ServiceNow (NYSE: NOW) shareholders back 5-for-1 stock split and charter update

Rhea-AI Filing Summary

ServiceNow, Inc. shareholders approved an Amended and Restated Certificate of Incorporation to implement a 5-for-1 stock split of the company’s common stock, along with a proportionate increase in authorized shares. The amended charter becomes effective at 4:05 p.m. Eastern Time on December 17, 2025.

Each shareholder of record at the close of market on December 16, 2025 will receive four additional shares for every one share held, with the split reflected in accounts on or about December 17, 2025. Trading in ServiceNow’s common stock is expected to begin on a split-adjusted basis on or about December 18, 2025.

At the special meeting on December 5, 2025, the proposal to approve the amended charter received 182,387,630 shares voted for, 61,141 against, and 46,127 abstentions, with no broker non-votes.

Insights

Equity Capital Markets Analyst

ServiceNow executes a 5-for-1 stock split with strong shareholder support.

ServiceNow is carrying out a 5-for-1 stock split through an amended and restated certificate of incorporation, effective at 4:05 p.m. Eastern Time on December 17, 2025. Each holder of record at the close of market on December 16, 2025 will receive four additional shares for every one share owned, and trading is expected to begin on a split-adjusted basis on or about December 18, 2025. The amendment also includes a proportionate increase in authorized common shares.

The voting results show overwhelming support: 182,387,630 shares were cast in favor, versus 61,141 against and 46,127 abstaining, with zero broker non-votes. A stock split does not change the company’s overall equity value by itself, but it lowers the share price per share and increases the number of shares outstanding, which can affect trading dynamics and accessibility for some investors.

From a governance perspective, the high approval margin indicates broad shareholder alignment with the board’s capital structure decision. Investors can focus on how the increased number of outstanding and authorized shares interacts with future equity-based compensation, potential issuances, and overall trading liquidity as disclosed in subsequent company materials.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 5, 2025

___________

SERVICENOW, INC.

(Exact name of registrant as specified in its charter)

___________

Delaware

001-35580

20-2056195

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification Number)

2225 Lawson Lane

Santa Clara, California 95054

(Address of principal executive offices and Zip Code)

(408) 501-8550

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, par value $0.001 per share

NOW

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 5, 2025, the shareholders of ServiceNow, Inc. (the “Company”) approved an Amended and Restated Certificate of Incorporation of the Company (the “Amended and Restated Charter”) to effect a 5-for-1 stock split (the “Stock Split”) of the Company's common stock, with a proportionate increase in the number of shares of authorized common stock. The Amended and Restated Charter will become effective at 4:05 p.m. Eastern Time on December 17, 2025.

As a result of the Stock Split, each Company shareholder of record at the close of market on December 16, 2025, will receive four additional shares for each share of Common Stock held as of such date, which will be reflected in their accounts on or about December 17, 2025. Trading is expected to begin on a split-adjusted basis on or about December 18, 2025.

The foregoing description of the Amended and Restated Charter does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Charter, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Shareholder approval of the Amended and Restated Charter occurred at a Special Meeting of Shareholders on December 5, 2025. The voting results on the proposal to approve the Amended and Restated Charter were as follows:

Shares For			Shares Against			Shares Abstaining			Broker Non-Votes
182,387,630			61,141			46,127			0

Item 9.01 Financial Statements and Exhibits.

(d)			Exhibits.
			3.1			Amended and Restated Certificate of Incorporation of ServiceNow, Inc.
			104			Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SERVICENOW, INC.

By:

/s/ Russell S. Elmer

Russell S. Elmer General Counsel

Date: December 5, 2025

FAQ

What did ServiceNow (NOW) announce regarding its common stock?

ServiceNow announced that shareholders approved an Amended and Restated Certificate of Incorporation to effect a 5-for-1 stock split of its common stock, with a proportionate increase in authorized common shares.

How will the 5-for-1 stock split work for ServiceNow shareholders?

As a result of the stock split, each ServiceNow shareholder of record at the close of market on December 16, 2025 will receive four additional shares for every one share of common stock held, with the changes reflected in their accounts on or about December 17, 2025.

When will ServiceNow shares start trading on a split-adjusted basis?

ServiceNow expects its common stock to begin trading on a split-adjusted basis on or about December 18, 2025, following the effectiveness of the amended charter on December 17, 2025.

When does the amended and restated certificate of incorporation become effective for ServiceNow?

The Amended and Restated Certificate of Incorporation becomes effective at 4:05 p.m. Eastern Time on December 17, 2025.

How did ServiceNow shareholders vote on the stock split proposal?

At the special meeting on December 5, 2025, the proposal to approve the Amended and Restated Charter received 182,387,630 shares voted for, 61,141 against, and 46,127 abstentions, with 0 broker non-votes.

Does the ServiceNow stock split change the total value of an investor’s holdings?

The disclosure shows that the number of shares an investor owns will increase by a factor of five, while each share will represent a smaller portion of the company. This type of stock split changes share count and per-share price but not the overall ownership stake.