SEC Form S-4 filed by ServiceNow Inc.

As filed with the Securities and Exchange Commission on April 23, 2025

Registration No. [●]

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

SERVICENOW, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		7372		20-2056195
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

2225 Lawson Lane

Santa Clara, California 95054

(408) 501-8550

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Russell S. Elmer, Esq.

General Counsel and Secretary

ServiceNow, Inc.

2225 Lawson Lane

Santa Clara, CA 95054

(408) 501-8550

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Thomas J. Ivey, Esq. Sonia K. Nijjar, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue, Suite 1400 Palo Alto, CA 94301 (650) 470-4500		Paul L. Sieben, Esq. Bradley L. Finkelstein, Esq. O’Melveny & Myers LLP 2765 Sand Hill Road Menlo Park, CA 94025 (650) 473-2613

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the transaction described in the enclosed prospectus.

If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

 

The information in this prospectus is not complete and may be changed. ServiceNow, Inc. may not distribute or issue the securities being registered pursuant to this registration statement until the registration statement (of which this preliminary prospectus is a part), as filed with the Securities and Exchange Commission, is effective. This preliminary prospectus is not an offer to sell nor should it be considered a solicitation of an offer to buy the securities described herein in any state where the offer or sale is not permitted.

 

PRELIMINARY PROSPECTUS—SUBJECT TO COMPLETION, DATED AS OF APRIL 23, 2025

 

 

 

On March 9, 2025, ServiceNow, Inc., a Delaware corporation (“ServiceNow”), Mavericks Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of ServiceNow (“Merger Sub I”), and Mavericks Merger Sub, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of ServiceNow (“Merger Sub II”, and together with Merger Sub I, the “Merger Subs”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Moveworks, Inc., a Delaware corporation (“Moveworks”), and Fortis Advisors LLC, a Delaware limited liability company, as the securityholders’ agent (the “Seller Agent”). A copy of the Merger Agreement is attached to this accompanying prospectus as Annex A.

Pursuant to the terms and subject to the conditions in the Merger Agreement, ServiceNow will acquire Moveworks pursuant to a two-step forward merger. At the effective time of the first merger (the “Effective Time”), Merger Sub I will merge with and into Moveworks, with Moveworks continuing as the surviving corporation (the “Surviving Corporation”) and as a wholly-owned subsidiary of ServiceNow (the “First Merger”). Immediately following the First Merger and at the effective time of the second merger (the “Second Effective Time”), Moveworks, as the surviving corporation in the First Merger, will merge with and into Merger Sub II, with Merger Sub II continuing as the surviving corporation in the second merger (the “Surviving Company”) and as a wholly-owned subsidiary of ServiceNow (the “Second Merger”, and together with the “First Merger”, the “Mergers”, and collectively with any other transactions contemplated by the Merger Agreement, the “Transaction”).

The aggregate consideration to be paid by ServiceNow will be $2,850,000,000, subject to certain adjustments as set forth in the Merger Agreement. The consideration to be paid to the Moveworks securityholders will consist of a combination of cash and shares of ServiceNow common stock, par value $0.001 per share (“ServiceNow Common Stock”), as may be elected by each Securityholder as described more fully in the section entitled “The Merger Agreement—Consideration” beginning on page 50 of this document.

As a result, ServiceNow will be issuing up to 3,350,458 shares of ServiceNow Common Stock to the Securityholders as consideration for the Transaction. The Mergers, taken together, are intended to qualify as a “reorganization” within the meaning of Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”). The obligation of each of ServiceNow, the Merger Subs and Moveworks to consummate the Transaction is conditioned upon the receipt of certain tax opinions by each of ServiceNow and Moveworks from its respective counsel. No ruling has been, or will be, sought by ServiceNow, the Merger Subs or Moveworks from the U.S. Internal Revenue Service (the “IRS”) that the Mergers would qualify as such.

The Transaction must be adopted and approved by the affirmative vote or consent of certain required holders of Moveworks Capital Stock (the “Moveworks Stockholder Approval”), which consent has been obtained. Accordingly, the delivery of the Moveworks Stockholder Approval was sufficient to adopt and approve the Transaction on behalf of Moveworks stockholders. The approval of the Transaction by ServiceNow does not require the affirmative vote or consent of ServiceNow shareholders. Therefore, Moveworks is not asking its stockholders for a proxy and ServiceNow is not asking its shareholders for a proxy, and ServiceNow shareholders are requested not to send a proxy to ServiceNow.

Investing in our securities involves risks. In reviewing this document, you should carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 15 of this document.

ServiceNow Common Stock is listed on the New York Stock Exchange under the symbol “NOW”.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

 

 

The date of this prospectus is [●], 2025, and it is first being mailed to Moveworks stockholders on or about [●], 2025.

TABLE OF CONTENTS

Contents

 

IMPORTANT NOTE ABOUT THIS PROSPECTUS			1
FREQUENTLY USED TERMS			3
SUMMARY			7
The Parties			7
The Transaction and the Merger Agreement			8
The Consideration			8
Reasons for the Transaction			8
Interests of Certain Persons in the Transaction			9
Conditions to Consummation of the Transaction			9
Regulatory Approvals			10
Termination of the Merger Agreement			11
Appraisal or Dissenters’ Rights			12
NYSE Listing			12
Accounting Treatment of the Transaction			12
U.S. Federal Income Tax Consequences of the Mergers			12
Comparison of Rights of Holders of ServiceNow Common Stock and Moveworks Capital Stock			13
Risk Factors			13
MARKET PRICE AND DIVIDEND INFORMATION			14
RISK FACTORS			15
Risks Related to the Transaction			15
Risks Related to ServiceNow’s and the Surviving Company’s Business after Completion of the Transaction			18
Risks Related to ServiceNow’s Business			21
Risks Related to Moveworks’ Business			21
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			32
THE TRANSACTION			34
Structure of the Transaction			34
The Consideration			34
Background of the Transaction			34
The ServiceNow Board’s Reasons for the Transaction			40
The Moveworks Board’s Reasons for the Transaction			42
Regulatory Approvals			45
No ServiceNow Shareholder Approval Required			47
Written Consent of Moveworks Stockholders			47
Appraisal or Dissenters’ Rights			47
Tax Treatment of the Mergers			47
Accounting Treatment of the Transaction			48
THE MERGER AGREEMENT			49
Explanatory Note Regarding the Merger Agreement			49
The Transaction			49
Closing; Effective Time			50
Consideration			50
Effect of the Mergers on Moveworks Capital Stock			51
Effect of the Mergers on Equity Awards of Moveworks			53
Effect of the Mergers on Warrants of Moveworks			54
No Fractional Shares			54
Adjustments			54
Election Procedures			54

 

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Payment for Securities; Exchange Procedures			55
Lock-Up			55
Withholding Rights			55
Representations and Warranties			55
Covenants and Agreements			58
Conditions to Completion of the Transaction			68
Termination of the Merger Agreement			69
Indemnification			70
Seller Agent			71
Expenses			71
Amendments, Extensions and Waivers			71
Remedies Cumulative; Specific Performance			72
Governing Law; Jurisdiction			72
U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGERS			73
Tax Consequences of the Mergers			74
Installment Method			75
Imputed Interest			76
Treatment of the Seller Agent Expense Fund			76
INFORMATION ABOUT SERVICENOW			77
ServiceNow			77
Merger Sub I			77
Merger Sub II			77
INFORMATION ABOUT MOVEWORKS			78
Overview			78
Employees			78
Moveworks Products			78
Quantitative and Qualitative Disclosures About Market Risk			79
INFORMATION ABOUT SERVICENOW UPON THE CONSUMMATION OF THE TRANSACTION			80
Directors and Executive Officers of ServiceNow Upon the Consummation of the Transaction			80
CERTAIN RELATED PARTY TRANSACTIONS OF SERVICENOW			81
INTERESTS OF DIRECTORS AND OFFICERS IN THE TRANSACTION			82
Interests of Directors and Executive Officers of ServiceNow in the Transaction			82
Interests of Directors and Executive Officers of Moveworks in the Transaction			82
COMPARISON OF RIGHTS OF SERVICENOW SHAREHOLDERS AND MOVEWORKS STOCKHOLDERS			87
EXECUTIVE COMPENSATION OF SERVICENOW			100
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND DIRECTORS AND EXECUTIVE OFFICERS OF SERVICENOW			101
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND DIRECTORS AND EXECUTIVE OFFICERS OF MOVEWORKS			102
APPRAISAL OR DISSENTERS’ RIGHTS			105
Appraisal Rights under Delaware Law			105
Dissenters’ Rights under California Law			107
EXPERTS			110
LEGAL MATTERS			111
HOUSEHOLDING OF PROSPECTUS MATERIALS			112
WHERE YOU CAN FIND MORE INFORMATION			113
ANNEX A: AGREEMENT AND PLAN OF MERGER			A-1
ANNEX B: SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW			B-1
ANNEX C: CHAPTER 13 OF THE CALIFORNIA CORPORATIONS CODE			C-1

 

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IMPORTANT NOTE ABOUT THIS PROSPECTUS

This prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by ServiceNow (File No. [●]), constitutes a prospectus of ServiceNow under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of ServiceNow Common Stock to be issued to Securityholders pursuant to the Merger Agreement.

This prospectus includes important business and financial information about ServiceNow from other documents that ServiceNow has filed with the SEC and that may not be included in or delivered with this prospectus. For where to find more information on ServiceNow, please see the section entitled “Where You Can Find More Information” beginning on page 113 of this prospectus. ServiceNow is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and accordingly files its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information with the SEC. As an electronic filer, ServiceNow’s public filings are also maintained on the SEC’s Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The address of that website is https://www.sec.gov.

You may obtain any of the documents referred to above from the SEC, through the SEC’s website or from ServiceNow, without charge, excluding any exhibits to them unless the exhibit is specifically listed as an exhibit to the registration statement on Form S-4 (the “Registration Statement”), of which this prospectus forms a part, by requesting such document(s) in writing, by telephone or by email at the following address:

ServiceNow, Inc.

2225 Lawson Lane

Santa Clara, CA 95054

(408) 501-8550

[email protected]

To receive documents in a timely manner, it is suggested that you request such documents via email.

General information about ServiceNow, including its annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments and exhibits to those reports, are available free of charge through ServiceNow’s website at https://www.servicenow.com/company/investor-relations.html as soon as reasonably practicable after ServiceNow files them with, or furnishes them to, the SEC. Information on ServiceNow’s website is not incorporated into this prospectus and is not a part of this prospectus.

Except with respect to certain information provided by Moveworks on or prior to the date of this prospectus that pertains to subject matters not required to be included in this prospectus, neither ServiceNow nor Moveworks has authorized anyone to give any information or make any representation about the Transaction, ServiceNow or Moveworks that is different from, or in addition to, what is contained in this prospectus or in any of the materials that have been incorporated by reference, and therefore, neither ServiceNow nor Moveworks takes any responsibility for, nor can provide any assurance as to the reliability of, any information other than the information contained in or incorporated by reference into this prospectus.

This prospectus is dated as of [●], 2025. The information contained in this prospectus is accurate only as of such date or, in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies. Neither the mailing of this prospectus to the Securityholders nor the issuance by ServiceNow of shares of ServiceNow Common Stock pursuant to the Merger Agreement will create any implication to the contrary.

 

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This prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

The information concerning ServiceNow contained in or incorporated by reference into this prospectus has been provided by ServiceNow, and the information concerning Moveworks contained in this prospectus has been provided by Moveworks.

The delivery of the Moveworks Stockholder Approval was sufficient to adopt and approve the Transaction on behalf of the Moveworks stockholders. The approval of the Transaction by ServiceNow does not require the affirmative vote or consent of ServiceNow shareholders.

We are not asking you for a proxy, and you are requested not to send us a proxy.

 

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FREQUENTLY USED TERMS

Definitions

Unless otherwise specified or if the context so requires, the following terms have the meanings set forth below for purposes of this prospectus:

 

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“Business Day” means a day other than (a) Saturday or Sunday and (b) on which commercial banks are open for business in San Francisco, California.

 

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“CCC” means the California Corporations Code.

 

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“Class F Stock” means the Class F Stock of Moveworks, par value $0.0001 per share.

 

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“Closing” means the closing of the Transaction, including the consummation of the Mergers.

 

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“Closing Cash Consideration” means the portion of the Aggregate Consideration (as defined below) payable in cash allocated to each Securityholder pursuant to the Merger Agreement, after giving effect to certain adjustments (as applicable) set forth therein.

 

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“Closing Date” means the time to be specified by the parties, which will be (i) no later than the fifth (5th) Business Day after the satisfaction or waiver of the conditions to the Closing (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions); provided, that, if such Business Day occurs anytime during the final fifteen (15) days of the end of a fiscal quarter of ServiceNow, ServiceNow may, in its discretion, delay the Closing until the first Business Day of the next succeeding fiscal quarter of ServiceNow, in which case the Closing will take place on such first Business Day, so long as the conditions to the Closing are satisfied or waived (other than any such conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), or (ii) at such other time, date and location, or in such other manner, as the parties agree in writing.

 

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“Closing Stock Consideration” means the portion of the Aggregate Consideration payable in shares of ServiceNow Common Stock allocated to each Securityholder pursuant to the Merger Agreement, after giving effect to certain adjustments (as applicable) set forth therein.

 

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“Common Stock” means the Common Stock of Moveworks, par value $0.0001 per share.

 

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“DGCL” means the General Corporation Law of the State of Delaware.

 

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“DLLCA” means the Delaware Limited Liability Company Act.

 

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“Employee Plans” means (i) each “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (whether or not subject to ERISA); (ii) each outstanding loan to an employee; (iii) all stock option, stock purchase, phantom stock, stock appreciation right, restricted stock unit, equity-based, supplemental retirement or pension, vacation or paid-time off, sabbatical, medical, health, welfare, dental, vision care, insured or self-insured benefits for or relating to income continuation or other benefits during absence from work (including short term disability, long term disability or other disability benefits), hospitalization, death or survivor’s benefits, supplementary employment insurance, day care, tuition or professional commitments, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance, accident insurance, material fringe benefit or employee assistance plans, programs, or arrangements; (iv) all bonus, profit sharing, savings, termination, severance, change in control, retention, retirement, deferred compensation, commission or incentive plans (including cash incentive plans), programs or arrangements; (v) all management, employment, executive compensation, relocation, repatriation, expatriation, termination or severance agreements, written or otherwise (other than offer letters or employment agreements that are terminable “at-will”, without notice, severance or change in control pay or benefits, but including forms of such offer letters and employment agreements); and (vi) each other compensation or benefit plan, policy, agreement,

 

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program, arrangement or commitment, in each case, which is sponsored, maintained, administered or contributed to by Moveworks or any of its subsidiaries and covers any current or former officer, director, employee, worker or other individual service provider of Moveworks or any of its subsidiaries (or the spouse, beneficiary or dependent thereof), or with respect to which Moveworks or any of its subsidiaries has or would reasonably be expected to have any liability (whether actual or contingent), including all such plans, arrangements or agreements described in clauses (i) through (vi) that are sponsored by a Professional Employer Organization (“PEO”) under which any service provider of Moveworks or any of its subsidiaries may be eligible to receive benefits in connection with Moveworks or any of its subsidiaries’ engagement of the PEO; provided, however, that Employee Plans does not include immaterial fringe benefits and workers’ compensation, unemployment compensation and other government programs.

 

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“Exchange Ratio” means the quotient (rounded to the nearest 1/10,000) of (a) {(i) the Aggregate Consideration divided by (ii) the Fully Diluted Shares} divided by (b) the closing price per share of ServiceNow Common Stock on March 7, 2025.

 

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“Founders” means, collectively, Bhavin Shah, Chief Executive Officer of Moveworks, Vaibhav Nivargi, Chief Technology Officer of Moveworks, Varun Singh, President of Moveworks, and Jiang Chen, Chief Technology Officer – AI of Moveworks.

 

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“Fully Diluted Shares” means the sum, without duplication, of (a) the aggregate number of shares of Common Stock that are issued and outstanding immediately prior to the Effective Time (including any Restricted Shares not being repurchased by Moveworks), plus (b) the aggregate number of shares of Common Stock issuable upon conversion of all shares of Preferred Stock that are issued and outstanding immediately prior to the Effective Time, plus (c) the aggregate number of shares of Common Stock issuable upon exercise of all Options that are issued and outstanding immediately prior to the Effective Time, plus (d) the aggregate number of shares of Common Stock issuable upon settlement of all Moveworks RSUs that are issued and outstanding immediately prior to the Effective Time (excluding, for the avoidance of doubt, for all purposes, all New Restricted Share Units (as defined below)), plus (e) the aggregate number of shares of Moveworks Capital Stock that are issuable upon exercise of all Warrants that are issued and outstanding immediately prior to the Effective Time.

 

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“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, that are applicable to the circumstances of the date of determination, consistently applied.

 

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“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

 

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“Interim Period” means the period from the date of the Merger Agreement to the earlier of the Effective Time or such earlier date as the Merger Agreement may be terminated in accordance with its terms.

 

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“Moveworks Board” means the Board of Directors of Moveworks.

 

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“Moveworks Capital Stock” means the Common Stock, Class F Stock and Preferred Stock.

 

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“Moveworks Equity Plan” means the Moveworks Inc. Stock Incentive Plan.

 

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“Moveworks RSU” means a restricted stock unit with respect to Common Stock granted pursuant to the Moveworks Equity Plan or the Retention Plan (as defined below) (including, without limitation, New Restricted Share Units).

 

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“Moveworks Stockholder Approval” means the affirmative vote of holders of shares of Moveworks Capital Stock who constitute at least (a) a majority of the outstanding shares of Common Stock (voting as a separate class), (b) a majority of the outstanding shares of Class F Stock (voting as a separate class

 

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on an as-converted to Common Stock basis), (c) a majority of the outstanding shares of Preferred Stock (all series voting together as a single class on an as-converted to Common Stock basis), and (d) a majority of the outstanding shares of Common Stock, Class F Stock and Preferred Stock (voting together (including all series) as a single class on an as-converted to Common Stock basis).

 

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“Moveworks Stockholders” means (a) with respect to any time before the Closing, collectively, the holders of record of shares of Moveworks Capital Stock outstanding as of such time and (b) with respect to any time at or after the Closing, collectively, the holders of record of shares of Moveworks Capital Stock outstanding as of immediately prior to the Effective Time.

 

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“NYSE” means the New York Stock Exchange.

 

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“Option Exchange Ratio” means the quotient (rounded to the nearest 1/10,000) of (a) {(i) the Aggregate Consideration divided by (ii) the Fully Diluted Shares} divided by (b) the volume-weighted average closing price per share of ServiceNow Common Stock over the ten (10) consecutive trading days ending on and including the sixth (6th) trading day preceding the Closing Date.

 

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“Optionholders” means (a) with respect to any time before the Closing, collectively, the holders of record of Options outstanding as of such time and (b) with respect to any time at or after the Closing, collectively, the holders of record of Options outstanding as of immediately prior to the Effective Time.

 

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“Options” means options to purchase shares of Common Stock granted pursuant to the Moveworks Equity Plan.

 

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“Per Share Consideration” means an amount in cash or shares of ServiceNow Common Stock equal to the quotient of (a) the Aggregate Consideration divided by (b) the Fully Diluted Shares, rounded to four decimal places.

 

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“Preferred Stock” means the Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series C-1 Preferred Stock, collectively.

 

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“Requisite Stockholders” means the Moveworks Stockholders who voted in favor of and adopted and approved the Merger Agreement and the Transaction through action taken by written consent, dated as of March 9, 2025.

 

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“Restricted Shares” means the unvested shares of Common Stock held by each of the Founders or their permitted transferees, collectively, pursuant to their early exercise of options granted outside of the Moveworks Equity Plan.

 

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“RSU Holders” means the holders of Moveworks RSUs.

 

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“Securityholders” means, collectively, the Moveworks Stockholders, Warrantholders, Optionholders and RSU Holders (excluding RSU Holders who hold only New Restricted Share Units and are not otherwise Moveworks Stockholders, Warrantholders or Optionholders).

 

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“Series A Preferred Stock” means the Series A Preferred Stock of Moveworks, par value $0.0001 per share.

 

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“Series B Preferred Stock” means the Series B Preferred Stock of Moveworks, par value $0.0001 per share.

 

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“Series C Preferred Stock” means the Series C Preferred Stock of Moveworks, par value $0.0001 per share.

 

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“Series C-1 Preferred Stock” means the Series C-1 Preferred Stock of Moveworks, par value $0.0001 per share.

 

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“Series Seed Preferred Stock” means the Series Seed Preferred Stock of Moveworks, par value $0.0001 per share.

 

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“ServiceNow Board” means the Board of Directors of ServiceNow.

 

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“Surviving Company” means Merger Sub II as the surviving company in the Second Merger.

 

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“Surviving Corporation” means Moveworks as the surviving corporation in the First Merger.

 

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“Transaction Documents” means the confidentiality agreement, the certificates of merger, the written consent evidencing the Moveworks Stockholder Approval, the Founder Revesting Agreements (as defined below), the Registration Rights Agreement (as defined below), the Warrant waivers, the Offer Letters (as defined below), the Founder Agreements (as defined below), the parachute payment waivers, the ServiceNow tax certificate, the Moveworks tax certificate, the termination letters and all other agreements and certificates entered into by Moveworks, its subsidiaries or any of the Securityholders in connection with the Transaction.

 

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“Warrantholders” means holders of Warrants.

 

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“Warrants” means warrants to subscribe for, purchase or otherwise acquire equity interests.

 

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MARKET PRICE AND DIVIDEND INFORMATION

Per Share Market Price and Dividend Information

Market Prices

ServiceNow Common Stock currently trades on the NYSE under the symbol “NOW”. As of [●], 2025, the latest practicable trading day before the date of this prospectus, there were [●] shares of ServiceNow Common Stock outstanding.

The following table presents trading information for ServiceNow Common Stock on March 7, 2025, the last trading day before the public announcement of the Merger Agreement, and [●], 2025, the latest practicable trading day before the date of this prospectus.

 

		ServiceNow Common Stock
Date		High				Low				Close
March 7, 2025		$	870.00			$	832.72			$	850.63
[●], 2025		$	[●]			$	[●]			$	[●]

Moveworks is a privately held company, and there is no public trading market for any class of Moveworks Capital Stock.

Dividend Information

ServiceNow’s expected dividend yield is zero, as it has not and does not currently intend to declare dividends in the foreseeable future.

 

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RISK FACTORS

In reviewing the Transaction described in this prospectus, you should consider carefully the following risk factors, together with general investment risks and all of the other information included in, or incorporated by reference into, this prospectus. This prospectus also contains forward-looking statements that involve risks and uncertainties. Please read the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 32 of this prospectus.

The risks described below are certain material risks, although not the only risks, relating to the Transaction and each of ServiceNow, Moveworks and the Moveworks business following the completion of the Transaction in relation to the Transaction. The risks described below are not the only risks that ServiceNow or Moveworks currently faces or that ServiceNow or the Moveworks business will face after the completion of the Transaction. Additional risks and uncertainties not currently known or that are currently expected to be immaterial may also materially and adversely affect the business, financial condition and results of operations of ServiceNow or the Moveworks business or the market price of ServiceNow Common Stock following the completion of the Transaction.

If any of the following risks and uncertainties develop into actual events, these events could have a material adverse effect on the business, financial condition and results of operations of ServiceNow, Moveworks and/or the Moveworks business following the completion of the Transaction. In addition, past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.

Risks Related to the Transaction

There is no assurance of when or if the Transaction will be completed.

The completion of the Transaction is subject to the satisfaction or waiver of a number of conditions as set forth in the Merger Agreement, including, among others, the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of all other clearances, approvals or consents or governmental entities in certain other specific jurisdictions, if applicable, and the absence of any order or other legal or regulatory restraint or prohibition limiting or restricting consummation of the Transaction. There can be no assurance that ServiceNow and Moveworks will be able to satisfy the closing conditions or that any closing conditions beyond their control will be satisfied or waived. For a discussion of the conditions to the completion of the Transaction, see the section entitled “The Merger Agreement—Conditions to Completion of the Transaction” beginning on page 68 of this prospectus. If the Transaction is not completed within the expected timeframe, such delay may materially and adversely affect the synergies and other benefits that ServiceNow and Moveworks may expect to achieve as a result of the Transaction and could result in additional transaction costs, loss of revenue or other effects associated with uncertainty about the Transaction.

ServiceNow and Moveworks can mutually agree at any time prior to the Effective Time to terminate the Merger Agreement. ServiceNow and Moveworks can also terminate the Merger Agreement under other specified circumstances. For more information, see the section entitled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 69 of this prospectus.

Consummation of the Transaction is subject to the receipt of approvals from certain regulatory authorities that may impose conditions that could have an adverse effect on ServiceNow, Moveworks or the combined business following the Closing, or if not obtained, could prevent the completion of the Transaction.

The consummation of the Transaction is conditioned upon the expiration or termination of any waiting period (and any extension thereof) under the HSR Act applicable to the Transaction and the receipt of all other clearances, approvals, or consents under any applicable antitrust laws of certain other specified jurisdictions. In addition, each of ServiceNow and Moveworks has agreed to use its respective reasonable best efforts to obtain all necessary regulatory approvals (subject to certain limitations).

 

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In deciding whether to grant the required regulatory approval, consent or clearance, the applicable governmental entities may consider, among other factors, the effect of the Transaction on competition within their applicable jurisdiction. Applicable governmental entities may impose terms and conditions, requirements, limitations or costs on ServiceNow and/or Moveworks that are unexpected or could jeopardize or delay the completion of, or reduce or delay the anticipated benefits of, the Transaction, including restrictions on the conduct of ServiceNow’s business following the completion of the Transaction. As a result, neither ServiceNow nor Moveworks can provide assurance that any such terms, conditions, obligations or restrictions and each party’s respective best efforts to comply with any such terms, conditions, obligations or restrictions will not result in the delay or abandonment of the Transaction. For additional information regarding conditions to the completion of the Transaction, please see the sections entitled “The Transaction—Regulatory Approvals” and “The Merger Agreement—Conditions to Completion of the Transaction” beginning on page 45 and page 68, respectively, of this prospectus.

The parties are subject to business uncertainties and Moveworks is subject to contractual restrictions while the Transaction is pending, which could adversely affect each party’s business and operations.

During the Interim Period, it is possible that some customers, partners, vendors and/or other persons with whom ServiceNow and Moveworks has a business relationship may delay or defer certain business decisions or decide to terminate or change their relationships with ServiceNow and Moveworks, as applicable, which could negatively affect the revenues, earnings and cash flows of ServiceNow and Moveworks, respectively, as well as the market price of ServiceNow Common Stock, regardless of whether the Transaction is completed.

Under the terms of the Merger Agreement, Moveworks is required to use its reasonable best efforts to conduct its business in the ordinary course consistent with past practice, subject to specific limitations, which may adversely affect its ability to execute certain of its business strategies, including, among other things, to enter into, terminate or amend material contracts, acquire or dispose of assets, incur indebtedness or incur capital expenditures. Such limitations could adversely affect Moveworks’ business and operations prior to the completion of the Transaction.

Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the Transaction.

Lawsuits may in the future be filed against Moveworks, its directors, ServiceNow and/or the Merger Subs challenging the Transaction, and an adverse ruling in any such lawsuit may prevent or delay the completion of the Transaction and/or result in substantial costs to ServiceNow and Moveworks.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, transaction or other business combination agreements like the Merger Agreement. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on ServiceNow’s and Moveworks’ respective liquidity and financial condition. Furthermore, one of the closing conditions to the Transaction is that no applicable law or order by any governmental entity of competent jurisdiction will be in place that has the effect of restraining, limiting or restricting the consummation of the Transaction or ServiceNow’s ownership, conduct or operation of the combined business following the Closing. As such, if an order prohibiting the completion of the Transaction is effectuated, such order may prevent the Transaction from being consummated within the expected timeframe, or at all.

The share consideration is calculated through a fixed price per share of ServiceNow Common Stock, which will not be adjusted in the event of any changes in ServiceNow stock price. As a result, Securityholders cannot be certain of the market value of the consideration they will receive until the Transaction is completed.

At the Closing, the aggregate consideration to be paid to Securityholders will consist of a combination of cash and shares of ServiceNow Common Stock, as may be elected by each Securityholder. The shares of

 

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ServiceNow Common Stock issued as the aggregate stock consideration will be issued at a fixed value of $850.63 per share, which represents the closing stock price per share of ServiceNow Common Stock on March 7, 2025. This price per share of ServiceNow Common Stock will not be adjusted for any changes in the market price of ServiceNow Common Stock between the date that the Merger Agreement was signed and the completion of the Transaction. Changes in the market price of ServiceNow Common Stock prior to the completion of the Transaction will affect the value that Securityholders will receive in the Transaction. Neither ServiceNow nor Moveworks is permitted to terminate the Merger Agreement solely as a result of any increase or decrease in the market price of ServiceNow Common Stock.

Stock price changes may result from a variety of factors, including general market and economic conditions, changes in geopolitical conditions, changes in the values and perceptions of industry stock generally or ServiceNow or the Transaction in particular, changes in ServiceNow’s business, operations and prospects and regulatory considerations. Many of these factors are beyond ServiceNow’s control.

Moveworks Stockholders may not receive all consideration in the form they elect, and the form of consideration that they receive may have a lower value than the form of consideration that they elect to receive.

Upon completion of the Transaction, the aggregate consideration to be paid to Securityholders will consist of a combination of cash and shares of ServiceNow Common Stock, as may be elected by each Securityholder, subject to certain limits as set forth in the Merger Agreement. Accordingly, some of the consideration that a Moveworks Stockholder receives may differ from the type of consideration selected, and such difference may be significant. For additional information regarding the election and adjustment mechanism, see the sections entitled “The Merger Agreement—Effect of the Mergers on Moveworks Capital Stock”, “The Merger Agreement—Effect of the Mergers on Equity Awards of Moveworks” and “The Merger Agreement—Effect of the Mergers on Warrants of Moveworks” beginning on pages 51, 53 and 54, respectively, of this prospectus. For additional information regarding the material U.S. federal income tax consequences of the Transaction, please see the section titled “U.S. Federal Income Tax Consequences of the Mergers—Tax Consequences of the Mergers” beginning on page 74 of this prospectus.

There has been no public market for Moveworks Capital Stock and the lack of a public market makes it difficult to determine the fair market value of Moveworks.

The outstanding shares of Moveworks Capital Stock are privately held and are not traded on any public market. The lack of a public market may make it more difficult to determine the fair market value of Moveworks than if the outstanding shares of Moveworks Capital Stock were traded publicly. The value ascribed to Moveworks’ securities in other contexts, including in private valuations or financings, may not be indicative of the price at which the outstanding shares of Moveworks Capital Stock may have traded if they were traded on a public market. The consideration to be paid to Moveworks Stockholders in the Transaction was determined based on negotiations between the parties and likewise may not be indicative of the price at which the outstanding shares of Moveworks Capital Stock may have traded if they were traded on a public market.

Moveworks’ directors and executive officers have interests in the Transaction that may be different from, or in addition to, the interests of Moveworks Stockholders generally.

Moveworks directors and executive officers have interests in the Transaction that may be different from, or in addition to, the interests of Moveworks Stockholders generally and that may create, or be perceived to create, potential conflicts of interest.

These interests include, among other things, employment of Moveworks’ directors and executive officers, retention equity incentive bonuses, the vesting of equity-based awards and payments in return for repurchases of Moveworks equity-based awards and certain rights to indemnification and directors’ and officers’ liability

 

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insurance that will survive the completion of the Transaction. Certain executive officers of Moveworks will also serve as executive officers of the Surviving Company following the Transaction. Please see the section entitled “Interests of Directors and Officers in the Transaction” beginning on page 82 of this prospectus for a more detailed description of these interests. The Moveworks Board was aware of and carefully considered these interests, among other matters, in evaluating the terms and structure, overseeing the negotiation of the Transaction and approving the Merger Agreement.

If the Mergers, taken together, do not qualify as a “reorganization” under Section 368(a) of the Code, U.S. holders of Moveworks Capital Stock may be required to pay additional U.S. federal income taxes.

The Mergers, taken together, are intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The obligation of each of ServiceNow, the Merger Subs and Moveworks to consummate the Transaction is conditioned upon the receipt of certain tax opinions by each of ServiceNow and Moveworks from its respective counsel to the effect that the Mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Each such opinion will be based on, among other things, certain facts, representations, covenants and assumptions, and such opinion relies on such facts, representations and assumptions being accurate at the time of the Mergers, and the covenants being followed according to their terms. If any of these facts, representations, covenants and assumptions are, or become, inaccurate or incomplete, each such opinion may be invalid, and the conclusions reached therein could be jeopardized. An opinion of counsel represents counsel’s best legal judgment and is not binding on the IRS or the courts, which may not agree with the conclusions set forth in such opinion.

No ruling has been, or will be, sought by ServiceNow, the Merger Subs or Moveworks from the IRS with respect to the Mergers and there can be no assurance that the IRS will not challenge the qualification of the Mergers, taken together, as a “reorganization” under Section 368(a) of the Code or that a court would not sustain such a challenge.

For additional information, please see the section entitled “U.S. Federal Income Tax Consequences of the Mergers” beginning on page 73 of this prospectus. The tax consequences to you of the Mergers will depend on your particular facts and circumstances. Please consult your own tax advisor as to the tax consequences of the Mergers in your particular circumstances, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws.

Risks Related to ServiceNow’s and the Surviving Company’s Business after Completion of the Transaction

ServiceNow may not be able to integrate the Moveworks business successfully and the anticipated benefits of acquiring Moveworks may not be realized within the expected time frame or at all.

ServiceNow and Moveworks entered into the Merger Agreement with the expectation that the Transaction would result in various benefits, including, among other things, operating efficiencies, synergies, a positive strategic impact on ServiceNow’s ability to serve consumers, the expanded reach of ServiceNow’s new agentic platform and an improvement in ServiceNow’s combined service offerings. Achieving these expected or intended benefits will depend, in part, on ServiceNow’s ability to integrate Moveworks’ business successfully and efficiently.

It is possible that the integration process could take longer than anticipated or the achievement of expected synergies could be more difficult than expected. The integration of Moveworks into ServiceNow could also result in the disruption of ongoing businesses, processes, systems and business relationships or inconsistencies in standards, controls, procedures, practices and policies, any of which could adversely affect ServiceNow’s ability to achieve the anticipated benefits of the Transaction. The integration process is subject to a number of risks and uncertainties, including (i) unanticipated complexities, costs, burdens, compliance requirements or difficulties (including new or heightened existing vulnerabilities) that may arise from integrating or maintaining the

 

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businesses, technologies, products, personnel or operations of Moveworks and (ii) unexpected factors that may affect ServiceNow’s ability to preserve relationships with customers, suppliers and partners of Moveworks. No assurance can be given that the anticipated benefits of the Transaction will be realized on the expected timeframe or at all, and ServiceNow’s revenue, expenses, operating results and financial condition and the market price of ServiceNow Common Stock could be adversely affected.

Uncertainties associated with the Transaction may cause a loss of key employees of Moveworks, and ServiceNow and Moveworks may have difficulty attracting and motivating management personnel and other key employees, which could adversely affect the future businesses and operations of the combined company.

ServiceNow and Moveworks are dependent on the experience and industry knowledge of their respective management personnel and other key employees to execute their business plans. The Surviving Company’s success after the consummation of the Transaction will depend, in part, upon the ability of ServiceNow and Moveworks to continue to attract, motivate and retain key management personnel and other key employees. Prior to the Closing, current and prospective employees of Moveworks may experience uncertainty about their roles within the Surviving Company following the consummation of the Transaction, which may have an adverse effect on the ability of ServiceNow and Moveworks to continue to attract, motivate or retain management personnel and other key employees. In addition, no assurance can be given that ServiceNow and the Surviving Company will be able to attract, motivate or retain management personnel and other key employees to the same extent that Moveworks has previously been able to attract or retain its employees. If key employees terminate their employment, ServiceNow’s and the Surviving Company’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating ServiceNow and Moveworks to hiring suitable replacements, all of which may adversely impact ServiceNow’s and the Surviving Company’s business and operations following the consummation of the Transaction.

Completion of the Transaction may trigger change in control, assignment or other provisions in certain agreements to which Moveworks is a party, which may have an adverse impact on the Surviving Company’s business and results of operations.

The consummation of the Transaction may trigger change in control, assignment and other provisions in certain agreements to which Moveworks is a party. If ServiceNow and Moveworks are unable to negotiate waivers of or consents under those provisions, the counterparties may exercise their rights and remedies under the agreements, which may include potentially terminating the agreements or seeking monetary damages or other remedies. Even if ServiceNow and Moveworks are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to ServiceNow or the Surviving Company. Any of the foregoing or similar developments may have an adverse impact on the Surviving Company’s business and results of operations following the consummation of the Transaction or the ability of ServiceNow and Moveworks to successfully integrate their respective businesses.

ServiceNow will incur transaction and integration-related costs in connection with the Transaction, which could affect ServiceNow’s ability to execute its integration plan and achieve the anticipated benefits of the Transaction.

ServiceNow expects to incur a number of non-recurring costs associated with the Transaction and combining the operations of Moveworks with and into ServiceNow, some of which must be paid even if the Transaction is not consummated (which include financial advisory and legal costs). ServiceNow continues to assess the magnitude of these costs, and additional unanticipated costs may also be incurred in connection with the Transaction and integration process. Although ServiceNow expects that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the ServiceNow and Moveworks businesses, should allow ServiceNow to offset integration-related costs over time, this net benefit may not be achieved in the near term or at all.

 

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Following the Transaction, the market price of ServiceNow Common Stock may be affected by certain factors different from those affecting the ServiceNow Common Stock currently.

The market price of ServiceNow Common Stock after the Transaction may be affected by certain factors different from those affecting ServiceNow Common Stock before the consummation of the Transaction. ServiceNow’s business and financial position differs from that of Moveworks in important respects. Accordingly, the results of operations of ServiceNow, including the Moveworks business, and the market price of ServiceNow Common Stock after the consummation of the Transaction may be affected by certain factors different from those currently affecting the results of operations of each of ServiceNow and Moveworks or the ServiceNow Common Stock on a standalone basis. For a discussion of the business of ServiceNow and certain factors to consider in connection with that business, see the documents incorporated by reference in this prospectus and referenced to under the section entitled “Where You Can Find More Information” beginning on page 113 of this prospectus.

The market price of ServiceNow Common Stock may decline as a result of the Transaction and the issuance of shares of ServiceNow Common Stock to holders of Moveworks Capital Stock in the Transaction may have a negative impact on ServiceNow’s financial results, including earnings per share.

The market price of ServiceNow Common Stock may decline as a result of the Transaction, and holders of ServiceNow Common Stock could see a decrease in the value of their investment in ServiceNow Common Stock, if, among other things, ServiceNow and the Surviving Company are unable to achieve the expected growth in earnings, or if the anticipated benefits, including synergies, cost savings, innovation and operational efficiencies, from the Transaction are not realized, or if the transaction costs and integration-related costs related to the Transaction are greater than expected. The market price may also decline if ServiceNow does not achieve the perceived benefits of the Transaction as rapidly or to the extent expected by financial or industry analysts. The issuance of shares of ServiceNow Common Stock in the Transaction could on its own have the effect of depressing the market price for ServiceNow Common Stock.

In addition, certain holders of Moveworks Capital Stock may decide not to hold the shares of ServiceNow Common Stock received as a result of the Transaction. Other holders of Moveworks Capital Stock may be required to sell the shares of ServiceNow Common Stock received as a result of the Transaction. Any such sales of ServiceNow Common Stock (including potential large sales of ServiceNow Common Stock into the market in a short period of time following consummation of the Transaction and staggered lock-up periods) could cause the price of ServiceNow Common Stock to decline. Moreover, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, ServiceNow Common Stock, regardless of the actual operating performance of ServiceNow, including the Moveworks business, following the consummation of the Transaction.

The shares of ServiceNow Common Stock to be received by holders of Moveworks Capital Stock upon the consummation of the Transaction will have different rights from the shares of Moveworks Capital Stock.

Upon the consummation of the Transaction, Moveworks Stockholders will no longer be stockholders of Moveworks. Former holders of Moveworks Capital Stock who receive shares of ServiceNow Common Stock as a result of the Transaction will become ServiceNow shareholders, and their corresponding rights as ServiceNow shareholders will be governed by ServiceNow’s restated certificate of incorporation, as amended, and restated bylaws, as amended. For a discussion of the different rights associated with holders of Moveworks Capital Stock and holders of ServiceNow Common Stock, please see the section entitled “Comparison of Rights of ServiceNow Shareholders and Moveworks Stockholders” beginning on page 87 of this prospectus.

After the Transaction, Moveworks Stockholders will have a significantly lower ownership and voting interest in ServiceNow than they currently have in Moveworks and will exercise less influence over management.

Based on the number of shares of Moveworks Capital Stock outstanding as of March 9, 2025, and the number of shares of ServiceNow Common Stock outstanding as of December 31, 2024, it is expected that,

 

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immediately after consummation of the transaction, former Moveworks Stockholders will own less than two percent (2%) of the outstanding shares of ServiceNow Common Stock. Consequently, former Moveworks Stockholders will have less influence over the management and policies of ServiceNow than they currently have over the management and policies of Moveworks.

Risks Related to ServiceNow’s Business

You should read and consider the risk factors specific to ServiceNow’s business that will also affect the Surviving Company after the completion of the Transaction. These risks are described in the section entitled “Risk Factors” of ServiceNow’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and in other documents that are incorporated by reference into this prospectus. See the section entitled “Where You Can Find More Information” beginning on page 113 of this prospectus.

Risks Related to Moveworks’ Business

Moveworks has incurred significant operating losses in the past and may not be able to generate sufficient revenue to be profitable in the future.

Since its inception, Moveworks has incurred significant net operating losses. Moveworks expects its net operating losses to continue in the future as it continues to grow its business. If Moveworks’ financial performance and/or condition deteriorates, it would impair its goodwill and intangible assets, which could adversely impact its results of operations and financial position. If Moveworks’ revenues do not increase to offset these additional expenses or if it experiences unexpected increases in operating expenses, Moveworks might not achieve or maintain profitability. If this were to occur, the Moveworks Stockholders could lose all or part of their investment.

Moveworks may require additional capital to support the growth of its business, and if the Transaction is not completed, Moveworks will need to raise significant capital, which might not be available on acceptable terms, if at all.

Since inception, Moveworks has funded its operations through the sale of equity to the holders of Preferred Stock, debt and cash generated from its operations. If the Transaction is not consummated due to failure to obtain required regulatory approvals under applicable antitrust laws or the Transaction is otherwise prohibited by a governmental order under certain circumstances, Moveworks will be entitled to receive an unsecured term loan in an amount of up to $100 million from ServiceNow under the Merger Agreement. However, if the Transaction is not consummated for any other reason, Moveworks does not know when or if its operations will generate sufficient cash to fund its ongoing operations and, in the future, Moveworks may require additional capital. At such time, additional financing may not be available on favorable terms, or at all. The ability of Moveworks to obtain additional financing will depend, among other things, on its sales efforts, the ongoing development and extension of its services, operating performance and the condition of the capital markets at the time financing is sought. If Moveworks is unable to obtain adequate financing on reasonable terms when needed, Moveworks’ ability to continue to grow or support its business could be significantly limited.

Moveworks’ revenue growth rate could decline in the future as a result of a variety of factors, including increased competition and the maturation of its business, and Moveworks cannot make assurances that its revenue will continue to grow or will not decline. While Moveworks continues to experience significant revenue growth, there can be no certainty as to whether or when Moveworks will obtain a high enough volume of revenue to sustain or increase its growth or achieve or maintain profitability in the future. Moveworks expects to also face increased compliance and security costs associated with growth and the expansion of its business. As such, it is difficult to predict its future operating results. Moveworks’ historical revenue growth or operating expenses should not be considered as an indication of future performance. If Moveworks’ revenue growth rate declines or its operating expenses exceed Moveworks’ expectations, Moveworks’ financial performance will be adversely

 

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affected. Further, if its future growth and operating performance fail to meet expectations, it could have a materially negative effect on the value of Moveworks shares.

The markets in which Moveworks participates are intensely competitive, and if Moveworks does not compete effectively, its business could be harmed.

The markets for enterprise applications and platform services are highly competitive, rapidly evolving, fragmented and subject to changing technology and have low barriers to entry, shifting customer needs and frequent introductions of new products and services. Many prospective customers have invested substantial personnel and financial resources to implement and integrate their current enterprise software into their businesses and therefore may be reluctant or unwilling to migrate away from their current solution to a different enterprise software service. Additionally, third-party developers may be reluctant to build application services on Moveworks’ platform since they have invested in other competing technology platforms.

Moveworks’ competitors include:

 

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vendors of packaged business software, as well as companies offering enterprise applications delivered through on-premises offerings from enterprise software application vendors and cloud computing application service providers, either individually or with others;

 

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software companies that provide their product or service free of charge as a single product or when bundled with other offerings, or only charge a premium for advanced features and functionality, as well as companies that offer solutions that are sold without a direct sales organization;

 

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vendors who offer software tailored to specific services, industries or market segments, as opposed to Moveworks’ full suite of service offerings, including suppliers of traditional business intelligence and data preparation products, integration software vendors, marketing vendors, e-commerce solutions vendors or AI software and service vendors;

 

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productivity tool and email providers, unified communications providers and consumer application companies that have entered the business software market; and

 

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traditional platform development environment companies and cloud computing development platform companies who may develop toolsets and products that allow customers to build new applications, including generative AI applications that run on the customers’ current infrastructure or as hosted services, as well as would-be customers who may develop enterprise applications for internal use.

In addition, Moveworks may face more competition as it expands its product offerings. Some of its current and potential competitors may have competitive advantages, such as greater name recognition, longer operating histories, more significant installed bases, broader geographic scope, broader suites of service offerings and larger marketing budgets, as well as substantially greater financial, technical, personnel and other resources. In addition, many of Moveworks’ current and potential competitors have established marketing relationships and access to larger customer bases, and have major distribution agreements with consultants, system integrators and resellers. Competitors of Moveworks may be able to respond more quickly and effectively than Moveworks can to new or changing opportunities, technologies, standards or customer requirements, or provide competitive pricing, more flexible contracts or faster implementations.

Additionally, as Moveworks continues to increase building AI into many of Moveworks’ offerings, Moveworks faces more competition as AI technologies are increasingly integrated into the markets in which it competes. New AI offerings may disrupt workforce needs and negatively impact demand for Moveworks’ offerings, or its competitors may be able to incorporate AI into their offerings more efficiently or successfully than Moveworks is able to and achieve greater and faster adoption. Even if Moveworks’ services are more effective than the products and services that its competitors offer, potential customers might select competitive products and services in lieu of purchasing Moveworks’ services. For all of these reasons, Moveworks may not be able to compete successfully against its competitors, which could negatively impact its future sales and harm its business.

 

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Moveworks’ financial results have fluctuated in the past and may fluctuate significantly in the future and may not fully reflect the underlying performance of its business.

Moveworks’ financial results have fluctuated in the past and may fluctuate in the future as a result of a variety of factors. Period-to-period comparisons of Moveworks’ results and key metrics may not be meaningful, making it difficult to project future results. Factors that may cause Moveworks’ revenue, results of operations and cash flows to fluctuate from period to period include, but are not limited to:

 

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Moveworks’ ability to attract new customers, retain and increase sales to existing customers and satisfy its customers’ requirements;

 

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the timing of customer renewals;

 

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changes in Moveworks’ or its competitors’ pricing policies and offerings;

 

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new products, features, enhancements or functionalities introduced by its competitors;

 

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the amount and timing of operating costs and capital expenditures related to the operations and expansion of Moveworks’ business;

 

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significant security breaches, technical difficulties or interruptions to Moveworks products or third-party products on which it relies;

 

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Moveworks’ ability to incorporate artificial intelligence solutions and features into its platform;

 

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the number of new employees added or, conversely, reductions in force;

 

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changes in foreign currency exchange rates or adding additional currencies in which Moveworks’ sales are denominated;

 

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the impact of new accounting pronouncements and associated system implementations; and

 

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the timing of the grant or vesting of equity awards to employees, contractors or directors.

Many of these factors are outside of Moveworks’ control, and the occurrence of one or more of them might cause its revenue, results of operations and cash flows to vary widely. As such, Moveworks believes that quarter-to-quarter comparisons of its revenue, results of operations and cash flows may not be meaningful and should not be relied upon as an indication of future performance.

Moveworks’ efforts to expand its service offerings and develop and integrate its existing services to keep pace with technological developments may not succeed and may reduce its revenue growth rate and harm its business.

As a result of its limited operating history, Moveworks’ historical revenue growth rates should not be relied on as predictive of its future performance. Efforts to expand its current service offerings may not succeed and may reduce its revenue growth rate. Additionally, due to customer flexibility in the timing of their consumption, Moveworks could have lower levels of customer consumption of Moveworks products than it expects, which may result in suboptimal pricing. Further, the introduction of future platform changes and upgrades may not result in long term revenue growth.

If Moveworks is unable to develop enhancements to, and new features for, its existing or new services that keep pace with rapid technological developments, its business could be harmed. The success of enhancements, new features and services depends on several factors, including their timely completion, introduction and market acceptance, as well as Moveworks’ ability to integrate all of its product and service offerings and develop adequate selling capabilities in new markets. Failure in this regard may significantly impair Moveworks’ revenue growth and negatively impact its operating results if the additional costs are not offset by additional revenues.

Additionally, if Moveworks fails to timely anticipate or identify significant technology trends and developments, or if Moveworks does not devote appropriate resources to adapting to such trends and

 

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developments, its business could be harmed. Uncertainties about the timing and nature of new network platforms or technologies, modifications to existing platforms or technologies or changes in customer usage patterns thereof could increase Moveworks’ research and development or service delivery expenses or lead to increased reliance on certain vendors of Moveworks. Any failure of Moveworks’ services to operate effectively with future network platforms and technologies could reduce the demand for its services, result in customer dissatisfaction and harm its business.

Moveworks is subject to a variety of risks inherent in expanding its business internationally.

Moveworks is subject to a variety of risks inherent in expanding its business internationally, including:

 

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localizing products and services for international markets and uncertainty regarding the popularity of its platforms in various markets;

 

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political, social and/or economic instability;

 

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risks related to governmental regulations in foreign jurisdictions and unexpected changes in regulatory requirements and enforcement;

 

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fluctuations in currency exchange rates;

 

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higher levels of credit risk and payment fraud;

 

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burdens of complying with a variety of foreign laws;

 

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reduced protection for intellectual property rights in some countries;

 

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difficulties in staffing and managing global operations and the increased travel, infrastructure and legal compliance costs associated with multiple international locations;

 

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compliance with statutory equity requirements; and

 

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management of tax consequences.

If Moveworks is unable to manage the complexity of its global operations and execute expansion in new international markets successfully, its financial performance and operating results could suffer.

Moveworks’ business depends on its customers renewing their subscriptions and purchasing additional licenses or subscriptions from Moveworks, and any decline in its customer retention or expansion could harm its future results of operations.

In order for Moveworks to maintain or improve its results of operations, it is important that Moveworks’ customers renew their licenses or subscriptions when existing contract terms expire and that Moveworks expands its commercial relationships with existing customers. Moveworks’ customers have no obligation to renew their licenses or subscriptions, and its customers may terminate licenses or not renew licenses or subscriptions with a similar contract duration or with the same or greater number of users. Some of Moveworks’ customers have elected not to renew their agreements with Moveworks in the past and it is difficult to accurately predict long-term customer retention. In addition, Moveworks recognizes revenue from customers ratably over the terms of their subscription agreements, which range from one to three years or more. As a result, most of the revenue Moveworks reports in each quarter is the result of subscription agreements entered into during prior quarters. Consequently, a decline in new or renewed subscriptions in any one quarter may not be reflected in Moveworks’ revenue results for that quarter. However, any such decline will negatively affect its revenue in future quarters. Accordingly, the effect of significant downturns in sales, Moveworks’ failure to achieve its internal sales targets, a decline in the market acceptance of its services or a decrease in its net retention rate may not be fully reflected in Moveworks’ operating results until future periods.

 

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Further, Moveworks’ subscription model makes it difficult for Moveworks to rapidly increase its revenue through additional sales in any period. Therefore, Moveworks may be unable to timely address any customer retention issues with specific customers before it negatively impacts Moveworks’ results of operations. If Moveworks’ customers renew their subscriptions on less favorable terms, do not purchase additional licenses or subscriptions or renew their subscriptions or fail to add more users, Moveworks revenue may decline or grow less quickly than expected, which could harm future results of operations and prospects.

If Moveworks fails to effectively manage its growth, its business and results of operations could be harmed.

Since its founding in 2016, Moveworks has experienced rapid growth, which has placed, and may continue to place, significant demands on its management, operational and financial resources. Moveworks operates globally and sells products to customers in approximately 13 countries and territories. Further, Moveworks has employees in the United States, India, Canada, United Kingdom, France and Australia. Moveworks anticipates that significant additional investments will continue to be required to scale its operations to address the needs of its customers and further develop and enhance its services.

These investments may be in the following areas:

 

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sales, marketing and customer success, including an expansion of Moveworks’ sales organization and new customer success initiatives;

 

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Moveworks’ technology infrastructure, including systems architecture, scalability, availability, performance and security;

 

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product development, including investments in Moveworks’ product development team and the development of new products and new functionality;

 

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acquisitions or strategic investments;

 

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international expansion; and

 

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regulatory compliance and risk management.

Moveworks has also experienced significant growth in the number of customers, users, transactions and data that its products and its associated infrastructure support. Moveworks’ future growth plans are subject to significant uncertainty relating to the size and expected growth of its market and may prove to be based on inaccurate assumptions, which makes it difficult for Moveworks to forecast its future operating results. If it fails to achieve the necessary level of efficiency in its organization as it grows, or if it is not able to accurately forecast future growth, Moveworks’ business could be harmed.

If the security controls of Moveworks or its third-party data center hosting facilities are compromised, leading to unauthorized or inappropriate access to customer data, Moveworks’ products could be perceived as insecure, and such perception may result in the loss of existing customers, hinder its ability to attract new ones, and expose Moveworks to significant liabilities.

Moveworks’ business involves the collection, storage and processing of personal information of its customers, including personally identifying information, personal health information and other sensitive data that its customers’ employees input into the Moveworks service. Unauthorized access to, or disclosure of, customer data may occur due to the inadequate use of Moveworks’ security controls by customers or employees or due to vulnerability in Moveworks’ system to security breaches or malicious attacks by third parties. Additionally, because Moveworks does not control its third-party service providers, Moveworks cannot ensure the integrity or security of measures they take to protect customer data and prevent data loss. If Moveworks’ security measures or those of its third-party data center hosting facilities are breached and unauthorized access is obtained to customer data, Moveworks may suffer loss of business, severe reputational damage adversely affecting customer

 

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confidence, regulatory investigations and orders, litigation, indemnity obligations, damages for contract breach, penalties for violation of applicable laws or regulations, significant costs for remediation and other liabilities.

Although Moveworks expends significant resources to create security protections that shield its customer data against potential theft and security breaches, the techniques used to obtain unauthorized access to systems or sabotage systems, or to disable or degrade services, change frequently and are often unrecognizable until launched against a target, and therefore such measures cannot provide absolute security. Because the techniques used to obtain unauthorized access to or to sabotage systems change frequently and generally are not identified until they are launched against a target, Moveworks may not be able to anticipate these techniques or to implement adequate preventative measures. Moveworks may also experience security breaches that may remain undetected for an extended period and, therefore, have a greater impact on the products it offers, the proprietary data processed through its services and, ultimately, on its business.

Data security breaches could also expose Moveworks to liability under various laws and regulations across jurisdictions and increase the risk of litigation and governmental or regulatory investigation. Due to concerns about data security and integrity, a growing number of legislative and regulatory bodies have adopted breach notification and other requirements in the event that information subject to such laws is accessed by unauthorized persons and additional regulations regarding security of such data are possible. Moveworks may need to notify governmental authorities and affected individuals with respect to such incidents. For example, laws in the EU and UK and all 50 U.S. states may require businesses to provide notice to individuals whose personal information has been disclosed as a result of a data security breach. Complying with such numerous and complex regulations in the event of a data security breach could be expensive and difficult, and failure to comply with these regulations could subject Moveworks to regulatory scrutiny and additional liability. Moveworks may also be subject to contractual requirements to notify customers or other counterparties in the event of a security incident, including a data security breach. Regardless of its contractual protections, any actual or perceived data security breach, or breach of Moveworks’ contractual obligations, could harm Moveworks’ reputation and brand, expose Moveworks to potential liability or require it to expend significant resources on data security and in responding to any such actual or perceived breach.

Privacy concerns and laws as well as evolving regulation of cloud computing, AI services, cross-border data transfer restrictions and other domestic or foreign regulations may limit the use and adoption of Moveworks’ services and adversely affect its business and results of operation.

Regulation related to the provision of services over the internet is evolving, as federal, state and foreign governments continue to adopt new, or modify existing, laws and regulations addressing data privacy, cybersecurity, data protection, data sovereignty and the collection, processing, storage, hosting, transfer and use of data, generally. In the United States, the Federal Trade Commission and state regulators enforce a variety of data privacy issues, such as promises made in privacy policies or failures to appropriately protect information about individuals, as unfair or deceptive acts or practices in or affecting commerce in violation of the Federal Trade Commission Act or similar state laws. In addition, new U.S. state data privacy laws, such as the California Consumer Privacy Act, as amended by the California Privacy Rights Act (“CPRA”), and laws that have recently passed and/or gone into effect in many other states similarly impose new obligations on Moveworks and many of its customers, potentially as both businesses and service providers. These laws continue to evolve, and as various states introduce similar proposals, Moveworks and its customers could be exposed to additional regulatory burdens.

In the European Economic Area (“EEA”) and the U.K., data privacy laws and regulations, such as the European Union General Data Protection Regulation (“EU GDPR”) and United Kingdom General Data Protection Regulation and Data Protection Act 2018 (collectively, the “UK GDPR”, and, together with the EU GDPR, the “GDPR”), impose comprehensive obligations directly on Moveworks as both a data controller and a data processor, as well as on many of Moveworks’ customers, in relation to its collection, processing, sharing, disclosure and other use of personal data. These obligations include strict requirements on transparency, lawful basis for processing, data minimization, data subject rights, breach notification, international transfers and, in

 

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some cases, the appointment of a local representative. Any failure by Moveworks to be fully compliant with all of the requirements of the GDPR or the CPRA might expose Moveworks to sanctions and other remedies under those laws and may complicate data protection audits or inquiries.

Although Moveworks monitors the regulatory, judicial and legislative environment and has invested in addressing these developments, these laws may require Moveworks to make additional changes to Moveworks’ practices and services to enable Moveworks or its customers to meet new legal requirements, and may also increase its potential liability exposure through new or higher potential penalties for noncompliance, including as a result of penalties, fines and lawsuits related to data breaches. For instance, the Digital Services Act in the EU, which came into force on November 16, 2022 and the majority of substantive provisions of which took effect on February 17, 2024, imposes new obligations around illegal services or content on the Moveworks platform, traceability of business users, and enhanced transparency measures, and failure to comply can result in fines of up to 6% of total annual worldwide turnover. Record-breaking enforcement actions globally have shown that regulators wield their right to impose substantial fines for violations of privacy regulations, and these enforcement actions could result in guidance from regulators that would require changes to Moveworks’ current compliance strategy. Furthermore, privacy laws and regulations are subject to differing interpretations and may be inconsistent among jurisdictions. These and other requirements are causing increased scrutiny among customers, particularly in the public sector and highly regulated industries, and may be perceived differently from customer to customer. These developments could reduce demand for Moveworks’ services, require Moveworks to take on more onerous obligations in its contracts, restrict its ability to store, transfer and process data, require Moveworks to fundamentally change its business activities and practices or modify its products, or, in some cases, impact Moveworks’ ability to deploy Moveworks’ solutions, to reach current and prospective customers, or to derive insights from customer data globally. Certain customer contracts include customary indemnity provisions for data protection violations or non-compliance. These are standard in enterprise SaaS agreements and do not reflect any unusual risk profile. In some EU jurisdictions, regulators also interpret cookie tracking and analytics as requiring prior consent through a banner or other notice mechanism.

For example, in July 2020, the Court of Justice of the European Union (“CJEU”) invalidated the EU-U.S. Privacy Shield Framework, one of the mechanisms that allowed companies to transfer personal data from the EEA to the United States. Even though the CJEU decision upheld the Standard Contractual Clauses as an adequate transfer mechanism, the decision created uncertainty around the validity of all EU-to-U.S. data transfers. While the EU and U.S. governments have recently adopted the EU-U.S. Data Privacy Framework to foster EU-to-U.S. data transfers and address the concerns raised in the aforementioned CJEU decision, it is uncertain whether this framework will eventually be overturned in court like the previous two EU-U.S. bilateral cross-border transfer frameworks. Certain countries outside of the EEA have also passed or are considering passing laws requiring varying degrees of local data residency. By way of further example, statutory damages available through a private right of action for certain data breaches under the CPRA and potentially other U.S. states’ laws, may increase Moveworks’ and its customers’ potential liability and the demands its customers place on Moveworks. Transfers of personal data between the U.K. and the EEA are currently permitted based on reciprocal adequacy decisions. However, the EU adequacy decision for the U.K. is subject to review in 2025 and may not be renewed. As another example, jurisdictions are considering legal frameworks on AI, which is a trend that may increase now that the EC has approved the first such framework.

The EU Artificial Intelligence Act introduces requirements for certain AI systems, including general-purpose systems. Some systems may be subject to additional obligations if considered systemic. AI systems used by Moveworks may also produce inaccurate or fabricated outputs, commonly referred to as “hallucination” or output verifiability risk. If relied upon by customers, these may result in reputational harm or contractual claims. Because data protection and AI regulation continue to evolve, and may differ across jurisdictions, Moveworks may be required to make operational changes that increase cost, legal risk or complexity.

The costs of compliance with, and other burdens imposed by, privacy laws, regulations and standards may limit the use and adoption of Moveworks’ services, reduce overall demand for Moveworks’ services, make it

 

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more difficult to meet expectations from its commitments to customers, lead to significant fines, penalties or liabilities for noncompliance, impact its reputation, or slow the pace at which Moveworks can close sales transactions, in particular where customers request specific warranties and unlimited indemnity for noncompliance with privacy laws, any of which could harm its business.

Interruptions or performance problems associated with Moveworks’ services, including mis-triggers, could harm its business and results of operations.

Moveworks’ service is based on a technology that uses a combination of probabilistic-based machine learning models to attempt to understand the intent of each employee’s request for support, determine the optimal response and then deliver the most relevant resource. There can be no assurance that Moveworks’ existing services and new services it introduces in the future will not contain defects or errors. Moveworks has experienced, and may in the future experience, availability disruptions and occasions when the service does not deliver the response reasonably expected by its customers’ employees. Moveworks’ customers rely on its services for important aspects of their employee support strategies. Any errors, defects, disruptions in service or other performance problems could hurt Moveworks’ reputation and dissuade its customers’ employees from using its services. For example, AI technologies, including generative AI, may create content that appears correct but is factually inaccurate (hallucinations) or flawed, or contains copyrighted or other protected material, and if Moveworks’ customers or others use this flawed content to their detriment, Moveworks may be exposed to brand or reputational harm, competitive harm, or legal liability, and as a result, its customers could elect to not renew Moveworks’ services or delay or withhold payment to it. Moveworks could also lose future sales and its customers may make warranty or other claims against Moveworks. Additionally, errors, failures, vulnerabilities or bugs may occur in Moveworks’ services, especially when updates are deployed or new products are rolled out. Any such errors, failures, vulnerabilities or bugs may not be found until after Moveworks’ services are deployed to customers. Real or perceived errors, failures, vulnerabilities or bugs in Moveworks’ services could result in negative publicity, loss of or delay in market acceptance of Moveworks products or loss of competitive position, all of which could harm its business.

Moveworks relies on third-party managed hosting services to deliver its services, and any disruption or interference may harm its business.

Moveworks currently serves its customers from third-party data center hosting facilities and cloud computing platform providers located in the United States and in the future will plan to contract with additional data centers in North America and new data centers in Europe and Asia. Moveworks also has integrations with a variety of other software products and services. Moveworks is dependent on third parties to ensure continued access to these critical applications that Moveworks does not control. Any disruptions in these services, including as a result of actions outside of Moveworks’ control, could significantly impact the continued performance of its products. In the future, these services may not be available to Moveworks on commercially reasonable terms, or at all. Any loss of the right to use any of these services could result in decreased functionality of Moveworks’ products until equivalent technology is either developed by Moveworks or, if available from another provider, is identified, obtained and integrated into its infrastructure.

Moveworks may be sued by third parties for alleged infringement or misappropriation of their intellectual property rights and failure to protect its intellectual property rights could harm its business.

There is considerable patent and other intellectual property development activity in the industry in which Moveworks operates. The future success of Moveworks depends in part on not infringing upon or misappropriating the intellectual property rights of others and Moveworks may be unaware of the intellectual property rights of others that may cover some or all of its technology. Some companies, including some of Moveworks’ competitors, own large numbers of patents, copyrights and trademarks, which they may use to assert claims against Moveworks. If Moveworks is sued by third parties for intellectual property infringement, it may become subject to injunction or be required to pay substantial damages or ongoing royalty or license

 

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payments. Further, Moveworks’ customer agreements require it to indemnify its customers for third-party intellectual property infringement claims. Any dispute with a customer with respect to such obligations could have adverse effects on Moveworks’ relationship with that customer and other current and prospective customers, reduce demand for its products, damage its reputation and harm its business, results of operations and financial condition. Further, any adverse intellectual property determination by the courts could prevent Moveworks from offering its services and cause Moveworks to incur significant expenses or require Moveworks to comply with other unfavorable terms, including to implement expensive workarounds.

To protect its proprietary technologies and processes, Moveworks primarily relies on a combination of trade secret, patents, trademarks and copyright laws, as well as confidentiality and license agreements with Moveworks employees, consultants and third parties. These agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. While Moveworks has some patents and pending patent applications, it may be unable to obtain patent protection for the technology covered in its patent applications or the scope of the patent protection may not be adequate to provide meaningful protection to its business.

Moveworks believes that the protection of its trademark rights is an important factor in product recognition, protecting its brand and maintaining goodwill. If Moveworks does not adequately protect its rights in its trademarks from infringement and unauthorized use, any goodwill that Moveworks has developed in those trademarks could be lost or impaired, which could harm its brand and its business.

Moveworks uses open-source software in its products that may subject its products to general release or require Moveworks to re-engineer its products, which could harm its business.

Moveworks uses open-source software in its products and expects to continue to use open-source software in the future. There are uncertainties regarding the proper interpretation of and compliance with open-source software licenses. Consequently, there is a risk that the owners of the copyrights in such open-source software may claim that the open-source licenses governing their use impose certain conditions or restrictions on Moveworks’ ability to use the software that Moveworks did not anticipate. Such owners may seek to enforce the terms of the applicable open-source license, including by demanding release of the source code for the open-source software, derivative works of such software or, in some cases, Moveworks’ proprietary source code that uses or was developed using such open-source software. These claims could also result in litigation, require Moveworks to purchase a costly license or require it to devote additional research and development resources to change its products, any of which could result in additional costs, liabilities and reputational damages to Moveworks, and harm to its business and results of operations. In addition, if the license terms for the open-source software Moveworks utilizes change, Moveworks may be required to re-engineer its products or incur additional costs to comply with the changed license terms or to replace the affected open-source software. Although Moveworks has general practices and procedures to regulate the use and incorporation of open-source software into its products, Moveworks cannot be certain that it has not incorporated open-source software in its products in a manner that is inconsistent with such practices.

Moveworks is subject to increasing and changing laws and regulations that may expose Moveworks to liability and increase its costs.

Federal, state, local and foreign government bodies or agencies have in the past adopted, and may in the future adopt, laws or regulations affecting the technology industry or the industries in which Moveworks operates, including imposing taxes, fees or other charges. Changes in these laws or regulations could require Moveworks to modify its products in order to comply with these changes. The costs of compliance with, and other burdens imposed by, industry-specific laws, regulations and interpretive positions may limit its customers’ use and adoption of its services and reduce overall demand for Moveworks services. Compliance with these regulations may also require Moveworks to devote greater resources to support certain customers, which may increase costs and lengthen sales cycles. For example, some financial services regulators in various jurisdictions have imposed guidelines for

 

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use of cloud computing services that mandate specific controls or require financial services enterprises to obtain regulatory approval prior to outsourcing certain functions. In the United States, the implementation of a cybersecurity Executive Order released in May 2021 may result in further changes and enhancements to compliance and incident reporting standards in order to obtain certain public sector contracts in the future. If Moveworks is unable to comply with these rules, guidelines or controls, or if Moveworks’ customers are unable to obtain regulatory approval to use Moveworks services where required, its business may be harmed.

Additionally, Moveworks continues to expand its business in the U.S. and internationally, it will inevitably do more business with large private enterprises and the public sector in the U.S. and in countries outside of the U.S. Accordingly, Moveworks is subject to various domestic and international anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act and the UK Bribery Act, as well as other similar anti-bribery and anti-kickback laws and regulations. These laws and regulations generally prohibit companies and their employees and intermediaries from authorizing, offering or providing improper payments or benefits to officials and other recipients for improper purposes. Moveworks relies on certain third parties to support its sales and regulatory compliance efforts and can be held liable for their corrupt or other illegal activities, even if Moveworks does not explicitly authorize or have actual knowledge of such activities. Although Moveworks takes precautions to prevent violations of these laws, its exposure for violating these laws increases as its international presence expands and as it increases sales and operations in additional jurisdictions.

Finally, as Moveworks expands its products and services and evolves or develops its business models, it may become subject to additional government regulation or increased regulatory scrutiny. Regulators (both in the U.S. and in other jurisdictions in which it operates) may adopt new laws or regulations, change existing regulations or their interpretation of existing laws or regulations may differ from Moveworks’ current understanding. For example, the regulation of emerging technologies that Moveworks may incorporate into its offerings, such as AI and machine learning, is still an evolving area, and it is possible that Moveworks could become subject to new regulations that would negatively impact its plans, operations and results. Additionally, many jurisdictions across the world are currently considering, or have already begun implementing, changes to antitrust and competition laws, regulations or their enforcement to enhance competition in digital markets and address practices by certain digital platforms that they perceive to be anticompetitive, which may impact Moveworks’ ability to invest in, acquire or enter into joint ventures with other entities in the future.

New legislation, regulation, public policy considerations, changes in the cybersecurity environment, litigation by governments or private entities and changes to or new interpretations of existing laws may result in greater oversight of the technology industry, restrict the types of products and services that Moveworks can offer, limit how it can distribute its products or otherwise cause Moveworks to change the way Moveworks operates its business. Moveworks may not be able to respond quickly to such regulatory, legislative and other developments, and these changes may in turn increase its cost of doing business and limit its revenue opportunities. In addition, if Moveworks’ practices are not consistent with new interpretations of existing laws, Moveworks may become subject to lawsuits, penalties and other liabilities that did not previously apply.

Moveworks depends on its Founders and other key employees and the loss of one or more of these employees or an inability to attract and retain highly skilled employees could adversely affect its business.

Much of Moveworks’ future success depends on the continued service, availability and performance of its Founders and other key employees. Moveworks’ Founders and key employees are at-will employees and have specialized knowledge and skills about Moveworks and its service. The loss of any of these individuals would harm its business. Additionally, as Moveworks grows, it may find it difficult to maintain important aspects of its corporate culture, which could negatively affect its ability to retain key employees.

Competition for software and machine learning engineers and other key employees is intense. Moveworks competes with many other companies for candidates with high levels of experience in designing, developing and marketing SaaS software and conversational artificial intelligence applications. Moveworks has experienced, and

 

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expects to continue to experience, difficulty in hiring employees with appropriate qualifications and may not be able to fill positions in a timely manner or at all. Moveworks also has been limited in some cases in its ability to recruit or hire certain potential employees due to immigration or travel restrictions. If Moveworks fails to attract qualified new personnel, its business and future growth prospects will be harmed.

Many of the companies with which Moveworks competes for experienced personnel have greater resources than Moveworks has, and some of these companies may offer greater compensation packages. Additionally, most of the highly-coveted job candidates have competing offers from other high growth technology companies. If there is a perception that Moveworks’ future valuation prospects are less positive compared to other technology companies, it will make it more difficult to attract and retain employees.

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, any prospectus supplement and the documents incorporated or deemed to be incorporated by reference herein or therein contain certain statements regarding future events and future results that are based on current expectations, estimates, forecasts and projections about the business, the results of operations, the industries in which ServiceNow and/or Moveworks operate and the beliefs and assumptions of management, all of which are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Words such as “anticipate”, “expect”, “forecast”, “intend”, “estimate”, “potential”, “continue” and other similar terms, and future or conditional tense verbs like “may”, “will”, “would”, “could”, “should”, “intend” and “might”, as well as variations of these words and similar expressions (or the negative versions of such words or expressions), are intended to identify those forward-looking statements. Forward-looking statements are only predictions and are subject to risks, uncertainties, assumptions and other factors that are difficult to predict. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Potential factors that might cause or contribute to such differences include, but are not limited to:

 

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the possibility that the Transaction may not be consummated on the terms or timeline currently contemplated, or at all, as ServiceNow and/or Moveworks may be unable to satisfy the conditions to Closing or obtain the approvals required to complete the Transaction;

 

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the requirement to obtain certain regulatory approvals and clearances to consummate the Transaction, which, if delayed, not granted or granted with material restrictions or conditions, could prevent, substantially delay or impair the consummation of the Transaction, result in additional expenses and resources or reduce the anticipated benefits of the Transaction;

 

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the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement;

 

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the failure to realize the expected benefits of the Transaction (including anticipated revenue and growth synergies), or the risk that such benefits may be more difficult to realize or take longer to achieve than anticipated;

 

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the failure to effectively integrate the Moveworks business into ServiceNow following the consummation of the Transaction, or the integration may not be as successful as anticipated;

 

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any significant or unexpected transaction and integration-related costs or difficulties in connection with the Transaction and/or unknown or inestimable liabilities;

 

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the risk that certain Moveworks directors and executive officers may have interests in the Transaction that may be different from, or in addition to, those of Moveworks Stockholders;

 

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the market price for shares of ServiceNow Common Stock before and after the completion of the Transaction may be affected by certain factors different from, or in addition to, those that historically have affected or currently affect the market prices of shares of ServiceNow Common Stock;

 

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the potential impact of the announcement, pendency or consummation of the Transaction on relationships, including with customers, suppliers, business partners and employees of ServiceNow or Moveworks;

 

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the risk that third parties may modify, amend or terminate existing contracts or arrangements with ServiceNow or Moveworks;

 

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any failure to attract, motivate and retain management personnel and other key employees that could diminish the anticipated benefits of the Transaction; and

 

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general economic, business and political conditions that affect the combined company following the consummation of the Transaction.

 

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The factors identified above are not exhaustive. While forward-looking statements are based on management’s reasonable expectations at the time that these are made, you should not rely on those statements. You should consider the risks and uncertainties described or referred to herein and you should not place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. ServiceNow and Moveworks undertake no obligation (and expressly disclaim any obligation) to revise or update publicly any forward-looking statements for any reason, whether as a result of new information, future events or otherwise, except as may be required by law. Further information about factors that could materially affect ServiceNow, including its results of operations and financial condition, is contained in the section entitled “Risk Factors” in Part I, Item 1A of ServiceNow’s most recent Annual Report on Form 10-K; Part II, Item 1A of any subsequent Quarterly Reports on Form 10-Q; and/or any Current Reports on Form 8-K filed with the SEC after the date of this prospectus, as well as the section entitled “Risk Factors” beginning on page 15 of this prospectus.

 

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THE TRANSACTION

The following is a description of certain material aspects of the Transaction. This description may not contain all of the information that is important to you. ServiceNow and Moveworks encourage you to carefully read this entire prospectus, including the Merger Agreement attached to this prospectus as Annex A, for a more complete understanding of the Transaction.

Structure of the Transaction

The Merger Agreement provides, among other matters, for the acquisition of Moveworks pursuant to a two-step forward merger, on the terms and subject to the conditions in the Merger Agreement and in accordance with the DGCL and the DLLCA. Pursuant to the Merger Agreement, at the Effective Time, Merger Sub I will merge with and into Moveworks, with Moveworks continuing as the Surviving Corporation and as a wholly-owned subsidiary of ServiceNow. Immediately following the First Merger and at the Second Effective Time, Moveworks, as the surviving corporation in the First Merger, will merge with and into Merger Sub II, with Merger Sub II continuing as the Surviving Company and a direct wholly-owned subsidiary of ServiceNow.

The Consideration

The aggregate consideration (the “Aggregate Consideration”) payable by ServiceNow to the Securityholders is $2,850,000,000, subject to adjustments for net working capital, cash, indebtedness, transaction expenses and certain other items as set forth in the Merger Agreement. The consideration to be paid to the Securityholders will consist of a combination of cash and shares of ServiceNow Common Stock, as may be elected by each Securityholder as described more fully in the section entitled “The Merger Agreement—Consideration” beginning on page 50 of this prospectus.

Background of the Transaction

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. The following chronology does not purport to catalogue every conversation among the Moveworks Board, the ServiceNow Board or the representatives of each company, their respective advisors or any other persons.

Each of ServiceNow and Moveworks regularly reviews opportunities to achieve its respective long-term operational and financial goals and to enhance shareholder value, including through potential strategic transactions such as business combinations, equity investments, acquisitions and similar transactions.

From its inception through June 2021, Moveworks raised approximately $315 million in multiple venture financing rounds, including approximately $200 million in connection with its Series C Preferred Stock and Series C-1 Preferred Stock round in June 2021, which valued Moveworks at approximately $2.1 billion on a “post-money” basis.

On January 9, 2025, Abhi Arun, Managing Partner at Alkeon Capital Management and a Moveworks Stockholder, sent an email to Bill McDermott, CEO of ServiceNow, and to Bhavin Shah, CEO of Moveworks, to make an initial introduction to explore ways in which the two companies might collaborate. This introduction was made at Mr. McDermott’s request, since ServiceNow and Moveworks offer complementary products and frequently serve many of the same types of customers.

On January 16, 2025, Mr. Shah and Mr. McDermott met to discuss the complementary nature of each company’s products, as well as the possibility of an acquisition of Moveworks by ServiceNow.

 

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On January 17, 2025, in light of the discussion of a potential acquisition, Moveworks contacted representatives of Qatalyst Partners LP (“Qatalyst”) to discuss the engagement of Qatalyst to act as a financial advisor to Moveworks.

Over the next few days, Mr. Shah held discussions with the other members of the Moveworks Board. Each of the members of the Moveworks Board was generally supportive of exploring the potential acquisition by ServiceNow, and on January 19, 2025, Mr. Shah called Mr. McDermott to confirm that Moveworks was interested in continuing discussions about a potential acquisition.

On January 22, 2025, ServiceNow provided a draft confidentiality agreement to Moveworks to facilitate further discussions between the parties. Later that day, following negotiations, Moveworks and ServiceNow entered into the confidentiality agreement.

On January 23, 2025, the Founders met with representatives of ServiceNow, including Amit Zavery, President, Chief Product Officer and Chief Operating Officer, to discuss ServiceNow’s perspective and ideas regarding the benefits of an acquisition. The Founders also provided a high-level overview of the Moveworks platform and product suite during the meeting.

On January 28, 2025, the M&A Working Group of the ServiceNow Board (the “M&A Working Group”) held a meeting with members of ServiceNow senior management to provide a high-level overview of Moveworks, including its business, and a potential acquisition by ServiceNow. During the meeting, the M&A Working Group expressed support for ServiceNow management moving forward with discussing, evaluating and negotiating a potential acquisition of Moveworks.

On January 29, 2025, ServiceNow delivered an initial non-binding letter of intent for an acquisition of Moveworks for a purchase price of $2.65 billion, to be paid in the form of shares of ServiceNow Common Stock, on a debt-free, cash-free basis with a normalized level of working capital (the “Proposed Transaction”). The terms of the Proposed Transaction also provided for $100 million of additional retention and incentive compensation in the form of restricted stock units, and indicated that certain key employees of Moveworks would subject a material portion of the consideration received in the Proposed Transaction to time-based vesting over a thirty-six (36)-month period following the closing. The letter of intent was accompanied by a proposed exclusivity agreement, pursuant to which, among other things, Moveworks and each of the Founders would be prohibited from soliciting or entering into any alternative transaction for a period of fourteen (14) days after execution of the exclusivity agreement, subject to automatic extensions of seven (7) days each, unless Moveworks delivered a written notice of its intent to not continue discussions for the Proposed Transaction at least two (2) days prior to the expiration of the then-current exclusivity period.

On January 30, 2025, Qatalyst provided Moveworks with a proposed engagement letter.

On January 30, 2025 and January 31, 2025, at the direction of Mr. Shah following discussions with each of the members of the Moveworks Board, representatives of Qatalyst reached out to several other potential strategic partners for Moveworks, which strategic partners Moveworks and Qatalyst had determined to be most likely to have interest and capability to complete an acquisition on terms at least as favorable as the Proposed Transaction, to determine if any parties had an interest in pursuing a potential business combination with Moveworks.

On January 31, 2025, a representative of ServiceNow contacted a member of the Moveworks Board and indicated that ServiceNow had been informed of the outreach to one of the other potential acquirers and confirmed that ServiceNow remained very interested in pursuing the Proposed Transaction. The ServiceNow representative further noted that ServiceNow believed it had proposed a fair price for Moveworks.

Later that day on January 31, 2025, the Moveworks Board convened a meeting, with representatives of O’Melveny & Myers LLP (“O’Melveny”), outside legal counsel to Moveworks, and representatives of Qatalyst

 

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present. At the meeting, representatives of Qatalyst reviewed with the Moveworks Board the terms of the Proposed Transaction and valuation information for Moveworks. The representatives of Qatalyst also reviewed the status of the outreach to the other parties, noting that one party (“Party A”) was discussing internally whether it wished to proceed and the other parties that Qatalyst contacted had declined to proceed with discussions. Representatives of O’Melveny also reviewed key terms of the letter of intent and potential revisions thereto, during which they also advised the Moveworks Board of its fiduciary obligations, particularly in the context of a business combination transaction. Throughout such meeting, the members of the Moveworks Board and representatives of Qatalyst and O’Melveny discussed proposed responses to ServiceNow and the letter of intent. Following discussion, the Moveworks Board determined to propose alternative terms to ServiceNow for a Proposed Transaction, including (i) a purchase price of $3.3 billion, payable fifty percent (50%) in cash and fifty percent (50%) in freely tradeable shares of ServiceNow Common Stock, with the value of ServiceNow Common Stock determined at the closing of the Proposed Transaction, together with revesting of either (i) twenty-five percent (25%) of the consideration payable to key employees of Moveworks over three (3) years or (ii) one-third (1/3) of the consideration payable to key employees of Moveworks over two (2) years, in each case, with protections for termination without cause and resignation with good reason; (ii) a requirement that ServiceNow obtain a representations and warranties insurance policy at its expense, which would be its sole remedy post-closing, absent fraud; and (iii) an increase in the additional retention program by $50 million, from $100 million to $150 million. The Moveworks Board’s proposal also included appropriate protection for antitrust risk and limited conditions to the closing of the Proposed Transaction.

Following the Moveworks Board meeting, Mr. Shah met with Mr. McDermott on February 1, 2025 to inform him of the Moveworks Board’s alternative proposal and to further negotiate the letter of intent. After further negotiations, the parties reached a preliminary non-binding verbal agreement on the terms for the Proposed Transaction to be valued at $2.85 billion in a combination of cash and shares of ServiceNow Common Stock, of which (i) holders of Preferred Stock may elect to receive a portion of the proceeds payable in cash, so long as the aggregate cash proceeds payable to all holders of Preferred Stock would not exceed fifty percent (50%), and (ii) holders of Common Stock may elect to receive up to twenty percent (20%) of the proceeds payable in cash, with the remainder, in each case, payable in freely-tradable shares of ServiceNow Common Stock. The parties also verbally agreed that (i) there would be an additional $150 million retention program; (ii) ServiceNow would obtain a representations and warranties insurance policy (recovery against which would serve as ServiceNow’s sole remedy post-closing, absent fraud); and (iii) twenty-five percent (25%) of the shares of ServiceNow Common Stock issuable to the Founders would revest over 36 months post-closing on a monthly basis, subject to full acceleration upon termination without cause or resignation for good reason.

Following that meeting, on the same day, representatives of O’Melveny held an introductory call with representatives of Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), outside legal counsel to ServiceNow, to discuss the transaction process and items that ServiceNow considered to be high priority for its initial due diligence review. Later that day, representatives of O’Melveny delivered to Skadden a revised letter of intent and exclusivity agreement, reflecting the agreed terms. The parties then exchanged comments to drafts of the letter of intent and exclusivity agreement. The revised exclusivity agreement provided for a fourteen (14)-day exclusivity period, with one (1) automatic seven (7)-day extension unless Moveworks delivered notice to not continue discussions regarding the Proposed Transaction, and allowed Moveworks to continue existing ongoing discussions with venture capital firms or private equity funds (excluding any that were affiliated with strategic investors) regarding a minority equity investment in Moveworks.

On February 2, 2025, ServiceNow confirmed it was prepared to move forward with the revised letter of intent and exclusivity agreement, and Moveworks provided copies of such documents to the Moveworks Board. All of the members of the Moveworks Board indicated they were supportive of executing the revised letter of intent and exclusivity agreement, which Moveworks and ServiceNow both executed and delivered later that day.

On February 3, 2025, representatives of Qatalyst were contacted via email by Party A, who had been deliberating its interest in moving forward with discussions, indicating that, if there was any interest on the part

 

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of Moveworks, Party A could be available for a meeting during the week of February 17, 2025. In light of the exclusivity agreement with ServiceNow, Qatalyst did not respond to the request. Party A sent a follow-up email on February 7, 2025, and Qatalyst also did not respond to that email.

From February 1, 2025 through February 4, 2025, Moveworks provided responses to ServiceNow’s high-priority due diligence requests. Moveworks also began assembling a virtual data room to facilitate ServiceNow’s due diligence review.

On February 5, 2025, a representative of Skadden and a representative of O’Melveny held a telephone call. On that call, the representatives discussed the due diligence process and Skadden indicated that it was preparing a more in-depth long-form term sheet that would contain additional detail relative to the terms set forth in the letter of intent. On February 6, 2025, Skadden delivered ServiceNow’s due diligence request list to O’Melveny.

Also on February 5, 2025, the Moveworks Board convened a meeting, with a representative of O’Melveny attending, to discuss the performance milestones applicable to the Restricted Shares awarded to the Founders. The Moveworks Board determined it was advisable, recognizing the valuation of Moveworks that could be achieved in connection with the Proposed Transaction, to adjust the vesting conditions applicable to the equity awards of certain Founders. See the discussion under the section entitled “Interests of Directors and Officers in the Transaction—Interests of Directors and Executive Officers of Moveworks in the Transaction” on page 82 of this prospectus, for additional information on amendments to the vesting terms applicable to holdings of certain Founders.

On February 7, 2025, Skadden, on behalf of ServiceNow, delivered a draft of the non-binding long-form term sheet to O’Melveny. Among other things, the term sheet provided that (i) the shares of ServiceNow Common Stock to be issued as consideration in the Proposed Transaction would be valued based on a fixed exchange ratio determined at the signing of the definitive agreement; (ii) the shares of ServiceNow Common Stock to be issued to Securityholders would be subject to a lock-up; provided, that, one-third (1/3) of such shares would be freely transferable without restriction at the closing, with the remaining shares subject to transfer prohibitions which would be released and become freely transferable with respect to (x) one-third (1/3) of the shares forty-five (45) days after the closing and (y) the remaining one-third (1/3) of the shares ninety (90) days after the closing; (iii) unvested Options would be assumed by ServiceNow; (iv) with respect to regulatory matters, each of ServiceNow and Moveworks would use reasonable best efforts to obtain all required regulatory approvals; provided, that, ServiceNow would not be obligated to make any commitments to resolve any antitrust concerns, and there would be no reverse termination fee if the Proposed Transaction is not consummated due to the failure to obtain required regulatory approvals; and (v) additional conditions to closing related to the acceptance of employment offers by the Founders, key employees and certain employees of Moveworks.

Following receipt of the term sheet, members of the Moveworks Board discussed over email the proposed terms and proposed responses.

On February 8, 2025, representatives of O’Melveny held a call with representatives of Skadden to preview the Moveworks Board’s responses on the term sheet. Following that call, O’Melveny, on behalf of Moveworks, provided a revised term sheet to Skadden. The response included, among other things, that (i) the shares of ServiceNow Common Stock to be issued as consideration would be valued at the closing of the Proposed Transaction based on a fixed value for such shares; (ii) there would be no lock-up on such shares; (iii) unvested Options would be cancelled at the closing; (iv) ServiceNow would commit to certain specified remedies to obtain regulatory approval, or in the alternative, a reverse termination fee; and (v) the proposed closing condition around the Founders, key employees and certain employees of Moveworks would be removed.

From February 9, 2025 through February 11, 2025, representatives of O’Melveny and Skadden, on behalf of Moveworks and ServiceNow, respectively, negotiated the terms of and exchanged revisions to, the term sheet.

 

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On February 10, 2025, the M&A Working Group of the ServiceNow Board convened a meeting. At the meeting, members of ServiceNow senior management and the M&A Working Group discussed the current status of the negotiations, potential next steps and timing and related matters.

On February 10, 2025, Moveworks opened the virtual data room to ServiceNow, Skadden and ServiceNow’s other advisors. During the days that followed, representatives of ServiceNow, Moveworks, Skadden and O’Melveny and other advisors engaged in numerous discussions regarding due diligence matters and exchanged relevant Moveworks information. As part of this process, Moveworks made additional documents available in the virtual data room on a rolling basis.

On February 11, 2025, at a meeting of the ServiceNow Board, the ServiceNow Board determined that it was advisable to delegate authority to the M&A Working Group to review and approve the key terms of the Proposed Transaction and the Merger Agreement at the appropriate time. On that same day, Skadden sent O’Melveny a proposed “clean team” agreement and a proposed joint defense agreement to facilitate discussions regarding regulatory matters. After negotiations, the parties executed the clean team agreement on February 12, 2025, and the joint defense agreement on February 13, 2025.

On February 12, 2025, the Founders and Kerman Lau, Chief Financial Officer of Moveworks, met in San Diego, California, with representatives of ServiceNow, including Mr. Zavery and members of the R&D, corporate development, finance, people, legal and accounting teams, among others, in person and through virtual Zoom meetings. During the day, within the boundaries permitted by relevant antitrust laws, the Moveworks management team provided an introduction to Moveworks, similar to what Moveworks presents to its prospective customers, and engaged in discussions on the technology underlying the Moveworks platform. AnnMarie Zimmermann, Chief People Officer of Moveworks, also provided an overview of Moveworks employees, organizational structure and facilities.

On that same day, the parties agreed upon the revised non-binding term sheet. The final resolution of the term sheet included, among other things, that (i) the shares of ServiceNow Common Stock to be issued as consideration would be valued based on a fixed exchange ratio determined at the signing of the definitive agreement, as opposed to a volume weighted average price over several days leading up to the closing, (ii) one-quarter (1/4) of such shares would not be subject to any lock-up, and one-quarter (1/4) of such shares would become freely transferable on each of the 15th, 30th and 45th day following the closing of the Proposed Transaction, (iii) unvested Options would be cancelled at the closing; (iv) the parties would use reasonable best efforts to obtain required regulatory approvals, subject to further discussion, and (v) the closing conditions would require all of the Founders and the key employees and at least eighty percent (80%) of Moveworks employees offered employment by ServiceNow to accept the offers.

On February 14, 2025, Moveworks executed the Qatalyst engagement letter.

On February 16, 2025, Skadden circulated an initial draft of the Merger Agreement and certain ancillary transaction documents to O’Melveny.

On February 19, 2025, ServiceNow and J.P. Morgan (“JPM”) executed an engagement letter for JPM to act as a financial advisor to ServiceNow in connection with the potential acquisition of Moveworks. On that same day, ServiceNow and Tidal Partners LLC (“Tidal Partners”) executed an engagement letter for Tidal Partners to act as an additional financial advisor to ServiceNow in connection with the potential acquisition.

On February 20, 2025, the Moveworks Board held a meeting, with representatives of Qatalyst and O’Melveny in attendance, to discuss the draft of the Merger Agreement. The Moveworks Board also discussed and approved the partial acceleration of vesting shares of restricted Common Stock held by Varun Singh and Jiang Chen and the allocation of a portion of the retention plan to each of them.

 

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Also on February 20, 2025, representatives of Skadden discussed an extension to the exclusivity agreement with representatives of O’Melveny. On that same day, Skadden sent an extension to the exclusivity agreement to O’Melveny, which amended the expiration date so that the exclusivity period would expire at 11:59 p.m., Pacific time, on March 9, 2025. Each of ServiceNow and Moveworks executed the extension to the exclusivity agreement on February 21, 2025.

On February 23, 2025, O’Melveny sent a revised draft of the Merger Agreement and certain ancillary transaction documents to Skadden.

From February 23, 2025 through March 9, 2025, ServiceNow, Moveworks and the Founders, together with their respective counsel, held numerous telephone meetings and other communications to negotiate the terms, and exchange drafts, of the Merger Agreement and other transaction documents. In particular, the parties negotiated, among other things, (i) a loan from ServiceNow to Moveworks in an amount of up to $100 million, of which $25 million may be drawn upon by Moveworks in the event that the closing has not occurred by July 15, 2025 and the remaining amount may be drawn upon by Moveworks in the event that the Merger Agreement is terminated under certain circumstances; (ii) an obligation for each of ServiceNow and Moveworks to contest and defend any legal proceedings brought by a governmental entity in the U.S. to seek and obtain regulatory approval; (iii) the terms of acceleration with respect to the Founders’ shares of ServiceNow Common Stock subject to revesting; (iv) the assumption by ServiceNow of unvested Options; and (v) the treatment of Moveworks’ deferred revenue within a certain range of estimated levels, which would not be included in the calculation of indebtedness, and with respect to the determination of working capital and, therefore, would not impact the aggregate consideration in the Proposed Transaction.

During this period, Moveworks also contacted additional holders of a significant portion of the outstanding Preferred Stock that were accredited investors but did not have designees on the Moveworks Board to request that, once the Merger Agreement was approved by the Moveworks Board, such holders sign a written consent approving the Proposed Transaction to ensure that, in addition to a majority of the holders of Preferred Stock voting as a single class, a majority of holders of each series of Preferred Stock would approve the Proposed Transaction.

On March 7, 2025, the M&A Working Group of the ServiceNow Board held a meeting, with representatives of Skadden present. At the meeting, the M&A Working Group reviewed the final key terms of the Merger Agreement and related documents. After due consideration and discussion of the advisability of the Merger Agreement and the Proposed Transaction, the M&A Working Group adopted resolutions approving the Proposed Transaction, including the Mergers, and the Merger Agreement and related documents.

On March 9, 2025, the Moveworks Board held a meeting, with representatives of Qatalyst and O’Melveny present. At the meeting, the Moveworks Board reviewed the final terms of the Merger Agreement and related documents and the interests of certain Moveworks directors and officers in the Proposed Transaction (as further described in the section entitled “Interests of Directors and Officers in the Transaction—Interests of Directors and Executive Officers of Moveworks in the Transaction” beginning on page 82 of this prospectus). Members of the Moveworks Board discussed with representatives of O’Melveny their fiduciary duties in connection with the Proposed Transaction and discussed the advisability of the Mergers, the Merger Agreement and the Proposed Transaction. The Moveworks Board then adopted resolutions approving the Mergers and the Merger Agreement and related agreements, authorizing their execution by Moveworks and recommending that the Requisite Stockholders approve and adopt the Merger Agreement and the transactions contemplated by the Merger Agreement.

Following the Moveworks Board meeting, the Requisite Stockholders holding the requisite vote to adopt the Merger Agreement and approve the Mergers executed a written consent approving such matters. Later that same day, ServiceNow and Moveworks executed the Merger Agreement and certain related agreements. Prior to the market opening on March 10, 2025, ServiceNow issued a press release and Current Report on Form 8-K announcing the Transaction.

 

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The ServiceNow Board’s Reasons for the Transaction

In evaluating the Transaction, including the Mergers, the ServiceNow Board determined it to be advisable to delegate authority to the M&A Working Group of the ServiceNow Board (the “Working Group”) on February 3, 2025 to review and approve the Transaction and the Merger Agreement. The Working Group, in consultation with ServiceNow’s management and its financial and legal advisors received certain materials for review and consideration prior to the execution of the Merger Agreement.

After due consideration and consultation with its management and its financial and legal advisors, at a meeting held on March 7, 2025, the Working Group unanimously (i) determined that the transactions contemplated by the Merger Agreement and the Transaction Documents were advisable and in the best interests of ServiceNow and its shareholders, and (ii) approved the Transaction, including the Mergers, and the Merger Agreement and the Transaction Documents, upon the terms and subject to the conditions set forth therein.

In reaching its decision to approve the Transaction, the Working Group considered a variety of factors, including, but not limited to, the strategic rationale, contemplated transaction benefits, knowledge of Moveworks’ business, operations, financial condition, results of operations and prospects, as well as the risks in achieving those prospects, including uncertainties associated with achieving financial forecasts. The Working Group also considered a variety of other factors, including, among others, the significant factors listed below in support of the decision (which are not necessarily described in any order of relative importance):

 

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Strategy: the belief that the addition of Moveworks’ products to ServiceNow’s platform will have a positive strategic impact on customers and increase ServiceNow’s ability to serve consumers by offering a unified, end-to-end search and self-service experience for employee requestors across workflows and from a single entry point;

 

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Expanded Reach: the potential that the Transaction could expand the reach of ServiceNow’s agentic platform in an organization deploying ServiceNow’s agentic AI and enterprise-grade search technology;

 

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Accelerated Capabilities: the belief that the Transaction could further accelerate ServiceNow’s AI capabilities;

 

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Improved Products: the potential that the Transaction could facilitate a combination of Moveworks’ agentic AI capabilities with ServiceNow’s existing service offerings and functionality;

 

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New Talent: ServiceNow management’s belief that ServiceNow would benefit from Moveworks’ broad base of talent and employees, including the Moveworks senior management team;

 

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Understanding of Moveworks’ Business: ServiceNow management’s knowledge and understanding of Moveworks’ business, operations, assets and liabilities, financial condition, earnings, strategy and future prospects (including the risks involved in seeking to achieve such prospects);

 

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Market Impact: the potential market reaction following the announcement of the Transaction and its potential impact on the price of ServiceNow Common Stock in the short term and long term;

 

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Exchange Ratio: the fact that the Merger Agreement provides for an exchange ratio in determining the Per Share Consideration payable to each Securityholder that is based on the closing price per share of ServiceNow Common Stock on March 7, 2025, and no adjustment will be made to the exchange ratio if the market price of ServiceNow Common Stock decreased following the announcement of the Transaction;

 

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Moveworks Stockholder Approval: the expectation that consent from certain required holders of Moveworks Capital Stock would be obtained and would be sufficient to provide the requisite approval for the Transaction on behalf of Moveworks Stockholders;

 

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•

Other Courses of Action: ServiceNow management’s expectation that the Transaction is more favorable to ServiceNow shareholders than engaging in other potential courses of action reasonably available to ServiceNow with respect to this part of ServiceNow’s growth strategy;

 

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Due Diligence: the results of the due diligence review of Moveworks and its business conducted by ServiceNow and its financial, tax, legal and other advisors;

 

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Merger Agreement: the fact that the terms of the Merger Agreement and the Transaction Documents reflected extensive arm’s length negotiations between ServiceNow and its advisors, on one hand, and Moveworks and its advisors, on the other hand, and the Working Group’s belief that the economic and other terms of the Merger Agreement and the Transaction Documents, taken as a whole, were optimal to ServiceNow and Moveworks;

 

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Terms and Conditions: ServiceNow’s belief that the economic and other material terms of the Merger Agreement and the Transaction Documents, including each party’s representations, warranties and covenants and the conditions to the consummation of the Transaction, including the Mergers, are reasonable for a transaction of this size and scope; and

 

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Likelihood of Closing: the likelihood of the consummation of the Transaction, taking into account, among other things, the conditions to the Closing, the covenants by the parties to use their respective reasonable best efforts to obtain all necessary regulatory approvals (subject to certain limitations) and the likelihood of obtaining required regulatory approvals prior to the Closing.

The Working Group also considered a number of countervailing uncertainties and risks in its deliberations concerning the Transaction, including, but not limited to, the following (which are not necessarily described in any order of relative importance):

 

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Risks of Failure to Complete the Transaction: the possibility that the Transaction may not be completed or may be unduly delayed despite the parties’ efforts, including the possibility that the conditions to the parties’ obligations to complete the Transaction (which include certain conditions that are not within the control of ServiceNow and/or Moveworks) may not be satisfied, and any resulting adverse impacts on ServiceNow or its business;

 

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Risks Relating to Regulatory Approvals: the potential length of the regulatory review process and the risk that applicable governmental entities may impose terms and conditions on ServiceNow and/or Moveworks that are unexpected or could jeopardize or delay the completion of, or reduce or delay the anticipated benefits of, the Transaction, as more fully described in the section entitled “The Transaction—Regulatory Approvals” beginning on page 45 of this prospectus;

 

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Risks Relating to Termination: the circumstances under which the Merger Agreement could be terminated and the impact of any such termination, including the requirement that ServiceNow provide a loan to Moveworks for an aggregate amount of up to $100 million, subject to certain conditions (for more information, see the section entitled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 69 of this prospectus);

 

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Risks Relating to Integration: the inherent difficulties, as well as unanticipated complexities, costs, burdens or compliance requirements (including new or heightened existing vulnerabilities) that may arise, in integrating or maintaining the businesses, operations and employees of Moveworks with those of ServiceNow, including the possible challenges of blending separate corporate cultures, harmonizing compensation policies and the potential loss of key personnel, customers, suppliers and business partners of Moveworks prior to and following the Transaction;

 

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Risks Relating to the Benefits of the Transaction: the risk that the expected benefits of the Transaction (including anticipated cost savings, synergies and enhanced revenue opportunities) may be more difficult to realize or may take longer to achieve than anticipated;

 

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•

Impact on Existing Relationships: the potential for diversion of management attention and internal resources during the Interim Period, and the possible effect of the Transaction on ServiceNow’s existing business and relations with customers, suppliers and strategic partners;

 

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Stock Price: the potential for adverse effects on the market price of ServiceNow Common Stock and ServiceNow’s operating results or financial condition due to any failure to consummate the Transaction, or the impact of potential large sales of ServiceNow Common Stock into the market in a short period of time following the consummation of the Transaction and staggered lock-up periods;

 

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Dilution: the impact of the issuance of shares of ServiceNow Common Stock as part of the Aggregate Consideration payable to the Securityholders, which may cause existing ServiceNow shareholders to experience dilution of their ownership interests and have the effect of depressing the market price of ServiceNow Common Stock, through dilution of earnings per share or otherwise; and

 

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Other Risks: various other risks and uncertainties associated with the Transaction and the businesses of ServiceNow, Moveworks and the combined company following the completion of the Transaction described in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” beginning on pages 15 and 32, respectively, of this prospectus.

The Working Group determined that the anticipated benefits expected to be achieved for ServiceNow and its shareholders as a result of the Transaction outweighed these potential risks and uncertainties. The Working Group recognized that there can be no assurance of future results, including results considered or expected as disclosed in this section of the prospectus. Ultimately, the Working Group determined that the Transaction was in the best interests of ServiceNow and its shareholders.

The foregoing discussion of the factors considered by the Working Group in its assessment of the Merger Agreement and the Transaction is not intended to be exhaustive but rather includes certain illustrative material factors considered by the Working Group. In light of the wide variety of factors considered by the Working Group in connection with its evaluation of the Merger Agreement and the Transaction and the complexity of these matters in reaching its decision to approve the Transaction, the Working Group did not quantify or assign relative weights to the specific factors considered. The Working Group based its position on the information available to it and the factors presented to and considered by it. However, some individual directors may have given different weight to different factors and/or considered other factors altogether. After considering the applicable factors as a whole within the context of the Transaction, including through thorough discussions with ServiceNow’s management and financial and legal advisors, the Working Group overall considered such factors to be favorable to, and to support, its determination.

This discussion of the Working Group’s reasons for the Transaction is forward-looking in nature and involves risks and uncertainties that could result in the expectations contained in such forward-looking statements not to occur. Therefore, this should be read in conjunction with those factors discussed in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” beginning on pages 15 and 32, respectively, of this prospectus.

The Moveworks Board’s Reasons for the Transaction

At a meeting held on March 9, 2025, the Moveworks Board unanimously determined that the Merger Agreement and the Transaction are in the best interests of, and fair to, Moveworks and its stockholders. In evaluating and ultimately approving the Transaction, the Moveworks Board, in consultation with Moveworks’ management and Moveworks’ financial and legal advisors, engaged in numerous discussions regarding the Transaction, held meetings, received materials for their review and consideration, and considered a variety of

 

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factors, including, among others, the significant factors listed below in support of the decision (which are not necessarily described in any order of relative importance):

 

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Economic Value: the fact that the consideration proposed by ServiceNow reflected extensive negotiations between the parties and their respective advisors, and the Moveworks Board’s belief that the agreed consideration represented the best proposal and economic value available to the Moveworks Stockholders, based upon an overall assessment of the net present value of the risk-adjusted returns that are likely to accrue to the Moveworks Stockholders;

 

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Moveworks’ Valuation: the value of the consideration in comparison to Moveworks’ valuation at the time of its most recent equity financing in June 2021;

 

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Stockholder Liquidity: the fact that the cash component of the consideration and the consideration payable in freely tradeable shares of ServiceNow Common Stock offers Moveworks Stockholders an opportunity to realize immediate value upon the Closing for a portion of their investment and providing a level of price certainty, liquidity and downside protection for such portion;

 

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Potential Stockholder Upside: the fact that the ServiceNow Common Stock component of the consideration offers Moveworks Stockholders an opportunity to participate in future potential upside in ServiceNow Common Stock following the Transaction while also being freely tradeable, subject to the limited lock-up provision as described in the section entitled “The Merger Agreement—Lock-Up” beginning on page 55 of this prospectus;

 

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Greater Growth Opportunities: the opportunity to offer Moveworks’ products to a large installed base of qualified customers at ServiceNow and grow and expand its reach faster than would be possible as an independent company;

 

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Retention Equity Incentive Plan: ServiceNow’s assumption of $150 million in new Moveworks RSUs exercisable for shares of ServiceNow Common Stock, in addition to the Aggregate Consideration, for continuing employees of Moveworks in accordance with a retention equity incentive plan;

 

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Other Courses of Action: the expectation that the Transaction will result in greater stockholder value than engaging in other potential courses of action available to Moveworks, including seeking an alternative transaction with another third party, remaining an independent private company, pursuing additional capital through sales of Moveworks Capital Stock in a private transaction or an initial public offering, or through debt financing, in each case, considering the potential for Moveworks Stockholders to share in any future earnings growth of Moveworks’ business and the overall assessment of the net present value of the risk-adjusted returns that are likely to accrue to Moveworks Stockholders;

 

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Understanding of Moveworks’ Business: the Moveworks Board’s familiarity with, and understanding of, Moveworks’ business, assets, financial condition, results of operations, current business strategy, competitive position, prospects and the risks facing Moveworks;

 

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Financial and Legal Advice: the financial advice provided by Qatalyst, which included a review of the key economic terms of various other analogous transactions, as well as the review by the Moveworks Board with its legal and financial advisors of the structure of the Transaction and the financial and other terms of the Merger Agreement and related documents;

 

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Terms and Conditions: the terms of the Merger Agreement as described in the section entitled “The Merger Agreement” beginning on page 49 of this prospectus, including the customary nature of the representations, warranties and covenants of Moveworks, the customary nature of the closing conditions to the Transaction, the limited nature of post-closing exposure of the Moveworks Stockholders for indemnification or other liabilities in light of ServiceNow obtaining representation and warranty insurance, and the parties’ covenant to use their respective reasonable best efforts to obtain all necessary regulatory approvals, and ServiceNow’s obligation to provide a loan for an aggregate amount of up to $100 million in the event that the Merger Agreement is terminated based on

 

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the failure to receive any required regulatory approval under certain circumstances, with up to $25 million of the aggregate loan amount disbursable on July 15, 2025 if the Closing has not occurred by such date;

 

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Remedies Available: the right of Moveworks to specific performance to prevent pre-Closing breaches and to enforce the Merger Agreement as described in the section entitled “The Merger Agreement—Remedies Cumulative; Specific Performance” beginning on page 72 of this prospectus; and

 

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Appraisal and Dissenters’ Rights: the availability of appraisal and/or dissenters’ rights for the Moveworks Stockholders other than the Requisite Stockholders, which are to strictly comply with the procedures prescribed by Delaware and/or California law, as applicable.

In the course of its deliberations, the Moveworks Board also considered a variety of risks and other potentially negative factors, including, but not limited to, the following (which are not necessarily described in any order of relative importance):

 

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Risks of Failure to Complete the Transaction: the possibility that the Transaction may not be completed or that completion may be unduly delayed for reasons beyond the control of Moveworks or ServiceNow, including the potential length of the regulatory review process and the risk that applicable antitrust and competition authorities may prohibit or enjoin the Transaction or otherwise impose conditions on Moveworks and/or ServiceNow in order to obtain clearance for the Transaction;

 

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Stock Price: the fact that the Merger Agreement provides for an exchange ratio in determining the Per Share Consideration payable to each Securityholder that is based on the closing price per share of ServiceNow Common Stock on March 7, 2025, indicating that Moveworks Stockholders could be adversely affected by a decrease in the trading price of ServiceNow Common Stock during the Interim Period and the fact that the Merger Agreement does not provide Moveworks with a price-based termination right or other similar protection in favor of Moveworks or its stockholders (other than the cash component of the consideration);

 

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Impact on Existing Relationships: the potential for diversion of management and employee attention and for increased employee attrition during the Interim Period, and the potential effect of the Transaction on Moveworks’ business and relations with customers, suppliers and strategic partners;

 

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Risks Relating to the Interim Period: the restrictions on the conduct of Moveworks’ business during the Interim Period, requiring Moveworks to use its reasonable best efforts to conduct its business in the ordinary course consistent with past practice, subject to specific limitations, which could delay or prevent Moveworks from undertaking business opportunities that may arise pending completion of the Transaction and could negatively impact Moveworks’ ability to attract and retain employees, customers, and strategic partners;

 

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Risks Relating to Transaction Costs: the transaction costs and other related retention costs to be incurred in connection with the Transaction, regardless of whether the Transaction is completed;

 

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Risks Relating to Moveworks Stockholder Approval: the fact that the Merger Agreement would be approved by the Requisite Stockholders immediately following execution of the Merger Agreement, which would then prevent Moveworks from soliciting or accepting proposals for alternative transactions;

 

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Risks Relating to Resources: the fact that if the Transaction is not completed, Moveworks will have expended significant human and financial resources on a failed transaction; and

 

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Other Risks: various other risks associated with the Transaction and the business of Moveworks described in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” beginning on pages 15 and 32, respectively, of this prospectus.

 

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In addition to considering the factors described above, the Moveworks Board considered the fact that some of Moveworks’ directors and executive officers have other interests in the Transaction that are different from, or in addition to, the interests of the Moveworks Stockholders generally, as more fully described in the section entitled “Interests of Directors and Officers in the Transaction” beginning on page 82 of this prospectus.

Each member of the Moveworks Board concluded that the potentially negative factors associated with the Transaction were outweighed by the potential benefits that it expected Moveworks and the Moveworks Stockholders to achieve as a result of entering into the Transaction. Accordingly, the Moveworks Board determined that the Transaction was in the best interests of, and fair to, Moveworks and the Moveworks Stockholders.

The foregoing discussion of the factors considered by the Moveworks Board is not intended to be exhaustive, but, rather, includes certain illustrative material factors considered by the Moveworks Board. In view of the wide variety of factors considered by the Moveworks Board in connection with its evaluation of the Transaction and the complexity of these matters, in reaching its decision to approve the Transaction, the Moveworks Board did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors and/or considered other factors altogether. The Moveworks Board considered each of the applicable factors as a whole in context of the Transaction, including with the use of thorough discussions with, and questioning of, Moveworks’ management and Moveworks’ financial and legal advisors, and overall considered such factors to be favorable to, and in support of, their determination. In considering the factors described above and any other factors, individual members of the Moveworks Board may have viewed factors differently or given different weight or merit to different factors.

This discussion of the Moveworks Board’s reasons for the Transaction is forward-looking in nature and involves risks and uncertainties that could result in the expectations contained in such forward-looking statements not to occur. Therefore, this should be read in conjunction with those factors discussed in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” beginning on pages 15 and 32, respectively, of this prospectus.

Regulatory Approvals

The following sets forth a summary of the material regulatory requirements for the consummation of the Transaction.

HSR Act

Under the HSR Act, the Transaction cannot be completed until, among other things, ServiceNow and Moveworks each file a notification and report form with the FTC and the DOJ, and the applicable waiting period has been terminated or has expired. A transaction notifiable under the HSR Act may not be completed until the expiration of a thirty (30)-day waiting period following the parties’ filings of their respective HSR Act notification and report forms or the early termination of such waiting period. If the FTC or the DOJ issues a Second Request prior to the expiration of the initial waiting period, the parties must observe a second thirty (30)-day waiting period, which would begin to run only after both parties each have certified that they have substantially complied with the Second Request, unless the waiting period is terminated earlier or the parties otherwise agree to extend the waiting period. On March 31, 2025, each of ServiceNow and Moveworks filed a notification and report form pursuant to the HSR Act with the FTC and the DOJ. ServiceNow intends to withdraw its notification and report form pursuant to the HSR Act by April 30, 2025 and refile no later than May 2, 2025. Upon refiling the notification and report form pursuant to the HSR Act, the waiting period under the HSR Act will expire no later than June 2, 2025, unless extended by a request for additional information or documentary material.

At any time before or after the completion of the Transaction, notwithstanding the termination or expiration of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it

 

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deems necessary under the applicable statutes, including seeking to enjoin the completion of the Transaction, seeking divestiture of substantial assets of the parties, or requiring the parties to license, or hold separate, assets, to terminate existing relationships and contractual rights, or to take other actions or agree to other restrictions limiting the freedom of action of the parties. In addition, at any time before or after the completion of the Transaction, and notwithstanding the termination or expiration of the waiting period under the HSR Act, any state could take such action under the antitrust laws as it deems necessary. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

UK Competition and Markets Authority

On April 1, 2025, ServiceNow submitted a briefing paper to the CMA in respect of the Transaction. With regards to the United Kingdom and the CMA, the Transaction will only be completed if, following the submission of a briefing paper to the CMA in relation to the Transaction: (i) the CMA indicates that it has no further questions or requires no further information in respect of the Transaction and, as of the date that all other conditions are satisfied, no communication has been received from the CMA by either party indicating that the CMA would be minded to open an investigation into the Transaction under Part 3 of the Enterprise Act (whether by asking for the submission of a merger notice or otherwise); (ii) if the CMA decides to open an investigation into the Transaction, the CMA issues a decision confirming that it will not make a Phase 2 Reference in respect of the Transaction; or (iii) if the CMA makes a Phase 2 Reference but concludes in a report that the Transaction may not be expected to result in a substantial lessening of competition within any market or markets in the United Kingdom for goods or services; or in the event of a conclusion from the CMA that an anti-competitive outcome has resulted or may be expected to result, a decision is made by the CMA, on terms satisfactory to ServiceNow, to accept such undertakings as proposed by the parties to remedy, mitigate or prevent the anti-competitive outcome and determine the reference and a final order having been issued. The CMA responded on April 10, 2025, confirming that it required no further information on the Transaction.

Australian Competition and Consumer Commission

On April 4, 2025, ServiceNow submitted an informal notification for pre-assessment to the ACCC in respect of the Transaction. Section 50 of the Competition and Consumer Act 2010 (Cth) prohibits any acquisition of shares or assets that has the effect or is likely to have the effect of substantially lessening competition in any Australian market. At present, Australia’s merger control regime is voluntary: Australia does not currently have a mandatory or suspensory merger notification regime; however, new laws in this respect will take effect starting from January 1, 2026. With regards to Australia and the ACCC, the Transaction will only be completed if, following the submission of an informal notification for pre-assessment, the ACCC indicates that it will not oppose the consummation of the Transaction.

SEC and Other Filings

In connection with the Transaction, the parties intend to make all required filings with the SEC, the Delaware Secretary of State and NYSE, as well as any required filings with foreign, state or local governmental authorities, as applicable.

Pursuant to the terms of the Merger Agreement, each of the parties agree to use its respective reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary, proper, or advisable under any applicable laws to consummate and make effective the Transaction, including, but not limited to, the preparation and filings of all forms, registrations, notifications and notices required to be filed to consummate the Transaction, taking all actions reasonably necessary to obtain any consent, clearance, expiration or termination of a waiting period, authorization, order, non-objection or approval of, or any exemption by, any governmental authority required or advisable to be obtained or made by ServiceNow, Moveworks or any of their respective affiliates, and the execution and delivery of any additional instruments

 

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necessary to consummate the Transaction. Additionally, ServiceNow will use reasonable best efforts take all actions necessary to avoid or eliminate each and every impediment under applicable law so as to enable the Closing to occur as promptly as practicable.

There can be no assurances that all regulatory approvals will be obtained and, if obtained, there can be no assurances as to the timing of any such approvals. See the section entitled “The Merger Agreement—Conditions to Completion of the Transaction” beginning on page 68 of this prospectus for a discussion of the conditions to the completion of the Transaction, including conditions with respect to regulatory approvals.

No ServiceNow Shareholder Approval Required

The approval of the Transaction by ServiceNow does not require the affirmative vote or consent of the ServiceNow shareholders.

Written Consent of Moveworks Stockholders

Pursuant to the Merger Agreement, the Merger Agreement and the Transaction must be approved by holders of at least (a) a majority of the outstanding shares of Common Stock (voting as a separate class), (b) a majority of the outstanding shares of Class F Stock (voting as a separate class on an as-converted to Common Stock basis), (c) a majority of the outstanding shares of Preferred Stock (all series voting together as a single class on an as-converted to Common Stock basis), and (d) a majority of the outstanding shares of Common Stock, Class F Stock and Preferred Stock (voting together (including all series) as a single class on an as-converted to Common Stock basis). This requirement was satisfied following the execution and delivery of the Moveworks Stockholder Approval concurrently with the execution and delivery of the Merger Agreement.

Appraisal or Dissenters’ Rights

Holders of Moveworks Capital Stock, excluding the Requisite Stockholders who voted in favor of the Transaction in connection with the Moveworks Stockholder Approval, are entitled to appraisal rights under Delaware law and, if applicable, dissenters’ rights under California law in connection with the Transaction. See the section entitled “Appraisal or Dissenters’ Rights” beginning on page 105 of this prospectus for a further discussion of the appraisal rights of the holders of Moveworks Capital Stock under the DGCL and dissenters’ rights of the holders of Moveworks Capital Stock under the CCC, as applicable, in connection with the Transaction.

Tax Treatment of the Mergers

The Mergers, taken together, are intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to the completion of the Transaction that each of ServiceNow and Moveworks receive an opinion from its respective counsel to the effect that the Mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Each such opinion will be based on, among other things, certain facts, representations, covenants and assumptions, and such opinion relies on such facts, representations and assumptions being accurate at the time of the Mergers, and the covenants being followed according to their terms. If any of these facts, representations, covenants and assumptions are, or become, inaccurate or incomplete, each such opinion may be invalid, and the conclusions reached therein could be jeopardized. An opinion of counsel represents counsel’s best legal judgment and is not binding on the IRS or the courts. No ruling has been, or will be, sought by ServiceNow, the Merger Subs or Moveworks from the IRS with respect to the Mergers and there can be no assurance that the IRS will not challenge the qualification of the Mergers, taken together, as a “reorganization” under Section 368(a) of the Code or that a court would not sustain such a challenge.

 

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Accounting Treatment of the Transaction

ServiceNow prepares its financial statements in accordance with GAAP. The Transaction will be accounted for in accordance with Topic 805, with ServiceNow considered as the accounting acquirer and Moveworks as the accounting acquiree. Accordingly, ServiceNow will measure the assets acquired and liabilities assumed at their fair values, including tangible and identifiable intangible assets acquired and liabilities assumed as of the Closing Date, with limited exceptions to fair value measurement for certain assets acquired and liabilities assumed as specified in Topic 805. Any excess purchase price over the value of assets acquired and liabilities assumed will be recorded as goodwill.

 

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THE MERGER AGREEMENT

The following section summarizes certain material provisions of the Merger Agreement, which is included in this prospectus as Annex A and is incorporated by reference herein. The summary of the Merger Agreement below and elsewhere in this prospectus is qualified in its entirety by reference to the Merger Agreement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. This section is not intended to provide you with any factual information about ServiceNow or Moveworks. The rights and obligations of ServiceNow and Moveworks are governed by the Merger Agreement and not by this summary or any other information contained in or incorporated by reference into this prospectus. You are urged to read the Merger Agreement carefully and in its entirety, as well as this prospectus and the information incorporated by reference into this prospectus.

Explanatory Note Regarding the Merger Agreement

The Merger Agreement is attached to this prospectus as Annex A hereto and described in this summary to provide you with information regarding its terms. The Merger Agreement contains representations and warranties by Moveworks, on the one hand, and by ServiceNow and Merger Subs, on the other hand, which were made solely for the benefit of the other parties (excluding the Seller Agent) for purposes of the Merger Agreement. The representations, warranties and covenants made in the Merger Agreement by Moveworks, ServiceNow and Merger Subs were qualified and subject to important limitations agreed to by Moveworks, ServiceNow and Merger Subs in connection with negotiating the terms of the Merger Agreement.

In particular, in your review of the representations and warranties contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purpose of allocating risk between the parties to the Merger Agreement, rather than establishing matters as facts about Moveworks or ServiceNow or any other person at the time they were made or otherwise. The representations and warranties may also be subject to a contractual standard of materiality different from that generally applicable to stockholders and reports and documents filed with the SEC, and some were qualified by the matters contained in the confidential disclosure letter that Moveworks delivered in connection with the Merger Agreement and certain documents filed with the SEC by ServiceNow. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this prospectus, may have changed since the date of the Merger Agreement. Accordingly, the representations and warranties and other provisions of the Merger Agreement should not be read alone, but instead should be read together with the information provided elsewhere in this prospectus and in the documents incorporated by reference into this prospectus. See the section entitled “Where You Can Find More Information” beginning on page 113 of this prospectus.

The Transaction

The Merger Agreement provides, among other matters, for the acquisition of Moveworks pursuant to a two-step forward merger, on the terms and subject to the conditions in the Merger Agreement and in accordance with the DGCL, the DLLCA and the CCC, as applicable. Pursuant to the Merger Agreement, at the Effective Time, Merger Sub I will merge with and into Moveworks, with Moveworks continuing as the Surviving Corporation and as a wholly-owned subsidiary of ServiceNow. Immediately following the First Merger and at the Second Effective Time, Moveworks, as the Surviving Corporation in the First Merger, will merge with and into Merger Sub II, with Merger Sub II continuing as the Surviving Company in the Second Merger and a wholly-owned subsidiary of ServiceNow.

As of the Effective Time, Moveworks’ certificate of incorporation and the bylaws will be amended and restated to read the same as the certificate of incorporation of Merger Sub I (except that the name of the Surviving Corporation will not be changed), each as in effect immediately prior to the Effective Time. At the Second Effective Time, the certificate of formation and the limited liability company agreement of Merger Sub

 

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II, each as in effect immediately prior to the Second Effective Time, will be the certificate of formation and the limited liability company agreement of the Surviving Company, until thereafter amended (except that at the Second Effective Time, the limited liability company agreement of the Surviving Company will be amended so that the name of the Surviving Company will be a name to be mutually agreed upon by the parties).

The parties will take all requisite action so that, from and after the Effective Time, the directors of Merger Sub I serving in such position immediately prior to the Effective Time will be the initial directors of the Surviving Corporation, until their respective successors are duly elected and qualified, or until such directors’ earlier death, resignation or removal, and the officers of Merger Sub I immediately prior to the Effective Time will be the initial officers of the Surviving Corporation, until their respective successors are duly elected and qualified or until such officers’ earlier death, resignation or removal. The parties will take all requisite action so that, from and after the Second Effective Time, the managers of Merger Sub II immediately prior to the Second Effective Time will be the initial managers of the Surviving Company, until their respective successors are duly elected and qualified or until such managers’ earlier death, resignation or removal, and the officers of Merger Sub II immediately prior to the Second Effective Time will be the officers of the Surviving Company, until their respective successors are duly elected and qualified or until such officers’ earlier death, resignation or removal.

Closing; Effective Time

The Closing will take place (i) no later than the fifth (5th) Business Day after the satisfaction or waiver of all the conditions to the Closing (other than any such conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions); provided, that, if such Business Day would otherwise occur anytime during the final fifteen (15) days of the end of a fiscal quarter of ServiceNow, then ServiceNow may, in its discretion, delay the Closing until the first (1st) Business Day of the next succeeding fiscal quarter of ServiceNow, in which case, the Closing will be held on such first (1st) Business Day, so long as all the conditions to the Closing are satisfied or waived (other than any such conditions that by their terms are intended to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), or (ii) another time as agreed to by ServiceNow, Merger Subs and Moveworks.

On the Closing Date, the parties will cause a certificate of merger with respect to the First Merger (the “First Certificate of Merger”) and a certificate of merger with respect to the Second Merger (the “Second Certificate of Merger”) to each be duly executed and filed with the Delaware Secretary of State as provided under the DGCL and the DLLCA and make any other filings or recordings required to be made under the DGCL and the DLLCA in connection with the Mergers (it being understood that the First Certificate of Merger will be filed and become effective prior to the Second Certificate of Merger being filed and deemed effective). The First Merger will become effective at such time as the First Certificate of Merger is filed with the Delaware Secretary of State or at such other time as will be agreed to by ServiceNow and Moveworks and specified in the First Certificate of Merger. The Second Merger will become effective at such time as the Second Certificate of Merger is filed with the Delaware Secretary of State or at such other time as will be agreed to by ServiceNow and the Surviving Corporation and specified in the Second Certificate of Merger.

The parties currently expect the Closing of the Transaction to occur in the second half of 2025, subject to customary regulatory approvals and closing conditions as specified in the Merger Agreement. Until the Closing, ServiceNow and Moveworks will continue to operate independently.

Consideration

Aggregate Consideration

The aggregate consideration payable by ServiceNow to the Securityholders is $2,850,000,000, subject to adjustments for net working capital, cash, indebtedness, transaction expenses and certain other items as set forth in the Merger Agreement (collectively, as estimated on the Closing Date, the “Estimated Closing Consideration”). The

 

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consideration to be paid to the Securityholders will consist, in the aggregate, of a combination of cash and shares of ServiceNow Common Stock, as may be elected by each Securityholder as described more fully below.

Adjustment Amount and Seller Agent Expense Amount

An amount equal to each Securityholder’s pro rata share of $15,000,000 of the Aggregate Consideration (the “Adjustment Amount”) will be withheld from the consideration otherwise payable to each Securityholder, subject to the final determination of net working capital, cash, indebtedness, transaction expenses and certain other items as set forth in the Merger Agreement (collectively, the “Final Closing Consideration”). If the Final Closing Consideration exceeds the Estimated Closing Consideration, then ServiceNow will pay to each Securityholder such Securityholder’s pro rata share of such excess amount and the entire Adjustment Amount will be payable to the Securityholders in accordance with their pro rata shares. If the Final Closing Consideration is less than the Estimated Closing Consideration, then ServiceNow will be entitled to retain the amount of such shortfall from the Adjustment Amount, and the remaining Adjustment Amount (if any) will be payable to the Securityholders in accordance with their pro rata shares.

An amount equal to each Securityholder’s pro rata share of $250,000 of the Aggregate Consideration (the “Seller Agent Expense Amount”) will be withheld from the consideration otherwise payable to each Securityholder and deposited into an account to be used by the Seller Agent as necessary to pay any costs or expenses incurred by the Seller Agent in connection with performing its duties relating to the Mergers and related transactions under the Merger Agreement. Once the Seller Agent has completed its duties, any remaining portion of the Seller Agent Expense Amount will be distributed to the Exchange Agent (as defined below) for further distribution to the Securityholders.

Founder Revesting

An amount in shares of ServiceNow Common Stock equal to twenty-five percent (25%) of each Founder’s pro rata share of the sum of the Closing Cash Consideration, plus the Closing Stock Consideration (together, the “Closing Consideration”), will be withheld from the consideration otherwise payable to such Founder. Such shares will be retained and released pursuant to and in accordance with each of the revesting agreements with each Founder (the “Founder Revesting Agreements”).

Effect of the Mergers on Moveworks Capital Stock

At the Effective Time, by virtue of the First Merger, the following will occur with respect to each share of Moveworks Capital Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares (as defined below) and any dissenting shares, unless otherwise specified below):

 

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Stock Election. For any Securityholder that elects to receive consideration in the form of one hundred percent (100%) shares of ServiceNow Common Stock (a “Stock Election”), each share of Moveworks Capital Stock issued and outstanding immediately prior to the Effective Time will be automatically converted into the right to receive a number of shares of ServiceNow Common Stock equal to the Exchange Ratio (rounded to the nearest whole share of ServiceNow Common Stock).

 

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Cash Election. For any holder of Preferred Stock that elects to receive consideration in the form of one hundred percent (100%) cash (a “Cash Election”), each share of Preferred Stock issued and outstanding immediately prior to the Effective Time will be automatically converted into the right to receive an amount in cash equal to such holder’s Per Share Consideration;

 

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provided, that, the aggregate cash proceeds payable to all holders of Preferred Stock and Preferred Stock Warrants (as defined below) will not exceed fifty percent (50%) of the portion of the Aggregate Consideration payable to the holders of Preferred Stock and Preferred Stock Warrants as a whole (the “Cash Cap”), and any amounts in cash exceeding the Cash Cap will be adjusted

 

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downward and deducted on a pro rata basis from the cash proceeds payable to all holders of Preferred Stock and Preferred Stock Warrants who have elected a Cash Election until the aggregate cash proceeds payable to all holders of Preferred Stock and Preferred Stock Warrants fall below the Cash Cap (the “Cash Cap Adjustments”);

 

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provided, further, that, if any such adjustments result in the consideration becoming less than one hundred percent (100%) cash payable to any holder of Preferred Stock or Preferred Stock Warrant that has made a Cash Election, then such Cash Election will be automatically converted into a Mixed Election (as defined below).

 

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Mixed Election. For any Securityholder that elects to receive consideration in the form of cash and shares of ServiceNow Common Stock (a “Mixed Election”), each share of Moveworks Capital Stock issued and outstanding immediately prior to the Effective Time will be automatically converted into the right to receive:

 

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for any holder of Common Stock, up to twenty percent (20%) of the Aggregate Consideration payable to such holder for such holder’s Common Stock in cash and the remainder of such Aggregate Consideration in shares of ServiceNow Common Stock, with the total consideration payable per share of Common Stock equal to such holder’s Per Share Consideration; and

 

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for any holder of Preferred Stock, up to fifty percent (50%) of the Aggregate Consideration payable to such holder for such holder’s Preferred Stock in cash (subject to the Cash Cap Adjustments) and the remainder (if any) of such Aggregate Consideration in shares of ServiceNow Common Stock, with the total consideration payable per share of Preferred Stock equal to such holder’s Per Share Consideration.

 

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No Election. For any Securityholder that does not elect a Stock Election or Mixed Election, or fails to make an election by the Election Deadline (as defined below), with respect to such Securityholder’s Moveworks Capital Stock, each share of Moveworks Capital Stock issued and outstanding immediately prior to the Effective Time will be automatically converted into the right to receive:

 

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for any holder of Common Stock, twenty percent (20%) of the Aggregate Consideration payable to such holder for such holder’s Common Stock in cash and eighty percent (80%) of such Aggregate Consideration in shares of ServiceNow Common Stock, with the total consideration payable per share of Common Stock equal to such holder’s Per Share Consideration; and

 

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for any holder of Preferred Stock, fifty percent (50%) of the Aggregate Consideration payable to such holder for such holder’s Preferred Stock in cash and fifty percent (50%) of such Aggregate Consideration in shares of ServiceNow Common Stock, with the total consideration payable per share of Preferred Stock equal to such holder’s Per Share Consideration.

 

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Cancelled Shares. Each share of Moveworks Capital Stock held by ServiceNow, Merger Sub I, Merger Sub II or Moveworks or any of their subsidiaries immediately prior to the Effective Time (the “Cancelled Shares”) will be cancelled and extinguished without any consideration.

 

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Merger Sub I Common Stock. Each share of common stock, par value $0.001 per share, of Merger Sub I issued and outstanding immediately prior to the Effective Time will be converted into, and exchanged for, one (1) newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation following the First Merger.

At the Second Effective Time, by virtue of the Second Merger, the following will occur:

 

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Each limited liability company interest of Merger Sub II issued and outstanding immediately prior to the Second Effective Time will remain outstanding as a limited liability company interest of the Surviving Company.

 

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All shares of common stock of Moveworks (as the Surviving Corporation of the First Merger) will no longer be outstanding and be automatically cancelled and cease to exist without any consideration.

 

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Effect of the Mergers on Equity Awards of Moveworks

At the Effective Time, the following will occur with respect to the equity awards of Moveworks:

 

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Vested Options. Each vested Option will be automatically cancelled and extinguished, and each holder will be entitled to receive (without interest) an amount in cash, shares of ServiceNow Common Stock or a combination thereof, pursuant to such holder’s election, for each share of Common Stock subject to such vested Option, the amount equal to the Per Share Consideration less the applicable exercise price and tax withholding, to be payable in accordance with the applicable election under the Merger Agreement.

 

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Unvested Options. Each unvested Option will be automatically assumed and converted into an option to purchase a number of shares of ServiceNow Common Stock equal to (i) the number of shares of Common Stock subject to such unvested Option immediately prior to the Effective Time and (ii) the Option Exchange Ratio (rounded down to the nearest whole share of ServiceNow Common Stock on an award-by-award basis), with an exercise price equal to the quotient of (x) the exercise price of such unvested Option and (y) the Option Exchange Ratio (rounded up to the nearest whole cent), subject to the same terms and conditions as were applicable to such unvested Option immediately prior to the Effective Time (including applicable vesting conditions and acceleration rights, but excluding any performance-based vesting conditions which will be determined assuming achievement of the applicable performance milestones as of immediately prior to the Effective Time and will be subject solely to time-based vesting following the Effective Time).

 

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Unvested Moveworks RSUs. Each Moveworks RSU that is outstanding and unvested immediately prior to the Effective Time will automatically be assumed and converted into a number of restricted stock units with respect to a number of shares of ServiceNow Common Stock equal to the product of (i) the number of shares of Common Stock subject to such Moveworks RSU immediately prior to the Effective Time and (ii) the Exchange Ratio (rounded to the nearest whole share of ServiceNow Common Stock on an award-by-award basis), subject to the same terms and conditions as were applicable to such Moveworks RSU immediately prior to the Effective Time (including applicable vesting conditions and acceleration rights).

 

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Vested Moveworks RSUs. Each Moveworks RSU that is outstanding and vested but unsettled immediately prior to the Effective Time will be cancelled and extinguished, and each holder will be entitled to receive (without interest) an amount in cash, shares of ServiceNow Common Stock (rounded to the nearest whole share of ServiceNow Common Stock on an award-by-award basis) or a combination thereof, pursuant to such holder’s election, for each share of Common Stock subject to such vested Moveworks RSU, the amount equal to the Per Share Consideration less the applicable tax withholding, to be payable in accordance with the applicable election under the Merger Agreement.

 

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Restricted Shares. All Restricted Shares will vest in accordance with the terms of the agreements between the applicable Founder and Moveworks for such Restricted Shares listed in the confidential disclosure letter to the Merger Agreement, and the holder will be entitled to the consideration for any Restricted Shares that vest, payable in accordance with such holder’s stock or cash election applicable to shares of Moveworks Capital Stock under the Merger Agreement. Notwithstanding any provision to the contrary in the Founders’ early exercise stock option agreements or option exercise agreements, any Restricted Shares that do not vest on or prior to the Effective Time will be immediately repurchased by Moveworks at a repurchase price equal to the price paid by such Founder to exercise the stock option and acquire such unvested Restricted Shares and payable in full by cancellation of a portion of the applicable loan issued by Moveworks to such Founder. See the discussion under the section entitled “Interests of Directors and Officers in the Transaction—Interest of Directors and Executive Officers of Moveworks in the Transaction” beginning on page 82 of this prospectus for more information on the exercise and vesting terms of the Restricted Shares.

 

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Effect of the Mergers on Warrants of Moveworks

At the Effective Time, the following will occur with respect to the Warrants of Moveworks:

 

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Vested Common Stock Warrants. Each vested, in-the-money Warrant to acquire shares of Common Stock (a “Common Stock Warrant”) will be cancelled and extinguished, and the holder thereof will be entitled to receive (without interest), for each share of Common Stock underlying such vested Common Stock Warrant, the amount equal to the Per Share Consideration less the applicable exercise price and tax withholding, to be payable in accordance with the applicable election under the Merger Agreement.

 

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Vested Preferred Stock Warrants. Each vested, in-the-money Warrant to acquire shares of Preferred Stock (a “Preferred Stock Warrant”) will be cancelled and extinguished, and the holder thereof will be entitled to receive (without interest), for each share of Preferred Stock underlying such vested Preferred Stock Warrant, the amount equal to the Per Share Consideration less the applicable exercise price and tax withholding, to be payable in accordance with the applicable election under the Merger Agreement.

 

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Unvested or Out-of-the-Money Warrants. Any unvested or out-of-the-money Warrant will automatically be cancelled without any consideration.

No Fractional Shares

ServiceNow will not issue fractional shares of ServiceNow Common Stock in the Transaction. The number of shares of ServiceNow Common Stock to be issued for each share of Moveworks Capital Stock (including any shares of Moveworks Capital Stock underlying the Options, Moveworks RSUs and Warrants, as applicable) will be determined by the Exchange Ratio (rounded to the nearest whole share of ServiceNow Common Stock) or the Option Exchange Ratio (rounded down to the nearest whole share of ServiceNow Common Stock), in each case, pursuant to the Merger Agreement.

Adjustments

The calculation of any number or amount of consideration contained in the Merger Agreement that is based on the number of shares of any class or series (or trading prices therefor) will be equitably adjusted in the event of any share split, reverse share split, share dividend, reorganization, reclassification, combination, recapitalization or other like change occurring after the date of the Merger Agreement and prior to the Closing.

Election Procedures

To receive the applicable portion of the consideration promptly after the Closing, each Securityholder must complete and return a letter of transmittal and any other appropriate and customary transmittal materials (collectively, the “Form of Election”) prior to the anticipated election deadline, which will be 5:00 p.m. local time (in the city where the principal office of the Exchange Agent is located) on the date that the parties agree is as near as practicable to five (5) Business Days before the Closing Date (the “Election Deadline”).

Moveworks will issue a written notice to the Securityholders of record announcing the Election Deadline between five (5) to fifteen (15) Business Days before the Election Deadline. ServiceNow, or any nationally recognized financial institution selected by ServiceNow, will provide a Form of Election to each Securityholder no less than ten (10) Business Days prior to the anticipated Election Deadline. After properly completing and signing the Form of Election and providing any stock certificates (as applicable), following the Effective Time, each Securityholder will be entitled to receive the portion of the Closing Consideration applicable to the class or series of Moveworks Capital Stock or other equity interests of Moveworks held by such Securityholder.

 

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Payment for Securities; Exchange Procedures

ServiceNow, or any nationally recognized financial institution selected by ServiceNow in its sole discretion, may serve as the exchange agent (the “Exchange Agent”) in connection with the Transaction. Immediately following the Effective Time (but in any event no later than the first (1st) Business Day following the Closing), ServiceNow will deliver (or cause to be delivered) (i) to the Exchange Agent, new certificates or book entry shares representing the aggregate Closing Stock Consideration (subject to certain adjustments) and cash to pay the Closing Cash Consideration and (ii) to the Seller Agent, an amount equal to $250,000 for the payment of expenses incurred by the Seller Agent in performing its duties.

From and after the Effective Time, upon proper surrender of stock certificates (as applicable) for exchange and cancellation, together with a duly executed letter of transmittal and any other materials included in the Form of Election and any other documents that ServiceNow or the Exchange Agent may require to effect the payment of the applicable portion of the Closing Consideration, each Securityholder will be entitled to receive in exchange the portion of the Closing Consideration to which such Securityholder is entitled. No portion of the Closing Consideration will be paid to any such Securityholder otherwise.

Lock-Up

Seventy-five percent (75%) of the shares of ServiceNow Common Stock that will be issued at the Closing (rounded down to the nearest whole share of ServiceNow Common Stock) for the Closing Stock Consideration will be subject to certain restrictions on (i) the offer, sale, pledge or disposal of such shares, (ii) the entry of transactions that would have the same effect, (iii) the entry into any swap, hedge or other arrangement that transfers any of the economic consequences of ownership of such shares, or (iv) engage in any short sales with respect to any ServiceNow securities, in each case, pursuant to the following lock-up periods from and after the Closing Date:

 

•

one-third (1/3) of the shares will be subject to a lock-up period for fifteen (15) days following the Closing;

 

•

one-third (1/3) of the shares will be subject to a lock-up period for thirty (30) days following the Closing; and

 

•

one-third (1/3) of the shares will be subject to a lock-up period for forty-five (45) days following the Closing.

Withholding Rights

Each of ServiceNow, the Merger Subs, the Exchange Agent, Moveworks, the Surviving Corporation, the Surviving Company and their respective agents (each, a “Payor”) will be entitled to deduct and withhold from any amounts payable under the Merger Agreement such amounts that are required to be deducted and withheld with respect to the making of such payment under applicable law. Amounts so deducted or withheld and timely remitted to the applicable tax authority will be (i) treated for all purposes under the Merger Agreement as having been paid to the person or entity to whom such amounts would otherwise have been paid and (ii) timely remitted by the applicable Payor to the applicable tax authority.

Representations and Warranties

The Merger Agreement contains customary representations and warranties made by the parties that are subject, in some cases, to certain exceptions and qualifications (including those related to knowledge, materiality and material adverse effect) and different lookback periods.

The Merger Agreement contains representations and warranties made by Moveworks and its subsidiaries relating to, among other things, the following:

 

•

due organization, valid existence, good standing, power and qualification to do business;

 

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•

capitalization;

 

•

corporate power and authority (including for the execution, delivery and performance of the Merger Agreement and the Transaction Documents);

 

•

non-contravention, consents and filings and anti-takeover laws;

 

•

financial statements;

 

•

absence of certain changes;

 

•

absence of undisclosed liabilities;

 

•

litigation and absence of certain legal proceedings;

 

•

restrictions on business activities;

 

•

compliance with applicable laws and governmental permits;

 

•

title to, condition and sufficiency of assets;

 

•

interests in property and real property;

 

•

intellectual property;

 

•

privacy and data security;

 

•

tax matters;

 

•

employee benefit plans and employee matters;

 

•

interested party transactions;

 

•

insurance;

 

•

books and records;

 

•

material contracts;

 

•

brokers’ and finders’ fees;

 

•

environmental, health and safety matters;

 

•

anti-corruption laws, export control laws and sanctions;

 

•

customers and suppliers; and

 

•

absence of additional representations and warranties.

The Merger Agreement contains a more limited set of representations and warranties made by ServiceNow and Merger Subs relating to, among other things, the following:

 

•

due organization, valid existence, good standing and qualification to do business;

 

•

corporate power and authority (including for the execution, delivery and performance of the Merger Agreement and the Transaction Documents);

 

•

non-contravention;

 

•

absence of certain impediments in connection with the tax treatment of the Mergers;

 

•

valid issuance of shares of ServiceNow Common Stock;

 

•

compliance of SEC reports;

 

•

sufficient funds;

 

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•

ownership and prior activities of Merger Subs; and

 

•

absence of additional representations and warranties.

Certain of the representations and warranties in the Merger Agreement are qualified by a “materiality” or “material adverse effect” standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct would be material to, or have a material adverse effect on, the applicable party).

For purposes of the Merger Agreement, a material adverse effect with respect to Moveworks or ServiceNow (a “Material Adverse Effect”) means any change, event, violation, inaccuracy, circumstance or effect (each, an “Effect”) that, individually or taken together with all other Effects, and regardless of whether or not such Effect constitutes a breach of the representations, warranties, covenants, agreements or obligations of Moveworks or ServiceNow under the Merger Agreement, (a) is, or would reasonably be likely to be or become, materially adverse in relation to the financial condition, assets (including intangible assets), liabilities, business, operations or results of operations of such entity and its subsidiaries, taken as a whole, or (b) materially and adversely affects, or is reasonably likely to materially and adversely affect, such party’s ability to perform or comply with the covenants, agreements or obligations of such party contained in the Merger Agreement or to consummate the Transactions in accordance with the Merger Agreement and applicable law, except in the case of clause (a) above for any such Effect to the extent it results from:

 

(i)

any natural disaster or act of God, any act of terrorism, war or other hostilities, or any regional, national or international calamity (including any escalation or general worsening of such event);

 

(ii)

changes in regulatory, legislative or political conditions in the United States or any other country or region in the world;

 

(iii)

changes in applicable law or GAAP or other accounting standards (or the enforcement or interpretation of any of the foregoing);

 

(iv)

general economic conditions (or changes in such conditions) in the United States or any other country or region in the world, or conditions in the global economy generally;

 

(v)

conditions (or changes in such conditions) in the industries in which Moveworks conducts its business;

 

(vi)

the public announcement or pendency of the Merger Agreement or the Mergers;

 

(vii)

any action taken or refrained from being taken, in each case, to which the other party has expressly approved, consented to or requested following the date of the Merger Agreement or is otherwise necessary to comply with the terms of the Merger Agreement; or

 

(viii)

any failure, in and of itself, by any party or its subsidiaries to meet any internal budgets, plans, projections or forecasts of its revenues, earnings or other financial performance or results of operations (it being understood that any cause of any such failure may be deemed to constitute, in and of itself, a Material Adverse Effect and may be taken into consideration when determining whether a Material Adverse Effect has occurred);

provided, that, subsections (i) through (v) will only apply to limit clause (a) to the extent such Effects do not, individually or in the aggregate, have a disproportionate adverse impact on the applicable party and its subsidiaries (if any), taken as whole, relative to other persons in the industries or markets in which such party or any of its subsidiaries (if any) operate (in which case, only the incremental disproportionate adverse impact may be taken into account in determining whether there has occurred a Material Adverse Effect).

 

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Covenants and Agreements

Conduct of Business of Moveworks Prior to Completion of the Transaction

During the Interim Period, Moveworks will, and will cause each of its subsidiaries to, conduct the business of Moveworks solely in the ordinary course consistent with past practice except or as required under applicable law or to the extent expressly provided otherwise in the Merger Agreement or as consented to in writing by ServiceNow, including to:

 

•

pay and perform all of its debts and other material obligations (including taxes) when due;

 

•

use commercially reasonable efforts to collect accounts receivable when due and not extend credit outside of the ordinary course of business consistent with past practice;

 

•

sell the products and services of Moveworks and its subsidiaries, consistent in all material respects with past practice as to discounting, license, service and maintenance terms, incentive programs, revenue recognition and other terms;

 

•

use commercially reasonable efforts to preserve intact its present business organizations, keep available the services of its present officers and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, in each case, consistent with past practice and policies;

 

•

promptly following gaining knowledge of the same, notify ServiceNow of any change, occurrence or event not in the ordinary course of its business, or of any change, occurrence or event that, individually or in the aggregate with any other changes, occurrences and events, would reasonably be expected to be materially adverse to Moveworks or any of its subsidiaries or cause any of the conditions to the Closing not to be satisfied;

 

•

ensure that each of its material contracts (other than with ServiceNow) entered into after the date of the Merger Agreement will not require the procurement of any consent, waiver or novation or provide for any material change in the obligations of any party thereto in connection with, or automatically terminate as a result of the consummation of, the Transaction; and

 

•

use commercially reasonable efforts to maintain each of the facilities in accordance with the terms of the applicable lease.

Additionally, during the Interim Period, Moveworks will not, and will cause its subsidiaries not to, do, cause or permit any of the following (except to the extent expressly provided otherwise in the Merger Agreement or as consented to in writing by ServiceNow (not to be unreasonably withheld, conditioned or delayed) or as required by applicable law):

 

•

cause, propose or permit any amendments to the organizational or governing documents of Moveworks or any of its subsidiaries;

 

•

merge or consolidate itself with any other person or adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization;

 

•

declare or pay any dividends on or make any other distributions (whether in cash, stock or other property) of its equity interests, or split, combine or reclassify its equity interests or issue or authorize the issuance of its equity interests or other securities for, in lieu of or in substitution for its equity interests, or repurchase or otherwise acquire, directly or indirectly, its equity interests, except from former employees, non-employee directors and contractors in accordance with agreements providing for the repurchase of shares or forfeiture of unvested equity interests in connection with any termination of service;

 

58

•

enter into, amend or modify any:

 

•

contract that would (if entered into, amended or modified prior to the date of the Merger Agreement) constitute a material contract, unless such contract is on the standard terms and has a term of twelve (12) months or less; or

 

•

contract requiring a novation or consent in connection with the Mergers or the Transaction;

 

•

violate, terminate, amend or modify (including by entering into a new contract with such party that would have been a material contract if entered into prior to the date of the Merger Agreement) or waive any of the terms of its material contracts;

 

•

enter into, amend, modify or terminate any material contract or waive, release or assign any rights or claims thereunder outside of the ordinary course of business, which if so entered into, modified, amended, terminated, waived, released or assigned would be reasonably likely to:

 

•

adversely affect Moveworks (or any of its affiliates) in any material respect;

 

•

impair the ability of Moveworks or the Seller Agent to perform its respective obligations under the Merger Agreement or the Transaction Documents; or

 

•

prevent or materially delay or impair the consummation of the Mergers or the Transaction;

 

•

issue, deliver or sell or authorize or propose the issuance, delivery or sale of, or purchase or propose the purchase of, any equity interests, or enter into or authorize or propose to enter into any contracts of any character obligating it to issue any equity interests, subject to certain exceptions;

 

•

hire or engage any officers, employees, or any independent contractors with an annual base compensation equivalent to or greater than $150,000 on an individual basis;

 

•

terminate the employment or engagement of any Founder;

 

•

terminate the employment or engagement of any Moveworks key employee, other than for cause;

 

•

other than for cause, terminate the employment or engagement of any Moveworks employee or contractor with an annual base compensation equivalent to or greater than $150,000, or induce or encourage any such employee or contractor to resign from Moveworks or any of its subsidiaries;

 

•

waive, release or knowingly fail to enforce the restrictive covenant obligations of any current or former Moveworks employee, independent contractor or other individual service provider;

 

•

enter into, terminate, modify or negotiate any collective bargaining agreement or recognize or certify any labor organization as the bargaining representative for any Moveworks employees;

 

•

add any new members to the Moveworks Board;

 

•

other than as expressly permitted by the Merger Agreement, implement any reduction-in-force, layoff or similar workforce action that would trigger the WARN Act;

 

•

make any representations or issue any communications to employees regarding the Merger Agreement, the Transaction Documents or the transactions contemplated thereby, except as expressly permitted by the Merger Agreement;

 

•

incur any indebtedness for borrowed money or guarantee any indebtedness or make any material loans or advances (other than routine expense advances to officers and employees consistent with past practice) to, or any investments in or capital contributions to, any person, or forgive or discharge in whole or in part any outstanding loans or advances;

 

•

(i) transfer or license, other than in the ordinary course of business consistent with past practice, from any person any rights to any intellectual property or data, (ii) transfer or license to any person any rights to any Moveworks intellectual property or data, other than nonexclusive licenses entered in the

 

59

ordinary course of business consistent with past practice, (iii) publish or make available any Moveworks intellectual property as open source materials, unless required by certain specified contracts entered into prior to the date of the Merger Agreement, or (iv) transfer or provide a copy of any Moveworks source code to any person (including any employee or contractor of Moveworks or any commercial partner of Moveworks), other than providing access to Moveworks source code to Moveworks employees and contractors involved in the development of technology and intellectual property rights for Moveworks on a need-to-know basis in the ordinary course of business consistent with past practice;

 

•

abandon, cancel or commit any action or omission regarding the relinquishment of rights to a patent, patent application or other Moveworks registered intellectual property;

 

•

sell, lease, license, divest or otherwise dispose or permit to lapse of any of its material businesses, product lines or tangible or intangible assets, or enter into any contract with respect to the foregoing, other than nonexclusive licenses of Moveworks products and Moveworks intellectual property in the ordinary course of business consistent with past practice;

 

•

publish any new privacy policy or amend any privacy policy, except to the extent required by privacy laws, or enter into any new contract involving Moveworks data for the processing of personal data, if doing so would reasonably be likely to adversely affect Moveworks (or any of its affiliates) in any material respect;

 

•

pay, discharge or satisfy any claim or liability arising other than in the ordinary course of business consistent with past practice, other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the financial statements of Moveworks for the fiscal years ended January 31, 2024 and January 31, 2025, respectively, and transaction expenses;

 

•

defer payment of any accounts payable other than in the ordinary course of business consistent with past practice;

 

•

provide any discount, warranties, credits, accommodation or other concession other than in the ordinary course of business consistent with past practice (including to accelerate or induce the collection of any receivable);

 

•

make any capital expenditures, capital additions or capital improvements that are not contemplated by the capital expenditure budget provided to ServiceNow;

 

•

materially change the amount of, or terminate, any insurance coverage;

 

•

cancel, release or waive any material claims or material rights held by Moveworks or any of its subsidiaries;

 

•

except as required by or contemplated in a contract or Employee Plan in effect as of the Effective Time:

 

•

establish, adopt, amend or terminate any Employee Plan or any plan, agreement, program, policy or other arrangement that would be an Employee Plan if it were in existence as of the date of the Merger Agreement, or amend any compensation, benefit, entitlement, grant or award provided or made under any Employee Plan;

 

•

pay any bonus or special remuneration to any Moveworks employee or non-employee director or contractor;

 

•

declare, pay, commit to, approve or undertake any obligation of any other kind for the payment by Moveworks or its subsidiaries of a bonus, commission or additional salary, compensation or employee benefits to any such person (including under any profit sharing, management by objective, incentive, gainsharing, competency or performance plan);

 

•

change the salaries, wage rates, fees or other compensation (of any type or form) payable to Moveworks employees or contractors, except that Moveworks may increase the salaries or wage

 

60

rates of employees in an amount not to exceed $4,000,000 in the aggregate, to be disbursed and allocated by Moveworks using its commercially reasonable judgment;

 

•

accelerate, or permit the acceleration of, the vesting or exercisability of any equity awards or other equity interests of any person;

 

•

make any material discretionary cash payments to employees;

 

•

issue any equity compensation awards;

 

•

implement any salary increase or bonus plan;

 

•

other than the Retention Plan, create any retention-related pools of cash, stock or other payments;

 

•

terminate or amend the Retention Plan, or amend any allocations thereunder; or

 

•

agree to do any of the foregoing, with the exception (in certain cases) of the allocation or issuance of equity awards under the Retention Plan, but solely to the extent such allocations or issuances are made in accordance with the Merger Agreement;

 

•

grant or enter into (or make any commitment to enter into) any contract granting any severance, retention or termination pay to any person, with the exception of the allocation or issuance of retention equity awards under the Retention Plan, but solely to the extent such allocations or issuances are made in accordance with the Merger Agreement;

 

•

commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where Moveworks in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business (provided, that, Moveworks consults with ServiceNow prior to the filing of such a suit) or (iii) for a breach of the Merger Agreement or the Transaction Documents;

 

•

settle or agree to settle any pending or threatened lawsuit or other dispute;

 

•

acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division, or otherwise acquire or agree to acquire any assets that are material, individually or in the aggregate, to Moveworks or the Moveworks business, or enter into any contract with respect to a joint venture, strategic alliance or partnership;

 

•

make or change any election for taxes, adopt or change any accounting method for taxes, prepare or file any tax return in a manner inconsistent with past practice, file any amendment to a tax return, enter into any tax sharing or similar agreement or closing agreement, settle any claim or assessment for taxes, consent to any extension or waiver of the limitation period applicable to any claim or assessment for taxes, surrender or forfeit any right to claim a tax refund, or enter into intercompany transactions giving rise to deferred gain or loss of any kind;

 

•

change accounting methods, practices or policies (including any change in depreciation or amortization policies) in effect as of January 31, 2025 or revalue any of its assets (including writing down the value of inventory or writing off notes or accounts receivable otherwise than in the ordinary course of business consistent with past practice), except in each case, as required by changes in GAAP as concurred with its independent accountants and after notice to ServiceNow;

 

•

enter into any agreement for the purchase, disposition, sale or lease of any real property;

 

•

accelerate, terminate, renew (including the automatic renewals of any leases, except as otherwise specified), waive, release or assign any material rights under, or make a material modification to or cancel any lease to which Moveworks or any of its subsidiaries is a party or by which it is bound;

 

•

place or allow the creation of any encumbrance (other than as permitted under the Merger Agreement) on any of its properties;

 

61

•

enter into, amend or otherwise modify any contract that would constitute an interested party transaction; or

 

•

take or agree to take any of the actions above or any action which would reasonably be expected to make any of Moveworks’ representations or warranties contained in the Merger Agreement to be untrue or incorrect or prevent Moveworks or any of its subsidiaries from performing, or cause Moveworks or any of its subsidiaries not to perform, one or more covenants, agreements or obligations required thereunder to be performed by Moveworks.

Covenants of Moveworks Regarding Non-Solicitation

During the Interim Period, Moveworks will not, and it will not authorize or permit any of its subsidiaries, affiliates or their respective representatives to, directly or indirectly:

 

•

solicit, initiate, seek, knowingly encourage, knowingly facilitate, support or knowingly induce the making of, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal (as defined below);

 

•

enter into, participate in, maintain or continue any communications (except solely to provide written notice of the existence of these provisions) or negotiations regarding, or deliver or make available to any person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal;

 

•

agree to, accept, approve, endorse or recommend (or publicly propose or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal;

 

•

enter into any letter of intent or any other contract contemplating or otherwise relating to any Acquisition Proposal;

 

•

submit any Acquisition Proposal to the vote of any Moveworks Stockholders; or

 

•

enter into any other transaction or series of transactions not in the ordinary course of business consistent with past practice, the consummation of which would, or reasonably be expected to, impede, interfere with, prevent or delay the consummation of the Transaction.

Additionally, Moveworks will, and will cause its representatives, its subsidiaries and their respective representatives to:

 

•

immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any persons conducted prior to or on the date of the Merger Agreement with respect to any Acquisition Proposal; and

 

•

immediately revoke or withdraw access of any person (other than ServiceNow, Merger Subs and their representatives) to any data room containing any non-public information with respect to Moveworks or any of its subsidiaries in connection with an Acquisition Proposal and request from each person (other than ServiceNow, Merger Subs and their representatives) the prompt return or destruction of all non-public information with respect to Moveworks or any of its subsidiaries previously provided to such person in connection with an Acquisition Proposal.

During the Interim Period, Moveworks must promptly (but in any event, within 24 hours) notify ServiceNow in writing after receipt (or after it gains knowledge of such receipt by any of its representatives) of:

 

•

any Acquisition Proposal;

 

•

any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal;

 

62

•

any other notice that any person is considering making an Acquisition Proposal; or

 

•

any request for information relating to Moveworks or for access to any of the properties, books or records of Moveworks by any person(s) other than ServiceNow, Merger Subs and their representatives that would reasonably be expected to lead to an Acquisition Proposal, that has been submitted, directly or indirectly, to Moveworks, its affiliates or subsidiaries or any of its or their respective representatives.

Such notice provided by Moveworks will describe, subject to any existing contractual nondisclosure obligations:

 

•

the material terms and conditions of such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request;

 

•

the identity of the party making such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request; and

 

•

any other information that ServiceNow may reasonably request with respect to the foregoing.

Moveworks will also keep ServiceNow reasonably fully informed of the status and details of, and any modification to, any such inquiry, expression of interest, proposal or offer and any correspondence or communications related thereto. Subject to any existing contractual nondisclosure obligations, Moveworks will provide copies (if written) to ServiceNow of such Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request.

“Acquisition Proposal” means, with respect to Moveworks and its subsidiaries, any agreement, offer, proposal or bona fide indication of interest (other than the Merger Agreement or any other offer, proposal or indication of interest by ServiceNow or Merger Subs), or any public announcement of intention to enter into any such agreement or of (or intention to make) any offer, proposal or bona fide indication of interest, relating to or involving:

 

•

any acquisition or purchase from Moveworks, or from the Moveworks Stockholders, by any person(s) of more than a ten percent (10%) interest in the total outstanding voting securities of Moveworks or any tender offer or exchange offer that if consummated would result in any person(s) beneficially owning ten percent (10%) or more of the total outstanding voting securities of Moveworks or any merger, consolidation, business combination or similar transaction involving Moveworks;

 

•

any sale, lease, mortgage, pledge, exchange, transfer, license (other than in the ordinary course of business consistent with past practice), acquisition or disposition of more than ten percent (10%) of the assets of Moveworks in any single transaction or series of related transactions;

 

•

any liquidation, dissolution, recapitalization or other significant corporate reorganization of Moveworks, or any extraordinary dividend, whether of cash or other property;

 

•

any partnership, development agreement, joint venture or other strategic investment in or involving Moveworks or its affiliates (other than with ServiceNow or any Moveworks customers in the ordinary course of business consistent with past practice that are terminable by Moveworks without penalty upon no more than sixty (60) days’ notice);

 

•

any acquisition by any third party of any employees or contractors; or

 

•

any other transaction outside of the ordinary course of business consistent with past practice, the consummation of which would, or reasonably be expected to, impede, interfere with, prevent or delay the consummation of the Mergers or the Transaction.

Required Actions; Regulatory Approvals

Each of Moveworks, ServiceNow and Merger Subs will use its reasonable best efforts to file, as soon as practicable after the date of the Merger Agreement, all notices, reports and other documents required to be filed

 

63

by such party with any governmental entity with respect to the Transaction, and submit as promptly as practicable any additional information reasonably requested by such governmental entity. Except where prohibited by applicable law or any governmental entity, and subject to mutually agreed confidentiality obligations, each of Moveworks, ServiceNow and Merger Subs will:

 

•

cooperate with respect to any filings or submission with any governmental entity made by the other party in connection with the Transaction;

 

•

promptly notify the other party of any substantive communication received from, or given by such party to, any governmental entity;

 

•

provide the other party a reasonable opportunity to review any documents before submission to any governmental entity in connection with the Transaction;

 

•

permit the other party to be present at each meeting, conference or telephone call to the extent reasonably practicable;

 

•

promptly provide, solely to outside antitrust counsel of the other party, copies of all filings, notices and other documents made or submitted by Moveworks to any governmental entity in connection with the Transaction; and

 

•

as to Moveworks, not make any payments, fees or penalties by any governmental entity in connection with any such filings until it has received ServiceNow’s, Merger Sub I’s or Merger Sub II’s consent thereto (not be unreasonably withheld, conditioned or delayed).

ServiceNow will control and direct, and Moveworks will cooperate reasonably, subject to applicable law, with such direction and control, all strategy and decisions with respect to obtaining all governmental approvals, including all filings and any withdrawals and/or refilings, strategies, processes, negotiation of settlements and related proceedings contemplated by the Merger Agreement. ServiceNow will consult and consider in good faith the views of Moveworks regarding the form and content of any such filings, withdrawals, refiling, strategies, processes, negotiations and related proceedings.

Each of ServiceNow and Moveworks agrees to use its reasonable best efforts, and cooperate to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary relating to its obligations in the Merger Agreement, and to consummate and make effective, in the most expeditious manner practicable, the Transaction. This includes executing and delivering instruments, making all filings, giving all required notices and using reasonable best efforts to obtain each required consent in connection with the Transaction.

In connection with the receipt of any necessary consent, license, permit, waiver, approval, authorization, confirmation, clearance, certificate, exemption, registration or order of a governmental entity (including under the HSR Act), in no event will ServiceNow or Merger Subs be obligated, or agree, to sell, hold separate or otherwise dispose of or conduct their business (or, following the Closing, the combined business) in a specified manner, or permit the sale, holding separate or other disposition of, any assets of ServiceNow or Merger Subs.

Each of ServiceNow and Moveworks will contest and defend any legal proceedings brought by a governmental entity in the United States, whether judicial or administrative, challenging or seeking to restrain or prohibit the consummation of the Mergers or seeking to compel any divestiture by ServiceNow, Merger Sub I, Merger Sub II or Moveworks of shares of Moveworks Capital Stock or any business, assets or property, or impose any limitation on the ability of any of them to conduct their businesses or own or exercise control of such assets, properties or stock to avoid or eliminate any impediment under the HSR Act or antitrust laws.

See the section entitled “The Transaction—Regulatory Approvals” beginning on page 45 of this prospectus for more information on the status of the regulatory filings as of the date of this prospectus.

 

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Employee Benefit Plans and Employee Matters

The Merger Agreement provides for the following with respect to certain employee benefit plans and employee matters:

 

•

Subject to the terms of any collective bargaining agreement, ServiceNow will pay each continuing employee (as set forth in the continuing employee’s offer letter): (i) an annual base salary or base wage, as applicable, target annual cash bonus, and commissions substantially similar in the aggregate to those provided to similarly situated new hires of ServiceNow, and (ii) benefit plans (excluding equity and equity-based compensation, change in control incentives and any other incentive arrangements, except for those referenced in clause (i) above) substantially similar in the aggregate to those provided to similarly situated ServiceNow employees. For the avoidance of doubt, ServiceNow may offer other terms of employment to any continuing employee, but any such employee will not be considered a continuing employee for purposes of satisfying the Transaction’s condition to have at least eighty percent (80%) of Moveworks employees and contractors (identified by ServiceNow for continued employment or service) continue their employment or service with ServiceNow following the Closing with compensation terms that are, when taken as a whole, comparable or greater to their respective existing arrangements. Moveworks has agreed to use reasonable best efforts to assist ServiceNow with its efforts to enter into an offer letter or other service agreement, as applicable, with each continuing employee, and, if applicable, a waiver with such employee, prior to the Closing Date.

 

•

With respect to each benefit plan, program, practice, policy or arrangement maintained by ServiceNow or its subsidiaries following the Effective Time and in which any of the continuing employees participate following the Closing, and except to the extent necessary to avoid duplication of benefits, for all purposes of determining eligibility to participate, vesting, vacation entitlement and severance benefits (but not for benefit accruals, eligibility for early retirement subsidies and eligibility for retiree health and insurance benefits), service with Moveworks and its subsidiaries will be treated as service with ServiceNow and its subsidiaries.

 

•

ServiceNow will use commercially reasonable best efforts to cause each ServiceNow health or welfare benefit plan maintained for the benefit of any continuing employee to waive, for each continuing employee, any eligibility waiting periods, evidence of insurability requirements and pre-existing condition limitations (except to the extent that such requirements or limitations applied to the continuing employee prior to the Closing Date under comparable plans administered by Moveworks or any of its subsidiaries (each, a “Moveworks Plan”)).

 

•

ServiceNow will cause each continuing employee to be given credit under each applicable ServiceNow health or welfare benefit plan for all amounts paid by such continuing employee under any similar Moveworks Plan for the plan year that includes the Closing Date for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the applicable plan maintained by ServiceNow or the relevant subsidiary, as applicable, for the plan year in which the Closing Date occurs.

 

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Effective as of the day immediately preceding the Closing Date and contingent on the Closing, Moveworks will terminate all employee benefit plans that are “employee pension benefit plans” within the meaning of Section 3(2) of ERISA, including any employee benefit plans intended to include a Code Section 401(k) arrangement (unless ServiceNow provides written notice to Moveworks no later than five (5) Business Days prior to the Closing Date that such plans will not be terminated, in whole or in part). ServiceNow’s 401(k) plan will accept rollovers of distributions from the Moveworks 401(k) plan for each continuing employee to the extent elected by such employee in accordance with the Moveworks 401(k) plan and applicable law.

 

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Effective as of the Closing Date and contingent on the Closing, Moveworks will terminate (or partially terminate) all other employee benefit plans that are “employee benefit plans” within the meaning of Section 3(3) of ERISA, solely to the extent requested by ServiceNow within five (5) Business Days

 

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prior to the Closing Date, and subject to written confirmation from ServiceNow that each continuing employee will be eligible and fully covered upon the Closing by health benefit plans maintained by ServiceNow, Moveworks or one of their affiliates.

 

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Prior to the Closing, upon ServiceNow’s written request, Moveworks will grant new Moveworks RSUs (“New Restricted Share Units”) or other retention incentives to continuing employees at an aggregate value of $150 million under and in accordance with a retention equity incentive plan (the “Retention Plan”), which will be adopted by Moveworks prior to the Closing and the terms of which will be substantially similar to those of ServiceNow’s existing equity incentive plan currently used to grant equity incentive awards. Such New Restricted Share Units will be issued solely to the Founders, other key employees of Moveworks and any other individuals selected by ServiceNow from among the continuing employees and in amounts determined by ServiceNow following good faith consultation with Moveworks (which amounts need not be uniform and may vary by individual). Such New Restricted Share Units will vest in equal quarterly installments over three (3) years following the Closing, with the New Restricted Share Units granted to each of the Founders and other key employees of Moveworks subject to accelerated vesting upon the death or disability of such recipient.

 

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Moveworks has also agreed to (i) conduct a customary stockholder vote no later than five (5) Business Days prior to the Closing Date seeking to exempt certain payments and benefits from the adverse tax consequences of Section 280G of the Code and (ii) obtain any necessary waivers of such payments and benefits prior to such vote. All solicitation documents for this vote will be subject to advance review and approval by ServiceNow (not to be unreasonably withheld, conditioned or delayed). Prior to the Closing, Moveworks will deliver to ServiceNow notification and documentation reasonably satisfactory to ServiceNow that the customary stockholder vote was solicited in conformance with Section 280G of the Code and deliver the results of such customary stockholder vote.

Directors’ and Officers’ Indemnification and Insurance

For six (6) years following the consummation of the Mergers, ServiceNow will cause the Surviving Company and its subsidiaries to fulfill and honor in all respects the obligations of Moveworks to its present and former directors and officers determined as of immediately prior to the Effective Time (the “D&O Indemnitees”) pursuant to certain specified indemnification agreements with Moveworks and Moveworks’ organizational documents, in each case, in effect on the date of the Merger Agreement, with respect to claims arising out of acts or omissions occurring at or prior to the Closing that are asserted after the Closing. However, the Surviving Company’s and its subsidiaries’ obligations under the Merger Agreement will not apply to any claim that (i) relates to a willful or intentional breach of a representation, warranty, covenant or agreement made by or on behalf of Moveworks in connection with the Merger Agreement, the Transaction Documents or the Transaction, or (ii) is based on a claim for indemnification made by an Indemnified Party (as defined below) pursuant to the Merger Agreement.

No D&O Indemnitee will be entitled to coverage under any ServiceNow director and officer insurance policy or errors and omission policy unless such D&O Indemnitee is separately eligible for coverage under such policy pursuant to ServiceNow’s policies and procedures and the terms of such insurance policy.

Prior to the Closing, Moveworks will purchase tail insurance coverage (the “Tail Insurance Coverage”) for the D&O Indemnitees, which will provide coverage for six (6) years following the Closing Date. ServiceNow and Merger Subs will cause Moveworks to maintain the Tail Insurance Coverage in full force and effect and continue to honor the obligations thereunder until the sixth (6th) anniversary of the Closing Date.

R&W Insurance Policy

On or prior to the Closing Date, ServiceNow will purchase a buyer-side representation and warranty insurance policy (the “R&W Insurance Policy”) at its sole cost and expense to insure against any losses incurred

 

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by ServiceNow as a result of the failure of any representation or warranty made by Moveworks under the Merger Agreement to be true and correct on and as of the date of the Merger Agreement and at and as of the Closing Date (or as of a particular date, where such representation or warranty is made only as of such particular date).

Following the Closing, the rights under the R&W Insurance Policy are ServiceNow’s sole and exclusive remedy for any and all breaches of, or inaccuracies in, any representations, warranties, covenants and agreements in the Merger Agreement (without waiving any right to specific performance or injunctive relief), other than in the case of (i) successful claims by (A) holders of Moveworks’ equity interests arising out of the allocation of Aggregate Consideration, breach of fiduciary duty by Moveworks’ directors or officers in connection with the Transaction, Merger Agreement or Transaction Documents, or (B) any person in connection with the exercise of appraisal or dissenters’ rights and (ii) fraud, willful misconduct or intentional misrepresentation. See the section entitled “The Merger Agreement—Indemnification” beginning on page 70 of this prospectus.

Certain Additional Covenants and Agreements

The Merger Agreement contains certain other covenants and agreements, including, among others, covenants relating to:

 

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Moveworks’ agreement to promptly notify ServiceNow of certain events;

 

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Moveworks’ and ServiceNow’s agreement with respect to the preparation and filing of a registration statement on Form S-4 of which this prospectus forms a part;

 

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certain Moveworks Stockholders’ and ServiceNow’s agreement with respect to the Registration Rights Agreement;

 

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Moveworks’ and ServiceNow’s agreement with respect to certain confidentiality and public disclosure obligations relating to the Merger Agreement, Transaction Documents, Mergers and Transaction;

 

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Moveworks’ agreement to use reasonable best efforts to obtain and deliver all consents, waivers, approvals or terminations, as applicable, and make any required notices under certain specified contracts prior to the Closing;

 

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Moveworks’ agreement to use reasonable efforts to obtain any required consents or waivers from Securityholders to effectuate certain effects prior to the Effective Time;

 

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Moveworks’ agreement to provide ServiceNow, Merger Subs, potential underwriters of the representation and warranty insurance policy and their respective representatives with reasonable access to Moveworks’ properties, personnel, books and records and certain information during the Interim Period;

 

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Moveworks’ agreement to prepare and deliver a financial certificate and spreadsheet containing relevant information for the allocation and payment of the Aggregate Consideration to Securityholders and other amounts for the Closing;

 

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Moveworks’ and ServiceNow’s agreement with respect to the costs and expenses incurred in connection with the Merger Agreement and the Transaction;

 

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Moveworks’ and ServiceNow’s agreement with respect to certain tax matters, including (i) Moveworks’ delivery of a Foreign Investment in Real Property Tax Act certificate and accompanying IRS notice, in form and substance reasonably acceptable to ServiceNow, and (ii) cooperation between ServiceNow and Moveworks, among other things, to cause the Mergers, taken together, to qualify as a “reorganization” within the meaning of Section 368(a) of the Code;

 

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Moveworks’ agreement to deliver to ServiceNow an executed payoff letter with respect to the repayment of certain specified indebtedness;

 

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Moveworks’ agreement to deliver an information statement and certain notices, as applicable, to certain Securityholders;

 

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•

each Founder’s agreement to deliver duly executed termination letters with respect to the termination of certain specified loans and the repurchase of any restricted shares that do not vest on or prior to the Effective Time; and

 

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Moveworks’ and ServiceNow’s agreement to discuss the results of an open-source scan and determine any remediation steps for certain items with respect to Moveworks intellectual property.

Conditions to Completion of the Transaction

The respective obligations of each of Moveworks, ServiceNow and Merger Subs to consummate the Transaction are subject to the satisfaction or waiver at or prior to the Closing of the following conditions:

 

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the absence of (i) any order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition limiting or restricting the Mergers, the Transaction or ServiceNow’s ownership, conduct or operation of the Moveworks business following the Closing, and (ii) any applicable law or order that makes the consummation of the Mergers illegal; and

 

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the expiration or termination of any waiting period (and any extension thereof, including any timing agreement entered into with the relevant governmental entity) under the HSR Act applicable to the Transaction and the receipt of all other clearances, approvals or consents under any applicable antitrust laws in certain other specified jurisdictions.

The obligations of ServiceNow and Merger Subs to consummate the Transaction are further subject to the satisfaction or waiver at or prior to the Closing of the following conditions:

 

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the accuracy of the fundamental representations and warranties of Moveworks in the Merger Agreement to be true and correct in all material respects (without giving effect to any materiality or Material Adverse Effect qualifications set forth therein) on and as of the date of the Merger Agreement and at and as of the Closing Date as though such representations and warranties were made on and as of such date (except for those that address matters only as to a specified date or dates, in which case, such representations and warranties will be true and correct on and as of such specified date(s));

 

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the accuracy of representations and warranties of Moveworks in the Merger Agreement (except for the fundamental representations and warranties) to be true and correct, except for any inaccuracies that have not had, and would not reasonably be expected to have, a Material Adverse Effect (without giving effect to any materiality or Material Adverse Effect qualifications set forth therein) on and as of the date of the Merger Agreement and at and as of the Closing Date as though such representations and warranties were made on and as of such date (except for those that address matters only as to a specified date or dates, in which case such representations and warranties will be true and correct on and as of such specified date(s));

 

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the performance or compliance in all material respects by Moveworks and its subsidiaries with all covenants, agreements and obligations required by the Merger Agreement to be performed and complied with by it and its subsidiaries at or prior to the Closing;

 

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the receipt by ServiceNow of a certificate, executed on behalf of Moveworks by its Chief Executive Officer, to certify that the conditions in the preceding three bullet points are satisfied;

 

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the receipt of the Moveworks Stockholder Approval, which will have been duly and validly obtained;

 

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the absence of any Material Adverse Effect with respect to Moveworks since the date of the Merger Agreement;

 

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the receipt of the Founder Agreements, duly executed by each Founder;

 

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the receipt of the Offer Letters, duly executed by each of the Moveworks key employees;

 

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the acceptance by at least eighty percent (80%) of the identified Moveworks employees and contractors (other than certain key employees) of offers of continued employment following the Closing that

 

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provides compensation terms for each such Moveworks employee and contractor that are, when taken as a whole, comparable or greater to their respective existing arrangements;

 

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the receipt by ServiceNow of all other required agreements, instruments, certificates or documents for Closing set forth in the Merger Agreement; and

 

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the receipt by ServiceNow of a written opinion from its counsel, reasonably satisfactory to ServiceNow, dated as of the Closing Date, to the effect that the Mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

The obligations of Moveworks to consummate the Transaction are further subject to the satisfaction or waiver at or prior to the Closing of the following conditions:

 

•

the accuracy of the representations and warranties of ServiceNow and Merger Subs in the Merger Agreement to be true and correct, except for any inaccuracies that have not had, and would not reasonably be expected to have, a Material Adverse Effect (without giving effect to any materiality or Material Adverse Effect qualifications set forth therein) at and as of the Closing Date as though such representations and warranties were made on and as of such date (except for those that address matters only as to a specified date or dates, in which case, such representations and warranties will be true and correct on and as of such specified date(s));

 

•

the performance or compliance in all material respects by ServiceNow and Merger Subs with all covenants, agreements and obligations required by the Merger Agreement to be performed and complied with by them at or prior to the Closing;

 

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the receipt by Moveworks of a certificate, executed by a duly authorized officer of ServiceNow, certifying that the conditions in the preceding two bullet points are satisfied;

 

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the receipt by Moveworks of the Registration Rights Agreement, duly executed by ServiceNow; and

 

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the receipt by Moveworks of a written opinion from its counsel, reasonably satisfactory to Moveworks, dated as of the Closing Date, to the effect that the Mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

Termination of the Merger Agreement

Termination

The Merger Agreement may be terminated, and the Mergers may be abandoned, at any time prior to the Closing under the following circumstances:

 

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by mutual written consent duly authorized by ServiceNow and Moveworks;

 

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by either ServiceNow or Moveworks, if the Closing has not occurred on or before December 9, 2025 (the “Outside Date”) or such other date that ServiceNow, Merger Subs and Moveworks may agree upon in writing; provided, that, the Outside Date will be automatically extended for up to two (2) six (6)-month extensions under certain conditions, and the right to terminate the Merger Agreement hereunder will not be available to any party whose failure to fulfill any covenants under the Merger Agreement was the principal cause of, or resulted in, the failure of the Closing to occur on or before such date;

 

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by either ServiceNow or Moveworks, if any court of competent jurisdiction or other governmental entity has issued an order permanently enjoining or otherwise permanently prohibiting the consummation of the Mergers, and the party seeking to terminate the Merger Agreement hereunder has (i) used its reasonable best efforts to resist, resolve or lift such order and (ii) otherwise complied with certain obligations; provided, that, for purposes of this bullet point, a final decision (not subject to internal appeal) of a governmental entity under applicable antitrust laws outside of the United States will be considered as permanently prohibiting consummation of the Mergers, notwithstanding the existence of an ability to challenge such decision through litigation;

 

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by ServiceNow, by written notice to Moveworks, if (i) Moveworks has breached any representation, warranty, covenant, agreement or obligation in the Merger Agreement and such breach has not been cured within thirty (30) Business Days after receipt by Moveworks of written notice of such breach and, if not cured within such timeframe and at or prior to the Closing, such breach will result in the failure of any of the conditions to the obligations of ServiceNow and Merger Subs to consummate the Transaction to be satisfied (provided, that, no such cure period will be available to any breach that by its nature cannot be cured), or (ii) there has been a Material Adverse Effect with respect to Moveworks; and

 

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by Moveworks, by written notice to ServiceNow, if ServiceNow has or Merger Subs have breached any representation, warranty, covenant, agreement or obligation in the Merger Agreement and such breach has not been cured within thirty (30) Business Days after receipt by ServiceNow of written notice of such breach and, if not cured within such timeframe and at or prior to the Closing, such breach will result in the failure of any of the conditions to the obligations of Moveworks to consummate the Transaction to be satisfied (provided, that, no such cure period will be available to any such breach that by its nature cannot be cured).

In the event of the termination of the Merger Agreement, the Merger Agreement will become void and there will be no liability thereunder on the part of ServiceNow, Merger Subs, Moveworks or their respective officers, directors, stockholders or affiliates, except that (i) certain specified provisions of the Merger Agreement will survive termination and (ii) no party will be relieved from liability in connection with any prior intentional or fraudulent breach of such party’s representations, warranties, covenants, agreements or obligations contained therein.

ServiceNow Loan

In the event that the Merger Agreement is validly terminated pursuant to the second or third bullet point described above (subject to certain conditions), ServiceNow will provide a loan to Moveworks for an aggregate amount requested in writing by Moveworks of up to $100 million (the “ServiceNow Loan”), which request must be made within ten (10) Business Days following the date of termination; provided, that, Moveworks will have the right to draw upon a portion of the ServiceNow Loan in the amount of $25 million in the event that the Closing has not occurred by July 15, 2025. However, ServiceNow will not have any obligation to make the ServiceNow Loan if the order issued enjoining or prohibiting the consummation of the Mergers or the failure of certain conditions to be satisfied that results in the termination of the Merger Agreement is primarily the result of any material breach by Moveworks of its regulatory obligations to make filings and use reasonable best efforts to take all actions to consummate the Transaction (as described above in the section entitled “The Merger Agreement—Required Actions; Regulatory Approvals” beginning on page 63 of this prospectus), and ServiceNow would have been entitled to terminate the Merger Agreement as a result of such breach.

Indemnification

From and after the Closing, the Securityholders have agreed to indemnify (on a several and not joint basis based on their pro rata share of the Aggregate Consideration) ServiceNow, Merger Subs, Moveworks and their respective officers, directors, employees, agents, advisors, accountants, attorneys and other representatives, and their successors and assigns (the “Indemnified Parties”) against, and compensate each Indemnified Party for, any claims, losses, liabilities, damages, injuries, royalties, awards, judgments, settlements, demands, fines, deficiencies, penalties, taxes, interest, fees, costs and expenses, including reasonable costs of investigation and defense and reasonable fees and expenses of counsel, experts and other professionals (collectively, “Losses”) paid, incurred, suffered or sustained by any Indemnified Party, directly or indirectly, whether or not due to a third-party claim, arising out of, resulting from, relating to or in connection with:

 

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any successful claims by any current or former holder of any equity interests of Moveworks in connection with (i) the allocation of the Aggregate Consideration, including any adjustments, or

 

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(ii) claims of breach of fiduciary duty by any directors or officers of Moveworks in connection with the Transaction, Merger Agreement or Transaction Documents;

 

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any successful claims by any person in connection with the exercise of appraisal rights or, if applicable, dissenters’ rights and any payments to holders of dissenting shares (if such payments are in excess of the consideration to which they would have been entitled under the Merger Agreement); and

 

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fraud, willful misconduct or intentional misrepresentation by or on behalf of Moveworks or any of its representatives (whether or not acting in their capacity as such).

From and after the Closing, the indemnification rights described above, and with respect to ServiceNow, the rights under the R&W Insurance Policy, will be the sole and exclusive remedy of the parties for any claim for breach of any representations, warranties, covenants and agreements in the Merger Agreement. The maximum amount that the Indemnified Parties will be entitled to recover from any Securityholder for such claims is equal to the Aggregate Consideration paid to such Securityholder under the Merger Agreement, except there is no limitation on the amount that the Indemnified Parties are entitled to recover for claims of fraud, willful misconduct or intentional misrepresentation with respect to any Securityholder who engaged in such fraud, willful misconduct or intentional misrepresentation or who had actual knowledge of such behavior before the earlier of (i) ServiceNow becoming aware of such fraud, willful misconduct or intentional misrepresentation or (ii) the Closing.

Seller Agent

Fortis Advisors LLC is serving as the Seller Agent under the Merger Agreement, and in such capacity will represent the interests of the Securityholders prior to and following the Closing with respect to certain matters under the Merger Agreement, including, but not limited to, acting on behalf of the Securityholders in any proceeding involving the Merger Agreement and certain matters pertaining to indemnification under the Merger Agreement.

Expenses

Except as otherwise expressly provided in the Merger Agreement or otherwise agreed by the parties, all costs and expenses incurred in connection with the Merger Agreement and the Transactions (including transaction expenses) will be paid by the party incurring such expense, except that the costs and expenses incurred by the Exchange Agent will be shared equally by ServiceNow and the Seller Agent.

Amendments, Extensions and Waivers

Subject to applicable law, the parties may amend the Merger Agreement at any time pursuant to an instrument in writing signed by each party. After the Closing, ServiceNow, the Surviving Company and Seller Agent may amend the Merger Agreement by executing an instrument in writing signed by ServiceNow or the Surviving Company and the Seller Agent.

At or prior to the Closing, any party may, to the extent legally permissible, (i) extend the time for performance of any obligations or acts of other parties owed to it; (ii) waive any inaccuracies in representations and warranties made to it; or (iii) waive compliance with any covenants, agreements, obligations or conditions for its benefit. After the Closing, each of ServiceNow or Merger Subs and the Seller Agent may, to the extent legally allowed, (i) extend the time for performance of any obligations of other parties owed to it; (ii) waive any inaccuracies in representations and warranties made to it; or (iii) waive compliance with any covenants, agreements, obligations or conditions for its benefit. Any extension or waiver must be in writing and signed by the party against whom the waiver or extension is to be effected.

 

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Remedies Cumulative; Specific Performance

Except as otherwise provided in the Merger Agreement, any and all remedies conferred on a party are cumulative with and not exclusive of any other remedy conferred or provided by law or equity upon such party. No party waives any right to specific performance or injunctive relief. Each party will be entitled to an injunction or injunctions to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions thereof, in addition to any other remedy at law or in equity.

Governing Law; Jurisdiction

The Merger Agreement is governed by and construed in accordance with Delaware law, without giving effect to principles of conflicts of laws that would require the application of the laws of any other jurisdiction. Each of the parties to the Merger Agreement agreed that actions arising out of or relating to the Merger Agreement or the matters contemplated therein that are not subject to binding arbitration under the terms of the Merger Agreement will be heard and determined exclusively in any United States District Court located in Santa Clara County, California or, if any such United States District Court does not have jurisdiction over any such matter, each of the parties irrevocably consented to the jurisdiction and venue of any state court located in Santa Clara County, California.

 

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U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGERS

The following discussion is a summary of U.S. federal income tax consequences of the Mergers to U.S. Holders that exchange their shares of Moveworks Capital Stock for shares of ServiceNow Common Stock and cash in the Mergers. The following summary is based upon the provisions of the Code, the Treasury Regulations promulgated thereunder and judicial and administrative rulings, all as in effect as of the date hereof, and all of which are subject to change, possibly with retroactive effect, and to differing interpretations. Any such change could affect the accuracy of the statements and conclusions set forth in this discussion.

This discussion addresses only U.S. Holders who hold Moveworks Capital Stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). Moreover, it does not address any U.S. federal tax consequences other than income tax consequences (such as estate, gift or other non-income tax consequences) or any state, local or non-U.S. income or non-income tax consequences. In addition, this discussion does not purport to be a complete analysis of all of the U.S. federal income tax consequences (such as the Medicare contribution tax on net investment income) that may be relevant to U.S. Holders in light of their particular circumstances and does not address all of the U.S. federal income tax consequences that may be relevant to particular holders of Moveworks Capital Stock that are subject to special rules, including, but not limited to:

 

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financial institutions;

 

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partnerships or other pass-through entities (or other entities or arrangements treated as partnerships or pass-through entities for U.S. federal income tax purposes) or investors in such partnerships or pass-through entities;

 

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S corporations or investors in such S corporations;

 

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insurance companies;

 

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tax-exempt organizations or governmental organizations;

 

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dealers or brokers in securities or currencies;

 

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traders in securities that elect to use a mark-to-market method of accounting;

 

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persons that immediately before the Mergers actually or constructively owned at least five percent (5%) of Moveworks Capital Stock (by vote or value);

 

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regulated investment companies;

 

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real estate investment trusts;

 

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tax-qualified retirement plans;

 

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persons that hold Moveworks Capital Stock as part of a straddle, hedge, constructive sale or conversion transaction;

 

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persons that are liable for the alternative minimum tax or other minimum tax;

 

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individuals who are U.S. expatriates and former citizens or long-term residents of the United States;

 

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holders who acquired their shares of Moveworks Capital Stock through the exercise of an employee stock option, in connection with a restricted stock unit or otherwise as compensation;

 

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holders who hold their shares as “qualified small business stock” within the meaning of Section 1202(c) of the Code;

 

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persons subject to special tax accounting rules as a result of any item of gross income with respect to the stock being taken into account in an applicable financial statement; and

 

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persons that have a “functional currency” other than the U.S. dollar.

 

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For purposes of this discussion, the term “U.S. Holder” means a beneficial owner of Moveworks Capital Stock which is, or is treated for U.S. federal income tax purposes as, any of the following:

 

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an individual who is a citizen or resident of the United States;

 

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a corporation (or other entity subject to tax as a corporation) created or organized under the laws of the United States or any of its political subdivisions;

 

•

a trust that (i) is subject to the primary supervision of a court within the United States and all substantial decisions of which are subject to the control of one or more United States persons (as defined in Section 7701(a)(30) of the Code) or (ii) has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a United States person; or

 

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an estate that is subject to U.S. federal income taxation on its income regardless of its source.

If a partnership (or other entity or arrangement classified as a partnership for U.S. federal income tax purposes) holds Moveworks Capital Stock, the tax treatment of a partner in the partnership generally will depend upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. Partnerships and partners in such a partnership should consult their tax advisors about the tax consequences of the Mergers to them.

No rulings have been, or will be, sought by Moveworks or ServiceNow from the IRS with respect to the Mergers, and there can be no assurance that the IRS or a court will not take a contrary position regarding the tax consequences described in this prospectus. The actual tax consequences of the Mergers to you may be complex and will depend on your specific situation and on factors that are not within the control of Moveworks or ServiceNow.

You should consult your own tax advisor as to the tax consequences of the Mergers in your particular circumstances, including the applicability and effect of U.S. federal, state, local or non-U.S. income and other tax laws and of changes in those laws.

Tax Consequences of the Mergers

The Mergers, taken together, are intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to the completion of the Transaction that each of ServiceNow and Moveworks receive an opinion from its respective counsel to the effect that the Mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and, except where specifically discussed below, the discussion below assumes that the Mergers qualify for such tax treatment. Each such opinion will be based on, among other things, certain facts, representations, covenants and assumptions, and such opinion relies on such facts, representations and assumptions being accurate at the time of the Mergers, and the covenants being followed according to their terms. If any of these facts, representations, covenants and assumptions are, or become, inaccurate or incomplete, each such opinion may be invalid, and the conclusions reached therein could be jeopardized. An opinion of counsel represents counsel’s best legal judgment and is not binding on the IRS or the courts, which may not agree with the conclusions set forth in such opinion.

Assuming that the Mergers, taken together, qualify as a “reorganization” within the meaning of Section 368(a) of the Code, the U.S. federal income tax consequences to U.S. Holders of the Mergers is (subject to the discussions below regarding the installment method, imputed interest and certain other matters) as follows:

 

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a U.S. Holder will recognize gain (but not loss) in an amount equal to the lesser of (1) the amount by which the sum of the fair market value of the shares of ServiceNow Common Stock and cash received by such holder in the Mergers exceeds such holder’s tax basis in the holder’s Moveworks Capital Stock surrendered, and (2) the amount of cash received by such U.S. Holder;

 

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the aggregate tax basis of the ServiceNow Common Stock received by a U.S. Holder in the Mergers will be the same as such U.S. Holder’s aggregate tax basis in the Moveworks Capital Stock exchanged for the ServiceNow Common Stock, decreased by the amount of cash received in the Mergers, and increased by the amount of gain recognized on the exchange; and

 

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the holding period of ServiceNow Common Stock received by a U.S. Holder in exchange for such U.S. Holder’s shares of Moveworks Capital Stock will include the holding period of such U.S. Holder’s Moveworks Capital Stock exchanged for the ServiceNow Common Stock.

If a U.S. Holder acquired different blocks of Moveworks Capital Stock at different times or at different prices, such U.S. Holder’s holding period and basis will be determined separately with respect to each block of Moveworks Capital Stock. Any gain recognized generally will be long-term capital gain if the U.S. Holder’s holding period in a particular block of Moveworks Capital Stock exceeds one (1) year at the Closing of the Mergers. Long-term capital gain of individuals and other non-corporate U.S. Holders currently is eligible for preferential U.S. federal income tax rates. Gain, if any, recognized in the Mergers with respect to consideration received after the close of the U.S. Holder’s taxable year in which the Closing of the Mergers occurs may be eligible for reporting under the installment method, as discussed below.

Installment Method

In general, any gain with respect to any consideration received pursuant to any post-Closing adjustment described above under “The Merger Agreement—Adjustment Amount and Seller Agent Expense Amount” after the close of a U.S. Holder’s taxable year in which the Closing of the Mergers occurs may be eligible for reporting under the installment method. Under the installment method, a U.S. Holder would generally recognize gain in each taxable year in which the U.S. Holder receives a cash payment pursuant to such a post-Closing adjustment in an amount not to exceed the aggregate cash payment received in such year (exclusive of imputed interest income as described below). In determining the amount of gain recognized in each year, such holder would generally take into account over time the tax basis such holder had in the Moveworks Capital Stock surrendered in the Mergers and thus would not take into account such U.S. Holder’s full tax basis in its Moveworks Capital Stock in determining the amount of gain recognized in the taxable year in which the Closing of the Mergers occurs. The rules governing the allocation of basis under the installment method are complex and may substantially defer recovery of a U.S. Holder’s basis, particularly because a U.S. Holder would generally be required, for purposes of determining the amount of gain recognized in each year, to assume that such U.S. Holder would receive the maximum possible amount of remaining future contingent payments (which would include any amounts that could be paid in future years pursuant to any post-Closing adjustment described above under “The Merger Agreement—Adjustment Amount and Seller Agent Expense Amount”).

If a U.S. Holder is eligible for and does not elect out of the installment method of reporting and, at the end of the U.S. Holder’s taxable year, holds installment obligations (including the right to receive cash pursuant to a post-Closing adjustment described above under “The Merger Agreement—Adjustment Amount and Seller Agent Expense Amount”) the face amounts of which exceed $5,000,000 in the aggregate, such holder may be required to pay interest on the U.S. federal income tax that is deferred as a result of using the installment method.

A U.S. Holder may elect out of the installment method on the holder’s tax return for the taxable year in which the Closing of the Mergers occurs. A U.S. Holder electing out of the installment method, or who is ineligible for the installment method, generally would report all of its recognized gain (taking into account the fair market value of the right to receive future contingent payments) in the U.S. Holder’s taxable year that includes the Closing of the Mergers. The installment method does not apply to U.S. Holders who realize a loss in the Mergers.

The installment rules are complex. U.S. Holders are urged to consult their tax advisors regarding the availability and impact of the installment method and whether to elect out of the installment method.

 

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Imputed Interest

A portion of any payment pursuant to any post-Closing adjustment described above under “The Merger Agreement—Adjustment Amount and Seller Agent Expense Amount” that is received by a U.S. Holder more than six (6) months after the Closing of the Mergers will generally be recharacterized as imputed interest for U.S. federal income tax purposes. In general, the amount of such interest will be determined by discounting the actual amount of the payment received, using the appropriate applicable federal rate, from the date the payment is made to the Closing Date of the Mergers. Any such amount treated as imputed interest will be ordinary interest income to a U.S. Holder and will not be taken into account as consideration for purposes of determining gain or loss.

Treatment of the Seller Agent Expense Fund

For U.S. federal income tax purposes, a U.S. Holder generally will be treated as receiving, in the U.S. Holder’s taxable year that includes the Mergers, its pro rata share of the Seller Agent Expense Amount deposited with the Seller Agent (the “Seller Agent Expense Fund”), rather than in the year of any release to the U.S. Holder from the Seller Agent Expense Fund.

 

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INFORMATION ABOUT SERVICENOW

ServiceNow

ServiceNow delivers a cloud-based platform, the Now Platform, that enables organizations to digitize and automate workflows across the entire enterprise. Its workflow and AI-powered agentic applications help customers seamlessly connect systems, automate tasks, and empower employees regardless of their systems of record, large language model providers or collaboration tools.

ServiceNow’s principal executive offices are located at 2225 Lawson Lane, Santa Clara, California 95054, and its telephone number is (408) 501-8550.

Additional information about ServiceNow and its subsidiaries is included in the documents incorporated by reference into this prospectus. See the section entitled “Where You Can Find More Information” beginning on page 113 of this prospectus.

Merger Sub I

Mavericks Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of ServiceNow, was formed on March 6, 2025 for the purpose of entering into the Merger Agreement and effecting the First Merger. At the Effective Time, Merger Sub I will merge with and into Moveworks, with Moveworks continuing as the surviving corporation in the First Merger and as a direct, wholly-owned subsidiary of ServiceNow. The registered office of Merger Sub I is located at 850 New Burton Road, Suite 201, City of Dover, County of Kent, Delaware 19904.

Merger Sub II

Mavericks Merger Sub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of ServiceNow, was formed on March 6, 2025 for the purpose of entering into the Merger Agreement and effecting the Second Merger. Merger Sub II is, and will be at the Second Effective Time, a single member limited liability company disregarded as separate from its sole member, ServiceNow, for U.S. federal income tax purposes. At the Second Effective Time, Merger Sub II will merge with Moveworks, with Merger Sub II continuing as the surviving company in the Second Merger and as a direct, wholly-owned subsidiary of ServiceNow. The registered office of Merger Sub II is located at 850 New Burton Road, Suite 201, City of Dover, County of Kent, Delaware 19904.

 

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INFORMATION ABOUT MOVEWORKS

In this section of this Registration Statement, unless otherwise indicated or the context otherwise requires, the term “Moveworks” refers collectively to Moveworks, Inc. and all of its subsidiaries.

Overview

Moveworks’ executive offices are located at 1400 Terra Bella Avenue, Mountain View, CA 94043, and its telephone number is (408) 435-5100. Additional information regarding Moveworks can be found at its website at www.moveworks.com. Information on Moveworks’ website is not incorporated into this prospectus and is not a part of this prospectus.

Moveworks, Inc. (formerly Banner Technologies, Inc.) was incorporated on June 3, 2016 as a corporation under the laws of the State of Delaware.

Moveworks’ mission is to use artificial intelligence (“AI”) and natural language understanding to help employees access the right information, resources and support more effectively and efficiently. Moveworks serves enterprise customers via an agentic AI platform that uses a selection of large language models and machine learning techniques to autonomously fulfill employee’s requests. Customer’s employees interact directly with a chatbot deployed and integrated with existing enterprise systems. Moveworks’ reasoning engine interprets the intent of employees’ requests and takes the appropriate action, logging all activity on a customer’s internal systems.

Moveworks’ chatbot integrates directly with most of the most common enterprise software systems used by its customers, including Teams, Slack, ServiceNow, Atlassian (Jira), Okta and SharePoint. These integrations enable each customer to quickly and seamlessly link Moveworks chatbot into its existing IT infrastructure.

In the past few years, Moveworks has grown into one of the largest enterprise AI platforms with over 300 customers and over $100 million in annual recurring revenue. Moveworks derives most of its revenue from customers with over than 5,000 employees.

Employees

Moveworks currently has approximately 530 employees located in the United States, India, Canada, United Kingdom, France and Australia.

Moveworks Products

Moveworks provides a Generative AI platform that empowers enterprises to find answers, automate tasks, enhance productivity and build custom AI agents for seamless IT support, automation of human resource tasks, managing payroll operations and streamline sales and marketing. At the core of the platform is an agentic reasoning architecture that orchestrates over 100 models to plan multi-step processes, execute next-best actions, evaluate outcomes and adapt dynamically to achieve task completion. Designed with a foundation of trust, security, and responsible AI principles, the platform adheres to industry standards, including ISO 27001, SOC 2, CCPA, GDPR and FedRAMP, and offers a dedicated GovCloud environment to support regulated industries.

AI Assistant

The Moveworks AI assistant allows enterprises to give their entire workforce one place to search and take action across all enterprise applications. It offers capabilities such as enterprise search, service request management, approval flow automation, document summarization, and ChatGPT and custom LLM integration—all accessible in a multilingual conversational experience. By streamlining these workflows, the AI Assistant delivers measurable business outcomes, including reduced support costs, faster case resolution and improved workforce productivity.

 

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AI Agent Studio

Moveworks’ AI Agent Studio gives enterprise developers an end-to-end, intuitive environment to build AI agents. The platform minimizes code sprawl, accelerates development with up to 90% less code compared to traditional methods, and removes the need for a standalone integration platform (iPaaS). Agents built on the platform are powered by the agentic Reasoning Engine and can be designed to handle complex tasks across every team and business application.

Pricing and Packaging

The Moveworks AI Assistant is primarily sold on a user-based subscription model. Customers may also purchase additional capabilities—such as advanced productivity tools, analytics, and automated knowledge generation—as add-on modules, also offered by subscription. In addition, Moveworks offers a usage-based pricing option for the AI Assistant, which includes a base platform fee and variable per-user charges based on monthly usage volume.

AI Agent Studio follows a similar subscription-based pricing model, with scaling determined by the number of users, AI agents created and business applications integrated into the platform.

Quantitative and Qualitative Disclosures About Market Risk

Moveworks is exposed to financial market risks, including changes in foreign currency exchange rates and interest rates. This exposure has increased due to the impact of the macroeconomic environment as discussed below.

Foreign Currency Exchange Risk

Moveworks conducts business in the following locations: the United States, India, Canada, United Kingdom, France and Australia. The expanding global scope of Moveworks’ business exposes it to the risk of fluctuations in foreign currency markets. This exposure is the result of selling in multiple currencies and growth in Moveworks’ international investments, including costs associated with third-party infrastructure providers and additional headcount in foreign countries. Specifically, Moveworks’ results of operations and cash flows are subject to fluctuations in the following currencies: the Euro, British Pound Sterling, Canadian Dollar, Australian Dollar and Indian Rupee against the United States Dollar (“USD”). These exposures may change over time as business practices evolve and economic conditions change. Changes in foreign currency exchange rates could have an adverse impact on the financial results and cash flows of Moveworks.

Interest Rate Risk

Moveworks maintains debt obligations that are subject to market interest risk. Moveworks is party to a loan agreement with a borrowing capacity of up to $50 million in the form of a revolving line of credit. Absent an event of default, Moveworks’ debt obligations are subject to an applicable interest rate that is the sum of (i) the prime rate established by the lender, but in no event and at no time shall be less than the (A) the sum of the daily adjusting term SOFR rate plus two and one-half percent (2.5%) per annum, or (B) two and one-half percent (2.5%) per annum, plus (ii) the applicable margin, which is one quarter of one percent (0.25%) per year. If an event of default has occurred but remains unremedied or uncured, Moveworks’ debt obligations will be subject to an interest rate equal to five percent (5%) per annum above the otherwise applicable interest rate. As of January 31, 2025, there was $40 million outstanding under the revolving line of credit.

 

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INFORMATION ABOUT SERVICENOW UPON THE CONSUMMATION OF THE TRANSACTION

Directors and Executive Officers of ServiceNow Upon the Consummation of the Transaction

Upon the consummation of the Transaction, the directors and executive officers of ServiceNow are expected to remain unchanged as disclosed in Part III, Item 10 of ServiceNow’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on January 30, 2025, which is incorporated by reference and supplemented by the following information:

Jeff Miller and Deborah Black, currently serving as directors of ServiceNow, will not stand for re-election at the 2025 Annual Shareholders Meeting, which will be held on May 22, 2025.

Paul Smith resigned from his position as ServiceNow’s President, Global Customer and Field Operations, effective April 23, 2025. Mr. Smith will continue to serve in an advisory role until no later than September 30, 2025. He is succeeded by Paul Fipps, who was appointed President of Global Customer Operations.

 

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CERTAIN RELATED PARTY TRANSACTIONS OF SERVICENOW

Information regarding transactions with related persons of ServiceNow is incorporated by reference from information contained in ServiceNow’s 2025 Definitive Proxy Statement on Schedule 14A filed with the SEC on April 4, 2025 under the sections entitled “Nomination Process and Nominees—Independence” and “Board and Corporate Governance Matters—Transactions with Related Parties”.

 

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INTERESTS OF DIRECTORS AND OFFICERS IN THE TRANSACTION

Interests of Directors and Executive Officers of ServiceNow in the Transaction

The directors and executive officers of ServiceNow do not have any interests in the Transaction that are different from, or in addition to, the interests of the ServiceNow shareholders.

Interests of Directors and Executive Officers of Moveworks in the Transaction

Moveworks Stockholders should be aware and take into account the fact that certain Moveworks directors and executive officers have interests in the Transaction that may be different from, or in addition to, the interests of Moveworks Stockholders generally and that may create, or be perceived to create, potential conflicts of interest. The members of the Moveworks Board who recommended that Moveworks Stockholders entitled to vote adopt the Merger Agreement and approve the Transaction were aware of and considered these interests to the extent such interests existed at the time, among other matters, during their respective deliberations on the merits of the Transaction, in negotiating, evaluating and approving the Merger Agreement and the Transaction, and in making the Moveworks Board’s recommendation that the Moveworks Stockholders entitled to vote adopt the Merger Agreement and approve the Transaction.

Current members of the Moveworks Board are Bhavin Shah, Vaibhav Nivargi, Jiang Chen, Varun Singh, Arif Janmohamed and Enrique Salem.

Bhavin Shah is the Chairman of the Moveworks Board and Chief Executive Officer of Moveworks. Mr. Shah previously exercised 2,435,206 Options at a per share exercise price of $0.74, subject to that certain Early Exercise Stock Option Agreement (Non-Plan), dated May 24, 2021, and entered into a Secured Recourse Promissory Note and Pledge Agreement concurrently therewith. These Restricted Shares are subject to performance-based vesting (a) with respect to twenty percent (20%) of the underlying shares upon Moveworks’ achievement of a Company Valuation (as defined therein) of at least $2.1 billion, (b) with respect to an additional thirty percent (30%) of the underlying shares upon Moveworks’ achievement of a Company Valuation of $5.2 billion, (c) with respect to an additional thirty percent (30%) of the underlying shares upon Moveworks’ achievement of a Company Valuation of $10.0 billion, and (d) with respect to all underlying shares upon Moveworks’ achievement of a Company Valuation of $15.0 billion, conditioned on the Company Valuation being achieved before May 24, 2028 and continuous employment with Moveworks through the achievement of a Company Valuation. In the case of a change in control for a Company Valuation between these levels, the shares will vest pro rata. The per share repurchase price payable for Restricted Shares is equal to the lesser of (a) the price paid by the purchaser and (b) the fair market value per share as of the date of the repurchase notice to be delivered by Moveworks no later than the 90th day following the purchaser’s termination of service. The shares are also subject to a right of first refusal and a limited call right held by Moveworks.

As of March 9, 2025, Mr. Shah was the beneficial owner of 19,820,971 shares of Common Stock and 16,156,655 shares of Class F Stock, including 2,435,206 Restricted Shares that were issued based on the early exercise described above, an estimated 1,783,200 of which are expected to remain unvested at Closing, and the exercise price for which were paid by a secured promissory note with an outstanding principal amount of $1,802,052.44 and accrued interest in the amount of $74,120.38 (the “Shah Note”). Mr. Shah will ultimately receive a combination of cash and shares of ServiceNow Common Stock in the Mergers in exchange for his shares of Common Stock, including the vested portion of the Restricted Shares, and Class F Stock, and Moveworks is expected to repurchase, at $0.74 per share (the exercise price originally paid to acquire such shares), the unvested Restricted Shares, which will satisfy Mr. Shah’s obligation to repay a portion of the amount outstanding under the Shah Note. In addition, Mr. Shah has been offered employment by ServiceNow providing for compensation and other benefits, including equity award compensation under the Retention Plan, as a result of the Mergers and as described below. Further, pursuant to the Merger Agreement, twenty-five percent (25%) of Mr. Shah’s pro rata share of the Closing Consideration is expected to be withheld and the shares of ServiceNow

 

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Common Stock payable to Mr. Shah will be released in equal monthly installments over thirty-six (36) months immediately following the Closing in accordance with the terms of the Founder Revesting Agreements. In connection with the value of the ServiceNow Common Stock anticipated to be received by Mr. Shah, Mr. Shah is subject to antitrust clearance. The Moveworks Board determined it was advisable to pay the required $105,000 HSR antitrust filing fee, as well as the attorneys’ fees associated with the preparation of the HSR filing, on behalf of Mr. Shah, which is taxable to Mr. Shah, and therefore, Moveworks will also provide a gross-up payment to Mr. Shah to cover such taxes.

Vaibhav Nivargi is a director and Chief Technology Officer of Moveworks. Mr. Nivargi previously exercised 2,435,206 Options at a per share exercise price of $0.74, subject to that certain Early Exercise Stock Option Agreement (Non-Plan), dated May 24, 2021, and entered into a Secured Recourse Promissory Note and Pledge Agreement concurrently therewith. These Restricted Shares are subject to performance-based vesting (a) with respect to twenty percent (20%) of the underlying shares upon Moveworks’ achievement of a Company Valuation (as defined therein) of at least $2.1 billion, (b) with respect to an additional thirty percent (30%) of the underlying shares upon Moveworks’ achievement of a Company Valuation of $5.2 billion, (c) with respect to an additional thirty percent (30%) of the underlying shares upon Moveworks’ achievement of a Company Valuation of $10.0 billion, and (d) with respect to all underlying shares upon Moveworks’ achievement of a Company Valuation of $15.0 billion, conditioned on the Company Valuation being achieved before May 24, 2028 and continuous employment with Moveworks through the achievement of a Company Valuation. In the case of a change in control for a Company Valuation between these levels, the shares will vest pro rata. The per share repurchase price payable for Restricted Shares is equal to the lesser of (a) the price paid by the purchaser and (b) the fair market value per share as of the date of the repurchase notice to be delivered by Moveworks no later than the 90th day following the purchaser’s termination of service. The shares are also subject to a right of first refusal and a limited call right held by Moveworks.

As of March 9, 2025, Mr. Nivargi was the beneficial owner of 19,820,972 shares of Common Stock and 16,156,655 shares of Class F Stock, including 2,435,206 Restricted Shares that were issued based on the early exercise described above, an estimated 1,783,200 of which are expected to remain unvested at Closing, and the exercise price for which were paid by a secured promissory note with an outstanding principal amount of $1,802,052.44 and accrued interest in the amount of $74,120.38 (the “Nivargi Note”). Mr. Nivargi will ultimately receive a combination of cash and shares of ServiceNow Common Stock in the Mergers in exchange for his shares of Common Stock, including the vested portion of the Restricted Shares, and Class F Stock, and Moveworks is expected to repurchase, at $0.74 per share (the exercise price originally paid to acquire such shares), the unvested Restricted Shares, which will satisfy Mr. Nivargi’s obligation to repay a portion of the amount outstanding under the Nivargi Note. In addition, Mr. Nivargi has been offered employment by ServiceNow providing for compensation and other benefits, including equity award compensation under the Retention Plan, as a result of the Mergers and as described below. Further, pursuant to the Merger Agreement, twenty-five percent (25%) of Mr. Nivargi’s pro rata share of the Closing Consideration is expected to be withheld and the shares of ServiceNow Common Stock payable to Mr. Nivargi will be released in equal monthly installments over thirty-six (36) months immediately following the Closing in accordance with the terms of the Founder Revesting Agreements. Also, in connection with the value of ServiceNow Common Stock anticipated to be received by Mr. Nivargi, Mr. Nivargi is subject to antitrust clearance. The Moveworks Board determined it was advisable to pay the required $105,000 HSR antitrust filing fee, as well as the attorneys’ fees associated with the preparation of the HSR filing, on behalf of Mr. Nivargi, which is taxable to Mr. Nivargi, and therefore, Moveworks will also provide a gross-up payment to Mr. Nivargi to cover such taxes.

Jiang Chen is a director and Chief Technology Officer – AI of Moveworks. Mr. Chen previously exercised 7,305,619 Options at a per share exercise price of $0.74, subject to that certain Early Exercise Stock Option Agreement (Non-Plan), dated May 24, 2021, and entered into a Secured Recourse Promissory Note and Pledge Agreement concurrently therewith (collectively, the “Chen Non-Plan Option Documents”). These Restricted Shares are subject to performance-based vesting (a) with respect to twenty percent (20%) of the underlying shares upon Moveworks’ achievement of a Company Valuation (as defined therein) of at least $2.1 billion,

 

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(b) with respect to an additional thirty percent (30%) of the underlying shares upon Moveworks’ achievement of a Company Valuation of $5.2 billion, (c) with respect to an additional thirty percent (30%) of the underlying shares upon Moveworks’ achievement of a Company Valuation of $10.0 billion, and (d) with respect to all underlying shares upon Moveworks’ achievement of a Company Valuation of $15.0 billion, conditioned on the Company Valuation being achieved before May 24, 2028 and continuous employment with Moveworks through the achievement of a Company Valuation. In the case of a change in control for a Company Valuation between these levels, the shares will vest pro rata. The per share repurchase price payable for Restricted Shares is equal to the lesser of (a) the price paid by the purchaser and (b) the fair market value per share as of the date of the repurchase notice to be delivered by Moveworks no later than the 90th day following the purchaser’s termination of service. The shares are also subject to a right of first refusal and a limited call right held by Moveworks. The Chen Non-Plan Option Documents were subsequently amended (the “Chen Non-Plan Option Amendment”) to provide that, subject to Mr. Chen’s continued employment with Moveworks through the Closing, that number of additional shares subject to the Chen Non-Plan Option Documents equal to the quotient obtained by dividing (i) $40 million by (ii) an amount equal to the dollar value of the consideration to be paid per share of Common Stock to Moveworks Stockholders in the Mergers (with non-cash consideration to be valued as set forth in the Merger Agreement) will vest on the Closing.

As of March 9, 2025, Mr. Chen was the beneficial owner of 10,478,728 shares of Common Stock and 2,890,055 shares of Common Stock issuable upon exercise of Options that are exercisable within sixty (60) days of March 9, 2025, including 7,305,619 Restricted Shares that were issued based on the early exercise described above, an estimated 1,234,796 of which are expected to remain unvested at Closing, and the exercise price for which were paid by a secured promissory note with an outstanding principal amount of $5,406,158.06 and accrued interest in the amount of $222,361.18 (the “Chen Note”). Mr. Chen will ultimately receive a combination of cash and shares of ServiceNow Common Stock in the Mergers in exchange for his shares of Common Stock and pursuant to the Chen Non-Plan Option Amendment, Moveworks has revised the vesting terms applicable to the Restricted Shares held by Mr. Chen so that shares with a value of $40 million will vest on the Closing. In addition, Mr. Chen has been offered employment by ServiceNow providing for compensation and other benefits, including equity award compensation under the Retention Plan, as a result of the Mergers and as described below. Further, pursuant to the Merger Agreement, twenty-five percent (25%) of Mr. Chen’s pro rata share of the Closing Consideration is expected to be withheld and the shares of ServiceNow Common Stock payable to Mr. Chen will be released in equal monthly installments over thirty-six (36) months immediately following the Closing in accordance with the terms of the Founder Revesting Agreements. In addition, Moveworks is expected to repurchase, at $0.74 per share (the exercise price originally paid to acquire such shares), the remaining unvested Restricted Shares, which will satisfy Mr. Chen’s obligation to repay a portion of the amount outstanding under the Chen Note.

Varun Singh is a director and President of Moveworks. Mr. Singh previously exercised 7,305,619 Options at a per share exercise price of $0.74 subject to that certain Early Exercise Stock Option Agreement (Non-Plan), dated May 24, 2021, and entered into a Secured Recourse Promissory Note and Pledge Agreement concurrently therewith (the “Singh Non-Plan Option Documents”). These Restricted Shares are subject to performance-based vesting (a) with respect to twenty percent (20%) of the underlying shares upon Moveworks’ achievement of a Company Valuation (as defined therein) of at least $2.1 billion, (b) with respect to an additional thirty percent (30%) of the underlying shares upon Moveworks’ achievement of a Company Valuation of $5.2 billion, (c) with respect to an additional thirty percent (30%) of the underlying shares upon Moveworks’ achievement of a Company Valuation of $10.0 billion, and (d) with respect to all underlying shares upon Moveworks’ achievement of a Company Valuation of $15.0 billion, conditioned on the Company Valuation being achieved before May 24, 2028 and continuous employment with Moveworks through the achievement of a Company Valuation. In the case of a change in control for a Company Valuation between these levels, the shares will vest pro rata. The per share repurchase price payable for Restricted Shares is equal to the lesser of (a) the price paid by the purchaser and (b) the fair market value per share as of the date of the repurchase notice to be delivered by Moveworks no later than the 90th day following the purchaser’s termination of service. The shares are also subject to a right of first refusal and a limited call right held by Moveworks. The Singh Non-Plan Option Documents were

 

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subsequently amended (the “Singh Non-Plan Option Amendment”) to provide that, subject to Mr. Singh’s continued employment with Moveworks through the Closing, that number of additional shares subject to the Singh Non-Plan Option Documents equal to the quotient obtained by dividing (i) $40 million by (ii) an amount equal to the dollar value of the consideration to be paid per share of Common Stock to Moveworks Stockholders in the Mergers (with non-cash consideration to be valued as set forth in the Merger Agreement) will vest on the Closing.

As of March 9, 2025, Mr. Singh was the beneficial owner of 8,962,273 shares of Common Stock and 4,976,300 shares of Common Stock issuable upon exercise of Options that are exercisable within sixty (60) days of March 9, 2025, including 7,305,619 Restricted Shares that were issued based on the early exercise described above, an estimated 1,234,796 of which are expected to remain unvested at Closing, and the exercise price for which were paid by a secured promissory note with an outstanding principal amount of $5,406,158.06 and accrued interest in the amount of $222,361.18 (the “Singh Note”). Mr. Singh will ultimately receive a combination of cash and shares of ServiceNow Common Stock in the Mergers in exchange for his shares of Common Stock, and pursuant to the Singh Non-Plan Option Amendment, Moveworks has revised the vesting terms applicable to the Restricted Shares held by Mr. Singh such that shares with a value of $40 million will vest on the Closing. In addition, Mr. Singh has been offered employment by ServiceNow providing for compensation and other benefits, including equity award compensation under the Retention Plan, as a result of the Mergers and as described below. Further, pursuant to the Merger Agreement, twenty-five percent (25%) of Mr. Singh’s pro rata share of the Closing Consideration is expected to be withheld and the shares of ServiceNow Common Stock payable to Mr. Singh will be released in equal monthly installments over thirty-six (36) months immediately following the Closing in accordance with the terms of the Founder Revesting Agreements. In addition, Moveworks is expected to repurchase, at $0.74 per share (the exercise price originally paid to acquire such shares), the remaining unvested Restricted Shares, which will satisfy Mr. Singh’s obligation to repay a portion of the amount outstanding under the Singh Note.

Arif Janmohamed is a director of Moveworks and an affiliate of Lightspeed Venture Partners, which, together with its affiliates, is a stockholder of Moveworks that will receive proceeds in such capacity as a result of the Mergers.

Enrique Salem is a director of Moveworks and an affiliate of Bain Capital Partners, which, together with its affiliates, is a stockholder of Moveworks that will receive proceeds in such capacity as a result of the Mergers.

Employment of the Founders

ServiceNow has entered into new offer letters with each of the Founders that will become effective upon the Closing of the Transaction. Each offer letter provides for the Founders to receive a base salary ($525,000 in the case of Mr. Shah and $400,000 for the other Founders) and to be eligible for an annual bonus, with the target bonus being fifty percent (50%) of base salary for Mr. Shah and forty percent (40%) of base salary for the other Founders. The letters also provide for each Founder to be granted an award of Moveworks RSUs pursuant to the Retention Plan described below immediately prior to the Closing that will be converted to ServiceNow restricted stock units upon the Closing of the Transaction as described in the section entitled “The Merger Agreement” above, with the value of such awards to be $10 million for each of Messrs. Shah and Nivargi and $20 million for each of Messrs. Singh and Chen and each such award scheduled to vest in quarterly installments over three (3) years immediately following the Closing. Each offer letter also provides for the applicable Founder to be eligible for severance benefits under the ServiceNow severance policy on an involuntary termination of the Founder’s employment without cause (as defined in the offer letter) or a voluntary termination of employment for good reason (as defined in the offer letter), subject to the Founder providing a release of claims.

 

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Retention Equity Incentive Plan

In connection with the Transaction, Moveworks will establish the Retention Plan, where the Founders will be granted new Moveworks RSUs or other retention incentives. See the discussion under the section entitled “The Merger Agreement—Employee Benefit Plans and Employee Matters” on page 65 of this prospectus for a description of the Retention Plan.

Indemnification

Moveworks’ Fourth Amended and Restated Certificate of Incorporation and Bylaws, as amended, contain indemnification provisions limiting the liability of directors and officers for certain decisions made in connection with their roles as directors and officers of Moveworks.

Under the Merger Agreement, ServiceNow agrees to cause the Surviving Company to honor indemnification obligations of Moveworks pursuant to indemnification agreements with Moveworks and pursuant to the organizational documents of Moveworks, in each case, in effective on the date of Merger Agreement, owed to D&O Indemnitees with respect to claims arising out of acts or omissions occurring at or prior to the Closing that are asserted after the Closing, subject to certain exceptions.

Moveworks currently maintains directors’ and officers’ liability insurance to insure its directors against the cost of defense, settlement or payment of a judgment under certain circumstances. Additionally, Moveworks has entered into indemnification agreements with each of its directors providing that, subject to limited exceptions, and among other things, Moveworks will indemnify its directors and certain officers to the fullest extent permitted by applicable law for claims arising in their capacities as directors or officers of Moveworks. Applicable Delaware law permits the indemnification of Moveworks’ directors, officers, employees and agents, under certain circumstances, for attorney’s fees and other expenses incurred by them in any litigation to which they become a party resulting from their association with Moveworks or activities on Moveworks’ behalf. Under the Merger Agreement, ServiceNow and Merger Subs will cause Moveworks to maintain the Tail Insurance Coverage for the D&O Indemnitees in full force and effect and continue to honor the obligations thereunder until the sixth (6th) anniversary of the Closing Date.

 

86

COMPARISON OF RIGHTS OF SERVICENOW SHAREHOLDERS AND MOVEWORKS STOCKHOLDERS

ServiceNow and Moveworks are both incorporated under the laws of the State of Delaware. Accordingly, the rights of ServiceNow shareholders and Moveworks Stockholders are currently governed by the DGCL. However, ServiceNow shareholders and Moveworks Stockholders have different rights pursuant to the organizational documents of each of ServiceNow and Moveworks, respectively.

Upon the consummation of the Transaction, (i) certain Moveworks Stockholders will own, or have the right to own, shares of ServiceNow Common Stock and will have rights different from those they currently have as the Moveworks Stockholders, and (ii) ServiceNow shareholders will continue to own the shares of ServiceNow Common Stock that such shareholders owned prior to the Transaction, subject to the same rights as prior to the Transaction, except that their shares of ServiceNow Common Stock will represent an interest in ServiceNow that also reflects the ownership and operation of the Moveworks business. After the Transaction is completed, the rights of ServiceNow shareholders and Moveworks Stockholders will (i) continue to be governed by the DGCL and (ii) be governed by ServiceNow’s Restated Certificate of Incorporation, as amended (the “ServiceNow Certificate of Incorporation”), and ServiceNow’s Restated Bylaws, as amended (the “ServiceNow Bylaws”).

This section summarizes the respective rights of ServiceNow shareholders and Moveworks Stockholders, respectively. It is not, however, a complete statement of the respective rights of such shareholders or stockholders, nor is it a complete description of the specific provisions referenced below. This summary is qualified in its entirety by reference to the DGCL and ServiceNow’s and Moveworks’ organizational documents, which you are urged to read carefully. ServiceNow has filed the ServiceNow Certificate of Incorporation and ServiceNow Bylaws with the SEC and will send copies of these documents to you, without charge, upon your request. For additional information, please see the section entitled “Where You Can Find More Information” beginning on page 113 of this prospectus.

 

ServiceNow		Moveworks
Organizational Documents
The rights of ServiceNow shareholders are currently governed by the ServiceNow Certificate of Incorporation, the ServiceNow Bylaws and the DGCL.		The rights of Moveworks Stockholders are currently governed by the Moveworks Fourth Amended and Restated Certificate of Incorporation, as amended by the First Amendment (the “Moveworks Certificate of Incorporation”), the Moveworks Bylaws, as amended (the “Moveworks Bylaws”), and the DGCL.
Authorized Capital Stock
ServiceNow is authorized to issue two classes of capital stock, which are designated, respectively, “Common Stock” and “Preferred Stock”. The total number of shares of all classes of stock which ServiceNow has authority to issue is 610,000,000 shares, of which 600,000,000 shares are ServiceNow Common Stock, $0.001 par value per share, and 10,000,000 shares are ServiceNow Preferred Stock, $0.001 par value per share (“ServiceNow Preferred Stock”).   Under the DGCL, the number of authorized shares of ServiceNow Common Stock may be increased or decreased (but not below the number of shares thereof		Moveworks is authorized to issue three classes of capital stock which are designated, respectively, “Common Stock,” “Class F Stock” and “Preferred Stock.” The total number of shares that Moveworks is authorized to issue is 475,426,366, of which 140,426,366 shares are Preferred Stock, 35,000,000 shares are Class F Stock, and 300,000,000 shares are Common Stock. The Preferred Stock, Class F Stock and Common Stock each have a par value of $0.00001 per share.   Moveworks may not increase the number of authorized shares of (i) Common Stock, Class F

 

87

ServiceNow		Moveworks
then outstanding) by filing an amendment to the ServiceNow Certificate of Incorporation. The ServiceNow Certificate of Incorporation can be amended by an affirmative vote of the holders of at least two-thirds (2/3) of the voting power of all of the then-outstanding shares of the capital stock of ServiceNow entitled to vote generally in the election of directors, voting together as a single class; provided, that, if two-thirds (2/3) of ServiceNow’s Whole Board (as defined below) has approved such increase or decrease in the authorized shares of ServiceNow Common Stock, then only the affirmative vote of the holders of at least a majority of the voting power of all of the then outstanding shares of the capital stock of ServiceNow entitled to vote generally in the election of directors, voting together as a single class, will be required. “Whole Board” means the total number of authorized directors, whether or not there are any vacancies in previously authorized directorships.   The number of authorized shares of ServiceNow Preferred Stock may also be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of two-thirds (2/3) of the voting power of all the then outstanding shares of capital stock of ServiceNow entitled to vote, without a vote of the holders of the Preferred Stock, unless a vote of any other holders is required pursuant to a certificate of designation establishing a series of ServiceNow Preferred Stock.   {Following the Closing, the affirmative supermajority vote required to increase or decrease the number of authorized shares of ServiceNow Preferred Stock is expected to be replaced by a requirement for approval by a majority of the voting power of all the then outstanding shares of capital stock entitled to vote generally in the election of directors.*}		Stock or Preferred Stock without the vote or written consent of the holders of a majority of the then outstanding shares of Preferred Stock as long as at least 20,000,000 shares of Preferred Stock are issued and outstanding, (ii) Class F Stock without the vote or written consent of more than fifty percent (50%) of the outstanding shares of Class F Stock as long as any shares of Class F Stock are issued and outstanding, (iii) Series B Preferred Stock without the vote or written consent of the holders of a majority of the then outstanding shares of Series B Preferred Stock as long as at least 5,000,000 shares of Series B Preferred Stock are issued and outstanding and (iv) Series C Preferred Stock without the vote or written consent of the holders of a majority of the then outstanding shares of Series C Preferred Stock as long as at least 5,000,000 shares of Series B Preferred Stock are issued and outstanding.
Voting; Proxies
Unless otherwise provided by law or the ServiceNow Certificate of Incorporation, and subject to the requirements for the determination of shareholders of record under the ServiceNow Bylaws, each shareholder will be entitled to one (1) vote for each share of stock held by such shareholder.   Each shareholder entitled to vote at a meeting of shareholders may authorize another person or persons to act for such shareholder by proxy.		Unless otherwise provided in the Moveworks Certificate of Incorporation, each stockholder will be entitled to one (1) vote in person or by proxy for each share of the Moveworks Capital Stock having voting power, but no proxy will be voted after three (3) years from its date, unless the proxy provides for a longer period. Each proxy is revocable unless expressly provided therein to be irrevocable and unless it is coupled with an interest sufficient in law to support an irrevocable power.

 

88

ServiceNow		Moveworks
Unless otherwise provided by applicable law, the rules of any stock exchange upon which ServiceNow’s securities are listed, the ServiceNow Certificate of Incorporation or the ServiceNow Bylaws, every matter other than the election of directors will be decided by the affirmative vote of the holders of a majority of the voting power of the shares of stock entitled to vote thereon that are present in person or represented by proxy at the meeting and are voted for or against the matter.		When a quorum is present at any meeting, the vote of the holders of a majority of the shares of Moveworks Capital Stock having voting power present in person or represented by proxy will decide any question brought before such meeting, unless a different vote is expressly required by law or the Moveworks Certificate of Incorporation.   Each holder of shares of Preferred Stock and Class F Stock is entitled to the number of votes equal to the number of shares of Common Stock into which such shares of Preferred Stock or Class F Stock (as applicable) could then be converted and has voting rights and powers equal to the voting rights and powers of the Common Stock (except as otherwise expressly provided in the Certificate of Incorporation or as required by applicable law, voting together with the Common Stock as a single class) and is entitled to notice of any stockholder meeting in accordance with Moveworks’ Bylaws. Fractional votes are not permitted and any fractional voting rights resulting from the above formula (after aggregating all shares into which shares of Preferred Stock and/or Class F Stock held by each holder could be converted) will be rounded to the nearest whole number (with one-half (1/2) being rounded upward).   Each holder of Common Stock is entitled to (i) one (1) vote for each share of Common Stock held, (ii) notice of any stockholder meeting in accordance with Moveworks’ Bylaws, and (iii) vote upon such matters and in such manner as may be provided by applicable law.
Common Stock
Each outstanding share of ServiceNow Common Stock is entitled to one (1) vote on each matter properly submitted to the ServiceNow shareholders for their vote; provided, however, that, except as otherwise required by applicable law, holders of ServiceNow Common Stock will not be entitled to vote on any amendment to the ServiceNow Certificate of Incorporation (including any certificate of designation relating to any series of ServiceNow Preferred Stock) that relates solely to the terms of one or more outstanding series of ServiceNow Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to the ServiceNow Certificate of Incorporation (including any certificate of designation relating to any series of ServiceNow Preferred Stock).		Each holder of a share of Common Stock is entitled to one (1) vote for each share of Common Stock held and is entitled to vote upon such matters and in such matter as may be provided by law.

 

89

ServiceNow		Moveworks
Preferred Stock
Subject and pursuant to the DGCL, the ServiceNow Board is authorized to issue up to 10,000,000 shares of ServiceNow Preferred Stock in one or more series. The ServiceNow Board, by filing a certificate of designation, may establish the number of shares to be included in each such series and fix the designation, powers, preferences and other rights, and limitations or restrictions thereof. The ServiceNow Board may designate a new series of Preferred Stock without approval of the holders of Common Stock or the holders of Preferred Stock, or any series thereof.   As of December 31, 2024, no shares of ServiceNow Preferred Stock were outstanding.		Moveworks’ authorized Preferred Stock consists of 140,426,366 shares, divided into several series with specific designations and original issue prices: (i) 31,550,000 shares designated as Series Seed Preferred Stock, issue price $0.1000 per share; (ii) 51,916,265 shares designated as Series A Preferred Stock, issue price $0.3105 per share; (iii) 27,406,495 shares designated as Series B Preferred Stock, issue price $2.3717 per share; (iv) 27,874,424 shares designated as Series C Preferred Stock, issue price $7.4441 per share; and (v) 1,679,182 shares designated as Series C-1 Preferred Stock, issue price $5.9553 per share.
Structure; Number and Qualification of Directors
The ServiceNow Board consists of one (1) or more members. There are currently eleven (11) directors of the ServiceNow Board. Following the Closing, the ServiceNow Board is expected to consist of nine (9) directors.**   Subject to the rights of the holders of any series of ServiceNow Preferred Stock to elect additional directors under specified circumstances, the number of directors will be fixed from time to time exclusively by resolution adopted by a majority of the Whole Board. No decrease in the authorized number of directors constituting the ServiceNow Board will shorten the term of any incumbent director. Directors of ServiceNow need not be shareholders of ServiceNow.		The Moveworks Board consists of one (1) or more members, and the number of directors is fixed from time to time by resolution of the Moveworks Board. Directors of Moveworks need not be stockholders of Moveworks. There are currently six (6) directors of the Moveworks Board.
Term of Directors; Election of Directors
Each director elected to the ServiceNow Board will hold office until the next annual meeting of shareholders and until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal.   A nominee for director will be elected to the ServiceNow Board if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election; provided, however, that directors will be elected by a plurality of the votes cast at any meeting of shareholders for which (a) a shareholder has nominated a person for election to the ServiceNow Board in compliance with the notice requirements set forth in the ServiceNow Bylaws and (b) such nomination has not		The directors will be elected to the Moveworks Board at the annual meeting of stockholders by a plurality vote of the shares represented in person or by proxy and each director elected will hold office until his or her successor is elected and qualified, or until such director resigns, becomes disqualified, disabled or otherwise removed.   Holders of Series A Preferred Stock, voting as a separate class, are entitled to elect one (1) member of the Moveworks Board. Holders of Series Seed Preferred Stock, voting as a separate class, are entitled to elect one (1) member of the Moveworks Board. Holders of Class F Stock, voting as a separate class, are entitled to elect one (1) member of the

 

90

ServiceNow		Moveworks
been timely withdrawn. If directors are to be elected by a plurality of the votes cast, shareholders will not be permitted to vote against a nominee.		Moveworks Board. Holders of Common Stock, voting as a separate class, are entitled to elect one (1) member of the Moveworks Board. Holders of Preferred Stock and Class F Stock, voting together as a single class on an as-converted to Common Stock basis, are entitled to elect one (1) member of the Moveworks Board.   Any additional members of the Moveworks Board are elected by the holders of Preferred Stock, Class F Stock and Common Stock, voting together as a single class on an as-converted to Common Stock basis.
Removal of Directors
Subject to the rights of the holders of any series of ServiceNow Preferred Stock, each director may be removed from the ServiceNow Board only for cause by the affirmative vote of the holders of a majority of the voting power of the then outstanding shares of ServiceNow capital stock then entitled to vote at an election of directors voting together as a single class.		Any director elected by the holders of a class or series of stock may be removed during their term of office, either with or without cause, by the affirmative vote of the holders of the shares of the class or series of stock entitled to elect such director or directors.
Vacancies on the Board
Subject to the rights of the holders of any series of ServiceNow Preferred Stock, any vacancy occurring in the ServiceNow Board and any newly created directorship will be filled only by the affirmative vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and not by the shareholders, unless (a) the ServiceNow Board determines by resolution that any such vacancies or newly created directorships will be filled by the ServiceNow shareholders or (b) as otherwise provided by law.   Any director so chosen will, if elected to fill a vacancy not created by a newly created directorship, be elected to serve for the remainder of the term of the director being replaced or until such director’s earlier death, resignation or removal. Any director elected to fill a vacancy created by a newly created directorship will hold office for a term expiring at the next annual meeting of shareholders or until such director’s earlier death, resignation or removal. No decrease in the authorized number of directors will shorten the term of any incumbent director.		Any vacancy, including newly created directorships resulting from any increase in the authorized number of directors or amendment of the Moveworks Certificate of Incorporation, and vacancies created by removal or resignation of a director, may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. Directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced.   However, where such vacancy occurs among the directors elected by the holders of shares of a class or series of stock, the holders of shares of such class or series may override the Moveworks Board’s action to fill such vacancy by (i) voting for their own designee to fill such vacancy at a meeting of the stockholders or (ii) written consent, if the consent stockholders hold a sufficient number of shares to elect their designee at a meeting of the stockholders.

 

91

ServiceNow		Moveworks
Shareholder / Stockholder Action by Written Consent
No action will be taken by ServiceNow shareholders except at an annual or special meeting of shareholders called in accordance with the ServiceNow Certificate of Incorporation and the ServiceNow Bylaws. No action will be taken by ServiceNow shareholders by written consent.		Any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. However, action by written consent to elect directors, if less than unanimous, shall be in lieu of holding an annual meeting only if all the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action.
Quorum
Unless otherwise provided by applicable law, at each meeting of shareholders, the holders of a majority of the voting power of the shares of stock entitled to vote at the meeting, present in person or represented by proxy, will constitute a quorum for the transaction of business. Where a separate vote by a class or classes or series is required, a majority of the voting power of the shares of such class or classes or series present in person or represented by proxy will constitute a quorum entitled to take action with respect to that vote on that matter. If a quorum fails to attend any meeting, the chairperson of the meeting may adjourn the meeting.		At each meeting of the stockholders, the holders of shares of stock having a majority of the votes which could be cast by those entitled to vote at the meeting present in person or represented by proxy, will constitute a quorum for the transaction of business.
Special Meetings of Shareholders / Stockholders
Special meetings of shareholders for any purpose or purposes may be called at any time by the Chairperson of the ServiceNow Board, the Chief Executive Officer, the President or the ServiceNow Board acting pursuant to a resolution adopted by a majority of the Whole Board. If the special meeting of shareholders is to be called at the request of any such person or persons other than by a majority of the Whole Board at a meeting, then such person or persons must request such meeting by delivering a written request to call such meeting to each member of the ServiceNow Board, pursuant to the procedures and requirements set forth in the ServiceNow Bylaws, and the ServiceNow Board will then determine the time and date of such special meeting, which will be held not more than one hundred twenty (120) nor less than thirty-five (35) days after the written request to call such special meeting was		Special meetings of stockholders, for any purpose or purposes, will be called by Moveworks’ Chief Executive Officer, President or Secretary at the request in writing of a majority of the members of the Moveworks Board or holders of at least ten percent (10%) of the total voting power of all outstanding shares of stock then entitled to vote, and such meeting may not be called absent such a request.

 

92

ServiceNow		Moveworks
delivered to each member of the ServiceNow Board. The special meeting may be held either at a place, within or without the State of Delaware, or by means of remote communication as the ServiceNow Board in its sole discretion may determine.
Notice of Shareholder / Stockholder Meetings
Notice of all shareholder meetings will be given in writing or by electronic transmission in the manner provided by law (including, without limitation, as set forth in the ServiceNow Bylaws) stating the date, time and place, if any, of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise required by applicable law or the ServiceNow Certificate of Incorporation, such notice will be given not less than ten (10), nor more than sixty (60), days before the date of the meeting to each shareholder of record entitled to vote at such meeting.		Notice of all stockholder meetings will be given in writing stating the date (which shall be not less than ten (10), nor more than sixty (60), days form the date of the notice in the case of a special meeting), time, place, if any, the means of remote communication, if any, and the applicable record date, if any, of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.
Advance Notice Requirements for Shareholder / Stockholder Nominations and Proposals
Nominations of persons for election to the ServiceNow Board and the proposal of business to be considered by the shareholders may be made at an annual meeting of shareholders only (a) pursuant to ServiceNow’s notice of such meeting, (b) by or at the direction of the ServiceNow Board or (c) by any shareholder of ServiceNow who is a shareholder of record at the time of giving of the notice and who is entitled to vote at the meeting and who complies with the notice procedures and requirements set forth in the ServiceNow Bylaws and Rule 14a-19 of the Exchange Act, as applicable. For the avoidance of doubt, the foregoing clause (c) is the exclusive means for a shareholder to make nominations or propose any other business (other than a proposal included in ServiceNow’s proxy statement pursuant to and in compliance with Rule 14a-8 under the Exchange Act) at an annual meeting of shareholders. Nominations of persons for election to the ServiceNow Board may be properly brought before an annual meeting of shareholders by any Eligible Holder (as defined in the ServiceNow Bylaws) who has satisfied the procedures and requirements regarding the inclusion of nominees in ServiceNow’s proxy materials that are set forth in the ServiceNow Bylaws.		Nominations for election to the Moveworks Board must be made by the Moveworks Board or by any stockholder of any outstanding class of capital stock of the corporation entitled to vote for the election of directors. Stockholder nomination for elections to the Moveworks Board must be provided to the Secretary of Moveworks in writing not less than sixty (60) days prior to the meeting of stockholders called for the election of directors.
Limitation on Director and Officer Liability
To the fullest extent permitted by law, no director of ServiceNow will be personally liable for monetary		To the fullest extent permitted by law, no Moveworks director will be personally liable for

 

93

ServiceNow		Moveworks
damages for breach of fiduciary duty as a director. Without limiting the effect of the preceding sentence, if the DGCL is hereafter amended to authorize the further elimination or limitation of the liability of a director, then the liability of a director of the ServiceNow Board will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.   {Following the Closing, to the fullest extent permitted by law, it is expected that no officer of ServiceNow will be personally liable for monetary damages in the case of direct claims brought by shareholders for breach of an officer’s fiduciary duty of care.*}		monetary damages for breach of fiduciary duty as a director. Without limiting the effect of the preceding sentence, if the DGCL is hereafter amended to authorize the further elimination or limitation of the liability of a director, then the liability of a director of the Moveworks Board will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
Indemnification
Each person who was or is made a party to, or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or other proceeding, whether civil, criminal, administrative, investigative, legislative or otherwise, by reason of the fact that such person (or a person of whom such person is the legal representative), is or was a member of the ServiceNow Board or officer of ServiceNow or a Reincorporated Predecessor (as defined below), is or was serving at the request of ServiceNow or a Reincorporated Predecessor as a member of the board of directors or officer of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, will be indemnified and held harmless by ServiceNow to the fullest extent permitted by applicable law, against all expenses, liability and loss reasonably incurred or suffered by such person in connection therewith, subject to satisfaction of certain conditions, including authorization of such proceeding (or part thereof) by the ServiceNow Board. Such indemnification will continue as to a person who has ceased to be a director or officer and will inure to the benefit of such person’s heirs, executors and administrators.   For purposes of this provision, “Reincorporated Predecessor” means a corporation that is merged with and into ServiceNow in a statutory merger where (a) ServiceNow is the surviving corporation of such merger and (b) the primary purpose of such merger is to change the corporate domicile of the Reincorporated Predecessor to Delaware.		Moveworks may, to the fullest extent permitted by Section 145 of the DGCL (as may be amended and supplemented from time to time), indemnify any director, officer, employee or agent of Moveworks against expenses (including attorneys’ fees), judgments, fines, amounts paid in settlement and/or other matters referred to in or covered by the DGCL, by reason of the fact that such person is or was a director, officer, employee or agent of Moveworks or is or was serving at the request of Moveworks as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

 

94

ServiceNow		Moveworks
Preemptive Rights
ServiceNow Common Stock is not entitled to preemptive rights and is not subject to conversion, redemption or sinking fund provisions. Thus, if additional shares of ServiceNow Common Stock are issued, the current holders of ServiceNow Common Stock will own a proportionately smaller interest in a larger number of outstanding shares of ServiceNow Common Stock to the extent that they do not participate in the additional issuance.		Subject to the terms of the investors’ rights agreement, the right of first refusal and co-sale agreement, among other stockholder agreements, that Moveworks entered into in connection with each series of Preferred Stock financing, Moveworks Stockholders do not have preemptive rights. Thus, if additional shares of Common Stock are issued, holders of such Common Stock will own a proportionately smaller interest in Moveworks to the extent that they do not participate in the additional issuance.
Distributions to Shareholders / Stockholders
Subject to preferences that may apply to shares of ServiceNow Preferred Stock outstanding at the time, the holders of outstanding shares of ServiceNow Common Stock are entitled to receive dividends out of funds legally available if the ServiceNow Board, in its discretion, determines to issue dividends and only then at the times and in the amounts that the ServiceNow Board may determine.		Holders of Preferred Stock, in preference to holders of Class F Stock and Common Stock, are entitled to receive cash dividends out of funds legally available at the rate of five percent (5%) of the applicable Original Issue Price (as defined in the Moveworks Certificate of Incorporation) per annum on each outstanding share of Preferred Stock, payable pro rata among the holders of Preferred Stock on a pari passu basis and only when, as and if declared by the Moveworks Board, and will be non-cumulative.   For so long as 20,000,000 shares of Preferred Stock remain outstanding, Moveworks will not, without the vote or written consent of a majority of the then outstanding shares of Preferred Stock voting together as a single class on an as-converted to Common Stock basis, pay or declare any dividend or make any distributions on any shares of Moveworks Capital Stock other than (i) dividends or distributions on the Preferred Stock as expressly authorized by the Moveworks Certificate of Incorporation, or (ii) dividends or other distributions payable on the Common Stock solely in the form of additional shares of Common Stock.   Subject to the applicable provisions of the Moveworks Certificate of Incorporation, dividends may be paid in cash, in property or in shares of Capital Stock. Before payment of any dividend, there may be set aside out of any funds of Moveworks available for dividends, such sum or sums as the Moveworks Board from time to time, in its absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the

 

95

ServiceNow		Moveworks
		corporation, or for such other purposes as the Moveworks Board shall think conducive to the interest of Moveworks, and the Moveworks Board may modify or abolish any such reserve in the manner in which it was created.
Combinations or Antitakeover Statutes
Section 203 of the DGCL generally prohibits “business combinations,” including mergers, sales and leases of assets, issuances of securities, grants of loans and similar transactions by a corporation or a subsidiary with an interested shareholder who beneficially owns fifteen percent (15%) or more of a corporation’s voting stock, within three (3) years after the person or entity becomes an interested shareholder, unless: (i) the board of directors of the target corporation has approved, before the acquisition time, either the business combination or the transaction that resulted in the person becoming an interested shareholder, (ii) upon consummation of the transaction that resulted in the person becoming an interested shareholder, the interested shareholder owned at least eighty-five percent (85%) of the corporation’s voting stock outstanding at the time the transaction commenced (excluding shares owned by directors who are also officers and shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares will be tendered in a tender or exchange offer) or (iii) at or after such time, the business combination is approved by the board of directors and authorized at a meeting of shareholders by the affirmative vote of at least two-thirds (2/3) of the outstanding voting stock not owned by the interested shareholder.   ServiceNow has not opted out of Section 203 of the DGCL.		In case Moveworks enters into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or other property, then in any such case, each share of Preferred Stock will at the same time, but prior and in preference to any distribution to the holders of Class F Stock and Common Stock, be similarly exchanged or changed into an amount per share equal to the aggregate amount of stock, securities, cash and/or any other property into or for which each share of Common Stock is changed or exchanged, as if all such shares of Preferred Stock had been converted into Common Stock.   Moveworks has not opted out of Section 203 of the DGCL.
Appraisal Rights
ServiceNow shareholders are entitled to appraisal rights pursuant to Section 262 of the DGCL.		Moveworks Stockholders are entitled to appraisal rights pursuant to Section 262 of the DGCL. In addition, Moveworks Stockholders are entitled to dissenters’ rights pursuant to Chapter 13 of the CCC, to the extent applicable.
Repurchases / Redemptions of Shares
Under Section 160 of the DGCL, ServiceNow may redeem or repurchase its own shares, except that it generally may not redeem or repurchase those shares if the capital of the corporation is impaired at the time or		Under Section 160 of the DGCL, Moveworks may redeem or repurchase its own shares, except that generally it may not redeem or repurchase those shares if the capital of Moveworks is impaired at the

 

96

ServiceNow		Moveworks
would become impaired as a result of the redemption or repurchase of such shares.		time or would become impaired as a result of the redemption or repurchase of such shares.   The Preferred Stock, Class F Stock and Common Stock will not be redeemable at the election of the holders of such shares.
Stock Transfer Restrictions Applicable to Shareholders / Stockholders
Shares of ServiceNow are generally transferable in the manner prescribed by the DGCL.		No Moveworks Stockholder may transfer, assign, encumber, hypothecate, pledge, coney in trust, gift, transfer by bequest, devise or descent or otherwise make the subject of disposition any shares of any class of Moveworks Capital Stock unless such transaction is first approved in writing by the Moveworks Board or a committee or other designee thereof.
Exclusive Forum
Unless ServiceNow consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of ServiceNow, (ii) any action asserting a claim of breach of a duty (including any fiduciary duty) owed by any current or former director, officer, shareholder, employee or agent of ServiceNow to ServiceNow or ServiceNow’s shareholders, (iii) any action asserting a claim against ServiceNow or any current or former director, officer, shareholder, employee or agent of ServiceNow arising out of or relating to any provision of the DGCL, the ServiceNow Certificate of Incorporation or the ServiceNow Bylaws (each as in effect from time to time), or (iv) any action asserting a claim against ServiceNow or any current or former director, officer, shareholder, employee or agent of ServiceNow governed by the internal affairs doctrine of the State of Delaware; provided, however, that, in the event that the Court of Chancery of the State of Delaware lacks subject matter jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding will be another state or federal court located within the State of Delaware, in each such case, unless the Court of Chancery (or such other state or federal court located within the State of Delaware, as applicable) has dismissed a prior action by the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable party named as a defendant therein. Unless ServiceNow consents in writing otherwise, the federal district courts of the United States of America will, to the fullest extent permitted by law, be the sole and exclusive forum for claims arising under the Securities Act.		The Moveworks Certificate of Incorporation and the Moveworks Bylaws do not contain a forum selection provision.

 

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ServiceNow		Moveworks
Amendment of the Certificate of Incorporation
Notwithstanding any other provision of the ServiceNow Certificate of Incorporation or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any class or series of the stock of ServiceNow required by law or by the ServiceNow Certificate of Incorporation, the affirmative vote of the holders of at least two-thirds (2/3) of the voting power of all of the then-outstanding shares of the capital stock of ServiceNow entitled to vote generally in the election of directors, voting together as a single class, will be required to amend or repeal any provision of the ServiceNow Certificate of Incorporation; provided, further, that if two-thirds (2/3) of the Whole Board has approved such amendment or repeal of the ServiceNow Certificate of Incorporation, then only the affirmative vote of the holders of at least a majority of the voting power of all the then outstanding shares of the capital stock of ServiceNow entitled to vote generally in the election of directors, voting together as a single class, will be required to amend or repeal any provision of the ServiceNow Certificate of Incorporation.   {Following the Closing, the affirmative supermajority vote required to amend the ServiceNow Certificate of Incorporation is expected to be replaced by a requirement for approval by a majority of the voting power of all the then outstanding shares of capital stock entitled to vote generally in the election of directors.*}		Moveworks Stockholders may vote to amend the Moveworks Certificate of Incorporation pursuant to Section 242 of the DGCL.   However, if at least 20,000,000 shares of Preferred Stock remain outstanding, Moveworks will not amend the Moveworks Certificate of Incorporation without the vote or written consent of a majority of the then outstanding shares of Preferred Stock voting together as a single class on an as-converted to Common Stock basis.   For so long as at least 5,000,000 shares of Series B Preferred Stock remain outstanding, Moveworks will not, without the vote or written consent of a majority of the then outstanding shares of Series B Preferred Stock voting together as a single class on an as-converted to Common Stock basis, alter or change any provision of the Moveworks Certificate of Incorporation in a manner that adversely affects the powers, preferences or special rights of the Series B Preferred Stock.   For so long as at least 5,000,000 shares of Series C Preferred Stock remain outstanding, Moveworks will not, without the vote or written consent of a majority of the then outstanding shares of Series C Preferred Stock voting together as a single class on an as-converted to Common Stock basis, alter or change any provision of the Moveworks Certificate of Incorporation in a manner that adversely affects the powers, preferences or special rights of the Series B Preferred Stock.   Furthermore, as long as any shares of Class F Stock are issued and outstanding, Moveworks will not, without first obtaining the approval of the holders of more than fifty percent (50%) of the outstanding shares of Class F Stock, amend, alter or repeal any provision of the Moveworks Certificate of Incorporation if such action would adversely alter the rights, preferences, privileges or powers of, or restrictions provided for the benefit of, the Class F Stock.

 

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ServiceNow		Moveworks
Amendment of the Bylaws
The ServiceNow Board may adopt, amend or repeal the ServiceNow Bylaws upon the approval of a majority of the Whole Board. ServiceNow shareholders also have the power to adopt, amend or repeal the Bylaws; provided, that, in addition to any vote of the holders of any class or series of the stock of ServiceNow required by law or by the ServiceNow Certificate of Incorporation, the affirmative vote of the holders of at least two-thirds (2/3) of the voting power of all the then-outstanding shares of the capital stock of ServiceNow entitled to vote generally in the election of directors, voting together as a single class, will be required to amend or repeal any provision of the ServiceNow Bylaws; provided, further, that if two-thirds (2/3) of the Whole Board has approved such amendment or repeal of the ServiceNow Bylaws, then only the affirmative vote of the holders of at least a majority of the voting power of all the then-outstanding shares of the capital stock of ServiceNow entitled to vote generally in the election of directors, voting together as a single class, will be required to amend or repeal any provision of the ServiceNow Bylaws.   {Following the Closing, the affirmative supermajority vote required to amend the ServiceNow Bylaws is expected to be replaced by a requirement for approval by a majority of the voting power of all the then outstanding shares of capital stock entitled to vote generally in the election of directors.*}		Moveworks Stockholders holding a majority of Moveworks’ outstanding voting stock will have the power to adopt, amend or repeal the Moveworks Bylaws. However, if at least 20,000,000 shares of Preferred Stock remain outstanding, Moveworks will not amend, alter or repeal any provisions of the Moveworks Bylaws without the vote or written consent of without a majority of the then outstanding shares of Preferred Stock voting together as a single class on an as-converted to Common Stock basis.   As long as any shares of Class F Stock are issued and outstanding, Moveworks will not, without first obtaining the approval of the holders of more than fifty percent (50%) of the outstanding shares of Class F Stock, amend, alter or repeal any provision of the Moveworks Bylaws if such action would adversely alter the rights, preferences, privileges or powers of, or restrictions provided for the benefit of, the Class F Stock.   The Moveworks Board also has the power to adopt, amend or repeal the Moveworks Bylaws, except insofar as the Moveworks Bylaws adopted by the stockholders otherwise provide.

*	Subject to the approval of an amendment to the ServiceNow Certificate of Incorporation at the 2025 ServiceNow Annual Shareholders Meeting, to be held on May 22, 2025.

**	Subject to the election of the nine (9) ServiceNow directors standing for re-election at the 2025 ServiceNow Annual Shareholders Meeting, to be held on May 22, 2025.

 

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EXECUTIVE COMPENSATION OF SERVICENOW

Information regarding ServiceNow’s executive compensation is incorporated by reference from the information contained in ServiceNow’s 2025 Definitive Proxy Statement on Schedule 14A filed with the SEC on April 4, 2025 under the sections entitled “Board and Corporate Governance Matters—Compensation Committee Interlocks and Insider Participation,” “Director Compensation,” “Equity Compensation Plan Information” and “Executive Compensation Tables.”

 

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SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND DIRECTORS AND EXECUTIVE OFFICERS OF SERVICENOW

Information regarding the share ownership of certain beneficial owners and directors and executive officers of ServiceNow is incorporated by reference from the information contained in ServiceNow’s 2025 Definitive Proxy Statement on Schedule 14A filed with the SEC on April 4, 2025 under the section entitled “Security Ownership of Certain Beneficial Owners and Management.”

 

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SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND DIRECTORS AND EXECUTIVE OFFICERS OF MOVEWORKS

The following table and the related notes set forth, to the best of Moveworks’ knowledge, information on the beneficial ownership of the Moveworks Capital Stock as of the close of business on March 9, 2025 by:

 

•

each Moveworks Stockholder, or group of affiliated Moveworks Stockholders, known by Moveworks to beneficially own more than five percent (5%) of any class of Moveworks Capital Stock on an as-converted to Common Stock basis;

 

•

each of Moveworks’ current directors;

 

•

each of Moveworks’ named executive officers; and

 

•

all of Moveworks’ current directors and executive officers as a group.

The percentage of ownership is based on 258,945,241 shares of Common Stock outstanding on March 9, 2025, assuming the conversion of all Moveworks’ Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock and Class F Stock into Common Stock, as if such conversion had occurred on March 9, 2025. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Shares of Common Stock subject to Options that are currently exercisable or exercisable within sixty (60) days of March 9, 2025 are deemed to be outstanding and to be beneficially owned by the person holding such Option for the purpose of computing the percentage ownership of that person. These shares are not deemed to be outstanding, however, for the purpose of computing the percentage ownership of any other person. Further, the unvested Restricted Shares that are subject to vesting conditions are deemed outstanding and beneficially owned by the person holding such shares for the purpose of computing the percentage ownership of each person.

Except as indicated in the footnotes to this table, Moveworks believes that the Moveworks Stockholders named in this table have sole voting and investment power with respect to all shares of Common Stock shown to be beneficially owned by them, based on information provided to Moveworks by such stockholders. Unless otherwise indicated, the address for each Moveworks Stockholder listed is: c/o Moveworks, Inc., 1400 Terra Bella Ave., Mountain View, CA 94043.

 

Name		Amount and Nature of Beneficial Ownership				Percentage of Class
5% Stockholders
Entities affiliated with Lightspeed Venture Partners(1)			52,903,059				20.43	%
Entities affiliated with Bain Capital Ventures(2)			40,875,286				15.79	%
Directors and Named Executive Officers
Bhavin Shah(3)			35,977,626				13.89	%
Vaibhav Nivargi(4)			35,977,627				13.89	%
Varun Singh(5)			13,938,573				5.38	%
Jiang Chen(6)			13,368,783				5.16	%
Enrique Salem(7)			40,875,286				15.79	%
Arif Janmohamed(8)			52,903,059				20.43	%
All current executive officers and directors as a group (6 persons)			193,040,954				74.55	%

 

(1)

Consists of (i) 41,001,952 shares held by Lightspeed Venture Partners X, L.P., (ii) 5,828,398 shares held by Lightspeed Venture Partners Select III, L.P., (iii) 4,746,489 shares held by Lightspeed Ventures Partners Select IV, L.P., and (iv) 1,326,220 shares held by Lightspeed Affiliates X, L.P. The general partner of each of the entities in the foregoing sentence is, respectively, (i) Lightspeed General Partner X, L.P., (ii) Lightspeed General Partner Select III, L.P., (iii) Lightspeed General Partner Select IV, L.P., and

 

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(iv) Lightspeed General Partner X, L.P. The general partner of each of the entities in the foregoing sentence is, respectively, (i) Lightspeed Ultimate General Partner X, Ltd., (ii) Lightspeed Ultimate General Partner Select III, Ltd., (iii) Lightspeed Ultimate General Partner Select IV, L.L.C., and (iv) Lightspeed Ultimate General Partner X, Ltd. Each of the entities in the foregoing sentence is controlled by, respectively, (i) Ravi Mhatre, Barry Eggers, and Peter Nieh, (ii) Ravi Mhatre, Barry Eggers, and Peter Nieh, (iii) Ravi Mhatre and Arif Janmohamed, and (iv) Ravi Mhatre, Barry Eggers, and Peter Nieh, and accordingly, such individuals are deemed to hold voting and investment power with respect to such shares. The business address for each of these entities and individuals is 2200 Sand Hill Road, Menlo Park, CA 94025.

 

(2)

Consists of (i) 36,879,960 shares held by Bain Capital Venture Fund 2016, L.P., the general partners of which are Bain Capital Venture Partners 2016, L.P. and Bain Capital Venture Investors, LLC, (ii) 3,753,346 shares held by BCIP Venture Associates II, L.P., the general partner of which is Boylston Coinvestors, LLC, and (iii) 241,980 shares held by BCIP Venture Associates II-B, L.P., the general partner of which is Boylston Coinvestors, LLC. With respect to the investments held by the Bain Capital Venture fund in the foregoing sentence, the governance, investment strategy and decision-making process are directed by the executive committee members, which are comprised of Enrique Salem and Ajay Agarwal, and accordingly, such individuals are deemed to hold voting and investment power with respect to such shares. Investments held by the BCIP entities are directed by the governing board of Boylston Coinvestors, LLC, which is comprised of the following individuals: John Connaughton, Jonathan Levine, and Michael Ward, and accordingly, such individuals are deemed to hold voting and investment power with respect to such shares. The business address for each of these entities and individuals is 200 Clarendon Street, Boston, MA 02116.

 

(3)

Consists of (i) 2,435,206 shares held by Mr. Shah, (ii) 32,042,420 shares held by Shah 2006 Trust dated October 31, 2006, for which Mr. Shah and Tejal A. Shah, Mr. Shah’s spouse, serve as co-trustees, (iii) 750,000 shares held by the Irrevocable Trust FBO Jiya S. Shah, and (iv) 750,000 shares held by the Irrevocable Trust FBO Aman R. Shah. Accordingly, the number of total shares includes an aggregate of 2,435,206 Restricted Shares, of which 487,041 Restricted Shares have previously vested and an estimated 164,965 Restricted Shares are expected to vest in accordance with the terms of Mr. Shah’s award as described under the section entitled “Interests of Directors and Officers in the Transaction—Interests of Directors and Executive Officers of Moveworks in the Transaction”. The estimated 1,783,200 Restricted Shares remaining are expected to be repurchased by Moveworks in connection with the Transaction.

 

(4)

Consists of (i) 685,206 shares held by Mr. Nivargi, (ii) 26,542,421 shares held by Nivargi Family Revocable Trust dated October 8, 2014, for which Mr. Nivargi and Sharada Sundaram, Mr. Nivargi’s spouse, serve as co-trustees, (iii) 3,500,000 shares held by Nivargi Family GST Trust dated August 29, 2019, for which Mr. Nivargi serves as trustee, (iv) 1,750,000 shares held by the SS Trust created U/T/A dated 03/03/2025 for the benefit of Sharada Sundaram, (iv) 1,750,000 shares held by the SN 2019 Irrevocable Trust dated August 29, 2019 and (v) 1,750,000 shares held by the TN 2019 Irrevocable Trust dated August 29, 2019. Accordingly, the number of total shares includes an aggregate of 2,435,206 Restricted Shares, of which 487,041 Restricted Shares have previously vested and an estimated 164,965 Restricted Shares are expected to vest in accordance with the terms of Mr. Nivargi’s award as described under the section entitled “Interests of Directors and Officers in the Transaction—Interests of Directors and Executive Officers of Moveworks in the Transaction”. The estimated 1,783,200 Restricted Shares remaining are expected to be repurchased by Moveworks in connection with the Transaction.

 

(5)

Consists of (i) 8,712,273 shares held by Mr. Singh, (ii) 4,976,300 shares issuable upon exercise of Options that are exercisable within sixty (60) days of March 9, 2025, and (iii) 250,000 shares held by the Irrevocable Trust FBO Vera P. Singh. Accordingly, the number of total shares includes an aggregate of 7,305,619 Restricted Shares, of which 1,461,123 Restricted Shares have previously vested and an estimated 494,897 Restricted Shares are expected to vest in accordance with the terms of Mr. Singh’s award, as described under the section entitled “Interests of Directors and Officers in the Transaction—Interests of Directors and Executive Officers of Moveworks in the Transaction.” In addition, Mr. Singh is entitled to acceleration of an additional $40 million of Restricted Shares immediately prior to the Closing, with the total amount of such shares to be determined based on the price per share payable to Moveworks Stockholders and is currently

 

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estimated to be approximately 4.1 million Restricted Shares. The estimated approximately 1.2 million Restricted Shares remaining are expected to be repurchased by Moveworks in connection with the Transaction.

 

(6)

Consists of (i) 9,728,728 shares held by Mr. Chen, (ii) 2,890,055 shares issuable upon exercise of Options that are exercisable within sixty (60) days of March 9, 2025, (iii) 250,000 shares held by the Irrevocable Trust FBO Ellen Chen, (iv) 250,000 shares held by the Irrevocable Trust FBO Sarah Chen and (v) 250,000 shares held by the Irrevocable Trust FBO Zheyu Chen. Accordingly, the number of total shares includes an aggregate of 7,305,619 Restricted Shares, of which 1,461,123 Restricted Shares have previously vested and an estimated 494,897 Restricted Shares are expected to vest in accordance with the terms of Mr. Chen’s award as described under the section entitled “Interests of Directors and Officers in the Transaction—Interests of Directors and Executive Officers of Moveworks in the Transaction.” In addition, Mr. Chen is entitled to acceleration of an additional $40 million of Restricted Shares immediately prior to the Closing, with the total amount of such shares to be determined based on the price per share payable to Moveworks Stockholders and is currently estimated to be approximately 4.1 million Restricted Shares. The estimated approximately 1.2 million Restricted Shares remaining are expected to be repurchased by Moveworks in connection with the Transaction.

 

(7)	Consists of shares held by the affiliated Bain Capital Venture entities described in footnote 2 above. Enrique Salem is a partner of Bain Capital Ventures.

 

(8)	Consists of shares held by the affiliated Lightspeed Venture Partners entities described in footnote 1 above. Arif Janmohamed is a partner of Lightspeed Venture Partners.

 

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APPRAISAL OR DISSENTERS’ RIGHTS

Pursuant to Section 262 of the DGCL and Chapter 13 of the CCC (if deemed applicable to the Transaction by virtue of Section 2115 of the CCC), Moveworks Stockholders who did not sign the action taken by written consent of the holders of Moveworks Capital Stock to approve the adoption of the Merger Agreement, who continuously hold their shares of Moveworks Capital Stock through the Effective Time and who otherwise comply precisely with the applicable requirements of Section 262 of the DGCL and Chapter 13 of the CCC, as applicable, have the right to seek appraisal of the fair value of their shares of Moveworks Capital Stock, as determined by the Delaware Court of Chancery or applicable California superior court, respectively, if the First Merger is completed. The “fair value” of shares of Moveworks Capital Stock as determined by the Delaware Court of Chancery (the “Court”) or applicable California superior court (the “Superior Court”) could be greater than, the same as or less than the value of the per share consideration that a Moveworks Stockholder would otherwise be entitled to receive under the terms of the Merger Agreement.

The following discussion is not a complete statement of the law pertaining to appraisal or dissenters’ rights under the DGCL and the CCC, as applicable, and is qualified in its entirety by the full text of Section 262 of the DGCL and Chapter 13 of the CCC, which are attached to this prospectus as Annex B and Annex C, respectively.

Appraisal Rights under Delaware Law

Moveworks Stockholders who wish to exercise the right to seek an appraisal of their shares must so advise Moveworks within twenty (20) days of the date of mailing this prospectus by submitting a written demand for appraisal and must otherwise follow the procedures prescribed by Section 262 of the DGCL. A person having a beneficial interest in shares of Moveworks Capital Stock held of record in the name of another person, such as a nominee or intermediary, must act promptly to cause the record holder to follow the steps prescribed in Section 262 of the DGCL and in a timely manner to perfect appraisal or dissenters’ rights.

At any time within sixty (60) days after the Effective Time, any Moveworks Stockholder who has not commenced an appraisal proceeding or joined a proceeding as a named party may withdraw the demand and accept the per share consideration for that Moveworks Stockholder’s shares of Moveworks Capital Stock by delivering to the Surviving Company a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than sixty (60) days after the Effective Time will require written approval of the Surviving Company. Once a petition for appraisal is filed, the appraisal proceeding may not be dismissed for any such Moveworks Stockholder absent court approval; provided, however, that this will not affect the right of any Moveworks Stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such Moveworks Stockholder’s demand for appraisal and to accept the terms offered upon the Mergers within sixty (60) days after the Effective Time. If the Surviving Company does not approve a request to withdraw a demand for appraisal when that approval is required, or if the Court does not approve the dismissal of an appraisal proceeding, the Moveworks Stockholder will be entitled to receive only the appraised value determined in any such appraisal proceeding, which value could be less than, equal to or more than the consideration offered pursuant to the Merger Agreement.

Within one hundred and twenty (120) days after the Effective Time, but not thereafter, either the Surviving Company or any Moveworks Stockholder who has complied with the requirements of Section 262 and is entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Court demanding a determination of the fair value of the shares of Moveworks Capital Stock held by all Moveworks Stockholders entitled to appraisal. Upon the filing of such a petition by a Moveworks Stockholder, service of a copy of such petition will be made upon the Surviving Company. ServiceNow has no present intent to cause Moveworks to file such a petition and has no obligation to cause such a petition to be filed, and holders should not assume that the Surviving Company will file a petition. Accordingly, the failure of a Moveworks Stockholder to file such a petition within the period specified could nullify the Moveworks Stockholder’s previous written demand for appraisal. In addition, within one hundred and twenty (120) days after the Effective Time, any

 

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Moveworks Stockholder who has properly filed a written demand for appraisal and who did not submit a consent in favor of the Merger Agreement, upon written request, will be entitled to receive from the Surviving Company, a statement setting forth the aggregate number of shares of Moveworks Capital Stock not voted in favor of the Merger Agreement and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. The statement must be mailed within ten (10) days after such written request has been received by the Surviving Company. A person who is the beneficial owner of shares of Moveworks Capital Stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition for appraisal or request from the Surviving Company such statement.

If a petition for appraisal is duly filed by a Moveworks Stockholder and a copy of the petition is delivered to the Surviving Company, then the Surviving Company will be obligated, within twenty (20) days after receiving service of a copy of the petition, to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all Moveworks Stockholders who have demanded payment for their shares of Moveworks Capital Stock and with whom agreements as to the value of their shares of Moveworks Capital Stock have not been reached. After notice to Moveworks Stockholders who have demanded appraisal, if such notice is ordered by the Court, the Court is empowered to conduct a hearing upon the petition and to determine those Moveworks Stockholders who have complied with Section 262 and who have become entitled to the appraisal rights provided by Section 262. The Court may require Moveworks Stockholders who have demanded payment for their shares of Moveworks Capital Stock and who hold stock represented by certificates to submit their stock certificates to the Register in Chancery for notation of the pendency of the appraisal proceedings; and if any Moveworks Stockholder fails to comply with that direction, the Court may dismiss the proceedings as to that Moveworks Stockholder.

After determining the Moveworks Stockholders entitled to appraisal of their shares of Moveworks Capital Stock, the Court will appraise the shares of Moveworks Capital Stock, determining their fair value as of the Effective Time after taking into account all relevant factors exclusive of any element of value arising from the accomplishment or expectation of the Transaction, together with interest, if any, to be paid upon the amount determined to be the fair value. When the value is determined, the Court will direct the payment of such value upon surrender by those Moveworks Stockholders of the certificates representing their shares of Moveworks Capital Stock. Unless the Court in its discretion determines otherwise for good cause shown, interest from the effective date of the Transaction through the date of payment of the judgment will be compounded quarterly and will accrue at five percent (5%) over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment.

No representation is made as to the outcome of the appraisal of fair value as determined by the Court and Moveworks Stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the per share consideration. Moreover, Moveworks does not anticipate offering more than the per share consideration to any Moveworks Stockholder exercising appraisal rights and reserve the right to assert, in any appraisal proceeding, that, for purposes of Section 262, the “fair value” of a share of Moveworks Capital Stock is less than the per share consideration.

In determining “fair value,” the Delaware Court is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “fair price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that in making this determination of fair value the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger which throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion that does not encompass known elements of value,” but which

 

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rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

In addition, Section 262 provides that at any time before the entry of judgment in the proceedings, the Surviving Company may pay to each person entitled to appraisal an amount in cash, in which case, interest will accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares of Moveworks Capital Stock as determined by the Court, and (2) interest theretofore accrued, unless paid at that time. Upon application by the Surviving Company or by any person entitled to participate in the appraisal proceeding, the Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to an appraisal.

Costs of the appraisal proceeding (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Court and imposed upon the Surviving Company and the Moveworks Stockholders participating in the appraisal proceeding by the Court, as it deems equitable in the circumstances. Each Moveworks Stockholder seeking appraisal is responsible for its, his or her attorneys’ and expert witness expenses, although, upon the application of a Moveworks Stockholder, the Court may order all or a portion of the expenses incurred by any Moveworks Stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts used in the appraisal proceeding, to be charged pro rata against the value of all shares of Moveworks Capital Stock entitled to appraisal. Any Moveworks Stockholder who duly demanded appraisal in compliance with Section 262 will not, after the Effective Time, be entitled to vote shares of Moveworks Capital Stock subject to that demand for any purpose or to receive payments of dividends or any other distribution with respect to those shares of Moveworks Capital Stock, other than with respect to payment as of a record date prior to the Effective Time. However, if no petition for appraisal is filed within one hundred and twenty (120) days after the Effective Time, or if the Moveworks Stockholder otherwise fails to perfect his, her or its appraisal rights, successfully withdraws his, her or its demand for appraisal or loses his, her or its right to appraisal, then the right of that Moveworks Stockholder to appraisal will cease and that Moveworks Stockholder will be entitled to receive the per share consideration for his, her or its shares of Moveworks Capital Stock pursuant to the Merger Agreement.

Dissenters’ Rights under California Law

In addition to appraisal rights under the DGCL, the provisions of Chapter 13 of the CCC relating to the rights of dissenting stockholders in a merger may apply to the Mergers pursuant to Section 2115 of the CCC. Such dissenters’ rights and the procedures for obtaining them differ significantly from the Delaware appraisal rights described above.

Moveworks Stockholders who wish to exercise dissenters’ rights should read this prospectus, including the exhibits and annexes hereto, and related materials, consult their legal advisors and carefully follow the procedures under Chapter 13 of the CCC. The statutory dissenters’ rights under Chapter 13 of the CCC require strict compliance with the procedures set forth therein. Failure to follow any of these procedures may result in a termination or waiver of dissenters’ rights under the CCC.

Moveworks Stockholders who wish to exercise dissenters’ rights must so advise Moveworks within thirty (30) days of the date of mailing this prospectus by submitting a written demand to Moveworks to have Moveworks purchase such stockholder’s dissenting shares for cash at their fair market value and must otherwise follow the procedures prescribed by Chapter 13 of the CCC. The written demand must be delivered to Moveworks at 1400 Terra Bella Ave., Mountain View, CA 94043, Attention: Chief Executive Officer, within thirty (30) days after the date on which the prospectus is mailed to applicable Moveworks Stockholders. A person having a beneficial interest in shares of Moveworks Capital Stock held of record in the name of another person,

 

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such as a nominee or intermediary, must act promptly to cause the record holder to follow the steps prescribed in Section Chapter 13 of the CCC and in a timely manner to perfect appraisal or dissenters’ rights.

Under Chapter 13 of the CCC, a dissenting stockholder may not withdraw his, her or its demand for payment of the fair market value of the Moveworks Stockholder’s dissenting shares in cash unless Moveworks consents.

If the Moveworks Stockholder and Moveworks agree that the shares of Moveworks Capital Stock as to which the Moveworks Stockholder is seeking dissenters’ rights are dissenting shares, and also agree upon the price to be paid to purchase the shares, then the dissenting Moveworks Stockholder is entitled to the agreed price with interest thereon at the legal rate on judgments under the CCC from the date of the Merger Agreement. Any agreements fixing the fair market value of any dissenting shares as between Moveworks and any dissenting stockholder must be filed with the secretary of Moveworks.

However, if Moveworks denies that the Moveworks Stockholder’s shares qualify as dissenting shares eligible for purchase under Chapter 13 of the CCC, or Moveworks and the Moveworks Stockholder fail to agree upon the fair market value of the shares, then the Moveworks Stockholder may, within six (6) months after the date on which Moveworks mailed to the Moveworks Stockholder this prospectus, but not thereafter, file a complaint in Superior Court requesting the Superior Court to determine whether the Moveworks Stockholder’s shares qualify as dissenting shares that are eligible to be repurchased pursuant to the exercise of dissenters’ rights, the fair market value of such shares, or both, or may intervene in any action pending on such a complaint.

If the Superior Court is requested to determine the fair market value of the shares, it may appoint one or more impartial appraisers to determine the fair market value of the shares. However, if the appraisers cannot determine the fair market value within ten (10) days of their appointment or within a longer time determined by the Superior Court, or the Superior Court, in its discretion, chooses not to appoint an impartial appraiser, then the Superior Court will determine the fair market value. If the Superior Court determines that the Moveworks Stockholder’s shares qualify as dissenting shares, then, following determination of their fair market value, Moveworks will be obligated to pay the dissenting Moveworks Stockholder the fair market value of the shares, as so determined, together with interest thereon at the legal rate from the date on which judgment is entered. Payment on this judgment will be due upon the endorsement and delivery to Moveworks of the certificates for the shares as to which the dissenters’ rights are being exercised.

The costs of the appraisal action, including reasonable compensation to the appraisers appointed by the Superior Court, will be allocated among Moveworks and dissenting Moveworks Stockholders as the Superior Court deems equitable. However, if the appraisal of the fair market value of the shares exceeds the price offered by Moveworks, then Moveworks will pay such costs. If the fair market value of the shares awarded by the Superior Court exceeds 125% of the price offered by Moveworks for the shares as evidenced by the per share consideration payable to the Securityholders as described in this prospectus, then the Superior Court may in its discretion include court attorneys’ fees, fees of expert witnesses and interest in the costs payable by Moveworks. In addition, all appraisal proceedings will be conducted exclusively in the Superior Court of California located in Santa Clara County.

To the extent that Chapter 5 of the CCC (which limits the ability of corporations to make distributions to their stockholders under specified circumstances) prevents the payment to any holders of dissenting shares of the fair market value, the holders will become creditors of Moveworks for the amount thereof, together with interest at the legal rate on judgments until the date of payment, but subordinate to all other creditors in any liquidation proceeding, with such debt to be payable when permissible under Chapter 5.

Any cash dividends declared and paid by Moveworks upon the dissenting shares after the date of stockholder approval of the Transaction and prior to payment for the dissenting shares by Moveworks will be credited against the total amount paid by Moveworks for such shares. Except as expressly limited by Chapter 13

 

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of the CCC, dissenting Moveworks Stockholders continue to have all the rights and privileges incident to their shares, until the fair market value of their shares is agreed upon or determined. Dissenting shares will lose their status as dissenting shares and the Moveworks Stockholders thereof will cease to be dissenting Moveworks Stockholders and cease to be entitled to require Moveworks to purchase their shares upon certain events set forth in Section 1309 of the CCC.

If litigation is instituted to test the sufficiency or regularity of the votes of Moveworks Stockholders in authorizing the Transaction, any proceedings to determine whether shares are dissenting shares or the fair market value of dissenting shares will be suspended until final determination of such litigation.

In view of the complexity of Section 262 of the DGCL and Chapter 13 of the CCC, Moveworks Stockholders that may wish to pursue appraisal or dissenters’ rights should consult their legal and financial advisors. A copy of Section 262 of the DGCL and Chapter 13 of the CCC is attached as Annex B and Annex C, respectively.

 

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EXPERTS

The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to ServiceNow’s Annual Report on Form 10-K for the year ended December 31, 2024 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

 

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LEGAL MATTERS

Skadden, Arps, Slate, Meagher & Flom LLP, counsel for ServiceNow, will provide an opinion regarding the validity of the shares of ServiceNow Common Stock to be issued in connection with the Transaction and an opinion regarding certain legal matters relating to the U.S. federal tax treatment of the Mergers with respect to ServiceNow.

O’Melveny& Myers, LLP, counsel for Moveworks, will provide an opinion regarding certain legal matters relating to the U.S. federal tax treatment of the Mergers with respect to Moveworks.

 

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HOUSEHOLDING OF PROSPECTUS MATERIALS

Under SEC rules, a single prospectus may be sent to any household at which two or more shareholders reside if they appear to be members of the same family. This procedure, referred to as “householding,” reduces the volume of duplicate information that shareholders receive and reduces mailing and printing costs. In accordance with a notice sent to certain shareholders who share a single address, only one prospectus will be sent to that address unless any shareholder at that address requested that multiple sets of documents be sent.

ServiceNow will promptly deliver to any ServiceNow shareholder, upon written or oral request and without charge, a separate copy of this prospectus. If you received only one copy of this prospectus and wish to receive a separate copy for each ServiceNow shareholder at your household, please contact ServiceNow at the address or telephone number identified below. If you hold shares in street name, please contact your bank, brokerage firm or other nominee to request information on householding.

ServiceNow, Inc.

Attention: Investor Relations

2225 Lawson Lane

Santa Clara, California 95054

(408) 501-8550

 

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WHERE YOU CAN FIND MORE INFORMATION

The SEC maintains an Internet website that contains reports, proxy and information statements and other information regarding issuers, including ServiceNow, who file electronically with the SEC. The address of that site is www.sec.gov.

You may also consult ServiceNow’s and Moveworks’ respective websites for more information concerning the Mergers described in this prospectus. ServiceNow’s website is https://https://www.servicenow.com/ and Moveworks’ website is https://www.moveworks.com/. The information contained on the websites of ServiceNow, Moveworks and the SEC (except for the filings described below) is expressly not incorporated by reference into this prospectus.

ServiceNow has filed with the SEC a registration statement, of which this prospectus forms a part. The Registration Statement registers the shares of ServiceNow Common Stock to be issued to holders of Moveworks Capital Stock in connection with the Mergers. The Registration Statement, including the attached exhibits, contains additional relevant information about the shares of ServiceNow Common Stock. The rules and regulations of the SEC allow ServiceNow and Moveworks to omit certain information included in the Registration Statement from this prospectus.

In addition, the SEC allows ServiceNow to disclose important information to you by referring you to other documents filed separately with the SEC. This information is considered to be a part of this prospectus, except for any information that is superseded or updated by information included directly in this prospectus.

This prospectus incorporates by reference the documents listed below that ServiceNow has previously filed or will file with the SEC (other than information furnished pursuant to Item 2.02 or Item 7.01 of a Current Report on Form 8-K). They contain important information about ServiceNow, its financial condition and other matters.

 

•

Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on January 30, 2025.

 

•

Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on April 23, 2025.

 

•

Current Reports on Form 8-K filed with the SEC on February 12, 2025, March  10, 2025 and April 23, 2025, respectively (other than the portions of those documents deemed to be furnished and not filed).

 

•

Definitive Proxy Statement for the 2025 Annual Shareholders Meeting on Schedule 14A filed with the SEC on April 4, 2025.

 

•

The description of ServiceNow Common Stock filed as Exhibit 4.5 to ServiceNow’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on February 3, 2022.

In addition, ServiceNow incorporates by reference any future filings it makes with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than information furnished pursuant to Item 2.02 or Item 7.01 of a Current Report on Form 8-K) (i) after the date of the initial filing and prior to the effectiveness of the Registration Statement and (ii) after the date of this prospectus and prior to the Effective Time. Such documents are considered to be a part of this prospectus, effective as of the date such documents are filed. In the event of conflicting information in these documents, the information in the latest filed document should be considered correct.

 

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You may obtain any of the documents listed above from the SEC, through the SEC’s website or from ServiceNow by requesting them in writing or by telephone at the following address:

ServiceNow, Inc.

2225 Lawson Lane

Santa Clara, California 95054

(408) 501-8550

[email protected]

These documents are available from ServiceNow without charge, excluding any exhibits to them unless the exhibit is specifically listed as an exhibit to the Registration Statement of which this prospectus forms a part.

Except with respect to certain information provided by Moveworks on or prior to the date of this prospectus that pertains to subject matters not required to be included in this prospectus, you should rely only on the information contained or incorporated by reference in this prospectus, and neither ServiceNow nor Moveworks has authorized anyone to give any information or make any representation about the Mergers, ServiceNow or Moveworks that is different from, or in addition to, that contained in this prospectus or in any of the materials that ServiceNow and Moveworks have incorporated by reference into this prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. The information contained in this prospectus speaks only as of the date of this prospectus unless the information specifically indicates that another date applies. Neither the mailing of this prospectus to the holders of shares of Moveworks Capital Stock, nor the issuance by ServiceNow of shares of ServiceNow Common Stock, will create any implication to the contrary.

 

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Annex A

AGREEMENT AND PLAN OF MERGER

by and among

SERVICENOW, INC.

a Delaware corporation,

MAVERICKS MERGER SUB, INC.

a Delaware corporation,

MAVERICKS MERGER SUB, LLC

a Delaware limited liability company,

MOVEWORKS, INC.

a Delaware corporation,

and

FORTIS ADVISORS LLC

as the Seller Agent

 

 

Dated as of March 9, 2025

 

 

Table of Contents

 

				Page
Article 1 The Mergers					A-2
1.1		The Merger			A-2
1.2		The Closing; Effective Time			A-2
1.3		Closing Deliveries			A-3
1.4		Certificate of Incorporation and Bylaws			A-4
1.5		Directors and Officers			A-5
1.6		Effect of Mergers on Capital Stock of the Company and Merger Subs			A-5
1.7		Effect of Mergers on Other Securities of the Company			A-7
1.8		Necessary Actions			A-10
1.9		Contribution to the Adjustment Amount and Seller Agent Expense Amount and Founder Revesting Shares			A-11
1.10		Dissenting Shares			A-11
1.11		Election Procedures			A-12
1.12		Payment for Securities;			A-13
1.13		Lock-Up			A-14
1.14		Adjustments			A-15
1.15		Withholding			A-15
1.16		Taking of Necessary Action; Further Action			A-15
1.17		Consideration Adjustment			A-16
Article 2 Representations and Warranties of the Company					A-17
2.1		Organization, Standing, Power and Subsidiaries.			A-17
2.2		Capital Structure.			A-18
2.3		Authority; Non-Contravention; Consents and Filings; Anti-Takeover Laws.			A-21
2.4		Financial Statements; Absence of Changes.			A-22
2.5		Litigation			A-23
2.6		Restrictions on Business Activities			A-24
2.7		Compliance with Laws; Governmental Permits			A-24
2.8		Title to, Condition and Sufficiency of Assets.			A-24
2.9		Intellectual Property.			A-25
2.10		Privacy and Data Security.			A-30
2.11		Taxes.			A-32
2.12		Employee Benefit Plans and Employee Matters.			A-35
2.13		Interested Party Transactions			A-39
2.14		Insurance			A-40
2.15		Books and Records			A-40
2.16		Material Contracts			A-40
2.17		Transaction Fees			A-43
2.18		Environmental, Health and Safety Matters.			A-43
2.19		Anti-Corruption Law.			A-43
2.20		Export Control Laws			A-44
2.21		Sanctions.			A-44
2.22		Outbound.			A-45
2.23		Customers and Suppliers			A-45
2.24		Scope of Representations and Warranties			A-46
Article 3 Representations and Warranties of Parent and Merger Subs					A-46
3.1		Organization and Standing			A-46
3.2		Authority; Non-Contravention.			A-46

 

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