ServiceNow (NYSE: NOW) exec logs 42,797 RSU grant and tax share offsets

Rhea-AI Filing Summary

ServiceNow, Inc. executive Jacqueline P. Canney, Chief People & AI Enablement Officer, reported a large equity compensation update. She received a grant of 42,797 restricted stock units (RSUs), each representing a right to one share of common stock, vesting in 12 equal quarterly installments starting May 15, 2026, subject to continued service.

On the same date, previously granted RSUs were exercised into common stock, and a portion of the resulting shares was withheld to cover tax obligations. The filing shows 496 and 13,803 common shares relinquished at $105.91 per share for tax withholding under Rule 16b-3. After these transactions, Canney directly held 38,458 shares of ServiceNow common stock.

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

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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^*

Canney Jacqueline P

(Last) (First) (Middle)

C/O SERVICENOW, INC.

2225 LAWSON LANE

(Street)

SANTA CLARA CA 95054

(City) (State) (Zip)

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)
	Chief People & AI Enblmt. Off.

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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

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

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

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	02/17/2026		M		970	A	$0	25,719	D
Common Stock	02/17/2026		F		496(1)	D	$105.91	25,223	D
Common Stock	02/17/2026		M		27,038	A	$0	52,261	D
Common Stock	02/17/2026		F		13,803(1)	D	$105.91	38,458	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)	02/17/2026		A		42,797		(3)	(3)	Common Stock	42,797	$0	42,797	D
Restricted Stock Units	(2)	02/17/2026		M			970	(4)	(4)	Common Stock	970	$0	3,885	D
Restricted Stock Units	(2)	02/17/2026		M			27,038	(5)(6)	(5)(6)	Common Stock	27,038	$0	0	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 will vest in 12 equal quarterly installments, with the first vesting occurring on May 15, 2026, and subject to the reporting person's continued service to the Issuer on each vesting date.

4. The restricted stock units vest in 16 equal quarterly installments, with the first vesting having occurred on May 17, 2023, and subject to the reporting person's continued service to the Issuer on each vesting date.

5. 30% of the shares subject to the restricted stock units vested on February 17, 2024, 15% of the shares subject to the restricted stock units vested on each of August 17, 2024 and February 17, 2025, 20% of the shares subject to the restricted stock units vested on August 17, 2025, and the final vest on February 17, 2026 of 20% of the shares subject to the restricted stock units was subject to adjustment based on the Issuer's 3-year relative total stockholder return performance against the S&P 500 index for the period from January 1, 2023 to December 31, 2025, subject to the reporting person's continued service to the Issuer on each vesting date.

6. Acquired upon Compensation Committee certification on January 22, 2024, of achievement of performance criteria for the January 1, 2023 through December 31, 2023 performance period under performance-based restricted stock units granted February 15, 2023.

Remarks:

	/s/ Jacqueline P. Canney by Russell S. Elmer, Attorney-in-Fact	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity award did ServiceNow (NOW) executive Jacqueline Canney receive?

Jacqueline Canney received 42,797 restricted stock units (RSUs). Each RSU represents a contingent right to one share of ServiceNow common stock. The award is a significant component of her equity compensation and aligns her interests with long-term company performance.

How do Jacqueline Canney’s new ServiceNow (NOW) RSUs vest?

The 42,797 RSUs vest in 12 equal quarterly installments. The first vesting date is May 15, 2026, with remaining installments each quarter thereafter. All vesting is conditioned on Canney’s continued service to ServiceNow on each applicable vesting date.

Why were some ServiceNow (NOW) shares surrendered in Jacqueline Canney’s Form 4?

Shares were relinquished to cover tax withholding obligations. The filing notes 496 and 13,803 common shares were delivered at $105.91 per share so ServiceNow could pay federal and state tax required on RSU vesting, in accordance with Rule 16b-3.

How many ServiceNow (NOW) common shares does Jacqueline Canney hold after these transactions?

After the reported transactions, Canney directly holds 38,458 common shares. This balance reflects RSU conversions into common stock, net of shares withheld to satisfy tax liabilities associated with the vesting of restricted stock units.

What do ServiceNow (NOW) restricted stock units represent for Jacqueline Canney?

Each restricted stock unit represents a right to one ServiceNow share. RSUs convert into common stock as they vest over time. They are a form of stock-based compensation that depends on continued service and, for some awards, achievement of specified performance criteria.

Were any of Jacqueline Canney’s ServiceNow (NOW) transactions open-market buys or sells?

The reported dispositions were for tax withholding, not market sales. Transactions coded “F” indicate shares were delivered back to ServiceNow to satisfy tax liabilities from RSU vesting, rather than discretionary open-market selling activity.