ServiceNow (NOW) chief legal officer logs RSU vesting and tax share disposition

Rhea-AI Filing Summary

ServiceNow, Inc. executive Hossein Nowbar reported equity compensation activity involving restricted stock units and common shares. On February 13, 2026, 2,856 restricted stock units were converted into 2,856 shares of common stock at no cost to him, increasing his directly held common shares.

On the same date, 696 common shares were relinquished at a price of 107.08 per share to cover federal and state tax withholding obligations related to the RSU vesting, a non-open-market tax-withholding disposition. The RSU award vests in 12 equal quarterly installments beginning February 13, 2026, subject to his continued service at ServiceNow.

Insights

Equity compensation analyst

Routine RSU vesting with tax withholding, no directional signal.

Hossein Nowbar’s Form 4 shows 2,856 restricted stock units converting into an equal number of ServiceNow common shares at no cost, a standard equity compensation event. This increases his directly held common stock and reflects ongoing vesting of a previously granted award.

To satisfy related tax obligations, 696 shares were surrendered at 107.08 per share under a tax-withholding arrangement, coded as a disposition but not an open-market sale. The RSUs vest quarterly in 12 installments starting on February 13, 2026, contingent on continued service, making this a routine, neutral transaction from an investment thesis standpoint.

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

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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^*

Nowbar Hossein

(Last) (First) (Middle)

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)
	Pres. & Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		M		2,856	A	$0	2,856	D
Common Stock	02/13/2026		F		696(1)	D	$107.08	2,160	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)	02/13/2026		M			2,856	(3)	(3)	Common Stock	2,856	$0	31,427	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 as to 1/12th of the total shares quarterly, with the first vesting having occurred on February 13, 2026, and subject to the Reporting Person's continued service to the Issuer on each vesting date.

Remarks:

	/s/ Hossein Nowbar by Russell S. Elmer, Attorney-in-Fact	02/18/2026
	** 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.

FAQ

What insider transactions did Hossein Nowbar report for ServiceNow (NOW)?

Hossein Nowbar reported the conversion of 2,856 restricted stock units into 2,856 ServiceNow common shares, plus a related disposition of 696 shares for tax withholding. These transactions reflect routine equity award vesting rather than open-market buying or selling activity.

Were the ServiceNow (NOW) insider transactions open-market buys or sells?

The filing does not show open-market buys or sells. It reports an RSU conversion coded “M” and a tax-withholding disposition coded “F,” where 696 shares were relinquished to pay federal and state tax obligations tied to the RSU vesting.

How many ServiceNow (NOW) shares were involved in Hossein Nowbar’s RSU vesting?

The RSU vesting involved 2,856 restricted stock units, each representing a contingent right to receive one ServiceNow common share. Upon vesting on February 13, 2026, they converted into 2,856 shares, increasing Nowbar’s directly held common stock before tax-withholding adjustments.

What is the vesting schedule for Hossein Nowbar’s ServiceNow (NOW) restricted stock units?

The restricted stock units vest in 12 equal quarterly installments, with 1/12 of the total RSUs vesting each quarter. The first vesting occurred on February 13, 2026, and each future vest is conditioned on Nowbar’s continued service with ServiceNow on the applicable vesting date.

Why were 696 ServiceNow (NOW) shares disposed of in Hossein Nowbar’s Form 4?

The 696 shares were relinquished to cover federal and state tax withholding obligations resulting from the RSU vesting. This tax-withholding disposition, priced at $107.08 per share, is an administrative transaction under Rule 16b-3 rather than a discretionary sale in the open market.

Does Hossein Nowbar’s Form 4 indicate a change in confidence about ServiceNow (NOW)?

The Form 4 mainly reflects routine equity compensation mechanics: RSU conversion into common stock and related tax withholding. Because there are no open-market purchases or sales, the transactions do not clearly signal a change in insider sentiment toward ServiceNow.