ServiceNow, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrantþ

Filed by a Party other than the Registranto

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material under §240.14a-12

SERVICENOW, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ No fee required.

o Fee paid previously with preliminary materials.

o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1)and 0-11.

Message from Our

Chairman of the Board and

Chief Executive Officer

Dear Fellow Shareholders,

You are cordially invited to attend the 2026 Annual Shareholders Meeting (the “Annual Meeting”) of ServiceNow, Inc., a

Delaware corporation (“ServiceNow”), that will be held virtually via live webcast on Thursday, May 21, 2026, at 10:00 a.m.

Pacific Time.

You can participate by visitingwww.virtualshareholdermeeting.com/NOW2026. As a shareholder, all you need to join the

meeting is the 16-digit control number printed in the box marked by the arrow on your Notice Regarding Availability of

Proxy Materials (the “Notice of Internet Availability”). You may submit comments and questions before the meeting at the

same website address.

You will be able to listen to the official meeting, submit questions and comments and vote your shares from any location

with an Internet connection. Questions may be submitted before the meeting as well at the website noted above. Our

virtual meeting format allows us to increase shareholder access, saves us and our shareholders time and money, and

preserves the rights and opportunities of our shareholders to participate in the meeting as if attending in person.

We have elected to deliver our proxy materials to our shareholders over the Internet. Similar to the benefits of holding our

meeting virtually, our proxy delivery process lowers the costs of printing and distributing materials without adversely

impacting our ability to provide shareholders with timely access to important information.

On or about April 6, 2026, we expect to mail to our shareholders the Notice of Internet Availability containing instructions

on how to access our Proxy Statement for our Annual Meeting and our 2025 Annual Report to shareholders. The Notice of

Internet Availability also provides instructions on how to vote by mail or over the Internet and includes instructions on how

to receive a paper copy of the proxy materials by mail.

The matters we will discuss and vote on at the Annual Meeting are described in the notice of annual meeting on the next

page and in our Proxy Statement that follows.

Please use this opportunity to share your views by participating in our meeting and voting your shares. Even if you cannot

participate in the meeting, please vote over the Internet, by telephone or by requesting and mailing your proxy card to

ensure your representation at the meeting. Your vote is important.

We appreciate your continued support of ServiceNow as we build the Defining AI Enterprise Software Company of the

21 st Century.

Sincerely,

William R. “Bill” McDermottChairman of the Board and Chief Executive Officer

II

Notice of 2026 Annual Meeting

In addition, shareholders may be asked to consider and vote on such other

business as may properly come before the Annual Meeting.

All shareholders are invited to attend the Annual Meeting. Any shareholder

attending the Annual Meeting may vote online at the Annual Meeting even if

the shareholder previously voted. The previous votes will be superseded by

the vote such shareholder casts online at the Annual Meeting.

Thank you for your continued support of ServiceNow.

By Order of the Board of Directors,

Hossein Nowbar

President, Chief Legal Officer and Secretary

April 6, 2026

Date and TimeMay 21, 2026 (Thursday)10:00 a.m., Pacific Time

Record DateOnly shareholders of record at the close of business on March 23, 2026, are entitled to notice of, and to vote at, the Annual Meeting.

How to Vote

Internetwww.proxyvote.com

MailMark, sign and date your proxy card and return it in the postage-paid envelope

QR CodeScan the QR code on your voting materials to vote with your mobile device

Whether or not you expect to attend

the Annual Meeting, we encourage

you to read this Proxy Statement

and vote over the Internet, by

telephone, by requesting and

mailing your proxy card or by

mobile device as soon as possible,

so that your shares may be

represented at the Annual Meeting.

For specific instructions on how to

vote your shares, please refer to the

section titled “Annual Meeting

General Information” beginning on

page 119 of the proxy statement and

the instructions on the enclosed

Notice of Internet Availability.

Table of Contents

This Proxy Statement contains forward-looking statements. All statements contained in this Proxy Statement other than statements of historical or

current fact, including statements regarding our executive compensation plans, business strategy and plans and financial targets are

forward-looking. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect" and similar expressions are intended to

identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are

based on our management’s beliefs and assumptions and on information currently available to management as of the date of this Proxy

Statement. Actual results could differ materially from the results expressed or implied by the forward-looking statements we make. Factors that

may cause actual results to differ materially from those expressed or implied in any forward-looking statement include, but are not limited to, those

discussed in the section titled “Risk Factors” in our 2025 Annual Report on Form 10-K. We undertake no obligation, and do not intend, to update

the forward-looking statements.

On December 17, 2025, the Company effected a 5-for-1 split of its common stock (the “Stock Split”) with a proportionate increase in the number of

shares of authorized common stock. All references made to common share, equity award and per share amounts throughout this proxy statement

have been retroactively adjusted to reflect the Stock Split.

The content of the websites, and additional materials found on those websites, referred to in this Proxy Statement are not deemed to be part of,

and are not incorporated by reference into, this Proxy Statement.