ServiceNow (NYSE: NOW) officer nets shares after RSU vesting and tax withholding

Rhea-AI Filing Summary

ServiceNow, Inc. Principal Accounting Officer Danielle Fontaine reported routine equity compensation activity involving restricted stock units (RSUs). She acquired 305 shares of common stock through the conversion of RSUs and had 106 shares withheld at a price of $93.59 per share to cover federal and state tax obligations. After these transactions, she directly owned 8,781 shares of common stock and held 2,135 RSUs, each representing a right to receive one share of common stock. The RSUs vest in 16 equal quarterly installments, with the first vesting on May 7, 2024, subject to her continued service.

Insights

Equity Compensation Analyst

Routine RSU vesting with tax withholding; no open-market trading signal.

The filing shows Danielle Fontaine, Principal Accounting Officer of ServiceNow, Inc., converting 305 restricted stock units into common shares and settling related taxes via 106 shares withheld at $93.59 per share. This matches standard RSU mechanics.

The code F transaction reflects tax-withholding disposition, not an open-market sale, while the M code records RSU conversion. Following the activity, she holds 8,781 common shares and 2,135 RSUs, indicating she retains a meaningful equity stake.

The RSUs vest in 16 equal quarterly installments starting on May 7, 2024, contingent on continued service. This creates a predictable, time-based equity compensation pattern; subsequent filings may reflect future quarterly vesting and related tax-withholding events.

Insider Trade Summary

305 shares exercised/converted

Mixed 3 txns

Insider Fontaine Danielle

Role Principal Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	305	$0.00	--
Exercise	Common Stock	305	$0.00	--
Tax Withholding	Common Stock	106	$93.59	$10K

Holdings After Transaction: Restricted Stock Units — 2,135 shares (Direct, null); Common Stock — 8,887 shares (Direct, null)

Footnotes (1)

1. Represents shares relinquished by the Reporting Person in exchange for the Issuer's payment of federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs, in accordance with Rule 16b-3. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. The restricted stock units vest in 16 equal quarterly installments, with the first vesting having occurred on May 7, 2024, and subject to the reporting person's continued service to the Issuer on each vesting date.

Key Figures

RSUs converted: 305 shares Shares withheld for taxes: 106 shares at $93.59/share Common shares held after transactions: 8,781 shares +2 more

5 metrics

RSUs converted 305 shares Common stock received from RSU conversion on May 7, 2026

Shares withheld for taxes 106 shares at $93.59/share Tax-withholding disposition related to RSU vesting

Common shares held after transactions 8,781 shares Direct ownership following reported Form 4 transactions

Restricted Stock Units remaining 2,135 RSUs Each RSU equals one share of common stock

RSU vesting schedule 16 equal quarterly installments First vesting occurred on May 7, 2024

Key Terms

Restricted Stock Units, Rule 16b-3, tax withholding obligations, contingent right, +1 more

5 terms

Restricted Stock Units financial

"Represents shares relinquished by the Reporting Person in exchange for the Issuer's payment of federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Rule 16b-3 regulatory

"Represent shares relinquished by the Reporting Person in exchange for the Issuer's payment of federal and state tax withholding obligations ... in accordance with Rule 16b-3."

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

tax withholding obligations financial

"payment of federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs"

contingent right financial

"Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock."

vesting financial

"The restricted stock units vest in 16 equal quarterly installments, with the first vesting having occurred on May 7, 2024"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fontaine Danielle

(Last) (First) (Middle)

C/O SERVICENOW, INC.

2225 LAWSON LANE

(Street)

SANTA CLARA CALIFORNIA 95054

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ServiceNow, Inc. [ NOW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Principal Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/07/2026		M		305	A	$0	8,887	D
Common Stock	05/07/2026		F		106(1)	D	$93.59	8,781	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	05/07/2026		M			305	(3)	(3)	Common Stock	305	$0	2,135	D

Explanation of Responses:

1. Represents shares relinquished by the Reporting Person in exchange for the Issuer's payment of federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs, in accordance with Rule 16b-3.

2. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.

3. The restricted stock units vest in 16 equal quarterly installments, with the first vesting having occurred on May 7, 2024, and subject to the reporting person's continued service to the Issuer on each vesting date.

Remarks:

EXHIBIT LIST: EX-24 2026 Section 16 POA - Fontaine

	/s/ Danielle Fontaine by Hossein Nowbar, Attorney-in-Fact	05/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did ServiceNow (NOW) executive Danielle Fontaine report in this Form 4?

Danielle Fontaine reported routine equity compensation activity. She converted 305 restricted stock units into common shares and had 106 shares withheld at $93.59 per share to cover tax obligations, reflecting standard RSU vesting rather than open-market buying or selling.

Did ServiceNow (NOW) executive Danielle Fontaine sell any shares on the open market?

No open-market sales were reported. The 106-share disposition was a tax-withholding transaction at $93.59 per share, used to satisfy federal and state tax obligations triggered by RSU vesting, not a discretionary market sale of shares for cash.

How many ServiceNow (NOW) shares does Danielle Fontaine hold after these transactions?

Following the reported transactions, Danielle Fontaine directly owns 8,781 shares of ServiceNow common stock. She also holds 2,135 restricted stock units, each representing a contingent right to receive one additional share, subject to future vesting and her continued service with the company.

What is the vesting schedule for Danielle Fontaine’s ServiceNow (NOW) RSUs?

Her restricted stock units vest in 16 equal quarterly installments. The first vesting occurred on May 7, 2024, and each subsequent quarterly vesting is conditioned on her continued service to ServiceNow on the applicable vesting date, creating a multi-year vesting horizon.

What does the F transaction code mean in the ServiceNow (NOW) Form 4?

The F code indicates a tax-withholding disposition. In this case, 106 shares of ServiceNow common stock were relinquished so the issuer could pay Danielle Fontaine’s federal and state tax withholding obligations arising from RSU vesting, under Rule 16b-3 provisions.

How many restricted stock units does Danielle Fontaine have after this ServiceNow (NOW) filing?

After the reported transactions, Danielle Fontaine holds 2,135 restricted stock units. Each RSU represents a contingent right to receive one share of ServiceNow common stock, subject to the stated 16-quarter vesting schedule and her continued employment with the company.