ServiceNow (NYSE: NOW) CEO nets shares after RSU vesting and tax withholding

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

ServiceNow Chairman and CEO William R. McDermott reported multiple equity compensation transactions on February 6, 2026. He converted 40,014 restricted stock units and another 8,770 units into common stock at an exercise price of $0.

To cover federal and state tax withholding from these RSU vestings, 18,390 and 4,349 common shares were relinquished at $100.74 per share, leaving 69,370 common shares held directly. He also has 24,405 common shares held indirectly by a trust. The reported figures reflect a 5-for-1 stock split completed on December 17, 2025.

Insider Trade Summary

48,784 shares exercised/converted

Mixed 7 txns

Insider McDermott William R

Role Chairman & CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	40,014	$0.00	--
Exercise	Restricted Stock Units	8,770	$0.00	--
Exercise	Common Stock	40,014	$0.00	--
Tax Withholding	Common Stock	18,390	$100.74	$1.85M
Exercise	Common Stock	8,770	$0.00	--
Tax Withholding	Common Stock	4,349	$100.74	$438K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 83,339 shares (Direct); Common Stock — 24,405 shares (Indirect, by Trust)

Footnotes (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. On December 17, 2025, the Issuer effected a 5-for-1 stock split of its common stock (the "Stock Split"), which resulted in the reporting person receiving four additional shares for each share of common stock of the Issuer held as of such date. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. 100% of the shares subject to the restricted stock units vested on February 7, 2026. Acquired upon Compensation Committee certification on February 3, 2026, of achievement of performance criteria for the January 1, 2024 through December 31, 2025 performance period under performance-based restricted stock units granted February 15, 2024. Represents the first of two tranches; remaining tranches subject to Compensation Committee certification of future performance. 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. The number of securities reported on this Form 4 have been adjusted to reflect the Stock Split.

Form 4 Insider Transactions: What Each Field Means →

02/10/2026 - 07:45 PM

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

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)
02/06/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/06/2026		M		40,014	A	$0	83,339	D
Common Stock	02/06/2026		F		18,390⁽¹⁾	D	$100.74	64,949	D
Common Stock	02/06/2026		M		8,770	A	$0	73,719	D
Common Stock	02/06/2026		F		4,349⁽¹⁾	D	$100.74	69,370⁽²⁾	D
Common Stock								24,405⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	02/06/2026		M			40,014	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Common Stock	40,014	$0	0	D
Restricted Stock Units	⁽³⁾	02/06/2026		M			8,770	⁽⁶⁾	⁽⁶⁾	Common Stock	8,770⁽⁷⁾	$0	26,305	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. On December 17, 2025, the Issuer effected a 5-for-1 stock split of its common stock (the "Stock Split"), which resulted in the reporting person receiving four additional shares for each share of common stock of the Issuer held as of such date.

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

4. 100% of the shares subject to the restricted stock units vested on February 7, 2026.

5. Acquired upon Compensation Committee certification on February 3, 2026, of achievement of performance criteria for the January 1, 2024 through December 31, 2025 performance period under performance-based restricted stock units granted February 15, 2024. Represents the first of two tranches; remaining tranches subject to Compensation Committee certification of future performance.

6. 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.

7. The number of securities reported on this Form 4 have been adjusted to reflect the Stock Split.

Remarks:

	/s/ William R. McDermott by Russell S. Elmer, Attorney-in-Fact	02/10/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did ServiceNow (NOW) report for CEO William McDermott?

William McDermott reported RSU conversions and tax-share relinquishments. On February 6, 2026, he converted 40,014 and 8,770 restricted stock units into common stock and relinquished 18,390 and 4,349 shares at $100.74 per share to satisfy tax withholding obligations tied to those vestings.

How many ServiceNow (NOW) shares does CEO William McDermott hold after these transactions?

After the reported transactions, McDermott holds 69,370 shares directly. He also has 24,405 common shares held indirectly by a trust. These holdings reflect adjustments for ServiceNow’s 5-for-1 stock split completed on December 17, 2025, as noted in the filing footnotes.

Were William McDermott’s ServiceNow (NOW) transactions open-market sales?

The filing shows tax-related share relinquishments, not open-market sales. Shares labeled with code “F” represent stock surrendered to cover federal and state tax withholding on vested RSUs, at a price of $100.74 per share, in accordance with Rule 16b-3 provisions.

What restricted stock unit activity did ServiceNow (NOW) disclose for its CEO?

McDermott converted a total of 48,784 restricted stock units into common stock. One grant of 40,014 RSUs fully vested on February 7, 2026 after performance certification, while another grant of 8,770 RSUs vested according to a time-based schedule described in the filing’s detailed footnotes.

How did ServiceNow’s (NOW) stock split affect William McDermott’s reported holdings?

The filing states all numbers reflect a 5-for-1 stock split. ServiceNow completed this split on December 17, 2025, resulting in four additional shares for each share held. The Form 4 notes that all reported security amounts have been adjusted to account for this split.