10-K 0001373715-26-000007 (2026-01-29) vs 10-K 0001373715-25-000010 (2025-01-30)
| Section | Compared text | Words now | Changed |
| Risk Factors | Item 1A | 11,785 |
17.0% |
| MD&A | Item 7 | 8,144 |
14.2% |
| Legal Proceedings | Item 3, via Note 18 – Commitments and Contingencies | 0 |
not compared |
| Accounting Policies | Item 8, Note 2 – Summary of Significant Accounting Policies | 0 |
not compared |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Risk Factors 420 words changed in this paragraph; it is 45% similar to last year's version.
Our business depends on our platform to be available without disruption. From time to time, we have experienced and expect to continue to experience defects, disruptions, data loss, outages and other performance and quality problems with our platform. New defects may be detected in the future and may arise from our increasing use of the public cloud. cloud service providers. For example, we provide regular updates to our services, which can contain undetected defects. Defects may also be introduced by our use of third-party software, including open-source software. Disruptions Disruptions, data loss and service degradation may result from errors we make in developing, delivering, configuring or hosting our services, or designing, installing, expanding or maintaining our cloud infrastructure. Disruptions in service can They may also result arise from incidents outside of our control, including third-party incidents or incidents, denial of service or ransomware attacks, among others. We as well as from our efforts to address vulnerabilities and security incidents. Although we currently serve our customers primarily using equipment managed by us and co-located in third-party data centers operated by several different providers located around the world, and worldwide, we expect to increasingly serve certain of our customers using data center facilities operated by public cloud service providers. These data centers are vulnerable to damage or interruption from earthquakes, hurricanes, floods, fires, power failures and similar events. They may also be subject to break-ins, sabotage, intentional acts of vandalism and similar misconduct, equipment failure and adverse events caused by operator error or negligence. In addition, an increased use of the As our reliance on public cloud increases our vulnerability to cyberattacks. Despite precautions taken at these centers, problems at these centers have occurred, resulting in interruptions in our services. Such problems could occur again and result in similar or lengthier service interruptions and the loss of customer data. In addition, our customers may use our services in ways that cause disruptions in service for other customers. In addition to data center providers, we also have a large ecosystem of vendors and service providers that increases, we use for face heightened risks of outages or performance degradation beyond our products. If there is a compromise to data, direct control. Similarly, supply chain issue issues or other incident with our incidents involving critical service providers, it may impact providers could disrupt our ability to provide our services and reduce our productivity. Our customers use our services to manage important aspects of their businesses, and our reputation and business will be adversely affected if our customers and potential customers believe our services are unreliable. Disruptions operations or defects in our services may reduce our revenues, cause us to issue credits or pay penalties, subject us to claims and litigation, cause our customers to delay payment or terminate or fail to renew their subscriptions, and adversely affect our ability to attract new customers. Similarly, customers may have unique requirements for system resiliency and performance depending on their business models and customers in highly regulated markets may have more demanding requirements that we may not be able to, or may not choose to, meet. The occurrence of payment delays, service credit, warranty or termination for material breach or other claims against us could result in an increase in our bad debt expense, an increase in collection cycles, an increase to our service level credit accruals, other increased expenses or risks of litigation. We may not have insurance sufficient to compensate us for potentially significant losses that may result from claims arising from disruptions to our services.
Source: Item 1A, 10-K 0001373715-26-000007 vs Item 1A, 10-K 0001373715-25-000010
MD&A 113 words changed in this paragraph; it is 74% similar to last year's version.
Number of customers with ACV greater than $1 $5 million. We count the total number of customers with annual contract value (“ACV”) greater than $1 $5 million as of the end of the period. We had 2,109, 1,885, 603, 502, and 1,626 420 customers with ACV greater than $1 $5 million as of December 31, 2024, 2023 2025, 2024 and 2022, 2023, respectively. For purposes of customer count, a customer is defined as an entity that has a unique Dunn & Bradstreet Global Ultimate (“GULT”) Data Universal Numbering System (“DUNS”) number and an active subscription contract as of the measurement date. The DUNS number is a global standard for business identification and tracking. We make exceptions for holding companies, government entities and other organizations for which the GULT, in our judgment, does not accurately represent the ServiceNow customer. For example, while all U.S. government agencies roll up to “Government of the United States” under the GULT, we count each government agency that we contract with as a separate customer. Our customer count is subject to adjustments for acquisitions, spin-offs and other market activity; accordingly, we restate previously disclosed number of customers with ACV greater than $1 million calculations to allow for comparability. ACV is calculated based on the foreign exchange rate in effect at the time the contract was signed. Foreign exchange rate fluctuations could cause some variability in the number of customers with ACV greater than $1 million. We believe information regarding the total number of customers with ACV greater than $1 million provides useful information to investors because it is an indicator of our growing customer base and demonstrates the value customers are receiving from the Now Platform.
Source: Item 7, 10-K 0001373715-26-000007 vs Item 7, 10-K 0001373715-25-000010
Every change, by type
Sentences and paragraphs of NOW's Risk Factors and MD&A, 10-K 2026-01-29 against 10-K 2025-01-30.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
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.
Read it in 10-K 2026-01-29 at sec.gov ↗
AddedRisk Factors
managing local operations. Risks associated with making our products and services available in international markets include, for example:
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AddedRisk Factors
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
Read it in 10-K 2026-01-29 at sec.gov ↗
AddedRisk Factors
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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RemovedRisk Factors
Further, in response to evolving customer needs, we may make significant investments in changing how we offer our products or services, such as bundling offerings or shifting to consumption-based pricing for support services or how our services are delivered or priced. However, customers may not be satisfied with these changes and, therefore, may not grow or maintain their business with us.
Read it in 10-K 2025-01-30 at sec.gov ↗
RemovedRisk Factors
In most instances, our customers are responsible for administering access to the data held in their particular instance for their employees and service providers. While our software is delivered with certain preset configurations, we
Read it in 10-K 2025-01-30 at sec.gov ↗
RemovedRisk Factors
and well founded, if our position were successfully challenged by taxing authorities in other jurisdictions, we may become subject to significant tax liabilities.
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RemovedRisk Factors
•require super-majority voting to amend certain provisions in our certificate of incorporation and bylaws;
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RewordedRisk Factors
Global tax developments applicable to multinational businesses and increased scrutiny under tax examinations, as well as These developments, along with changes in federal, state U.S. or international foreign tax laws or rulings that the interaction of Pillar 2 with other tax regimes, may increase our worldwide effective tax rate, rate and could have a material impact on our business. financial results.
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RewordedRisk Factors
Actual or perceived non-compliance with those laws and regulations could laws, regulations, or the terms of our region-specific service offerings may result in investigations or proceedings or investigations against us by regulatory authorities or others, lead to significant fines, fines or damages, orders, litigation or litigation, reputational harm and may otherwise adversely impact other adverse impacts on our business.
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RewordedRisk Factors
If there is We also have a compromise to data, large ecosystem of vendors and service providers that we use for our products, and a data compromise, supply chain issue or other incident with our involving a critical service providers, it may provider could impact our ability to provide our services and reduce our productivity.
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RewordedRisk Factors
In addition, from time to time, the U.S. and other key international economies have been impacted and may continue to be impacted by geopolitical and economic instability, These conditions include, among others, high levels of credit defaults, international trade disputes, changes in demand for various goods and services, high levels of persistent unemployment, wage and income stagnation, restricted credit, poor liquidity, reduced corporate profitability, volatility in credit, equity and foreign exchange markets, inflation, bankruptcies, tariffs, international trade agreements, export controls, economic and trade sanctions, health crises and overall economic uncertainty.
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RewordedRisk Factors
Disruptions in service can They may also result arise from incidents outside of our control, including third-party incidents or incidents, denial of service or ransomware attacks, among others. as well as from our efforts to address vulnerabilities and security incidents.
Read it in 10-K 2026-01-29 at sec.gov ↗
RewordedRisk Factors
In addition, we may be subject to income tax audits by tax Many jurisdictions throughout the world, many of which have not established clear guidance on the tax treatment of cloud computing companies. and digital services.
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RewordedRisk Factors
There In addition, we cannot be certain that we will be able to prevent, detect or remediate all vulnerabilities, and there have been delays and may continue to be delays in developing patches that can be effectively deployed to address vulnerabilities.
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RewordedRisk Factors
The occurrence of payment delays, service credit, warranty or termination for material breach or other claims against us could result in an increase in our bad debt expense, an increase in longer aggregate collection cycles, an increase to our service level credit accruals, accruals and other increased expenses or risks and a heightened risk of litigation.
Read it in 10-K 2026-01-29 at sec.gov ↗
RewordedRisk Factors
Our business operations are subject to interruption by natural disasters, flooding, fire, extreme heat, power shortages, pandemics, terrorism, political unrest, telecommunications failure, vandalism, cyberattacks, geopolitical instability, war, the effects of climate change and other events beyond our control.
Read it in 10-K 2026-01-29 at sec.gov ↗
RewordedRisk Factors
These laws, regulations and contractual provisions may also include encompass rights with respect to price protection, refund and setoff, performance the provision of services in languages other than English, the accuracy of information provided to the government, contractor compliance with supplier diversity policies, constraints on certain business and sales practices practices, and other obligations that are particular to government contracts.
Read it in 10-K 2026-01-29 at sec.gov ↗
RewordedRisk Factors
For example, the EU Data Act has significant requirements regarding data portability, interoperability and accessibility and requirements, as well as unclear data transfer restrictions, any of which restrictions that could impact our operations.
Read it in 10-K 2026-01-29 at sec.gov ↗
RewordedRisk Factors
AI technology is rapidly evolving and to To remain competitive, we will need to must make significant investments to continue to successfully develop and incorporate the this technology into our products.
Read it in 10-K 2026-01-29 at sec.gov ↗
Quiet changesRisk Factors
We expect consider AI to be an increasingly important driver of future growth, although, like many innovations, it presents risks and uncertainties that may impact our ability to realize its desired or anticipated benefits for our business.
Read it in 10-K 2026-01-29 at sec.gov ↗
AddedMD&A
ServiceNow delivers solutions that help public and private organizations govern, secure and manage artificial intelligence and digitalize and streamline workflows to drive collaboration, productivity and better experiences across the enterprise. At the core of these solutions is the ServiceNow AI Platform (“Platform”), a robust, cloud-based Platform that facilitates comprehensive delivery of seamless workflows and drives digital transformation across all departments and personas within an organization. Our Platform’s single data fabric and integrated data layer supports organizations’ operationalization of their AI strategy with speed, scale and security. Our workflow applications built on the Platform are grouped into four areas: Technology, CRM and Industry, Core Business, and Creator and Other. We offer an innovative suite of products, including AI-powered applications, and services designed to automate workflows, integrate systems and empower employees, regardless of existing systems, cloud environments or collaboration tools. Our one platform architecture provides the foundation for organizations to seamlessly integrate AI, data, and workflows and create intelligent processes across their enterprise.
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AddedMD&A
On December 5, 2025, our board of directors approved and declared a 5-for-1 split of our common stock (“Stock Split”), with a proportionate increase in the number of shares of authorized common stock. The Stock Split had a record date of December 16, 2025 and an effective date of December 17, 2025. The par value per share of our common stock remains unchanged at $0.001 per share after the Stock Split. Accordingly, an amount equal to the par value of the additional issued shares resulting from the Stock Split was reclassified from additional paid-in capital to common stock. All references made to common share, equity award and per share amounts throughout this Management's Discussion and Analysis of Financial Condition and Results of Operations have been retroactively adjusted to reflect the effects of the Stock Split.
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AddedMD&A
Because we primarily transact in foreign currencies for sales outside of the United States, the general weakening of the U.S. Dollar relative to other major foreign currencies had a favorable impact on our revenues for the year ended December 31, 2025. For entities reporting in currencies other than the U.S. Dollar, if we had translated our results for the year ended December 31, 2025 at the exchange rates in effect for the year ended December 31, 2024 rather than the actual exchange rates in effect during the period, our reported subscription revenues would have been $128 million lower, excluding the impact of our cash flow hedging program. The impact from the foreign currency movements for the year ended December 31, 2025 compared to December 31, 2024 was not material for professional services and other revenues.
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AddedMD&A
year ended December 31, 2025. The gains (losses) recognized for these foreign currency forward contracts in other expense, net, were immaterial for the year ended December 31, 2024.
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AddedMD&A
On July 4, 2025, H.R. 1, the "One Big Beautiful Bill Act," was enacted into law, bringing significant amendments to the U.S. tax code. This legislation extends and modifies provisions from the 2017 Tax Cuts and Jobs Act and introduces new tax measures affecting both businesses and individuals. The enacted legislation had an immaterial impact on the Company’s effective tax rate for the year ended December 31, 2025. The Company will continue to monitor any future changes in its business or interpretations of the new tax law that could affect its tax position in subsequent periods.
Read it in 10-K 2026-01-29 at sec.gov ↗
AddedMD&A
Our supply chain finance (“SCF”) program provides suppliers with the opportunity to sell their receivables due from us to a global financial institution. A supplier’s election to receive early payment at a discounted amount from the financial institution does not change the amount that we must remit to the financial institution on our payment date, which is generally 90 days from the invoice date. As of December 31, 2025, our outstanding payment
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AddedMD&A
obligations to suppliers participating in the SCF program totaled $87 million. These obligations are included in accounts payable in our consolidated balance sheets, and all activity related to these obligations is presented within operating activities in the consolidated statements of cash flows.
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RemovedMD&A
ServiceNow was founded on a simple premise: to make work flow better. Our intelligent platform, the Now Platform, is a cloud-based solution that helps enterprises and organizations across public and private sectors digitize workflows, in line with our purpose of making the world work better for everyone. Our workflow applications built on the Now Platform are organized along four primary areas: Technology, Customer and Industry, Employee and Creator. The Now Platform is the AI platform for digital transformation. Transformations enabled by the Now Platform rapidly automate business processes across an entire enterprise by seamlessly connecting disparate departments, systems and silos to unlock productivity and improve experiences for both employees and customers.
Read it in 10-K 2025-01-30 at sec.gov ↗
RemovedMD&A
In January 2024, we completed an assessment of the useful life of our data center equipment and determined we should increase the estimated useful life of data center equipment from four to five years. This change in accounting estimate was effective beginning fiscal year 2024. Refer to Note 2 “Summary of Significant Accounting Policies,” in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information on our change in estimated useful life of our data center equipment during 2024.
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RemovedMD&A
Our digital workflow products include most of our product offerings and are generally priced on a per user basis. Our remaining product offerings, primarily comprised of our IT Operations Management (“ITOM”) products, are predominantly priced on a subscription unit basis.
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RewordedMD&A
The net increase decrease in cash used in investing activities was primarily due to a $167 $2,603 million increase decrease in net purchases of investments, a $158 marketable securities, partially offset by an $875 million increase in purchases of property and equipment, a $106 million increase in purchases of non-marketable strategic investments and a $37 $971 million increase in purchases of other intangible assets, partially offset by a $166 million decrease in cash used in business combinations.
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RewordedMD&A
We anticipate cash flows generated from operations, cash, cash equivalents equivalents, marketable securities and investments long-term marketable securities will be sufficient to meet our liquidity needs for at least the next 12 months. months, although we do expect to seek additional debt financing to fund our acquisition of Armis Security Ltd. discussed in Note 5 “Business Combinations” in the notes to our consolidated financial statements.
Read it in 10-K 2026-01-29 at sec.gov ↗
RewordedMD&A
Year Ended December 31, 2025 2024 2023 2022 (in (dollars in millions) GAAP income from operations $ 1,824 $ 1,364 $ 762 $ 355 Stock-based compensation 1,955 1,746 1,604 1,401 Amortization of purchased intangibles 120 94 85 80 Business combination and other related costs 109 33 38 24 Impairment of assets 30 — — Severance costs 74 — — Legal settlements — 17 — Contract termination costs 37 — — Non-GAAP income from operations $ 4,149 $ 3,254 $ 2,489 $ 1,860
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RewordedMD&A
We expect our subscription gross profit percentage to decrease slightly for the year ended ending December 31, 2025 2026 compared to the year ended December 31, 2024. 2025, primarily due to the ongoing growth of our third-party cloud services usage and incremental amortization expense of intangible assets acquired through acquisitions completed during the year ended December 31, 2025.
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RewordedMD&A
Net Year Ended December 31, 2025 2024 2023 (dollars in millions) GAAP net cash provided by operating activities $ 5,444 $ 4,267 $ 3,398 $ 2,723 Purchases of property and equipment (868) (852) (694) (550) Business combination and other related costs 60 23 24 7 Legal settlements — 17 — — Free Non-GAAP free cash flow $ 4,636 $ 3,455 $ 2,728 $ 2,180
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RewordedMD&A
Cost of professional services and other revenues increased by $30 $69 million for the year ended December 31, 2024 2025 as compared to the prior year, primarily due to driven by an increase in partner ecosystem investments spend to further help accelerate customer value realization, partially offset by a decrease in fixed personnel-related costs, including stock-based compensation, due to decreased internal headcount. realization.
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RewordedMD&A
The net increase in cash used in financing activities is primarily due to a $241 $1,144 million increase in repurchases of common stock and a $70 million increase in taxes paid related to net share settlement of equity awards, offset by a $184 million increase decrease in business combination related to the second installment payment in the acquisition of G2K Group GmbH and a $158 million increase in repurchases of common stock, offset by a $43 $33 million increase in proceeds from employee stock plans.
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RewordedMD&A
Expenses Depreciation expense related to infrastructure hardware equipment and expenses associated with software, maintenance, third-party cloud services and other costs to costs, which together support the expansion of our data center capacity increased by $85 $277 million for the year ended December 31, 2024, 2025, as compared to the prior year.
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RewordedMD&A
Sales and marketing 586 565 505 12 4 Research and development 791 655 579 13 21 General and administrative 234 230 266 (14 2 Total stock-based compensation $ 1,955 $ 1,746 $ 1,604 9 12 Percentage of revenues 16 % 18 % 15% 16%
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RewordedMD&A
General and administrative expenses (“G&A”) increased by $73 $187 million during the year ended December 31, 2024, 2025, compared to the prior year, primarily due to increased headcount resulting in an increase in personnel-related costs, excluding costs including stock-based compensation, compensation of $37 $39 million and an increase in outside services of $78 million.
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RewordedMD&A
Year Ended December 31, % Change 2025 2024 2023 (dollars in millions) Interest expense $ (23) $ (24) (4 (23) — Other 9 (22) (32) (31 (141 Other expense, net $ (14) $ (45) $ (56) (20 (69 Percentage of revenues — % (1%) —% —%
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RewordedMD&A
Year Ended December 31, % Change 2025 2024 2023 (dollars in millions) Income before income taxes $ 2,261 $ 1,738 $ 1,008 72% 30% Provision for (benefit from) income taxes 513 313 (723) NM 64% Effective tax rate 18 % (72 NM 23% 18%
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