ServiceNow (NYSE: NOW) CEO to buy $3M in shares as 10b5-1 plans end

Rhea-AI Filing Summary

ServiceNow, Inc. reported that several top executives ended their pre-arranged trading plans and that its CEO plans to buy additional shares. The company said William R. McDermott, Gina Mastantuono, Nicholas Tzitzon, Jacqueline Canney and Russell Elmer terminated their Rule 10b5-1 stock trading plans, cancelling all future planned sales of ServiceNow common stock.

ServiceNow also disclosed that on February 13, 2026, Mr. McDermott entered into an agreement with a broker to purchase $3 million of ServiceNow common stock on February 27, 2026 at prevailing market prices, which is the earliest date he can buy shares without triggering short-swing profit rules. The planned purchase will later be reported on a Form 4.

Insights

Equity Market & Governance Analyst

ServiceNow leaders canceled planned stock sales and the CEO scheduled a $3 million share purchase.

ServiceNow stated that multiple senior executives, including the CEO and CFO, terminated Rule 10b5-1 trading plans that had scheduled future sales of company stock. Ending these automated selling programs removes previously arranged dispositions of shares by these leaders.

The filing also notes CEO William McDermott entered a purchase agreement to buy $3 million of ServiceNow stock on February 27, 2026 at market prices, the earliest date allowed under Section 16 short-swing rules. The transaction will be detailed in a subsequent Form 4, giving investors visibility into the actual purchase once completed.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 13, 2026

___________

SERVICENOW, INC.

(Exact name of registrant as specified in its charter)

___________

Delaware

001-35580

20-2056195

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification Number)

2225 Lawson Lane

Santa Clara, California 95054

(Address of principal executive offices and Zip Code)

(408) 501-8550

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, par value $0.001 per share

NOW

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

ServiceNow, Inc. (“ServiceNow”) has been notified by each of William R. McDermott, Chairman and Chief Executive Officer; Gina Mastantuono, President and Chief Financial Officer; Nicholas Tzitzon, Vice Chairman; Jacqueline Canney, Chief People and AI Enablement Officer; and Russell Elmer, Special Counsel, that they terminated their respective trading plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), cancelling all future planned sales of ServiceNow common stock by these individuals.

In addition, on February 13, 2026, Mr. McDermott entered into a share purchase agreement (the “Purchase Agreement”) with a broker for the purchase of $3 million of shares of ServiceNow common stock on February 27, 2026 (the “Purchase Date”), at prevailing market prices. The Purchase Date is the earliest possible date Mr. McDermott can purchase ServiceNow common stock without incurring short-swing profit liability under Section 16 of the Exchange Act. The purchase will be disclosed on a Form 4 filed with the Securities and Exchange Commission when required.

The information contained in this Current Report on Form 8-K is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly stated by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SERVICENOW, INC.

By:

/s/ Hossein Nowbar

Hossein Nowbar President and Chief Legal Officer

Date: February 17, 2026

FAQ

What did ServiceNow (NOW) disclose about its executives’ stock trading plans?

ServiceNow disclosed that several senior executives, including its CEO and CFO, terminated their Rule 10b5-1 trading plans. These plans had scheduled future sales of ServiceNow common stock, so canceling them stops those pre-arranged dispositions and changes how these insiders may trade shares going forward.

Which ServiceNow (NOW) executives ended their Rule 10b5-1 plans?

The filing identifies five ServiceNow leaders: CEO and Chairman William R. McDermott, President and CFO Gina Mastantuono, Vice Chairman Nicholas Tzitzon, Chief People and AI Enablement Officer Jacqueline Canney, and Special Counsel Russell Elmer. Each notified the company that their Rule 10b5-1 stock trading plans were terminated.

How much ServiceNow (NOW) stock does the CEO plan to buy?

CEO William McDermott agreed to purchase $3 million of ServiceNow common stock. The shares are to be bought through a broker at prevailing market prices on February 27, 2026, under a share purchase agreement disclosed in the report.

When is the planned ServiceNow (NOW) CEO stock purchase scheduled?

The planned stock purchase by CEO William McDermott is scheduled for February 27, 2026. The company notes this is the earliest date he can buy ServiceNow common stock without incurring short-swing profit liability under Section 16 of the Exchange Act.

Will the ServiceNow (NOW) CEO’s stock purchase appear in another SEC filing?

Yes. ServiceNow stated that William McDermott’s planned stock purchase will be disclosed in a Form 4. That insider trading report will provide transaction details after the purchase occurs, consistent with Section 16 reporting requirements for company insiders.

Is the information in this ServiceNow (NOW) report considered filed or furnished?

The company specified that the information is being furnished, not filed, for Exchange Act purposes. As furnished information, it is not subject to Section 18 liabilities and is not automatically incorporated into other Securities Act or Exchange Act filings.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB