ServiceNow (NOW) CEO McDermott converts RSUs and surrenders shares for tax

Rhea-AI Filing Summary

ServiceNow Chairman & CEO William R. McDermott reported equity compensation activity rather than open-market trading. He exercised 8,765 restricted stock units into an equal number of common shares and, in a separate step, 4,712 shares were relinquished to cover federal and state tax withholding obligations tied to RSU vesting, as described under Rule 16b-3.

After these transactions, he directly holds 162,287 shares of ServiceNow common stock and indirectly holds 24,405 shares through a trust. A remaining 17,540 restricted stock units continue to vest over time, subject to his continued service, under a schedule where small portions vested in 2024 and the bulk began vesting quarterly starting February 7, 2025.

Insights

Equity compensation analyst

CEO activity reflects routine RSU vesting, exercise and tax withholding, not open-market buying or selling.

William R. McDermott exercised 8,765 restricted stock units into common stock and had 4,712 shares withheld to satisfy tax obligations from RSU vesting. The filing notes this was done in accordance with Rule 16b-3, which typically governs board-approved, compensation-related transactions.

Following these events, he directly owns 162,287 common shares and indirectly 24,405 shares via a trust, plus 17,540 remaining RSUs. Because no open-market purchases or sales occurred and the net change is modest relative to his total position, this looks like standard equity compensation administration rather than a signal about his view of ServiceNow’s stock.

Insider Trade Summary

8,765 shares exercised/converted

Mixed 4 txns

Insider McDermott William R

Role Chairman & CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	8,765	$0.00	--
Exercise	Common Stock	8,765	$0.00	--
Tax Withholding	Common Stock	4,712	$93.59	$441K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 17,540 shares (Direct, null); Common Stock — 166,999 shares (Direct, null); Common Stock — 24,405 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. 3.33% of the shares subject to the restricted stock units vested on each of May 7, 2024, and August 7, 2024, 3.34% of the shares subject to the restricted stock units vested on November 7, 2024, and the remaining 90% of the shares subject to the restricted stock units began vesting quarterly on February 7, 2025, and subject to the reporting person's continued service to the Issuer on each vesting date.

Key Figures

RSUs exercised: 8,765 units Shares relinquished for taxes: 4,712 shares at $93.59 Direct holdings after transactions: 162,287 shares +3 more

6 metrics

RSUs exercised 8,765 units Restricted stock units converted to common stock on May 7, 2026

Shares relinquished for taxes 4,712 shares at $93.59 Tax-withholding disposition related to RSU vesting

Direct holdings after transactions 162,287 shares Common stock directly owned following reported transactions

Indirect holdings via trust 24,405 shares Common stock held indirectly by trust

Remaining RSUs 17,540 units Restricted stock units outstanding after conversion

RSU vesting start for bulk February 7, 2025 Remaining 90% of RSUs began vesting quarterly on this date

Key Terms

Restricted Stock Units, Rule 16b-3, tax withholding obligations, contingent right, +1 more

5 terms

Restricted Stock Units financial

"Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Rule 16b-3 regulatory

"Represents shares relinquished by the Reporting Person ... in accordance with Rule 16b-3."

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

tax withholding obligations financial

"Issuer's payment of federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs"

contingent right financial

"Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock."

vesting financial

"the remaining 90% of the shares subject to the restricted stock units began vesting quarterly on February 7, 2025"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

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 CALIFORNIA 95054

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026

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

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

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

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	05/07/2026		M		8,765	A	$0	166,999	D
Common Stock	05/07/2026		F		4,712(1)	D	$93.59	162,287	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)	05/07/2026		M			8,765	(3)	(3)	Common Stock	8,765	$0	17,540	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. 3.33% of the shares subject to the restricted stock units vested on each of May 7, 2024, and August 7, 2024, 3.34% of the shares subject to the restricted stock units vested on November 7, 2024, and the remaining 90% of the shares subject to the restricted stock units began vesting quarterly on February 7, 2025, and subject to the reporting person's continued service to the Issuer on each vesting date.

Remarks:

	/s/ William R. McDermott by Hossein Nowbar, Attorney-in-Fact	05/11/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

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

He reported routine equity compensation activity: 8,765 restricted stock units converted into common shares and 4,712 shares relinquished to cover tax withholding obligations arising from RSU vesting under Rule 16b-3.

Did the ServiceNow (NOW) CEO buy or sell shares on the open market?

No open-market trades were reported. Shares were acquired through RSU conversion and a portion was surrendered to satisfy federal and state tax withholding obligations associated with those vesting restricted stock units.

How many ServiceNow (NOW) shares does the CEO own after these transactions?

After these transactions, William McDermott directly owns 162,287 shares of ServiceNow common stock and indirectly owns 24,405 additional shares held through a trust, as disclosed in the Form 4 filing.

What happened to the 4,712 ServiceNow (NOW) shares shown as a disposition?

The 4,712 shares were relinquished in exchange for the company paying William McDermott’s federal and state tax withholding obligations arising from RSU vesting, a tax-withholding disposition rather than an open-market sale.

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

He holds 17,540 restricted stock units after the reported conversion. Each RSU represents a contingent right to receive one ServiceNow common share, subject to the applicable vesting schedule and his continued service.

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

3.33% of the RSU grant vested on May 7 and August 7, 2024, 3.34% vested on November 7, 2024, and the remaining 90% began vesting quarterly on February 7, 2025, subject to his continued service.