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ServiceNow insider RSU vesting leaves GC with 4,442 NOW shares

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

ServiceNow, Inc. (NOW) reported insider equity activity by its General Counsel, Russell S. Elmer. On 11/14/2025, 239 restricted stock units were converted to common stock at an exercise price of $0, increasing his directly held common shares. On the same date, 129 shares were relinquished at a price of $850.43 to cover federal and state tax withholding from the RSU vesting. After these transactions, Elmer directly owned 4,442 shares of ServiceNow common stock and held 2,146 restricted stock units. The RSUs vest as to 1/12 of the total shares quarterly, with the first vesting having occurred on May 15, 2025, contingent on his continued service.

Positive

  • None.

Negative

  • None.
Insider ELMER RUSSELL S
Role General Counsel
Type Security Shares Price Value
Exercise Restricted Stock Units 239 $0.00 --
Exercise Common Stock 239 $0.00 --
Tax Withholding Common Stock 129 $850.43 $110K
Holdings After Transaction: Restricted Stock Units — 2,146 shares (Direct); Common Stock — 4,571 shares (Direct)
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*
ELMER RUSSELL S
(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)
General Counsel
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 239 A $0 4,571 D
Common Stock 11/14/2025 F 129(1) D $850.43 4,442 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) 11/14/2025 M 239 (3) (3) Common Stock 239 $0 2,146 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/ Russell S. Elmer 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 its General Counsel?

ServiceNow reported that its General Counsel, Russell S. Elmer, had 239 restricted stock units convert into common stock on 11/14/2025, and he relinquished 129 shares to cover tax withholding from this vesting.

How many ServiceNow (NOW) shares does the reporting person own after the Form 4 transactions?

After the reported transactions, Russell S. Elmer directly owned 4,442 shares of ServiceNow common stock.

How many restricted stock units (RSUs) does the ServiceNow (NOW) insider still hold?

Following the 11/14/2025 activity, Russell S. Elmer beneficially owned 2,146 restricted stock units, each representing a right to receive one share of ServiceNow common stock.

What was the purpose of the 129 ServiceNow (NOW) shares relinquished by the insider?

The 129 shares were relinquished in exchange for ServiceNow’s payment of federal and state tax withholding obligations arising from the vesting of restricted stock units, consistent with Rule 16b-3.

What is the vesting schedule for the reported ServiceNow (NOW) restricted stock units?

The restricted stock units vest as to 1/12 of the total shares on a quarterly basis, with the first vesting having occurred on May 15, 2025, subject to the reporting person’s continued service to ServiceNow on each vesting date.

What transaction codes were used in the ServiceNow (NOW) Form 4 filing?

The filing shows code M for the conversion of 239 restricted stock units into common stock and code F for the disposition of 129 shares to cover tax withholding obligations.