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ServiceNow, Inc.

For the period ended May 21, 2026. Filed Apr 6, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 21, 2026 · Filed Apr 6, 2026

NOW$101.97-0.4%Stored close · as of Nov 6, 2026
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Contents

Appendix BB-1

Appendix B

Statement Regarding Use of Non-GAAP

Financial Measures

This Proxy Statement includes the following non-GAAP financial measures, which should be viewed as additions to, and

not substitutes for or superior to, financial measures calculated in accordance with GAAP.

Income from operations. Our non-GAAP presentation of income from operations measure excludes certain non-cash

or non-recurring items, including stock-based compensation expense, amortization of purchased intangibles, legal

settlements, impairment of assets, severance costs, contract termination costs, and business combination and other

related costs including compensation expense.

Free cash flow. Free cash flow is defined as net cash provided by operating activities plus cash outflows for legal

settlements and business combination and other related costs including compensation expense, reduced by purchases

of property and equipment.

Free cash flow margin. Free cash flow margin is calculated as free cash flow as a percentage of total revenues.

Our presentation of non‑GAAP financial measures may not be comparable to similar measures used by other companies.

We encourage shareholders to carefully consider our GAAP results, as well as our supplemental non‑GAAP information

and the reconciliation between these presentations, to more fully understand our business. Please see the table below for

the reconciliation of GAAP and non‑GAAP results.

GAAP to Non-GAAP Reconciliation (in millions)

Year endedYear ended% Growth
Income from OperationsDecember 31, 2025December 31, 2024Y/Y
GAAP income from operations1,8241,364
Stock-based compensation1,9551,746
Amortization of purchased intangibles12094
Business combination and other related costs10933
Impairment of assets30—
Severance costs74—
Legal settlements—17
Contract termination costs37—
Non-GAAP income from operations4,1503,25527%

B-2

APPENDIX B

Year ended
Operating MarginDecember 31, 2025
GAAP operating margin13.5%
Stock-based compensation as % of total revenues14.5%
Amortization of purchased intangibles as % of total revenues1%
Business combination and other related costs as % of total revenues1%
Impairment of assets as % of total revenues—%
Severance costs as % of total revenues0.5%
Legal settlements as % of total revenues—%
Contract termination costs as % of total revenues0.5%
Non-GAAP operating margin31%
Year endedYear ended% Growth
Free Cash FlowDecember 31, 2025December 31, 2024Y/Y
GAAP net cash provided by operating activities5,4444,267
Purchases of property and equipment(868)(852)
Business combination and other related costs6023
Cash paid for legal settlements—17
Non-GAAP free cash flow4,6363,45534%
Year ended
Free Cash Flow MarginDecember 31, 2025
GAAP net cash provided by operating activities as % of total revenues41%
Purchases of property and equipment as % of total revenues(6.5)%
Business combination and other related costs as % of total revenues0.5%
Cash paid for legal settlements as % of total revenues—%
Non-GAAP free cash flow margin35%

Numbers rounded for presentation purposes and may not foot.

We believe information regarding the non-GAAP income from operations, non-GAAP operating margin, free cash flow and

free cash flow margin is useful to investors because it is an indicator of the strength and performance of our

business operations.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.