect the five for one stock split effective 17 December 2025. Free cash flow (FCF) throughout is operating cash flow less capital expenditure; the company's own non GAAP FCF measure, which adds back business combination costs paid, is $4.92bn for the TTM.
ServiceNow Q2 FY2026 results year on year
Table 2.1 Q2 FY2026 and H1 FY2026 against prior year periods
| Q2 FY2026 | Q2 FY2025 | Change | H1 FY2026 | H1 FY2025 | Change | |
|---|---|---|---|---|---|---|
Revenue | $3.99bn | $3.22bn | 24.0% | $7.76bn | $6.30bn | 23.1% |
Gross profit | $2.82bn | $2.49bn | 13.1% | $5.65bn | $4.93bn | 14.6% |
Gross margin | 70.7% | 77.5% | (6.8) pp | 72.8% | 78.2% | (5.4) pp |
Operating income | $162m | $358m | (54.7)% | $665m | $809m | (17.8)% |
Operating margin | 4.1% | 11.1% | (7.1) pp | 8.6% | 12.8% | (4.3) pp |
Net income | $298m | $385m | (22.6)% | $767m | $845m | (9.2)% |
EPS diluted | $0.29 | $0.37 | (21.6)% | $0.74 | $0.81 | (8.6)% |
Operating cash flow | $587m | $716m | (18.0)% | $2.26bn | $2.39bn | (5.7)% |
Capital expenditure | $114m | $190m | (40.0)% | $255m | $395m | (35.4)% |
FCF | $473m | $526m | (10.1)% | $2.00bn | $2.00bn | 0.2% |
FCF margin | 11.9% | 16.4% | (4.5) pp | 25.8% | 31.7% | (5.9) pp |
Stock based compensation (SBC) | $652m | $499m | 30.7% | $1.20bn | $969m | 23.7% |
SBC / revenue | 16.4% | 15.5% | 0.8 pp | 15.5% | 15.4% | 0.1 pp |
Non GAAP operating income | $1.17bn | $955m | 22.8% | $2.37bn | $1.91bn | 24.3% |
Non GAAP operating margin | 29.5% | 29.5% | 0.0 pp | 30.6% | 30.3% | 0.3 pp |
Non GAAP net income | $930m | $851m | 9.3% | $1.94bn | $1.70bn | 14.4% |
Non GAAP EPS diluted | $0.90 | $0.81 | 11.1% | $1.87 | $1.62 | 15.4% |
Non GAAP FCF (company definition) | $634m | $535m | 18.5% | $2.30bn | $2.01bn | 14.3% |
Source: 10-Q Q2 FY2026; non GAAP rows: 8-K Exhibit 99.1, 22 July 2026. Quarterly non GAAP operating margin is as filed (company rounds to 0.5 point); H1 margin is calculated. SBC is the cash flow statement figure; the non GAAP reconciliation in Table 2.2 shows $655m for Q2 FY2026. pp = percentage points.
Of $219m amortization of purchased intangibles, $177m sits in cost of revenues. Items excluded from non GAAP operating income equalled 25.4% of Q2 FY2026 revenue. GAAP net income includes $273m of gains on strategic investments. Operating income fell 54.7% on GAAP and rose 22.8% on non GAAP.
Table 2.2 GAAP to non GAAP operating income, Q2 FY2026 and Q2 FY2025
| Q2 FY2026 | % of revenue | Q2 FY2025 | % of revenue | |
|---|---|---|---|---|
GAAP operating income | $162m | 4.1% | $358m | 11.1% |
Stock based compensation | $655m | 16.4% | $499m | 15.5% |
Amortization of purchased intangibles | $219m | 5.5% | $25m | 0.8% |
Business combination and other related costs | $75m | 1.9% | $14m | 0.4% |
Severance costs | $62m | 1.6% | $29m | 0.9% |
Impairment of assets | $0m | 0.0% | $30m | 0.9% |
Non GAAP operating income | $1.17bn | 29.5% | $955m | 29.5% |
Source: 8-K Exhibit 99.1, 22 July 2026; % of revenue calculated for adjustment rows, non GAAP margin as filed.
ServiceNow balance sheet, net cash and debt
Table 2.3 Balance sheet at 30 June 2026
| 30 Jun 2026 | 31 Dec 2025 | 30 Jun 2025 | Change year on year | |
|---|---|---|---|---|
Cash and marketable investments | $6.71bn | $10.06bn | $10.79bn | (37.8)% |
Debt | $7.52bn | $1.49bn | $1.49bn | 404.5% |
Net cash (net debt) | ($810m) | $8.56bn | $9.30bn | n/a |
Goodwill and acquired intangibles | $13.62bn | $4.70bn | $2.10bn | 549.4% |
Stockholders' equity | $12.52bn | $12.96bn | $10.93bn | 14.5% |
Deferred revenue | $8.19bn | $8.43bn | $6.91bn | 18.5% |
Current ratio | 0.70x | 1.00x | 1.09x | n/a |
Source: 10-Q Q2 FY2026, 10-Q Q2 FY2025, 10-K FY2025. Debt is carrying value: $5.44bn of senior notes, $4.0bn of them issued in May 2026, and $2.08bn of commercial paper.
ServiceNow income statement, cash flow and balance sheet, five years and by quarter
Table 2.4 Annual financials, FY2021 to FY2025
| FY2021 | FY2022 | FY2023 | FY2024 | FY2025 | |
|---|---|---|---|---|---|
Revenue | $5.90bn | $7.25bn | $8.97bn | $10.98bn | $13.28bn |
Gross profit | $4.54bn | $5.67bn | $7.05bn | $8.70bn | $10.30bn |
Operating income | $257m | $355m | $762m | $1.36bn | $1.82bn |
Income tax expense (benefit) | $19m | $74m | ($723m) | $313m | $513m |
Net income | $230m | $325m | $1.73bn | $1.43bn | $1.75bn |
Operating cash flow | $2.19bn | $2.72bn | $3.40bn | $4.27bn | $5.44bn |
Capital expenditure | $392m | $550m | $694m | $852m | $868m |
FCF | $1.80bn | $2.17bn | $2.70bn | $3.42bn | $4.58bn |
Stock based compensation | $1.13bn | $1.40bn | $1.60bn | $1.75bn | $1.96bn |
Cash and marketable investments | $4.93bn | $6.40bn | $8.08bn | $9.87bn | $10.06bn |
Debt | $1.58bn | $1.49bn | $1.49bn | $1.49bn | $1.49bn |
Stockholders' equity | $3.70bn | $5.03bn | $7.63bn | $9.61bn | $12.96bn |
Total assets | $10.80bn | $13.30bn | $17.39bn | $20.38bn | $26.04bn |
Deferred revenue | $3.90bn | $4.73bn | $5.87bn | $6.91bn | $8.43bn |
Non GAAP gross profit | $4.79bn | $5.97bn | $7.38bn | $9.08bn | $10.76bn |
Non GAAP operating income | $1.48bn | $1.86bn | $2.49bn | $3.25bn | $4.15bn |
Non GAAP net income | $1.20bn | $1.54bn | $2.22bn | $2.90bn | $3.67bn |
Non GAAP FCF (company definition) | $1.87bn | $2.18bn | $2.73bn | $3.46bn | $4.64bn |
Source: 10-K FY2021, FY2022, FY2023, FY2024, FY2025; 8-K Exhibit 99.1 FY2021, FY2022, FY2023, FY2024, FY2025. FY2023 net income includes a $723m income tax benefit.
Table 2.5 Quarterly financials, Q1 FY2025 to Q2 FY2026
| Q1 FY2025 | Q2 FY2025 | Q3 FY2025 | Q4 FY2025 | Q1 FY2026 | Q2 FY2026 | |
|---|---|---|---|---|---|---|
Revenue | $3.09bn | $3.22bn | $3.41bn | $3.57bn | $3.77bn | $3.99bn |
Revenue growth year on year | 18.6% | 22.4% | 21.8% | 20.7% | 22.1% | 24.0% |
Gross profit | $2.44bn | $2.49bn | $2.63bn | $2.73bn | $2.83bn | $2.82bn |
Gross margin | 78.9% | 77.5% | 77.3% | 76.6% | 75.1% | 70.7% |
Operating income | $451m | $358m | $572m | $443m | $503m | $162m |
Operating margin | 14.6% | 11.1% | 16.8% | 12.4% | 13.3% | 4.1% |
Net income | $460m | $385m | $502m | $401m | $469m | $298m |
EPS diluted | $0.44 | $0.37 | $0.48 | $0.38 | $0.45 | $0.29 |
Operating cash flow | $1.68bn | $716m | $813m | $2.24bn | $1.67bn | $587m |
Capital expenditure | $205m | $190m | $235m | $238m | $141m | $114m |
FCF | $1.47bn | $526m | $578m | $2.00bn | $1.53bn | $473m |
Stock based compensation | $470m | $499m | $492m | $494m | $547m | $652m |
Non GAAP operating income | $953m | $955m | $1.14bn | $1.10bn | $1.20bn | $1.17bn |
Non GAAP operating margin, as filed | 31.0% | 29.5% | 33.5% | 31.0% | 32.0% | 29.5% |
Non GAAP EPS diluted | $0.81 | $0.81 | $0.96 | $0.92 | $0.97 | $0.90 |
Non GAAP FCF (company definition) | $1.48bn | $535m | $592m | $2.03bn | $1.67bn | $634m |
Cash and marketable investments | $10.93bn | $10.79bn | $9.68bn | $10.06bn | $7.91bn | $6.71bn |
Debt | $1.49bn | $1.49bn | $1.49bn | $1.49bn | $1.49bn | $7.52bn |
Stockholders' equity | $10.14bn | $10.93bn | $11.30bn | $12.96bn | $11.73bn | $12.52bn |
Deferred revenue | $6.85bn | $6.91bn | $6.46bn | $8.43bn | $8.13bn | $8.19bn |
RPO | $22.1bn | $23.9bn | $24.3bn | $28.2bn | $27.7bn | $29.0bn |
cRPO | $10.31bn | $10.92bn | $11.35bn | $12.85bn | $12.64bn | $13.20bn |
Diluted shares | 1.047bn | 1.047bn | 1.048bn | 1.047bn | 1.040bn | 1.034bn |
Source: 10-Q Q1 FY2025, Q2 FY2025, Q3 FY2025, Q1 FY2026, Q2 FY2026; 10-K FY2025; 8-K Exhibit 99.1 Q1 FY2025, Q2 FY2025, Q3 FY2025, Q4 FY2025, Q1 FY2026, Q2 FY2026. Q4 FY2025 revenue growth is 20.7% calculated and 20.5% as filed.
ServiceNow margins, returns, per share figures and buybacks
Table 2.6 Ratio analysis, FY2021 to TTM Q2 FY2026
| FY2021 | FY2022 | FY2023 | FY2024 | FY2025 | TTM Q2 FY2026 | |
|---|---|---|---|---|---|---|
Revenue growth | 30.5% | 22.9% | 23.8% | 22.4% | 20.9% | 22.2% |
Gross margin | 77.1% | 78.3% | 78.6% | 79.2% | 77.5% | 74.8% |
Non GAAP gross margin | 81.3% | 82.4% | 82.3% | 82.6% | 81.0% | 79.5% |
Operating margin | 4.4% | 4.9% | 8.5% | 12.4% | 13.7% | 11.4% |
Non GAAP operating margin, calculated | 25.1% | 25.7% | 27.7% | 29.6% | 31.2% | 31.3% |
Net margin | 3.9% | 4.5% | 19.3% | 13.0% | 13.2% | 11.3% |
FCF margin | 30.5% | 30.0% | 30.1% | 31.1% | 34.5% | 31.1% |
Non GAAP FCF margin (company definition) | 31.7% | 30.1% | 30.4% | 31.5% | 34.9% | 33.4% |
SBC / revenue | 19.2% | 19.3% | 17.9% | 15.9% | 14.7% | 14.8% |
ROE | 7.0% | 7.4% | 27.3% | 16.5% | 15.5% | 14.2% |
ROIC | 4.2% | 4.8% | 7.7% | 10.7% | 11.3% | 8.2% |
ROA | 2.4% | 2.7% | 11.3% | 7.5% | 7.5% | 6.2% |
Current ratio | 1.05x | 1.11x | 1.06x | 1.10x | 1.00x | 0.70x |
Debt / equity | 0.43x | 0.30x | 0.20x | 0.15x | 0.12x | 0.60x |
Net cash (net debt) | $3.36bn | $4.91bn | $6.59bn | $8.38bn | $8.56bn | ($810m) |
DSO, days | 86 | 87 | 83 | 74 | 72 | 55 |
Asset turnover | 0.60x | 0.60x | 0.58x | 0.58x | 0.57x | 0.55x |
TTM balance sheet ratios are at 30 June 2026. Return on equity (ROE) and return on assets (ROA) use average balances; return on invested capital (ROIC) is operating income taxed at 21% over average equity plus debt. DSO is days sales outstanding.
Table 2.7 Per share figures and capital return, split adjusted
| FY2021 | FY2022 | FY2023 | FY2024 | FY2025 | TTM Q2 FY2026 | |
|---|---|---|---|---|---|---|
EPS diluted | $0.23 | $0.32 | $1.68 | $1.37 | $1.67 | $1.60 |
Non GAAP EPS diluted | $1.18 | $1.52 | $2.16 | $2.78 | $3.51 | $3.75 |
FCF per share | $1.77 | $2.14 | $2.63 | $3.28 | $4.37 | $4.39 |
Diluted shares | 1.016bn | 1.018bn | 1.028bn | 1.042bn | 1.047bn | 1.042bn |
Share repurchases | $0m | $0m | $538m | $696m | $1.84bn | $3.41bn |
Taxes paid on net share settlement of equity awards | $612m | $427m | $459m | $700m | $770m | $613m |
Repurchases / FCF | 0.0% | 0.0% | 19.9% | 20.4% | 40.2% | 74.4% |
Q2 FY2026 diluted shares were (1.2)% year on year after a $2.0bn accelerated share repurchase in January 2026 for 18.5m shares at $107.97; $4.2bn of authorisation remained at 30 June 2026.
3 MD&A & Management Commentary
Q2 FY2026 subscription revenue of $3.877bn was $57m above the high end of guidance, and FY2026 subscription revenue guidance rose to $15.760bn to $15.780bn (8-K, 22 July 2026). Subscription revenue exceeded the high end of guidance in each of the last six quarters. FY2026 non GAAP subscription gross margin guidance is 81%, from 82% in January. Guidance of 22 July 2026 is the latest on file at 10 October 2026.
ServiceNow guidance versus actual results
Table 3.1 Quarterly guidance and reported result, Q1 FY2025 to Q2 FY2026, with Q3 FY2026 guidance outstanding
| Quarter | Subscription revenue guidance | Reported | Above high end | cRPO growth, constant currency: guide, actual | Non GAAP operating margin: guide, actual | Result release |
|---|---|---|---|---|---|---|
Q3 FY2026 | $3.975bn to $3.980bn | n/a | n/a | 20%, n/a | 31%, n/a | n/a |
Q2 FY2026 | $3.815bn to $3.820bn | $3.877bn | $57m | 19.5%, 21.5% | 26.5%, 29.5% | 22 Jul 2026 |
Q1 FY2026 | $3.650bn to $3.655bn | $3.671bn | $16m | 20%, 21% | 31.5%, 32% | 22 Apr 2026 |
Q4 FY2025 | $3.420bn to $3.430bn | $3.466bn | $36m | 19%, 21% | 30%, 31% | 28 Jan 2026 |
Q3 FY2025 | $3.260bn to $3.265bn | $3.299bn | $34m | 18%, 20.5% | 30.5%, 33.5% | 29 Oct 2025 |
Q2 FY2025 | $3.030bn to $3.035bn | $3.113bn | $78m | 19.5%, 21.5% | 27%, 29.5% | 23 Jul 2025 |
Q1 FY2025 | $2.995bn to $3.000bn | $3.005bn | $5m | 20.5%, 22% | 30%, 31% | 23 Apr 2025 |
Source: 8-K Exhibit 99.1 of each quarter; guidance for a quarter is in the prior quarter's release, and Q1 FY2025 guidance is in the 29 Jan 2025 release.
ServiceNow FY2026 guidance and outlook
Table 3.2 Full year guidance at each earnings release, FY2026 and FY2025
| Year | Issued | Subscription revenue | Constant currency growth | Non GAAP subscription gross margin | Non GAAP operating margin | FCF margin, company definition | What management said |
|---|---|---|---|---|---|---|---|
FY2026 | 22 Jul 2026 | $15.760bn to $15.780bn | 21% | 81% | 31.5% | 35% | Current guidance. Raised "to reflect the net new ACV strength"; gross margin guide "reflects more customers utilizing our hyperscaler partnerships and an acceleration of customer AI adoption" |
FY2026 | 22 Apr 2026 | $15.735bn to $15.775bn | 20.5% to 21% | 81.5% | 31.5% | 35% | Superseded. Added about 125 basis points of growth from Armis; Armis effects of about 25 basis points on subscription gross margin, 75 on operating margin and 200 on FCF margin |
FY2026 | 28 Jan 2026 | $15.530bn to $15.570bn | 19.5% to 20% | 82% | 32% | 36% | Superseded. Included about 100 basis points of growth from Moveworks; Q1 growth guide carried about 150 basis points of drag from the self hosted to hosted mix shift |
FY2025 | 29 Oct 2025 | $12.835bn to $12.845bn | 20% | 83.5% | 31% | 34% | Final FY2025 guide. Q4 guide reflected U.S. Federal budget changes and the government shutdown |
FY2025 | 29 Jan 2025 | $12.635bn to $12.675bn | 19.5% to 20% | 83.5% | 30.5% | 32% | First FY2025 guide. Assumed a $175m currency effect and second half weighted U.S. Federal business |
FY2025 | Reported 28 Jan 2026 | $12.883bn | 20.5% | 83.5% | 31% | 35% | Reported FY2025 result, as filed on the same non GAAP basis |
Management attributes part of the Q2 FY2026 result to timing: U.S. Federal demand moved some on premise subscription revenue from Q3 into Q2, and Q3 guidance of 20% constant currency growth follows 23% reported for Q2 (8-K, 22 July 2026).
ServiceNow MD&A outlook, trends and risks named by management
Management's headline profit measures are non GAAP; Table 2.2 shows the bridge from GAAP.
Table 3.3 Full year 2026 expectations in MD&A, annual report against latest quarterly report
| Line | 10-K FY2025, filed 29 Jan 2026 | 10-Q Q2 FY2026, filed 22 Jul 2026 | Reported figure behind it |
|---|---|---|---|
Cost of subscription revenues | Expected to increase slightly as a share of revenue | Expected to increase as a share of revenue, with amortization of acquired intangibles added as a cause | Q2 FY2026 $1.030bn, up 65% from $625m |
Subscription gross margin | Expected to decrease slightly on third party cloud usage and acquired intangibles | Expected to decrease for the same two causes | GAAP 73% in Q2 FY2026 against 80% a year earlier; FY2025 80% |
General and administrative expense | Expected to decrease in absolute dollars | Expected to increase in absolute dollars and stay about flat as a share of revenue | Q2 FY2026 $369m, up 36%; outside services up $61m, largely acquisition related |
Stock based compensation | Expected to rise in dollars and stay about flat as a share of revenue | Same expectation, based on the 30 June 2026 share price | Q2 FY2026 $655m, 16% of revenue; FY2025 $1.96bn, 15% |
Subscription revenues | Expected to rise in dollars and stay about flat as a share of revenue | Same expectation | H1 FY2026 $7.548bn, up 23% |
Table 3.4 Trends and risks management names
| Theme | What management says | Source |
|---|---|---|
AI products | AI annual contract value passed $1bn in Q2 FY2026. Now Assist customers spending over $1m grew over 130% year on year in Q1 FY2026. Analyst day targets of 4 May 2026: subscription revenue above $30bn, 30% of ACV from AI and subscription growth plus FCF margin above 60% by 2030 | 8-K, 22 Jul 2026 and 22 Apr 2026 |
Pricing model | From 2025 the model includes consumption based monetization for AI and data; AI Agents were placed in Pro Plus and Enterprise Plus tiers, and management expects revenue from them to build with usage over time | 8-K, 29 Jan 2025 |
U.S. Federal business | Higher on premise mix in Q2 FY2026 is attributed mainly to U.S. Federal demand, which moved some on premise subscription revenue from Q3 FY2026 into Q2 FY2026. Twelve month federal contracts peak in Q3 and move RPO. Q2 and Q3 FY2025 releases cite tightening agency budgets and the government shutdown | 8-K, 22 Jul 2026, 29 Oct 2025, 23 Jul 2025; 10-Q Q2 FY2026 |
Acquisitions | Internal AI efficiencies "are expected to normalize our operating and free cash flow margin expansion trajectories in FY 2027" | 8-K, 22 Apr 2026 |
Currency | U.S. dollar depreciation added $138m to subscription revenue in H1 FY2026 and $128m in FY2025. Dollar appreciation since 31 March 2026 reduces Q3 FY2026 cRPO by about $35m | 10-Q Q2 FY2026; 10-K FY2025; 8-K, 22 Jul 2026 |
Middle East | Delayed closings of several large on premise deals reduced Q1 FY2026 growth by about 75 basis points. Outlook "reflects a prudent assessment of those geopolitical headwinds on deal timing for the remainder of FY 2026" | 8-K, 22 Apr 2026 |
Hosting mix and gross margin | A shift from self hosted to hosted revenue, partly from hyperscaler offerings, reduced Q1 FY2026 growth by about 150 basis points. Third party cloud commitments cost $63m more in Q2 FY2026 than a year earlier | 8-K, 28 Jan 2026; 10-Q Q2 FY2026 |
Stock based compensation | Company commits to bring SBC below 10% of revenue by 2029, from 16% in Q2 FY2026 | 8-K, 22 Jul 2026 |
Tax rate and interest | Effective tax rate was 32% in Q2 FY2026 against 18%; management states the rate may fluctuate as Armis is integrated. Interest expense was $66m against $6m | 10-Q Q2 FY2026 |
ServiceNow earnings call commentary
Table 3.5 Management statements on the last three earnings calls, in indirect speech
| Call | Speaker | Statement |
|---|---|---|
Earnings call, 22 Jul 2026 | CFO Gina Mastantuono | About half of the Q2 subscription revenue beat was on premise revenue pulled forward from Q3; the full year guide passes through all of the net new ACV overachievement |
Earnings call, 22 Jul 2026 | CFO Gina Mastantuono | Price uplift on Pro Plus products remains above 30%; gross margin carries short term pressure from hyperscaler usage while the operating margin guide is held |
Earnings call, 22 Jul 2026 | CEO Bill McDermott | AI ACV passed $1bn against a target of $1.5bn by the end of 2026; 50% of net new business is priced on a basis other than seats |
Earnings call, 22 Apr 2026 | CFO Gina Mastantuono | A few on premise deals in the Middle East slipped out of Q1 and a couple had closed in Q2; U.S. public sector closed 10 deals over $1m |
Earnings call, 22 Apr 2026 | CEO Bill McDermott | The 2026 Now Assist ACV goal of $1bn is now discussed as $1.5bn |
Earnings call, 28 Jan 2026 | CFO Gina Mastantuono | Now Assist was tracking toward a target above $1bn for 2026; Armis was expected to close early in H2 2026 and add about 1 point to 2026 subscription revenue |
Earnings call, 28 Jan 2026 | CEO Bill McDermott | Now Assist ACV passed $600m; federal deals closed despite the government shutdown |
Source: public earnings call transcripts, which are third party documents outside EDGAR.
4 Sector & Competitor Analysis
ServiceNow grew revenue 22.2% in the twelve months to 30 June 2026 against a peer median of 13.3%, and shares trade at 9.9x EV / sales against a peer median of 6.0x (market data, 9 October 2026). GAAP operating margin is 11.4% against a peer median of 26.1%.
Enterprise software market size, AI agents and pricing models
Gartner's 27 July 2026 forecast puts worldwide software spending at $1.47tn in 2026, up 15.5%, against 62.5% growth for data center systems.
Table 4.1 Named research on IT budgets and AI agents
| Source | Date | Finding |
|---|---|---|
| 27 Jul 2026 | Worldwide IT spending $6.37tn in 2026, up 14.2%; software $1.47tn, up 15.5% after 13.9% in 2025 | |
Same Gartner forecast | 27 Jul 2026 | Gartner states technology budgets are strained by inflation, supply shortages, hardware and memory costs and AI funding |
| 26 Aug 2025 | 40% of enterprise applications carry task specific AI agents by end of 2026, up from under 5% in 2025; in its best case agentic AI reaches about 30% of enterprise application software revenue by 2035, above $450bn, from 2% in 2025 |
ServiceNow versus competitors on growth and margins
Peer set: five vendors ServiceNow names as competitors in its 10-K (Microsoft, Oracle, SAP, Salesforce, Workday) plus Atlassian and Adobe, both filers under Standard Industrial Classification (SIC) code 7372, application software. ServiceNow's rule of 40 score (revenue growth plus FCF margin) of 53.3% is the highest of the eight; SBC is 14.8% of revenue against a median of 8.0%.
Table 4.2 Operating comparison, latest twelve months reported by each filer
| Company | Period | Revenue | Growth | Gross margin | Operating margin | FCF margin | SBC % of revenue | RPO growth | Rule of 40 |
|---|---|---|---|---|---|---|---|---|---|
ServiceNow | TTM to 30 Jun 2026 | $14.7bn | 22.2% | 74.8% | 11.4% | 31.1% | 14.8% | 21.3% | 53.3% |
Salesforce | TTM to 31 Jul 2026 | $43.9bn | 11.2% | 77.3% | 19.9% | 34.5% | 8.3% | 10.7% | 45.7% |
Workday | TTM to 31 Jul 2026 | $10.2bn | 13.3% | 75.8% | 10.7% | 28.0% | 16.2% | 7.9% | 41.4% |
Atlassian | FY to 30 Jun 2026 | $6.6bn | 26.0% | 84.8% | 0.2% | 20.1% | 24.4% | 45.5% | 46.1% |
Adobe | TTM to 28 Aug 2026 | $26.0bn | 12.0% | 89.3% | 35.7% | 40.8% | 8.0% | 8.4% | 52.8% |
SAP | FY to 31 Dec 2025 | €36.8bn | 7.7% | 72.9% | 26.1% | 22.9% | 4.6% | 15.4% | 30.6% |
Oracle | TTM to 31 Aug 2026 | $71.8bn | 21.6% | 64.0% | 32.1% | (40.0)% | 6.7% | 45.8% | (18.4)% |
Microsoft | FY to 30 Jun 2026 | $331.8bn | 17.8% | 67.9% | 46.8% | 20.2% | 3.7% | 82.4% | 38.0% |
Peer median | n/a | n/a | 13.3% | 75.8% | 26.1% | 22.9% | 8.0% | 15.4% | 41.4% |
Oracle and Microsoft sell cloud infrastructure alongside applications: Oracle capital spending of $75.7bn exceeded operating cash flow of $46.9bn, and RPO grew 45.8% at Oracle and 82.4% at Microsoft.
Valuation multiples EV / sales, P / E and P / FCF
ServiceNow trades at 31.8x FCF and 88.0x GAAP earnings; peer medians are 21.2x and 26.2x. On market capitalisation over net income, the basis used for peers, ServiceNow's P / E is 87.2x.
Table 4.3 Valuation and capital structure at 9 October 2026 prices
| Company | Price | Market cap | EV / sales | P / E | P / FCF | Net cash (debt) | Operating return on capital |
|---|---|---|---|---|---|---|---|
ServiceNow | $140.86 | $145.6bn | 9.9x | 88.0x | 31.8x | ($810m) | 8.4% |
Salesforce | $229.13 | $188.6bn | 4.9x | 19.5x | 12.4x | ($27.9bn) | 11.2% |
Workday | $186.59 | $45.0bn | 4.4x | 35.9x | 15.8x | $414m | 11.5% |
Atlassian | $206.79 | $52.3bn | 7.9x | n/a | 39.7x | $250m | 0.5% |
Adobe | $242.27 | $94.3bn | 3.7x | 12.9x | 8.9x | ($724m) | 51.1% |
SAP | €191.46 | €223.2bn | 6.0x | 31.2x | 26.5x | €3.6bn | 18.8% |
Oracle | $141.40 | $427.6bn | 7.2x | 22.6x | n/a | ($88.3bn) | 12.0% |
Microsoft | $535.07 | $3.97tn | 11.9x | 29.7x | 59.3x | $36.5bn | 32.2% |
Peer median | n/a | n/a | 6.0x | 26.2x | 21.2x | n/a | 12.0% |
Table 4.4 Metric definitions and basis
| Item | Definition or basis |
|---|---|
| FCF | Operating cash flow less purchases of property and equipment; SAP line includes intangibles |
| Rule of 40 | Revenue growth plus FCF margin |
| RPO | Remaining performance obligations; Workday figure is subscription services backlog |
| Gross margin | As filed; Oracle and Workday derived as revenue less the cost of revenue lines each files |
| EV | Market cap plus debt less cash and marketable securities, leases excluded |
| P / E | Peers: market cap over GAAP net income for the Table 4.2 period. ServiceNow: price over TTM diluted EPS of $1.60. Salesforce net income includes a $2.6bn investment gain in its quarter to 31 July 2026 |
| Operating return on capital | Operating income over equity plus debt at the latest balance sheet |
| n/a cells | Atlassian reported a net loss of $54m; Oracle FCF was ($28.7bn) |
| Prices | Market data, 9 October 2026; SAP in euros on its home exchange, FY2025 under IFRS |
Table 4.5 Filings behind each peer figure
| Company | Latest annual report | Latest interim report | Prior year comparative |
|---|---|---|---|
ServiceNow | 10-K 0001373715-26-000007 | 10-Q 0001373715-26-000076 | 10-Q 0001373715-25-000276 |
Salesforce | 10-K 0001108524-26-000060 | 10-Q 0001108524-26-000190 | 10-Q 0001108524-25-000088 |
Workday | 10-K 0001327811-26-000014 | 10-Q 0001327811-26-000044 | 10-Q 0001327811-25-000184 |
Atlassian | 10-K 0001650372-26-000036 | n/a | 10-K 0001650372-25-000036 |
Adobe | 10-K 0000796343-26-000003 | 10-Q 0000796343-26-000156 | 10-Q 0000796343-25-000107 |
SAP | 20-F 0001104659-26-020058 | n/a | n/a |
Oracle | 10-K 0001193125-26-277521 | 10-Q 0001193125-26-389274 | 10-Q 0001193125-25-200095 |
Microsoft | 10-K 0001193125-26-323660 | n/a | 10-K 0000950170-25-100235 |
5 Material Events & Contracts
Debt principal rose from $1.5bn at 31 December 2025 to $7.6bn at 30 June 2026 ($5.5bn of senior notes and $2.1bn of commercial paper) after the $7.6bn cash purchase of Armis Security, a cyber security software company, closed on 20 April 2026 (10-Q Q2 FY2026). ServiceNow filed 12 reports on Form 8-K between 10 October 2025 and 10 October 2026, the latest on 22 July 2026.
ServiceNow 8-K filings in the last twelve months
Table 5.1 Form 8-K filings, 10 October 2025 to 10 October 2026, newest first
| Filed | Items | Event |
|---|---|---|
| 2.02, 9.01 | Q2 FY2026 press release: total revenue $3.99bn, up 24% year on year; subscription revenue $3.88bn, up 24.5% | |
| 5.02, 5.07, 9.01 | Annual meeting of 21 May 2026: nine directors elected; 38m shares added to 2021 Equity Incentive Plan; vote counts in Table 6.4 | |
| 1.01, 2.03, 8.01, 9.01 | $4.0bn senior notes issued in five series: $750m 4.250% due 2028, $600m 4.700% due 2031, $650m 5.050% due 2033, $1.25bn 5.400% due 2036 and $750m 6.300% due 2056, under a new indenture with U.S. Bank Trust Company | |
| 1.01, 2.02, 2.03, 9.01 | $4.0bn unsecured term loan signed 17 April 2026, maturing 16 October 2026, to fund part of the Armis cash price; Q1 FY2026 total revenue $3.77bn, up 22%; Armis closed 20 April 2026; 20.1m shares repurchased in the quarter | |
| 1.01, 2.03, 9.01 | $3.0bn unsecured revolving credit facility maturing 1 April 2031 with a $2.0bn increase option, and a commercial paper program of up to $3.0bn with maturities up to 397 days; both undrawn on the filing date | |
| 7.01 | Five executives including the CEO and CFO ended their Rule 10b5-1 trading plans, cancelling all planned sales; CEO agreed on 13 February 2026 to buy $3m of shares on 27 February 2026 | |
| 5.02 | Danielle Fontaine appointed Chief Accounting Officer effective 17 February 2026 with $420,000 base salary, 40% target bonus and a $1.25m restricted stock unit award; Kevin McBride became Executive Vice President, Accounting and Corporate Services | |
| 2.02, 8.01, 9.01 | Q4 FY2025 total revenue $3.57bn, up 20.5%; board authorized a further $5.0bn of share repurchases on top of about $1.4bn remaining at 31 December 2025; Moveworks closed 15 December 2025 | |
| 5.02, 9.01 | CEO employment agreement amended so William R. McDermott remains in service through at least 31 December 2030; Executive Severance Policy amended from 1 January 2026 | |
| 8.01, 9.01 | Prospectus supplement filed for resale of up to 1,561,199 shares issued to former Moveworks holders | |
| 5.03, 5.07, 9.01 | Special meeting approved the restated charter for a five for one stock split; charter effective 17 December 2025, split adjusted trading from 18 December 2025; vote counts in Table 6.5 | |
| 2.02, 8.01, 9.01 | Q3 FY2025 total revenue $3.41bn, up 22%; board approved a five for one stock split subject to a shareholder vote; about 644,000 shares repurchased for $584m in the quarter, before the split |
Share counts in filings dated before 18 December 2025 are stated before the split.
ServiceNow acquisitions: Armis, Veza and Moveworks
Three acquisitions closed in the period for combined consideration of $11.3bn, including $7.9bn of goodwill. Exhibit indexes of 10-K FY2025 and 10-Q Q2 FY2026 list acquisition agreements for Armis, Veza and Moveworks: 0; terms below come from financial statement notes.
Table 5.2 Acquisitions closed since May 2025
| Target | Business | Signing terms | Closed | Purchase consideration | Goodwill | Intangible assets |
|---|---|---|---|---|---|---|
Armis Security Ltd. | Cyber exposure management and security for connected devices | December 2025, about $7.75bn cash | 20 Apr 2026 | $7.64bn, cash | $5.32bn | $2.53bn |
Veza Technologies, Inc. | AI identity security | December 2025, about $1.25bn cash | 2 Mar 2026 | $1.24bn, substantially cash | $826m | $356m |
Moveworks, Inc. | Enterprise search and virtual agent technology | n/a | 15 Dec 2025 | $2.41bn: $1.47bn in 9.6m shares at $153.04, $905m cash, $31m loan settled | $1.75bn | $770m |
Logik.io Inc. | AI configure, price, quote software | n/a | 30 May 2025 | $506m: $434m in 2.1m shares, $62m cash | $404m | $99m |
Source: Note 5 in 10-Q Q2 FY2026 and in 10-K FY2025; allocations for Armis, Veza and Moveworks are provisional.
ServiceNow material contracts: credit agreements, notes and executive agreements
A $4.0bn term loan of 17 April 2026 funded part of the Armis price and was repaid from $4.0bn of senior notes issued on 15 May 2026. Earliest note maturity is $750m in May 2028.
Table 5.3 Material contracts and commitments
| Counterparty | What the contract does | Economics and obligations | Term and termination | Source |
|---|---|---|---|---|
JPMorgan Chase Bank as agent, with a lender syndicate | Revolving credit agreement, 1 April 2026: a standby bank line for working capital and general corporate purposes | $3.0bn unsecured; increase option of up to $2.0bn; spread of 0.600% to 1.000% over the benchmark rate by credit rating, and an undrawn fee of 0.040% to 0.100%; other debt and liens capped at the greater of $1.75bn and 15% of Consolidated Net Tangible Assets; undrawn at 30 June 2026 | Matures 1 April 2031; one extension request per 12 months, each lender deciding for itself | Exhibit 10.1 to 8-K 1 Apr 2026 |
Commercial paper dealers | Form of dealer agreement for the commercial paper program: short term unsecured notes sold at a discount or at par | Up to $3.0bn outstanding at any time; $2.1bn outstanding at 30 June 2026 at a weighted average rate of 3.98% and 81 days average remaining term | Each note matures within 397 days of issue | Exhibit 10.2 to 8-K 1 Apr 2026; 10-Q Q2 FY2026 |
JPMorgan Chase Bank as agent; Barclays, Citibank and Wells Fargo as arrangers | Term loan credit agreement, 17 April 2026: a bridge loan for part of the Armis cash price | $4.0bn unsecured; spread of 0.600% to 1.000% over Term SOFR (secured overnight financing rate) by rating; duration fee of 0.50%, 0.75% and 1.00% of loans outstanding 90, 180 and 270 days after closing; mandatory prepayment from all net cash proceeds of debt issues and asset sales | Maturity 16 October 2026 with one six month extension; repaid in May 2026 from the notes | Exhibit 10.1 to 8-K 22 Apr 2026 |
U.S. Bank Trust Company, National Association, as trustee | Indenture and first supplemental indenture, 15 May 2026: terms of the five series of senior notes | $4.0bn principal; net proceeds $3.9bn after $57m discount and issuance costs; holders can require repurchase at 101% of principal on a change of control triggering event; covenants limit secured debt and sale and leaseback deals | Maturities May 2028 to May 2056; par call from 1 to 6 months before maturity on four series | Exhibit 4.2 to 8-K 15 May 2026; pricing term sheet |
Barclays, Citigroup, J.P. Morgan and Wells Fargo Securities as representatives | Underwriting agreement, 12 May 2026: sale of the notes to the underwriters | Priced at 98.884% to 99.638% of principal; yields 4.441% to 6.384%; expected ratings A2 and A | Settled 15 May 2026 | Exhibit 1.1 to 8-K 15 May 2026 |
Wells Fargo Bank, National Association, as trustee | Indenture and first supplemental indenture, 11 August 2020: terms of the 2030 notes | $1.5bn of 1.40% notes issued at 99.63% of principal; effective rate 1.53% | Due 1 September 2030 | Exhibits 4.1 and 4.2 in 10-K FY2025 |
William R. McDermott, Chairman and CEO | Amendment No. 3 to employment agreement, effective 1 January 2026 | CEO agrees to remain in service through at least 31 December 2030 as CEO, co CEO, Executive Chairman or Non Executive Chairman at the board's discretion | Through at least 31 December 2030 | Exhibit 10.1 to 8-K 23 Dec 2025 |
Executive officers | Executive Severance Policy, effective 1 January 2026: payments on a qualifying termination | CEO within 3 months before or 12 months after a change in control: 2 times salary plus target bonus, 24 months of health cover cost, full vesting of time based units. Other qualifying termination: 1 times salary, actual bonus, 12 months of health cover cost, 18 months of vesting | Open ended policy | Exhibit 10.2 to 8-K 23 Dec 2025 |
Paul Fipps, President of Global Customer Operations | Employment letter dated 22 April 2025 | $800,000 base salary; target bonus 125% of salary; 2025 cash incentive target $1.2m; promotion grant of $6.0m in restricted and performance stock units | At will employment | Exhibit 10.2 to 10-Q Q1 FY2026 |
Employees and directors | Amended and Restated 2021 Equity Incentive Plan | 38m shares added on 21 May 2026; 53.4m shares available for future grants at 30 June 2026 | Shareholder approved plan | Exhibit 10.1 to 8-K 22 May 2026 |
Cloud service providers | Noncancellable cloud services agreements | Remaining payments at 30 June 2026: $324m for the rest of 2026, $401m in 2027, $573m in 2028, $704m in 2029 and $2.9bn in 2030 | Through 2030 | Note 17 in 10-Q Q2 FY2026 |
An information technology equipment provider | Noncancellable equipment agreement to expand data centers | $1.9bn commitment at 31 December 2025; $1.4bn remaining at 30 June 2026 | Due by fiscal 2028 | Note 18 in 10-K FY2025; Note 17 in 10-Q Q2 FY2026 |
Landlords of offices and data centers | Noncancellable operating leases | $1.09bn of undiscounted payments at 30 June 2026, present value $936m; a further $328m on leases that start in 2026 and 2027 | Expiry dates through 2036; new leases run 7 to 16 years | Note 17 in 10-Q Q2 FY2026 |
Source: exhibits and filings linked in each row.
ServiceNow cloud commitments and purchase obligations
Noncancellable purchase commitments were $7.9bn at 31 December 2025, including $4.7bn for cloud services, of which $2.8bn falls due in 2030.
Table 5.4 Noncancellable purchase commitments at 31 December 2025, $bn
| Fiscal period | Cloud services obligations | Other purchase obligations | Total |
|---|---|---|---|
2026 | 0.372 | 0.691 | 1.063 |
2027 | 0.331 | 0.498 | 0.829 |
2028 | 0.500 | 1.606 | 2.106 |
2029 | 0.630 | 0.216 | 0.846 |
2030 | 2.826 | 0.119 | 2.945 |
Thereafter | 0.000 | 0.157 | 0.157 |
Total | 4.659 | 3.287 | 7.946 |
Source: Note 18 in 10-K FY2025.
6 Ownership, Voting Power & Annual Meeting
ServiceNow has one class of common stock with one vote per share, and its ten largest 13F holders reported 347.6m shares at 30 June 2026, 33.6% of 1.03bn shares outstanding at that date. Economic ownership and voting power are identical for every holder. Directors and executive officers as a group hold 3.6m shares (0.3%), of which 2.3m are exercisable options (DEF 14A).
ServiceNow major shareholders and voting power
Table 6.1 Beneficial ownership at 28 February 2026, one vote per share
| Holder | Role | Shares | % of shares and votes, as filed |
|---|---|---|---|
BlackRock, Inc. | 5% holder, Schedule 13G/A data at 31 Dec 2024 | 91.3m | 8.8% |
The Vanguard Group, Inc. | 5% holder, Schedule 13G/A data at 31 Dec 2023 | 90.6m | 8.7% |
William R. McDermott | Chairman and CEO, includes 2.0m options | 2.2m | below 1% |
Frederic B. Luddy | Founder and director | 768,565 | below 1% |
Gina Mastantuono | President and CFO | 253,321 | below 1% |
Jacqueline Canney | Chief People and AI Enablement Officer | 116,758 | below 1% |
Amit Zavery | President, Chief Product Officer and Chief Operating Officer | 67,324 | below 1% |
Anita M. Sands | Director | 44,940 | below 1% |
Paul E. Chamberlain | Director | 44,835 | below 1% |
Paul Smith | Former President, left August 2025 | 26,120 | below 1% |
Susan L. Bostrom | Director | 16,830 | below 1% |
Jonathan C. Chadwick | Director | 16,025 | below 1% |
Paul Fipps | President, Global Customer Operations | 8,061 | below 1% |
Teresa Briggs | Director | 7,750 | below 1% |
Joseph "Larry" Quinlan | Director | 6,610 | below 1% |
Lawrence J. Jackson, Jr. | Director | 20 | below 1% |
Eric S. Yuan | Director | 0 | below 1% |
Directors and executive officers as a group | 15 persons | 3.6m | below 1% |
Source: DEF 14A, accession 0001373715-26-000039. The Vanguard row predates a realignment: The Vanguard Group reported zero shares on 27 March 2026 and its subsidiary Vanguard Capital Management reported 78.4m shares (7.49%) on 30 April 2026.
ServiceNow 13F institutional holders and Schedule 13D and 13G filings
T. Rowe Price and JPMorgan together reported 35.1m fewer shares at 30 June 2026 than at 31 March 2026.
Right panel of Figure 6.1 sums the Vanguard entities, State Street, Morgan Stanley, Geode, UBS Asset Management Americas, T. Rowe Price and JPMorgan, with 30 September 2025 counts multiplied by five for the split. Quarter labels in Figure 6.1 are calendar quarters, which equal fiscal quarters.
Table 6.2 Ten largest 13F holders at 30 June 2026 and their prior three quarter ends
| Holder | 30 Sep 2025 | 31 Dec 2025 | 31 Mar 2026 | 30 Jun 2026 | % of shares outstanding |
|---|---|---|---|---|---|
BlackRock, Inc. | 95.9m | 95.3m | n/a | 96.1m | 9.3% |
Vanguard Capital Management | n/a | n/a | 68.0m | 67.4m | 6.5% |
State Street Corp | 47.3m | 47.9m | 48.1m | 49.0m | 4.7% |
Morgan Stanley | 26.1m | 22.7m | 23.3m | 26.6m | 2.6% |
Vanguard Portfolio Management | n/a | n/a | 25.2m | 25.2m | 2.4% |
Geode Capital Management | 23.3m | 23.5m | 24.4m | 24.3m | 2.3% |
UBS Asset Management Americas | 13.5m | 14.0m | 14.3m | 16.6m | 1.6% |
T. Rowe Price Associates | 34.4m | 32.4m | 34.1m | 16.1m | 1.6% |
JPMorgan Chase & Co | 39.5m | 37.9m | 31.0m | 13.9m | 1.3% |
Norges Bank | n/a | 13.2m | n/a | 12.5m | 1.2% |
The Vanguard Group, filer until 31 Dec 2025 | 101.1m | 102.0m | n/a | n/a | n/a |
Source: 13F-HR filings via SEC-API.io; 30 September 2025 counts are split adjusted; % column uses 1.03bn shares outstanding at 30 June 2026.
Table 6.3 Schedule 13D and 13G filings on ServiceNow, October 2024 to October 2026
| Filed | Filer | Form | Event date | Shares | % of class | Accession |
|---|---|---|---|---|---|---|
30 Apr 2026 | Vanguard Capital Management | Schedule 13G | 31 Mar 2026 | 78.4m | 7.49% | 0002100119-26-001039 |
27 Mar 2026 | The Vanguard Group | Schedule 13G/A, amendment 10 | 13 Mar 2026 | 0 | 0% | 0000102909-26-002287 |
5 Feb 2025 | BlackRock, Inc. | Schedule 13G/A, amendment 6 | 31 Dec 2024 | 18.3m before split, 91.3m after | 8.9% | 0002012383-25-001243 |
n/a | All filers | Schedule 13D | n/a | Filings: 0 | n/a | n/a |
ServiceNow annual meeting voting results 2026 and stock split vote
Shares represented at the 21 May 2026 annual meeting were 876.7m, 84.6% of 1.036bn shares entitled to vote at 23 March 2026. Support was lowest for director Eric S. Yuan at 77.4%, and the written consent proposal received 36.6%.
Table 6.4 Annual meeting 21 May 2026; % for is votes for over votes for and against
| Item | Matter | Board position | For | Against | Abstain | Broker non votes | % for |
|---|---|---|---|---|---|---|---|
1 | Elect Susan L. Bostrom | FOR | 725.3m | 42.3m | 1.1m | 108.0m | 94.5% |
1 | Elect Teresa Briggs | FOR | 749.4m | 18.1m | 1.2m | 108.0m | 97.6% |
1 | Elect Paul E. Chamberlain | FOR | 758.2m | 9.4m | 1.2m | 108.0m | 98.8% |
1 | Elect Lawrence J. Jackson, Jr. | FOR | 745.3m | 21.7m | 1.7m | 108.0m | 97.2% |
1 | Elect Frederic B. Luddy | FOR | 750.3m | 17.3m | 1.2m | 108.0m | 97.7% |
1 | Elect William R. McDermott | FOR | 689.5m | 78.0m | 1.2m | 108.0m | 89.8% |
1 | Elect Joseph "Larry" Quinlan | FOR | 737.1m | 30.5m | 1.1m | 108.0m | 96.0% |
1 | Elect Anita M. Sands | FOR | 675.2m | 92.2m | 1.3m | 108.0m | 88.0% |
1 | Elect Eric S. Yuan | FOR | 593.8m | 173.8m | 1.1m | 108.0m | 77.4% |
2 | Advisory vote on 2025 executive pay | FOR | 654.7m | 110.9m | 3.1m | 108.0m | 85.5% |
3 | Frequency of pay votes: one year 760.9m, two years 0.6m, three years 6.7m | ONE YEAR | 760.9m | n/a | 0.5m | 108.0m | 99.1% |
4 | Ratify PricewaterhouseCoopers LLP as auditor for 2026 | FOR | 862.1m | 14.0m | 0.6m | n/a | 98.4% |
5 | Add 38m shares to the 2021 Equity Incentive Plan | FOR | 736.4m | 30.6m | 1.6m | 108.0m | 96.0% |
6 | Shareholder proposal by John Chevedden: right to act by written consent | AGAINST | 280.7m | 486.0m | 2.0m | 108.0m | 36.6% |
Table 6.5 Special meeting 5 December 2025, share counts before the split
| Matter | Board position | For | Against | Abstain | Broker non votes | For as % of 207.5m shares outstanding |
|---|---|---|---|---|---|---|
Amended charter: five for one stock split, authorised common stock raised from 600m to 3bn shares | FOR | 182,387,630 | 61,141 | 46,127 | 0 | 87.9% |
Source: 8-K, accession 0001373715-25-000321. Approval required a majority of shares outstanding per the special meeting DEF 14A.
ServiceNow CEO pay and pay ratio
Table 6.6 Executive compensation headline figures
| Measure | 2025 | 2024 | 2023 |
|---|---|---|---|
CEO total compensation, William R. McDermott | $51.6m | $37.6m | $37.6m |
of which stock awards | $43.5m | $31.5m | $32.8m |
Median employee total compensation | $205,259 | n/a | n/a |
CEO pay ratio | 251 to 1 | n/a | n/a |
Say on pay support at the following annual meeting | 85.5% | 88.8% | n/a |
Source: DEF 14A, accession 0001373715-26-000039; 2025 pay vote from 8-K accession 0001373715-25-000208.
7 Insider Activity
ServiceNow insiders sold 77,534 shares for $9.26m in the open market over the twelve months to 10 October 2026, including $1.94m in August 2026, and bought 28,682 shares for $3.00m. Buy to sell ratio is 0.32 by value and 0.37 by shares on open market transactions (codes P and S). Filings: 131 Forms 4, 3 Forms 3, 0 Forms 5. Share counts and prices are split adjusted.
Insider buying and selling by month
Chairman and CEO Bill McDermott made the one purchase, at an average $104.60 on 27 February 2026 (Form 4). Sales with a Rule 10b5-1 plan footnote total $5.67m, 61% of sale value; sales of $3.59m carry other footnotes or none.
Table 7.1 Open market insider transactions by month, split adjusted
| Month | Shares sold | Shares bought | Net shares | Sales value | Purchase value | Net value |
|---|---|---|---|---|---|---|
Oct 2025 | 0 | 0 | 0 | $0 | $0 | $0 |
Nov 2025 | 15,475 | 0 | (15,475) | $2.57m | $0 | ($2.57m) |
Dec 2025 | 2,075 | 0 | (2,075) | $0.35m | $0 | ($0.35m) |
Jan 2026 | 0 | 0 | 0 | $0 | $0 | $0 |
Feb 2026 | 16,237 | 28,682 | 12,445 | $1.70m | $3.00m | $1.30m |
Mar 2026 | 0 | 0 | 0 | $0 | $0 | $0 |
Apr 2026 | 8,927 | 0 | (8,927) | $0.80m | $0 | ($0.80m) |
May 2026 | 20,739 | 0 | (20,739) | $1.90m | $0 | ($1.90m) |
Jun 2026 | 0 | 0 | 0 | $0 | $0 | $0 |
Jul 2026 | 0 | 0 | 0 | $0 | $0 | $0 |
Aug 2026 | 14,081 | 0 | (14,081) | $1.94m | $0 | ($1.94m) |
Sep 2026 | 0 | 0 | 0 | $0 | $0 | $0 |
Total | 77,534 | 28,682 | (48,852) | $9.26m | $3.00m | ($6.26m) |
Insider sales by person and largest insider transactions
Table 7.2 Open market sales (code S) by insider, 10 Oct 2025 to 10 Oct 2026, split adjusted
| Insider | Role | Shares sold | Value | Average price | Shares under 10b5-1 plan | Direct shares held after | Latest Form 4, transaction date |
|---|---|---|---|---|---|---|---|
Jacqueline Canney | Chief People and AI Enablement Officer | 19,584 | $2.36m | $120.59 | 10,657 | 30,042 | 28 Aug 2026 |
Paul Fipps | President, Global Customer Operations | 18,095 | $2.06m | $114.09 | 14,536 | 18,305 | 31 Aug 2026 |
Anita Sands | Director | 16,445 | $1.48m | $90.14 | 0 | 33,350 | 21 May 2026 |
Paul Chamberlain | Director | 8,700 | $1.08m | $124.05 | 6,000 | 43,990 | 27 Aug 2026 |
Gina Mastantuono | President and CFO | 4,160 | $0.69m | $165.79 | 4,160 | 109,256 | 17 Aug 2026 |
Nicholas Tzitzon | Vice Chairman, Section 16 officer to 10 Feb 2026 | 2,610 | $0.43m | $165.42 | 2,610 | 23,209 | 6 Feb 2026 |
Kevin McBride | Principal Accounting Officer to 17 Feb 2026 | 2,800 | $0.38m | $137.10 | 2,800 | 32,141 | 17 Feb 2026 |
Russell Elmer | General Counsel to 10 Feb 2026 | 2,220 | $0.38m | $170.27 | 2,220 | 28,819 | 6 Feb 2026 |
Lawrence Jackson | Director | 1,325 | $0.21m | $162.04 | 0 | 4,875 | 21 May 2026 |
Teresa Briggs | Director | 1,595 | $0.17m | $108.70 | 0 | 11,010 | 28 May 2026 |
Total | n/a | 77,534 | $9.26m | $119.42 | 42,983 | n/a | n/a |
Shares sold equal 0.0075% of 1.03bn shares outstanding. Director Frederic Luddy reports the largest insider holding, 773,420 shares including trust and LLC holdings (Form 4).
Table 7.3 Ten largest open market transactions by value, one row per Form 4, code and date, split adjusted
| Date | Insider | Role | Code | Shares | Price | Value | Direct holding after | 10b5-1 plan | Filing |
|---|---|---|---|---|---|---|---|---|---|
27 Feb 2026 | Bill McDermott | Chairman and CEO | P | 28,682 | $104.60 | $3.00m | 158,234 | No | Form 4 |
14 May 2026 | Anita Sands | Director | S | 16,445 | $90.14 | $1.48m | 30,090 | No | Form 4 |
28 Aug 2026 | Jacqueline Canney | Chief People and AI Enablement Officer | S | 7,847 | $138.00 | $1.08m | 30,042 | Yes | Form 4 |
18 Feb 2026 | Paul Fipps | President, Global Customer Operations | S | 9,641 | $105.93 | $1.02m | 11,757 | Yes | Form 4 |
24 Apr 2026 | Jacqueline Canney | Chief People and AI Enablement Officer | S | 8,927 | $89.60 | $0.80m | 29,531 | No | Form 4 |
18 Nov 2025 | Nicholas Tzitzon | Vice Chairman, Section 16 officer to 10 Feb 2026 | S | 2,610 | $165.42 | $0.43m | 15,000 | Yes | Form 4 |
23 Feb 2026 | Paul Fipps | President, Global Customer Operations | S | 3,696 | $101.77 | $0.38m | 8,061 | Yes | Form 4 |
27 Aug 2026 | Paul Chamberlain | Director | S | 2,700 | $135.50 | $0.37m | 43,990 | No | Form 4 |
5 Dec 2025 | Gina Mastantuono | President and CFO | S | 2,075 | $170.00 | $0.35m | 61,140 | Yes | Form 4 |
28 Nov 2025 | Gina Mastantuono | President and CFO | S | 2,085 | $161.60 | $0.34m | 63,215 | Yes | Form 4 |
Stock awards, vesting and tax withholding
Table 7.4 Award, vesting, withholding and gift transactions, split adjusted
| Transaction type | Code | Lines | Shares or units | Value |
|---|---|---|---|---|
Restricted stock units (RSUs) settled in shares | M | 137 | 661,188 | n/a |
Shares withheld by issuer for tax on vesting | F | 137 | 324,250 | $36.95m |
RSU grants and performance RSU certifications | A | 24 | 688,851 | n/a |
Performance stock option tranche certifications, as filed | A | 3 | 405,650 | n/a |
Director stock awards | A | 8 | 25,567 | n/a |
Gift to charity by Frederic Luddy trust | G | 1 | 17,575 | n/a |
Shares withheld for tax are 4.2 times shares sold in the open market. Form 144 notices of proposed sale number 27 and cover 93,934 shares and $10.72m; 18,000 shares for Nicholas Tzitzon on 7 May 2026 follow his exit from Section 16 reporting on 10 February 2026. Source: Forms 3, 4 and 144 via SEC-API.io.
8 Risk Factors
ServiceNow's 10-Q Q2 FY2026 states its risk factors are unchanged since 10-K FY2025, which carries 27 risk factors against 27 in 10-K FY2024: 15 reworded, 0 added, 0 dropped. Risk factor text grew 4.2% to 11,349 words.
ServiceNow risk factors by category
Growth and operations risks hold 19 of 27 factors and added 470 words; the other three categories shrank by 11 words. "AI" appears 32 times in FY2025 risk text against 25, "public cloud" 8 times against 4.
Table 8.1 Risk factors and word count by category, FY2025 10-K against FY2024 10-K
| Category | Risk factors FY2024 | Risk factors FY2025 | Reworded | Words FY2024 | Words FY2025 | Change | Change % |
|---|---|---|---|---|---|---|---|
Ability to grow the business | 9 | 9 | 6 | 4,087 | 4,324 | 237 | 5.8% |
Operation of the business | 10 | 10 | 6 | 4,411 | 4,644 | 233 | 5.3% |
Financial performance or position | 4 | 4 | 1 | 1,163 | 1,201 | 38 | 3.3% |
General economic and political conditions | 2 | 2 | 1 | 638 | 607 | (31) | (4.9)% |
Ownership of common stock | 2 | 2 | 1 | 591 | 573 | (18) | (3.0)% |
Total | 27 | 27 | 15 | 10,890 | 11,349 | 459 | 4.2% |
Word counts cover each risk heading and its text, excluding the Item 1A introduction and summary; counts depend on the word splitting rule applied.
Risk factors added, removed and reworded
Two changes tie to filed commitments. Innovation and service disruption factors add a migration of company hosted instances to public cloud providers; non cancellable cloud commitments were $4.7bn through 2030 at 31 December 2025 (Table 5.4). Debt factor text in 10-K FY2025 describes the $1.5bn 2030 Notes; senior notes principal was $5.5bn after the May 2026 issue, with $2.1bn of commercial paper principal outstanding.
Table 8.2 Reworded Item 1A risk factors, change against FY2024 10-K
| Risk factor | Category | Words FY2025 | Change in words | What changed |
|---|---|---|---|---|
Data laws and customer data expectations | Growth | 409 | 3 | Adds non compliance with terms of region specific service offerings as a source of investigations and fines |
Innovation, product delivery and competition | Growth | 745 | 129 | Heading adds "and adapt how we offer our products"; text adds integrated vendors "blocking, limiting or imposing fees on particular integrations or data access" and a public cloud migration that depends on "customer demand not materially falling short of our commitments" |
International market penetration | Growth | 412 | 3 | Adds antitrust and competition regulations to the compliance list; international revenue share stated as 37% for FY2025 and FY2024 |
AI technology in offerings | Growth | 453 | 47 | Extends AI use to internal operations and adds that AI systems may produce "unreliable or biased results" that limit adoption or create liability |
Anti corruption, export control, sanctions and trade laws | Growth | 387 | 25 | Adds heightened trade controls and tariffs on imports "which we are responsible to pay in certain circumstances" |
Acquisitions and investments | Growth | 429 | 19 | Adds risk of "delayed, conditioned or denied regulatory clearances" and tax risk in foreign acquisitions |
Cybersecurity events | Operations | 1,311 | 92 | Adds AI enabled attack methods that are "increasingly automated, targeted, coordinated and more difficult to defend against" and states that remediation is prioritised by severity |
Management team and employees | Operations | 459 | (3) | Named key roles now list the chief executive officer; the chief operating officer reference is removed |
Service disruptions and defects | Operations | 601 | 48 | States an expectation to serve more customers from public cloud providers, with "heightened risks of outages or performance degradation beyond our direct control" |
Information systems and processes | Operations | 213 | 15 | Adds that system improvements may lead to impairments or write downs of existing technologies and other assets |
Open source software | Operations | 284 | 28 | Adds products developed with data sets under open source licenses, which may restrict data set use |
Corporate sustainability goals | Operations | 194 | 47 | "ESG" replaced by "corporate sustainability"; adds sustainability laws and "differing views on the appropriate role of sustainability practices and disclosures" |
Effective tax rate and tax positions | Financial | 568 | 39 | Adds the One Big Beautiful Bill Act of 4 July 2025 and the January 2026 OECD safe harbor; states "we have not recorded a material tax liability related to Pillar 2" |
Global economic and political conditions | Economic and political | 331 | (24) | Removes the sentence on inflation and interest rate increases; adds tariffs to the list of economic conditions |
Change of control provisions | Common stock | 188 | (17) | Removes the bullet on super majority voting to amend the certificate of incorporation and bylaws |
Twelve other factors | All five | n/a | n/a | Editorial edits with substance as in FY2024: partner network; public sector and regulated customers; complex customer deals and sales cycles; product release delays and defects; protection of IP rights; product implementations; natural disasters and climate; subscription revenue recognition timing; revenue growth rate; debt service obligations; foreign currency exchange rates; stock price volatility |
Risk updates in 2026 10-Q filings, cybersecurity, legal proceedings and market risk
Table 8.3 Risk related disclosures outside Item 1A
| Item | Filing | Disclosure |
|---|---|---|
Part II Item 1A, Q1 and Q2 FY2026 | 10-Q Q1 FY2026, 10-Q Q2 FY2026 | Both state that risk factors are materially unchanged since the FY2025 10-K; risk factors added or amended in 2026: 0 |
Item 1C Cybersecurity | 10-K FY2025 | Program follows NIST and ISO frameworks, with a risk assessment at least annually and independent cyber maturity assessments in 2023, 2024 and 2025. Audit Committee oversees the program; the chief information security officer reports to the chief operating officer. Prior threats "have not materially affected our business to date" |
Item 3 Legal Proceedings | 10-K FY2025 | Company expects no pending proceeding to have a material adverse effect. Note 18 describes a Department of Justice investigation linked to a March 2023 public sector hire; the President and Chief Operating Officer resigned on 24 July 2024, and the company "cannot predict the timing, outcome or possible impact" |
Part II Item 1 Legal Proceedings | 10-Q Q2 FY2026 | Note 17 carries the same investigation text as the 10-K, with continuing cooperation and document delivery to the Department of Justice |
Part I Item 3 Market Risk | 10-Q Q2 FY2026 | Adds $4.0bn of fixed rate senior notes issued May 2026 and a $3.0bn unsecured revolving credit facility signed April 2026, priced at a benchmark rate plus 0.60% to 1.00%, with $0 drawn at 30 June 2026 |
A 10% rise in the U.S. dollar would have cut FY2025 operating income by $177m before hedges, 18.0% above the FY2024 figure of $150m.
Table 8.4 Item 7A market risk sensitivities as filed
| Measure | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
Operating income decrease from a 10% rise in U.S. dollar, before hedges | $107m | $150m | $177m |
Revenue denominated in U.S. dollars | 71% | 71% | 71% |
Fair value decrease of revenue hedges from a 10% fall in U.S. dollar | n/a | $164m | $199m |
Fair value decrease of operating expense hedges from a 10% rise in U.S. dollar | n/a | n/a | $18m |
Fair value decline of debt securities from a 100 basis point rate rise | $60m | $78m | $62m |
Cash, cash equivalents and marketable securities | $8.1bn | $9.9bn | $10.1bn |
Strategic investments in privately held companies | n/a | $472m | $1.5bn |
Source: 10-K FY2025; FY2023 interest rate and cash figures from 10-K FY2024.
9 Stock Price, Scenarios & Sensitivity
Shares closed at $140.86 on 9 October 2026, (27.0)% from the 52 week high, which values ServiceNow at $145.6bn or 31.8x TTM free cash flow. Three scenarios to FY2029 return implied prices of $123, $235 and $360. Prices are on the current share basis after the five for one split.
ServiceNow stock price history
Table 9.1 Price, market value and TTM multiples at 9 October 2026
| Metric | Value | Basis |
|---|---|---|
Share price | $140.86 | Market data, 9 October 2026 |
52 week high and low | $192.97 and $81.24 | Intraday, 30 October 2025 and 10 April 2026 |
Change since 31 December 2025 | (8.0)% | Month end close $153.19 |
Change since 30 September 2021 | 13.2% | Month end close $124.45 |
Shares outstanding | 1.03bn | 30 June 2026, 10-Q Q2 FY2026 |
Market capitalisation | $145.6bn | Price times shares outstanding |
Net debt | $810m | Table 2.3 |
Enterprise value | $146.5bn | Market capitalisation plus net debt |
EV to TTM revenue | 9.9x | TTM revenue $14.7bn |
Price to TTM FCF | 31.8x | Market capitalisation over TTM FCF of $4.58bn |
EV to TTM FCF | 32.0x | TTM FCF of $4.58bn, operating cash flow less capital expenditure |
EV to TTM non GAAP operating income | 31.7x | TTM non GAAP operating income $4.6bn |
Price to TTM GAAP EPS | 88.0x | TTM diluted EPS $1.60 |
Price to TTM non GAAP EPS | 37.6x | TTM non GAAP diluted EPS $3.75, sum of four reported quarters |
TTM FCF yield | 3.1% | TTM FCF over market capitalisation |
Table 9.2 Share price change in the session after each of the last four results releases
| Quarter reported | Release date | Close on release day | Next session close | Change |
|---|---|---|---|---|
Q3 FY2025 | 29 October 2025 | $182.34 | $186.94 | 2.5% |
Q4 FY2025 | 28 January 2026 | $129.62 | $116.73 | (9.9)% |
Q1 FY2026 | 22 April 2026 | $103.07 | $84.78 | (17.7)% |
Q2 FY2026 | 22 July 2026 | $95.46 | $91.94 | (3.7)% |
Source: market data, 9 October 2026; release dates from 8-K filings via SEC-API.io.
ServiceNow scenario analysis FY2027 to FY2029
FY2026E takes the midpoint of subscription revenue guidance, a 31.5% non GAAP operating margin, a 35% FCF margin on the company's non GAAP definition and 1.04bn diluted shares from the 8-K, 22 July 2026. Each implied price is an arithmetic outcome of stated assumptions: FY2029 FCF per share times the exit multiple, undiscounted. Base case growth of 19%, 18% and 17% reaches $30.3bn of subscription revenue in FY2030 if 17% repeats, against the company target above $30bn.
Table 9.3 Scenario assumptions
| Assumption | Reference point from filings | Worst case | Base case | Best case |
|---|---|---|---|---|
Subscription revenue growth, FY2027 / FY2028 / FY2029 (assumption) | FY2025 21.0%; H1 FY2026 23.4%; FY2026 guidance 22.5% | 15% / 13% / 11% | 19% / 18% / 17% | 22% / 21% / 20% |
Non GAAP operating margin, FY2027 / FY2028 / FY2029 (assumption) | FY2025 31.2%; FY2026 guidance 31.5% | 31.0% / 30.5% / 30.0% | 32.5% / 33.5% / 34.5% | 33.0% / 34.5% / 36.0% |
FCF margin on company non GAAP definition, FY2027 / FY2028 / FY2029 (assumption) | FY2025 34.9%; FY2026 guidance 35% | 33.0% / 32.0% / 31.0% | 35.5% / 36.0% / 36.5% | 37.0% / 38.5% / 40.0% |
Diluted share count change a year (assumption) | H1 FY2026 (0.9)% year on year | 0.5% | (0.5)% | (1.0)% |
Exit multiple of FY2029 FCF on company non GAAP definition (assumption) | 29.6x TTM on the same definition at 9 October 2026; 31.8x on operating cash flow less capital expenditure | 18x | 25x | 32x |
Professional services revenue growth a year (assumption) | FY2026E $418m, twice H1 FY2026 | 5% | 5% | 5% |
Non GAAP tax rate, net interest (assumption) | 21% company non GAAP rate; net debt $810m | 21%, nil | 21%, nil | 21%, nil |
Table 9.4 Scenario outcomes by fiscal year; FCF on company non GAAP definition
| Case | Fiscal year | Revenue | Non GAAP operating income | Non GAAP FCF | Non GAAP EPS | FCF per share | Implied share price | Price at exit multiple ± 3x |
|---|---|---|---|---|---|---|---|---|
Guidance based | FY2026E | $16.2bn | $5.1bn | $5.7bn | $3.87 | $5.45 | n/a | n/a |
Worst | FY2027 | $18.6bn | $5.8bn | $6.1bn | $4.35 | $5.86 | n/a | n/a |
Worst | FY2028 | $21.0bn | $6.4bn | $6.7bn | $4.81 | $6.38 | n/a | n/a |
Worst | FY2029 | $23.2bn | $7.0bn | $7.2bn | $5.22 | $6.82 | $123 | $102 to $143 |
Base | FY2027 | $19.2bn | $6.2bn | $6.8bn | $4.77 | $6.59 | n/a | n/a |
Base | FY2028 | $22.6bn | $7.6bn | $8.1bn | $5.81 | $7.90 | n/a | n/a |
Base | FY2029 | $26.4bn | $9.1bn | $9.6bn | $7.02 | $9.40 | $235 | $207 to $263 |
Best | FY2027 | $19.7bn | $6.5bn | $7.3bn | $4.98 | $7.07 | n/a | n/a |
Best | FY2028 | $23.7bn | $8.2bn | $9.1bn | $6.35 | $8.97 | n/a | n/a |
Best | FY2029 | $28.4bn | $10.2bn | $11.4bn | $8.01 | $11.27 | $360 | $327 to $394 |
Best case drivers and demand assumptions
Table 9.5 Critical factors behind the best case and the filed data point for each
| Factor | Filed data point | Source | Link to the best case |
|---|---|---|---|
Contracted backlog | RPO $29.0bn, of which cRPO $13.20bn; both rose 21% year on year at 30 June 2026 | 10-Q Q2 FY2026 | cRPO equals 92% of TTM subscription revenue; growth of 20% to 22% needs cRPO growth to hold near 21% |
Renewals | Renewal rate 98% in Q2 FY2026 and Q2 FY2025 | 10-Q Q2 FY2026 | Growth rates in all three cases presume renewals near 98% |
Large customers | 658 customers with ACV above $5m, against 533 a year earlier | 10-Q Q2 FY2026; 8-K, 22 July 2026 | Count rose 23%; 123 transactions above $1m net new ACV in Q2 FY2026 |
AI products | ServiceNow AI crossed $1bn of ACV in Q2 FY2026; target of 30% of ACV from AI by 2030 | 8-K, 22 July 2026 | Best case growth of 20% in FY2029 assumes AI ACV scales toward the target |
Growth and cash margin | Target of constant currency subscription growth plus FCF margin above 60% by 2030; FY2026 guidance 21% constant currency growth plus 35%, which is 56% | 8-K, 22 July 2026 | Reported growth plus FCF margin in FY2029: best case 60%; base case 53.5%; worst case 42% |
Near term growth rate | Q3 FY2026 guidance: subscription growth 20.5%, cRPO growth 19.5%, after 24.5% in Q2 FY2026, which included $149m of self hosted revenue recognised upfront | 8-K, 22 July 2026; 10-Q Q2 FY2026 | Guided Q3 growth sits between the base case FY2027 rate of 19% and the best case rate of 22% |
Share count | 20.1m shares repurchased for $2.2bn in H1 FY2026; $4.2bn of authorisation remaining | 10-Q Q2 FY2026 | Best case assumes (1.0)% a year, in line with H1 FY2026 diluted share change of (0.9)% |
Stock based compensation | $1.96bn in FY2025, 14.7% of revenue; company commitment to below 10% of revenue by 2029 | 10-K FY2025; 8-K, 22 July 2026 | FCF and non GAAP figures exclude this cost; FY2026 GAAP operating margin guidance is 10% |
Sensitivity analysis of implied share price and free cash flow
Exit multiple moves the FY2029 base case most: 18x to 32x spans $169 to $301, against $218 to $253 for three points of annual subscription growth. At base case growth and margins a 15x exit multiple returns $141, level with the 9 October 2026 close.
Sources and method
- Filings used: 10-K FY2025 and 10-K FY2021 to FY2024; 10-Q Q2 FY2026 and five earlier 10-Q filings; DEF 14A of 6 April 2026; 8-K filings of 22 July 2026, 22 May 2026, 15 May 2026 and 22 April 2026; Forms 3, 4 and 144; Schedule 13G; 13F-HR; peer 10-K, 10-Q and 20-F filings listed in Table 4.5.
- SEC filing data retrieved through SEC-API.io.
- Market data as of 9 October 2026.
- Earnings call material from public transcripts, in indirect speech; third party research is credited to its named publisher and date.
- Scenario figures are arithmetic outcomes of stated assumptions.
Sources appendix
Every filing referenced in this analysis, sorted by form and then by date. Each accession number links to the filing on sec.gov. Count: 121 filings.
Table A.1 ServiceNow, Inc. filings, with ownership filings by holders and insiders
Table A.2 Filings of peers and other companies
| Company | Form | Period or filing date | Accession number |
|---|---|---|---|
| Adobe | 10-K | 28 Nov 2025 | 0000796343-26-000003 |
| Adobe | 10-Q | 28 Aug 2026 | 0000796343-26-000156 |
| Adobe | 10-Q | 29 Aug 2025 | 0000796343-25-000107 |
| Atlassian | 10-K | 30 Jun 2026 | 0001650372-26-000036 |
| Atlassian | 10-K | 30 Jun 2025 | 0001650372-25-000036 |
| Microsoft | 10-K | 30 Jun 2026 | 0001193125-26-323660 |
| Microsoft | 10-K | 30 Jun 2025 | 0000950170-25-100235 |
| Oracle | 10-K | 31 May 2026 | 0001193125-26-277521 |
| Oracle | 10-Q | 31 Aug 2026 | 0001193125-26-389274 |
| Oracle | 10-Q | 31 Aug 2025 | 0001193125-25-200095 |
| SAP | 20-F | 31 Dec 2025 | 0001104659-26-020058 |
| Salesforce | 10-K | 31 Jan 2026 | 0001108524-26-000060 |
| Salesforce | 10-Q | 31 Jul 2026 | 0001108524-26-000190 |
| Salesforce | 10-Q | 31 Jul 2025 | 0001108524-25-000088 |
| Workday | 10-K | 31 Jan 2026 | 0001327811-26-000014 |
| Workday | 10-Q | 31 Jul 2026 | 0001327811-26-000044 |
| Workday | 10-Q | 31 Jul 2025 | 0001327811-25-000184 |
This report is for information only and is not financial advice.
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