Executive Brief

  • ServiceNow, Inc. filed an 8-K on September 26, 2025, disclosing an amendment to a prospectus supplement related to resale of common stock by certain stockholders from the Logik.io Inc. acquisition (Item 8.01).
  • The amendment covers issuance of an additional 609 shares of common stock due to a post-closing price adjustment in the merger agreement (Item 8.01).
  • A legal opinion from Freshfields US LLP confirms the validity of these shares (Item 9.01, Exhibit 5.1).
  • No financial statements or other Items were disclosed.
  • This is new information updating the previously filed prospectus supplement dated May 30, 2025.
  • No financial impact or dilution quantified beyond the 609 additional shares.
  • No changes to governance, auditor, or operational guidance.
  • No risks, termination rights, or material uncertainties disclosed.
  • Next steps: The amended prospectus supplement is effective as of filing; no further approvals noted.
  • Investors should monitor any further post-closing adjustments or share issuances related to acquisitions.

Item-by-Item Analysis

Item 8.01 – Other Events

  • What happened: ServiceNow filed an amendment to the prospectus supplement dated May 30, 2025, to cover resale of an additional 609 shares of common stock.
  • Parties/terms: The shares relate to stockholders who acquired shares in connection with ServiceNow’s acquisition of Logik.io Inc. The additional shares arise from a post-closing price adjustment in the merger agreement.
  • Conditions/closing: The amendment updates the registration statement Form S-3ASR (File No. 333-279150).
  • New vs. previously announced: This is new information amending the prior prospectus supplement.
  • Source: (Item 8.01, para 1-4)

Item 9.01 – Financial Statements and Exhibits

  • Exhibits filed include:
    • 5.1: Legal opinion of Freshfields US LLP regarding the validity of the additional 609 shares.
    • 23.1: Consent of Freshfields US LLP included in Exhibit 5.1.
    • 104: Cover Page Interactive Data File with embedded XBRL tags.
  • Source: (Item 9.01, para 1), (Exhibit 5.1)

Exhibits Summary

  • Exhibit 5.1: Legal opinion confirming the 609 additional shares are validly issued, fully paid, and non-assessable.
  • Exhibit 23.1: Consent of Freshfields US LLP.
  • No other exhibits or press releases attached.

Financial & Dilution Impact

  • Additional 609 shares of common stock issued due to post-closing price adjustment.
  • No dollar amount or percentage dilution disclosed.
  • Unknown impact on total shares outstanding or market capitalization.

Timeline & Required Actions

  • Amendment effective as of September 26, 2025.
  • No further approvals or filings disclosed.
  • No shareholder votes or regulatory conditions noted.

Risks & Monitoring

  • No explicit risks, material uncertainties, or termination rights disclosed.
  • Investors should monitor for any further post-closing adjustments or share issuances related to acquisitions.

Metadata & Quality Checks

  • No OCR or parsing issues noted.
  • Non-GAAP reconciliation: Unknown (not applicable).
  • Forward-looking statements: None explicitly stated.
  • Related-party transactions: None disclosed.

Final Checklist

  • Identified Items: 8.01, 9.01
  • Extracted key facts and terms
  • Noted new vs. previously announced information
  • Summarized exhibits and legal opinion
  • Quantified dilution impact (shares only)
  • Provided timeline and next steps
  • Highlighted risks and monitoring points
  • Confirmed metadata and quality checks

Summary

ServiceNow’s 8-K dated September 26, 2025, reports an amendment to a prospectus supplement to register resale of an additional 609 shares of common stock issued due to a post-closing price adjustment in the Logik.io acquisition. A legal opinion confirms the validity of these shares. No other material financial or operational impacts are disclosed.

Original Filing