NOW Form 144: Paul Smith Plans 3,256-Share Sale Worth $3.24M

Rhea-AI Filing Summary

ServiceNow, Inc. (NOW) – Form 144 filing discloses that affiliate Paul Smith plans to sell 3,256 common shares through Fidelity on or about 28 Jul 2025 at the NYSE. The shares carry an aggregate market value of $3.24 million, equal to roughly 0.002 % of the 208 million shares outstanding. Stock was acquired via ESPP purchases and RSU vestings completed between Jan 2024 and Feb 2025.

The insider has already disposed of 3,849 shares across seven transactions in May 2025, generating $3.92 million in gross proceeds, highlighting an ongoing liquidation trend. No other financial metrics are included in this filing.

The notice affirms the seller is unaware of undisclosed adverse information and appears to be made under a Rule 10b5-1 trading plan, ensuring regulatory compliance. Given the very small percentage of float, the transaction is unlikely to affect liquidity or valuation materially, though continued insider selling could weigh modestly on sentiment.

Positive

• Sale represents only ~0.002 % of shares outstanding, posing minimal dilution or market-supply risk
• Insider certifies no undisclosed adverse information and appears to operate under Rule 144/10b5-1, signaling regulatory compliance

Negative

• Continued insider selling: $3.24 M planned after $3.92 M sold in May may indicate profit-taking and weigh on sentiment
• Absolute dollar amount is sizable; additional future sales could amplify negative perception despite low percentage of float

Insights

Equity Analyst

TL;DR: Small insider sale—$3.2 M proposed after $3.9 M sold; negligible float impact but mild negative signal of profit-taking.

The proposed 3,256-share disposal equates to just 0.002 % of NOW’s shares, so supply pressure is immaterial. However, cumulative May-July sales of 7,105 shares worth $7.1 M suggest the insider is actively cashing out, which investors often interpret as a modestly bearish signal, especially amid a rich valuation. Because the filing cites Rule 10b5-1 compliance and no adverse information, the move appears planned rather than reactive. Overall impact on valuation models or liquidity is negligible; I classify market effect as neutral-to-slightly negative.

Corporate Governance Expert

TL;DR: Filing demonstrates Rule 144 discipline; sale size de minimis; governance risk remains low.

The Form 144 confirms adherence to disclosure standards and an asserted lack of undisclosed negative information, aligning with best practices for insider transactions. The use of a reputable broker and a likely 10b5-1 plan mitigates manipulation concerns. From a governance standpoint, the chief takeaway is transparency rather than alarm. The continuing sales cadence should be monitored, but at current volume levels there is no material governance red flag.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	3256	3235207.75	208000000	07/28/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	01/31/2024	ESPP Purchase	Issuer			41	01/31/2024	Cash
Common	02/17/2024	Restricted Stock Vesting	Issuer			2325	02/17/2024	Compensation
Common	05/07/2024	Restricted Stock Vesting	Issuer			157	05/07/2024	Compensation
Common	05/12/2024	Restricted Stock Vesting	Issuer			102	05/12/2024	Compensation
Common	07/31/2024	ESPP Purchase	Issuer			1	07/31/2024	Cash
Common	01/31/2025	ESPP Purchase	Issuer			31	01/31/2025	Cash
Common	02/12/2025	Restricted Stock Vesting	Issuer			599	02/12/2025	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Paul Smith 2225 Lawson Lane Santa Clara CA 95054	Common	05/08/2025	506	496438.32
Paul Smith 2225 Lawson Lane Santa Clara CA 95054	Common	05/09/2025	237	232260.00
Paul Smith 2225 Lawson Lane Santa Clara CA 95054	Common	05/13/2025	124	127409.02
Paul Smith 2225 Lawson Lane Santa Clara CA 95054	Common	05/14/2025	52	53924.00
Paul Smith 2225 Lawson Lane Santa Clara CA 95054	Common	05/19/2025	211	216699.53
Paul Smith 2225 Lawson Lane Santa Clara CA 95054	Common	05/20/2025	89	90335.00
Paul Smith 2225 Lawson Lane Santa Clara CA 95054	Common	05/27/2025	2630	2702719.76

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many ServiceNow (NOW) shares are proposed for sale in this Form 144?

The insider plans to sell 3,256 common shares.

What is the estimated dollar value of the proposed insider sale?

The aggregate market value is approximately $3.24 million.

When is the anticipated sale date for the shares?

The filing lists an approximate sale date of 07/28/2025.

How many NOW shares has the insider sold during the past three months?

The insider previously sold 3,849 shares between 08 May and 27 May 2025.

What percentage of ServiceNow’s outstanding shares does the proposed sale represent?

Only about 0.002 % of the roughly 208 million shares outstanding.

Does the filer claim knowledge of any undisclosed adverse information?

The signed notice states the filer does not know of material adverse information not already public.