M&A - ServiceNow, Inc.

Form Type: 424B7

Filing Date: 2025-05-30

Corporate Action: Acquisition

Type: New

Accession Number: 000137371525000242

Filing Summary: On May 30, 2025, ServiceNow, Inc. (the 'Company') completed the acquisition of Logik.io Inc., a Delaware corporation. As part of this acquisition, the Company has registered a prospectus supplement allowing the selling stockholders to offer and resell up to 468,499 shares of common stock, acquired in connection with the acquisition. The selling stockholders may sell these shares through various means, including public or private transactions, with pricing determined at the time of sale. The Company will not receive any proceeds from these sales but will cover certain registration expenses. The common stock is listed on the New York Stock Exchange under the symbol 'NOW.' The document details the risk factors associated with investing in the common stock and outlines the distribution plan for the shares. Additionally, the selling stockholders, which include various individuals and partnerships, may adjust the number of shares sold based on market conditions. The prospectus supplement addresses that neither the SEC nor any state securities authority has approved or disapproved of these securities or determined their completeness. This document dates from May 30, 2025.

Form Type: 8-K

Filing Date: 2025-05-30

Corporate Action: Acquisition

Type: New

Accession Number: 000137371525000243

Filing Summary: On May 30, 2025, ServiceNow, Inc. filed a prospectus supplement with the U.S. Securities and Exchange Commission (SEC) related to its effective registration statement on Form S-3ASR (File No. 333-279150). This supplement pertains to the resale of shares of the Company's common stock by certain stockholders, who acquired these shares through the Company's recent acquisition of Logik.io Inc. The filing includes a legal opinion from Freshfields US LLP confirming the validity of the shares involved in this transaction.

Form Type: S-8

Filing Date: 2025-05-30

Corporate Action: Acquisition

Type: New

Accession Number: 000137371525000241

Filing Summary: On May 30, 2025, ServiceNow, Inc. filed a Form S-8 registration statement to register 26,837 shares of its common stock in connection with the Logik.io Inc. 2025 Restricted Stock Unit Plan, which was assumed as part of the company's recent acquisition of Logik.io Inc. This registration allows the company to offer shares of common stock pursuant to the restricted stock units that are unvested and outstanding under the plan. The company is categorized as a 'large accelerated filer' and operates under Delaware jurisdiction. The filing includes incorporated documents and disclosures as required by the Securities Act of 1933, ensuring that relevant information will be sent to the participants of the Assumed Plan. The document details various corporate governance provisions, including indemnity for directors and officers.

Form Type: S-4/A

Filing Date: 2025-05-13

Corporate Action: Merger

Type: New

Accession Number: 000119312525118914

Filing Summary: On May 13, 2025, ServiceNow, Inc. filed an S-4/A registration statement detailing a proposed merger with Moveworks, Inc., structured as a two-step forward merger. The agreement, signed on March 9, 2025, involves ServiceNow using Merger Sub I and Merger Sub II to acquire Moveworks. In the first step, Merger Sub I will merge with Moveworks, which will continue as a wholly-owned subsidiary. Following this, Moveworks will merge into Merger Sub II, which will persist as the surviving entity. The total expected payment for this acquisition is $2.85 billion, inclusive of cash and ServiceNow common stock, with up to 3,350,458 shares being issued to Moveworks’ securityholders. The transaction aims to qualify under Internal Revenue Code Section 368(a) as a tax-free reorganization. Importantly, the deal has been approved by Moveworks' stockholders but does not require approval from ServiceNow's shareholders. The document underscores the strategic intentions behind the merger and highlights the expectation of regulatory compliance and satisfied conditions before consolidating the transaction.

Form Type: S-4

Filing Date: 2025-04-23

Corporate Action: Merger

Type: New

Accession Number: 000119312525091451

Filing Summary: On April 23, 2025, ServiceNow, Inc. filed a registration statement for a proposed merger with Moveworks, Inc. The transaction involves ServiceNow's acquisition of Moveworks through a two-step merger process that includes a forward merger, with Merger Sub I merging into Moveworks, followed by Moveworks merging into Merger Sub II. The total consideration for this acquisition is approximately $2.85 billion, which includes cash and shares of ServiceNow common stock. The merger is expected to qualify as a tax-free reorganization under the Internal Revenue Code, and Moveworks' stockholder approval has been obtained. ServiceNow does not require shareholder approval for this transaction.

Form Type: 425

Filing Date: 2025-03-10

Corporate Action: Acquisition

Type: New

Accession Number: 000137371525000096

Filing Summary: On March 10, 2025, ServiceNow, Inc. announced the entry into an Agreement and Plan of Merger with Moveworks, Inc., wherein ServiceNow will acquire all outstanding shares of Moveworks. The press release accompanying the announcement details the terms and conditions of the merger. ServiceNow aims to enhance its product capabilities and offerings through this acquisition, which may also benefit its customers. The communication emphasizes the forward-looking nature of the statements concerning the potential outcomes and risks accompanying the merger, including regulatory approvals and integration challenges. The document advises investors and security holders to read the related filings that ServiceNow will make with the SEC regarding the proposed transaction.

Form Type: 425

Filing Date: 2025-03-10

Corporate Action: Acquisition

Type: New

Accession Number: 000137371525000099

Filing Summary: On March 10, 2025, ServiceNow, Inc. announced its proposed acquisition of Moveworks. The document includes statements from key executives regarding expectations and strategies related to the acquisition. It highlights the potential future product capabilities and expected benefits for ServiceNow and its customers. However, it also emphasizes the risks and uncertainties associated with the acquisition process, including potential regulatory approvals and challenges that may arise during the completion of the transaction. The communication serves as a cautionary notice concerning forward-looking statements and invites investors to read the forthcoming registration statement and related documents once filed with the SEC for further important details about the deal.

Form Type: 8-K

Filing Date: 2025-03-10

Corporate Action: Acquisition

Type: New

Accession Number: 000137371525000095

Filing Summary: On March 10, 2025, ServiceNow, Inc. announced its entry into an Agreement and Plan of Merger with Moveworks, Inc., where ServiceNow will acquire all outstanding shares of Moveworks. The announcement includes forward-looking statements regarding the anticipated benefits of the acquisition, potential risks, and uncertainties involved in completing the transaction, including regulatory approvals. The press release is incorporated into the filing and outlines key details about the acquisition process and implications for both companies. ServiceNow will file a registration statement on Form S-4 with the SEC to register shares of common stock related to this acquisition. Investors are urged to read this registration statement and other relevant documents carefully as they become available.