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ServiceNow CEO Form 4: RSU Vesting and 675 Shares for Taxes

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

ServiceNow, Inc. (NOW) reported an insider equity transaction by its Chairman & CEO, William R. McDermott, on 11/14/2025. A stock option or RSU-related transaction (coded "M") delivered 1,255 shares of common stock at an exercise price of $0, reflecting the settlement of previously granted restricted stock units. To cover related tax withholding from this vesting, 675 shares were relinquished at a price of $850.43 per share (coded "F"), rather than being sold for cash proceeds.

After these transactions, McDermott directly held 8,281 shares of ServiceNow common stock, with an additional 4,881 shares held indirectly by a trust. He also beneficially owned 11,293 restricted stock units, each representing a contingent right to receive one share of common stock. These RSUs vest as to 1/12 of the total shares quarterly, with the first vesting having occurred on May 15, 2025, subject to his continued service with the company on each vesting date.

Positive

  • None.

Negative

  • None.
Insider McDermott William R
Role Chairman & CEO
Type Security Shares Price Value
Exercise Restricted Stock Units 1,255 $0.00 --
Exercise Common Stock 1,255 $0.00 --
Tax Withholding Common Stock 675 $850.43 $574K
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 11,293 shares (Direct); Common Stock — 8,956 shares (Direct); Common Stock — 4,881 shares (Indirect, by Trust)
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 as to 1/12th of the total shares quarterly, with the first vesting having occurred on May 15, 2025, and subject to the Reporting Person's continued service to the Issuer on each vesting date.
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*
McDermott William R
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman & CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/14/2025
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 11/14/2025 M 1,255 A $0 8,956 D
Common Stock 11/14/2025 F 675(1) D $850.43 8,281 D
Common Stock 4,881 I by Trust
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) 11/14/2025 M 1,255 (3) (3) Common Stock 1,255 $0 11,293 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 May 15, 2025, and subject to the Reporting Person's continued service to the Issuer on each vesting date.
Remarks:
/s/ William R. McDermott by Russell S. Elmer, Attorney-in-Fact 11/18/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did ServiceNow (NOW) report for William R. McDermott?

ServiceNow reported that its Chairman & CEO, William R. McDermott, had a restricted stock unit-related transaction on 11/14/2025. A transaction coded "M" delivered 1,255 shares of common stock upon vesting of restricted stock units, and a transaction coded "F" covered tax withholding through the relinquishment of shares.

How many ServiceNow shares did William R. McDermott receive and relinquish in the November 2025 transaction?

On 11/14/2025, William R. McDermott received 1,255 shares of ServiceNow common stock from vested restricted stock units at an exercise price of $0. To satisfy federal and state tax withholding obligations, he relinquished 675 shares at a price of $850.43 per share.

How many ServiceNow (NOW) shares does William R. McDermott own after the reported Form 4 transaction?

Following the reported transactions, William R. McDermott beneficially owned 8,281 shares of ServiceNow common stock directly and 4,881 shares indirectly through a trust. In addition, he held 11,293 restricted stock units that may convert into common shares over time, subject to vesting conditions.

What are the terms of William R. McDermotts restricted stock units at ServiceNow?

Each restricted stock unit represents a contingent right to receive one share of ServiceNow common stock. The units described vest as to 1/12th of the total shares quarterly, with the first vesting on May 15, 2025. Vesting remains subject to McDermotts continued service with ServiceNow on each vesting date.

Why were 675 ServiceNow shares relinquished in this Form 4 filing?

The 675 shares were relinquished to the issuer to cover federal and state tax withholding obligations arising from the vesting of restricted stock units. This is noted in the explanation as being done in accordance with Rule 16b-3, meaning the shares were used to satisfy taxes rather than sold on the open market.

What do the transaction codes "M" and "F" mean in the ServiceNow Form 4?

In this Form 4, transaction code "M" indicates the exercise or settlement of derivative securities, here the vesting and delivery of 1,255 shares from restricted stock units. Code "F" indicates a disposition of shares to pay tax withholding, which in this case involved 675 shares at $850.43 per share.

How many restricted stock units does William R. McDermott still hold at ServiceNow after this transaction?

After the reported transaction on 11/14/2025, William R. McDermott beneficially owned 11,293 restricted stock units. Each unit represents a right to receive one share of ServiceNow common stock, subject to the quarterly vesting schedule and his continued service.