ServiceNow (NOW) Stock Slides on Armis Deal Rumors, KeyBanc Downgrade, and a Looming 5-for-1 Split

ServiceNow (NOW) Stock Slides on Armis Deal Rumors, KeyBanc Downgrade, and a Looming 5-for-1 Split

December 15, 2025 — ServiceNow, Inc. (NYSE: NOW) took a sharp hit in Monday trading as investors digested two heavyweight headlines at once: a report that the workflow-software leader is nearing a potential $7 billion acquisition of cybersecurity startup Armis, and a fresh analyst downgrade from KeyBanc warning that AI-driven disruption could pressure the traditional software-as-a-service (SaaS) playbook. [1]

In early afternoon U.S. trading, ServiceNow stock was around $767, down roughly 11% on the session after swinging between about $849 and $767.

The selloff also comes just days before ServiceNow’s 5-for-1 stock split, which is expected to take effect this week—an event that can amplify short-term volatility even though it doesn’t change the company’s underlying value. [2]

ServiceNow stock price today: what the market is saying

ServiceNow shares opened the week under pressure, first slipping in premarket trading after the Armis report and then sliding further during regular hours as more investors weighed the size and timing of a deal that would likely be the company’s biggest acquisition to date. [3]

By mid-session, the move was large enough to place ServiceNow among the biggest notable decliners of the day on Wall Street stock-mover lists—an attention multiplier that can accelerate momentum (up or down) as traders and algorithms pile in. [4]

The catalyst: ServiceNow reportedly in advanced talks to buy Armis for up to $7 billion

The core story driving the stock is the possibility that ServiceNow is close to buying Armis, a cybersecurity firm focused on securing devices across enterprise environments—often described as “agentless” visibility and protection, meaning it can discover and monitor devices without installing software agents on every endpoint.

According to a Reuters summary of the Bloomberg report, ServiceNow was said to be nearing a deal valued up to $7 billion, with an announcement possible in the coming days—though talks could still fall apart. ServiceNow declined to comment, per Reuters. [5]

A few details from that same Reuters summary help explain why the market is treating this as a real, high-stakes development rather than just routine M&A chatter:

  • Armis had reportedly been eyeing an IPO next year. [6]
  • Armis raised $435 million in November at a reported $6.1 billion valuation, implying the rumored price tag could include a meaningful premium. [7]

Barron’s framed the situation in the way investors typically do: a big acquisition can be strategic, but it also introduces uncertainty—especially when the market is already jumpy about growth-tech valuations and “AI winners.” [8]

Why this deal could make strategic sense for ServiceNow

If you want the clean, strategic version of the story, it goes like this:

ServiceNow’s platform sits at the center of enterprise operations—IT service management, employee workflows, asset tracking, and cross-department automation. In that world, cybersecurity isn’t a side quest. It’s the rulebook.

Barron’s notes that Armis’ device-protection and security capabilities could be particularly relevant to ServiceNow’s core operational backbone—especially around the configuration management database (CMDB) and IT asset management. In plain English: if ServiceNow is the system that tries to understand “what stuff do we have, where is it, who owns it, and what’s it connected to,” then Armis could help strengthen “and is it safe?” [9]

There’s also a bigger directional signal here: ServiceNow has been steadily expanding its security ambitions beyond classic IT workflows.

  • On December 2, 2025, ServiceNow announced plans to acquire Veza, an identity security platform, to strengthen identity governance and access controls across apps, data, cloud environments, and even AI agents. [10]

Seen through that lens, Armis would look less like a random bolt-on and more like another major “security layer” added to the ServiceNow platform—identity (Veza) plus device/OT visibility (Armis) plus workflow automation (ServiceNow’s core).

Why investors are nervous anyway: size, integration risk, and the “dilution” reflex

Markets can be very pro-strategy in PowerPoint form and very anti-strategy when the bill arrives.

Even when a deal has logic, investors often sell first and ask questions later when:

  • The acquisition is large relative to prior deals
  • The target is in a hot category (cybersecurity valuations can be spicy)
  • The buyer is already navigating a competitive and fast-evolving AI landscape

Barron’s called out that this would be ServiceNow’s largest acquisition if it happens, coming after its planned $2.85 billion Moveworks acquisition earlier in the year. [11]

That matters because large acquisitions can trigger concerns about integration difficulty, execution risk, and whether the buyer will need to lean more on stock issuance (which can be dilutive) or cash (which can tighten financial flexibility).

The second punch: KeyBanc downgrades ServiceNow to Underweight

The Armis headline might have been enough to rattle the stock on its own, but the downgrade added a second narrative—one the market has been increasingly sensitive to in late 2025:

What happens to SaaS pricing power and seat-based growth if AI reduces headcount, automates workflows, or shifts value away from per-user licenses?

On December 15, KeyBanc downgraded ServiceNow to Underweight and set a $775 price target, warning that AI disruption could intensify and that ServiceNow could face a broader “death of SaaS” narrative that’s been creeping into investor discussions. [12]

That’s a provocative label, but it’s basically a debate about how software gets paid for:

  • Traditional SaaS: sell more seats, raise price per seat, expand modules
  • AI/automation world: customers may expect outcomes, usage-based pricing, or fewer human users “needing a license”

ServiceNow is actively positioning itself as an AI-first platform (“AI control tower” language shows up repeatedly in company communications), but Wall Street is still arguing about whether AI is a tailwind (more automation demand) or a headwind (pricing model disruption). [13]

Not everyone hates the Armis idea: analysts see potential upside in OT and cyber expansion

The Street isn’t monolithic. In fact, part of Monday’s drama is that investors are watching analysts disagree in real time.

Barron’s reported that Morgan Stanley viewed the Armis angle as a strategic push into operational technology (OT)—the industrial and physical-device world that enterprises increasingly need to monitor and secure. William Blair’s commentary highlighted broader benefits across ServiceNow’s workflow and AI services. [14]

So you have two competing frames:

  • Bear case: big deal + integration risk + AI disrupts SaaS economics
  • Bull case: security/OT expansion increases platform “stickiness” and growth runway

Markets hate uncertainty, and today’s price action is what uncertainty looks like when it’s wearing steel-toed boots.

ServiceNow stock split: what happens on December 18 (and what doesn’t)

Hovering in the background is a very near-term technical event: ServiceNow’s 5-for-1 stock split, overwhelmingly approved by shareholders.

Key dates from ServiceNow’s official communications and SEC filing:

  • Record date: December 16, 2025
  • Distribution: after market close on or about December 17, 2025 (shareholders receive four additional shares per share held)
  • Split-adjusted trading expected: December 18, 2025 [15]

A stock split is mechanically simple but psychologically weird:

  • If you owned 1 share at $800, after a 5-for-1 split you own 5 shares at ~$160.
  • Your percentage ownership doesn’t change. The company doesn’t become “cheaper” in valuation terms.

Still, splits can increase retail accessibility and employee equity participation (both reasons companies often cite), and they can cause short-term churn as options chains, indexes, and trading systems adjust. [16]

What Wall Street forecasts say right now: targets still point higher, but the range is wide

Despite Monday’s drop and the KeyBanc cut, broader analyst aggregates still show a generally positive consensus on ServiceNow—just with a very wide spread that reflects how contentious the AI-era SaaS debate has become.

Several widely followed market-data aggregators list:

  • Average/median targets around $1,140–$1,150
  • Low-end targets around $766
  • High-end targets around $1,332 [17]

Meanwhile, KeyBanc’s $775 target is now sitting near the bearish end of that spectrum, essentially arguing that downside risk is not hypothetical—it’s a scenario investors should price in now. [18]

The practical takeaway: the Street as a whole still sees upside from current levels, but the disagreement is meaningful—meaning headlines, deal terms, and guidance updates can move the stock sharply in either direction.

Technical and trading notes: breaking key levels and volatility flags

Some market commentary on Monday emphasized the technical damage from the selloff—especially the break below the psychologically important $800 area.

Schaeffer’s noted that ServiceNow gapped below former support near $800, and the move put the stock on track for its largest single-day percentage drop since January, alongside short-sale restriction dynamics that can influence intraday trading behavior. [19]

You don’t need to worship technical analysis to respect one basic truth: when a widely watched level breaks on heavy news flow, it can become a self-fulfilling magnet for short-term traders.

The fundamental backdrop: strong growth engine, but a market demanding proof

While today’s story is about M&A and analyst narratives, ServiceNow’s longer-term valuation debate still centers on execution: subscription growth, platform expansion, and whether AI features translate into durable revenue.

Recent quarterly coverage highlighted that ServiceNow has continued to post strong results and emphasize its AI-led product strategy, even as the stock has been volatile in 2025. [20]

That context matters because it explains why a big acquisition rumor hits so hard: investors are trying to decide whether ServiceNow is best viewed as a disciplined compounder—or a company that may need increasingly expensive deals to defend its growth narrative against megacap competition. Barron’s specifically points to competitive pressure from software giants such as Microsoft and Salesforce. [21]

What to watch next for NOW stock

Over the next several sessions, ServiceNow stock action is likely to be driven less by abstract debate and more by concrete answers:

  1. Does ServiceNow confirm, deny, or stay silent on Armis—and do credible details leak about price, structure (cash vs. stock), and timing? [22]
  2. If the deal is announced: what does ServiceNow say about integration, cross-sell strategy, and financial impact?
  3. Stock split mechanics: traders will watch how liquidity and options markets behave as split-adjusted trading begins around December 18. [23]
  4. Analyst follow-through: downgrades sometimes come in clusters; so do “buy-the-dip” defenses. Barron’s already highlighted a split in analyst interpretations. [24]

Bottom line

On December 15, 2025, ServiceNow stock is getting hit by a classic market combo: big-deal uncertainty + an analyst narrative shift + elevated volatility into a stock split. The Armis rumor may ultimately prove strategically smart—or it may be shelved. Either way, the market’s message today is clear: investors want clarity on how ServiceNow plans to build (or buy) its next leg of growth while AI reshapes the software landscape.

References

1. www.barrons.com, 2. investor.servicenow.com, 3. www.tradingview.com, 4. www.barrons.com, 5. www.tradingview.com, 6. www.tradingview.com, 7. www.tradingview.com, 8. www.barrons.com, 9. www.barrons.com, 10. investor.servicenow.com, 11. www.barrons.com, 12. www.barrons.com, 13. investor.servicenow.com, 14. www.barrons.com, 15. investor.servicenow.com, 16. investor.servicenow.com, 17. finviz.com, 18. www.barrons.com, 19. www.schaeffersresearch.com, 20. www.investors.com, 21. www.barrons.com, 22. www.tradingview.com, 23. investor.servicenow.com, 24. www.barrons.com

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