NOW DEFA14A SEC Filing Analysis

Latest settled — T+5d

NOW ▲ +13.02% at T+5d

NEUTRAL call ✓ call won +13.02% · α vs SPY +13.11% · entry $91.32 → $103.21

Next anchor: T+20d in 16d

Last close $102.13 (close May 22) · +11.84% from $91.32 entry

Entry anchored
May 11, 2026
via day open

T+1d

-2.74%

call -2.74% · α -2.60%

$88.82

settled 12d ago

T+5d

+13.02%

call +13.02% · α +13.11%

$103.21

settled 6d ago

T+20d

—

call — · α —

—

in 16d

T+60d

—

call — · α —

—

in 2mo

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Executive Summary

ServiceNow filed additional definitive proxy materials for its May 21, 2026 Annual Meeting, highlighting strong FY2025 financial results (21% subscription revenue growth, $13.3B total revenues, 31% non-GAAP operating margin) and requesting shareholder approval for an additional 38 million shares under the 2021 Equity Incentive Plan. The board recommends voting against a shareholder proposal for the right to act by written consent.

Actionable Insight

The proxy solicitation is routine for the annual meeting; the equity plan increase may cause minor dilution if approved. Monitor vote outcome on May 21, but given strong financial performance, management's proposals are likely to pass. The written consent proposal is expected to be defeated as recommended by the board.

Key Facts

FY2025 subscription revenue grew 21% YoY to $12.9B, total revenues $13.3B
Non-GAAP operating margin 31%, free cash flow $4.6B (35% margin)
Board nominates Eric S. Yuan (Zoom CEO) as new director
Seeking approval for 38M additional shares under 2021 Equity Incentive Plan
Board recommends AGAINST Proposal 6 (right to act by written consent)

Financial Impact

Request for 38M additional shares under equity incentive plan (potential dilution ~4-5% based on ~950M shares outstanding)

dilution

Risk Factors

Potential dilution from 38M additional equity shares
Shareholder proposal for written consent could pass if sufficient support, though board opposes

Market Snapshot

Exchange

NYSE

Sector

Services-Prepackaged Software

Analyst Consensus

89% bullish (54 analysts)

Documents Analyzed

This report is based on 4 SEC documents filed with EDGAR.

Document	Accession Number
DEFA14A Filing (Primary)	0001373715-26-000058
Document: 0001373715-26-000058-index-headers.html	0001373715-26-000058
Document: 0001373715-26-000058-index.html	0001373715-26-000058
Document: 0001373715-26-000058.txt	0001373715-26-000058

7 reports for NOW

T+1T+5T+20T+60

67% Hit rate 2 of 3 directional calls best @ T+20▲ +21.89%Apr 22, 2026

Filters

Reports for NOW — sortable, filterable
	Type				Now
May 19, 2026 5d ago	Insider Cluster NEUTRAL ★ 3/10	—	awaiting T+5	—	—
May 15, 2026 8d ago	8-K NEUTRAL ★ 5/10	—	awaiting T+5	—	—
May 11, 2026 12d ago	DEFA14A NEUTRAL ★ 3/10	$91.32 $103.21	▲ +13.02%	▲ +13.11%	$102.13 (+11.84%)
May 10, 2026 13d ago	ANALYST-DOWNGRADE BEARISH ★ 5/10	$82.80 $96.49	▼ −16.53%	▼ −12.03%	$102.13 (−23.35%)
May 1, 2026 22d ago	ANALYST-UPGRADE NEUTRAL ★ 1/10	$156.22 $153.95	▼ −1.46%	▼ −2.79%	$102.13 (−34.63%)
Apr 22, 2026 4w ago	8-K BULLISH ★ 8/10	$84.75 $88.89	▲ +4.89%	▲ +3.41%	$102.13 (+20.51%)
Feb 23, 2026 12w ago	Insider Cluster BULLISH ★ 7/10	$100.52 $109.24	▲ +8.68%	▲ +8.06%	$102.13 (+1.60%)

US Market Status

Market Closed — Opens Tue (35h 15m)

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