4 paragraphs in Risk Factors of the 10-K filed Jan 29, 2026
with nothing like them in the 10-K filed Jan 30, 2025. Quoted exactly.
Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 74 Technology companies:
a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it.
A paragraph most of them have is marked boilerplate. No line means no other company has one like it.
This counts text; it does not say how serious a risk is.
Further, to remain competitive, we may make significant investments in changing how we offer our products or services. These changes could include, among others, bundling certain products and services, modifying service delivery methods, or altering pricing models, such as incorporating more consumption-based pricing components into our offerings. However, customers may not be satisfied with these changes, and, as a result, we may not recover the cost or realize the anticipated benefits of our investments. With respect to service delivery methods, we entered into agreements with public cloud service providers to achieve greater operational and financial efficiencies. Our strategy of migrating an increasing portion of Company hosted instances to these providers depends on our ability to adequately prepare our operations to facilitate the migration, our customers’ willingness to use public cloud services to host their instances, and customer demand not materially falling short of our commitments with the public cloud service providers.
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managing local operations. Risks associated with making our products and services available in international markets include, for example:
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Our public sector customers may have contractual, statutory or regulatory rights to terminate current contracts with us or our third-party distributors or resellers for convenience or due to a default, though such risk may be
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vulnerabilities. We also have inherited and may in the future inherit additional security risks from acquiring or partnering with other companies.
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New in the latest 10-Q
14 paragraphs in the 10-Q filed Oct 28, 2026 with nothing like
them in the 10-Q filed Jul 23, 2026 (at least half the words must differ; new numbers alone do not count).
Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
During the nine months ended September 30, 2026, the Company initiated a workforce optimization strategy that streamlines certain functions in the organization by leveraging AI-driven efficiencies and investing in talent in key strategic areas. Employee severance and related costs associated with the strategy are recognized as one-time employee termination costs when employee notification occurs. For ongoing employee benefit arrangements, severance and related costs are recognized when it becomes probable that an obligation has been incurred and the amount can be reasonably estimated.
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As of September 30, 2026 and December 31, 2025, unrealized losses of $ 17 million and $ 14 million, respectively,
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CRM. The aggregate purchase price consideration for Moveworks was $2.4 billion, which was comprised of the following (in millions):
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The Performance Period ended on September 30, 2026 and as of the end of the Performance Period, the first four tranches had vested based on achievement of both the performance and market conditions. Fair value was measured on the grant date using a Monte Carlo simulation and compensation expense was recognized on a graded vesting basis over the applicable requisite service period for each respective tranche. No compensation expense was recognized for tranches that did not achieve their applicable performance condition before the end of the Performance Period.
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As a strategy to optimize our workforce through AI-driven efficiencies and investment in talent in key strategic areas, the Company streamlined certain functions in our organizational structure. As a result, total employee severance and related costs recorded during the three and nine months ended September 30, 2026 were $ 87 million and $ 167 million, respectively. The Company’s approved program focused on driving further operational efficiencies is expected to be substantially completed in 2026.
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Severance and related costs are included within our condensed consolidated statements of comprehensive income across all functional expenses, with the majority recorded in sales and marketing expenses, research and development expenses and general and administrative expenses.
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For the nine months ended September 30, 2026, changes in current liabilities resulting from severance and related costs were as follows (in millions):
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Severance and related costs Balance as of December 31, 2025 $ 20 Severance and related costs 167 Cash payments (153) Balance as of September 30, 2026 $ 34
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As a strategy to optimize our workforce through AI-driven efficiencies and investment in talent in key strategic areas, the Company streamlined certain functions in our organizational structure. While we eliminated roles in some areas, we plan to continue to hire in key strategic areas. As a result, total employee severance and related costs recorded during the three and nine months ended September 30, 2026 were $87 million and $167 million, respectively.
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Other information
On October 26, 2026, the Leadership Development and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of ServiceNow, Inc. (the “Company”) unanimously approved grants to certain senior executive leaders of the Company (each, a “Recipient”) of restricted stock unit awards (each such award, a “Leadership Award” and collectively, the “Leadership Awards”) under the Company’s Amended and Restated 2021 Equity Incentive Plan.
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The Leadership Awards reflect the Board's desire to retain and incentivize our current senior leadership team during an exceptionally competitive period for enterprise technology talent, and to promote the stability and retention of a high-performing leadership team over the longer term. The awards recognize the strong execution and momentum our leadership has demonstrated in advancing our strategic priorities and are designed to incentivize sustained focus on long-term shareholder value creation, particularly as we navigate the significant industry transitions driven by AI innovation and heightened competition for top enterprise technology talent. The grants are designed with back-loaded vesting through 2029 to sustain leadership continuity, reinforce long-term commitment to our strategic objectives and maintain a strong succession plan.
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The Leadership Awards, granted on October 26, 2026, are scheduled to vest as follows: 25% on December 31, 2027, 35% on December 31, 2028, and 40% on December 31, 2029, subject to the Recipient’s continued employment with the Company through each applicable vesting date. Each of the Company’s named executive officers for fiscal year 2025 who remains employed by the Company is a Recipient, and the target values of their Leadership Awards are as follows: William R. McDermott, Chairman and Chief Executive Officer ($50,000,000), Amit Zavery, President, Chief Product Officer and Chief Operating Officer ($25,000,000), Paul Fipps, President, Global Customer Operations ($22,500,000), Gina Mastantuono, President and Chief Financial Officer ($17,750,000) and Jacqueline C. Canney, Chief People and AI Enablement Officer ($11,300,000).
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Under the terms of the award agreement, any unvested portion of a Recipient’s Leadership Award will be forfeited when such Recipient’s service with the Company ends, except in connection with a Recipient’s death, Disability or a Qualifying Termination in connection with a Change in Control, in which case the Leadership Award will be treated in accordance with the Company’s Executive Severance Policy. Capitalized terms not defined here have the meanings given in the Severance Policy.
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The foregoing summary of the terms and conditions of the Leadership Awards set forth above does not purport to be complete and is qualified by reference to the provisions of the Company’s Amended and Restated 2021 Equity Incentive Plan and form of Global Restricted Stock Unit Agreement, copies of which were filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 22, 2026, and Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed April 23, 2026, respectively.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Oct 28, 2026 against Item 1A of the 10-K filed Jan 29, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
Added10-Q 2026-10-28 vs 10-K 2026-01-29
The Company’s business, financial condition, results of operations and stock price can be affected by a number of factors, whether currently known or unknown, including those described under the section “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on January 29, 2026. When any one or more of these risks materialize from time to time, the Company’s business, financial condition, results of operations and stock price can be materially adversely affected. There have been no material changes to the Company’s risk factors since our Annual Report on Form 10-K.
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Added10-Q 2026-10-28 vs 10-K 2026-01-29
On May 16, 2023, our board of directors authorized a program to repurchase up to $1.5 billion of our common stock (the “Share Repurchase Program”). In January 2025 and January 2026, our board of directors authorized an additional $3.0 billion and $5.0 billion, respectively, in repurchases under the Share Repurchase Program. During the three months ended September 30, 2026, we did not repurchase any shares pursuant to the Share Repurchase Program. As of September 30, 2026, approximately $4.2 billion of the authorized amount under the Share Repurchase Program remained available for future repurchases.
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