ServiceNow (NOW) Risk Factor Changes

Our certificate of incorporation and bylaws contain provisions that could depress our stock price by discouraging, delaying or preventing a change in control or changes in our management that our shareholders may deem…

We conduct significant transactions, including revenue transactions and intercompany transactions, in currencies other than the U.S.

In addition, we are subject to ongoing tax audits globally.

We may be subject to increased costs, regulations, reporting requirements, standards or expectations regarding climate-related impacts on our business.

unrest, telecommunications failure, vandalism, cyberattacks, geopolitical instability, war, the effects of climate change and other events beyond our control.

Our ability to achieve published corporate sustainability goals and commitments is subject to numerous factors both within and outside of our control.

Our failure or perceived failure to achieve our corporate sustainability goals or maintain corporate sustainability practices that meet evolving stakeholder expectations could adversely affect us.

Despite our efforts to protect our proprietary rights, policing unauthorized use of our IP and technology is difficult, and we may be required to spend significant resources to monitor and protect our IP rights.

We may not be able to protect or enforce our IP rights.

We rely on our information systems and those of third parties to operate and scale our business.

Delays in improving our information systems and processes could interfere with our ability to support our existing and growing base of customers and employees as we scale.

In the highly competitive technology industry, we face ongoing challenges in attracting and retaining top talent across various roles, such as product development and engineering (particularly with AI and machine lear…

There is increasingly intense competition for talent in the technology industry.

In most instances, our customers are responsible for configuring and determining access levels to the data held in their particular instance for their employees and service providers.

We have identified vulnerabilities in our products and services in the past and expect to continue to do so in the future.

In the ordinary course of our business, we store, transmit, generate, and process our and our customers’ confidential, proprietary and sensitive data.

•potential financial, credit or regulatory risks associated with acquiring a business or a part thereof, including risks of delayed, conditioned or denied regulatory clearances and risks relating to customers, supplie…

As we continue to expand our business internationally, we will inevitably do more business with large private enterprises and the public sector in countries outside of the U.S.

assumed by such third-party distributor or reseller.

We may face new or heightened legal, ethical and other challenges arising out of the perceived or actual impact of AI on human rights, IP, privacy, security, employment and the environment, among other areas.

AI technology is evolving quickly.

We are increasingly innovating and expanding offerings on our platform by integrating AI technology into our customer-facing products and internal operations.

•more prevalent cybersecurity, IP and AI risks; and

•governmental direction, business practices and/or cultural norms that may favor local companies;

•compliance with multiple, conflicting and changing governmental laws and regulations, including antitrust and competition regulations;

Sales outside of North America represented 37% of our total revenues for each of the years ended December 31, 2025 and 2024.

•successfully deliver and promote new, scalable technologies and products, such as AI, to meet customer needs and priorities;

Competitors, regardless of their size, may be able to respond more quickly and effectively to new or changing opportunities, technologies, standards, customer requirements and buying practices.

A failure to innovate and adapt how we offer our products in response to rapidly evolving technological changes and in the midst of an intensely competitive market may harm our competitive position and business prospe…

We offer some region-specific services where customer data is hosted locally and customers may elect to receive support from locally-based ServiceNow teams.

Governments have adopted, and likely will continue to adopt, laws and regulations affecting the use, storage and movement of data, including laws related to data privacy and security, the use of machine learning and A…

•Our failure or perceived failure to achieve our corporate sustainability goals or maintain corporate sustainability practices that meet evolving stakeholder expectations could adversely affect us.

•We may not be able to protect or enforce our IP rights.

•Delays in improving our information systems and processes could interfere with our ability to support our existing and growing base of customers and employees as we scale.

•A failure to innovate and adapt how we offer our products in response to rapidly evolving technological changes and in the midst of an intensely competitive market may harm our competitive position and business prosp…

•require super-majority voting to amend certain provisions in our certificate of incorporation and bylaws;

fluctuations have adversely affected and could continue to adversely affect our financial results or cause our results to differ from investor expectations or our own guidance in any future periods.

and well founded, if our position were successfully challenged by taxing authorities in other jurisdictions, we may become subject to significant tax liabilities.

Additionally, our future effective tax rate could be impacted by changes in accounting principles or changes in federal, state or international tax laws or tax rulings and these changes may have a retroactive effect.

We may be subject to increased costs, regulations, reporting requirements, standards or expectations regarding climate change-driven impacts on our business.

We rely on our information systems and those of third parties to operate and scale our business.

Our business depends on our platform to be available without disruption.

experience increased costs that may not be offset by either improved productivity or higher sales, potentially resulting in a reduction in our profitability.

In most instances, our customers are responsible for administering access to the data held in their particular instance for their employees and service providers.

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 s…

Competitors, regardless of their size, may be able to respond more quickly and effectively to new or changing opportunities, technologies, standards, customer requirements and buying practices.

Additionally, our future effective tax rate could be impacted by changes in accounting principles or changes in federal, state or international tax laws or tax rulings and these changes may have a retroactive effect.

Natural disasters or other catastrophic events may damage or disrupt our operations, international commerce and the global economy, and thus could have a negative effect on our business.

proprietary rights or to establish the validity of our proprietary rights.

We also have a large ecosystem of vendors and service providers that we use for our products, and a data compromise, supply chain issue or other incident involving a critical service provider could impact our ability…

reduce our productivity.

Our business depends on our platform to be available without disruption.

continue to be changes in our management team.

vulnerabilities.

those countries.

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 ris…

managing local operations.

Further, to remain competitive, we may make significant investments in changing how we offer our products or services.

to use, store or otherwise process customer data in connection with providing services and could alter or increase our compliance requirements.