ServiceNow CEO reports RSU vesting and tax share swap

ServiceNow, Inc. Chairman & CEO William R. McDermott reported equity award activity and related tax withholding.

Rhea-AI Filing Summary

ServiceNow, Inc. Chairman & CEO William R. McDermott reported equity award activity and related tax withholding. He exercised or converted 6,275 restricted stock units into 6,275 shares of common stock at a stated price of $0 per share. To cover federal and state tax withholding obligations from this RSU vesting, 3,112 shares of common stock were relinquished back to the company at $107.08 per share under Rule 16b-3, rather than sold in the open market. Following these transactions, he directly holds 74,043 shares of common stock, with an additional 24,405 shares held indirectly by a trust. Each restricted stock unit represents one share of common stock and vests in 12 quarterly installments, with the first vesting on May 15, 2025, subject to his continued service.

Insider Trade Summary

6,275 shares exercised/converted

Exercise 4 txns

Insider McDermott William R

Role Chairman & CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	6,275	$0.00	$0.00
Exercise	Common Stock	6,275	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	3,112	$107.08	$333K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 50,190 contracts (Direct); Common Stock — 74,043 shares (Direct); Common Stock — 24,405 shares (Indirect, by Trust)

Footnotes (3)

1. F1. 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. F2. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
3. F3. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did ServiceNow (NOW) CEO William McDermott report in this Form 4?

William McDermott reported the vesting and conversion of 6,275 restricted stock units into common shares, and the relinquishment of 3,112 shares to cover tax withholding obligations. These equity award-related transactions adjusted his direct and indirect ownership positions in ServiceNow common stock.

How many ServiceNow (NOW) shares did the CEO acquire in this transaction?

He acquired 6,275 shares of ServiceNow common stock through the exercise or conversion of 6,275 restricted stock units at a stated price of $0 per share. Each restricted stock unit corresponds to one share of common stock upon vesting, subject to continued service conditions.

Why were 3,112 ServiceNow (NOW) shares relinquished by the CEO?

3,112 shares were relinquished in exchange for the company paying William McDermott’s federal and state tax withholding obligations from the RSU vesting. This tax-withholding disposition, at $107.08 per share, was executed under Rule 16b-3 and not as an open-market sale of shares.

What is William McDermott’s direct ServiceNow (NOW) share ownership after these transactions?

After the reported transactions, William McDermott directly owns 74,043 shares of ServiceNow common stock. This figure reflects the new shares received from RSU conversion and the shares relinquished for tax withholding, as disclosed in the ownership totals following each transaction.

How many ServiceNow (NOW) shares are held indirectly for the CEO and how?

An additional 24,405 shares of ServiceNow common stock are reported as held indirectly by a trust. This indirect position is classified as "by Trust" ownership, separate from his 74,043 directly held shares, reflecting shares held through a related trust arrangement.

How do William McDermott’s restricted stock units in ServiceNow (NOW) vest over time?

The restricted stock units vest in 12 quarterly installments, with 1/12 of the total shares vesting each quarter. The first vesting occurred on May 15, 2025, and each subsequent vesting requires William McDermott’s continued service with ServiceNow on the applicable vesting date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/18/2026 - 06:58 PM Learn about SEC filing dates

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)
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		6,275	A	$0	77,155	D
Common Stock	02/13/2026		F		3,112(1)	D	$107.08	74,043	D
Common Stock								24,405	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)	02/13/2026		M			6,275	(3)	(3)	Common Stock	6,275	$0	50,190	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	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.