ServiceNow (NOW) accounting chief logs RSU conversions and tax-share withholdings

Rhea-AI Filing Summary

ServiceNow, Inc. principal accounting officer Kevin Thomas McBride reported multiple equity transactions on common stock and restricted stock units on February 6, 2026. Several restricted stock unit awards were exercised at $0 to deliver shares, while a portion of the resulting common shares was withheld at $100.74 per share to cover tax obligations.

After these conversions and tax withholdings, McBride directly held 27,714 shares of ServiceNow common stock. The filing also notes a prior 5-for-1 stock split and details performance- and time-based vesting schedules that continue through February 7, 2027, subject to ongoing service with the company.

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

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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^*

McBride Kevin Thomas

(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)
	Principal Accounting Officer

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/06/2026		M		1,550	A	$0	27,248(1)	D
Common Stock	02/06/2026		F		583(2)	D	$100.74	26,665	D
Common Stock	02/06/2026		M		995	A	$0	27,660	D
Common Stock	02/06/2026		F		324(2)	D	$100.74	27,336	D
Common Stock	02/06/2026		M		560	A	$0	27,896	D
Common Stock	02/06/2026		F		182(2)	D	$100.74	27,714(3)	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	(4)	02/06/2026		M			1,550	(5)	(5)	Common Stock	1,550(6)	$0	4,125	D
Restricted Stock Units	(4)	02/06/2026		M			995	(7)	(7)	Common Stock	995(6)	$0	7,945	D
Restricted Stock Units	(4)	02/06/2026		M			560	(8)	(8)	Common Stock	560(6)	$0	0	D

Explanation of Responses:

1. Includes 138 shares acquired under the Issuer's Employee Stock Purchase Plan on January 30, 2026.

2. 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.

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.

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

5. Acquired upon achievement of certain performance criteria pursuant to the performance-based RSUs granted February 15, 2024, as determined by the Compensation Committee on February 7, 2025. Shares subject to the RSUs vested as follows: 30% on February 7, 2025, 15% on August 7, 2025, 15% on February 6, 2026, 20% of the shares subject to RSUs will vest on August 7, 2026, and 20% on February 7, 2027, provided the reporting person is employed by or is providing services to the Issuer on each applicable vesting date.

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

7. The restricted stock units vest as to 1/16th of the total shares quarterly, with the first vesting having occurred on May 7, 2024, and subject to the Reporting Person's continued service to the Issuer on each vesting date.

8. The restricted stock units vested as to 29.17% of the total shares on February 7, 2023, and thereafter in equal quarterly installments over the next three (3) years (with the final vest prorated), and subject to the continued service of the Reporting Person on each vesting date.

Remarks:

	/s/ Kevin Thomas McBride 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.
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FAQ

What insider transactions did ServiceNow (NOW) report for Kevin McBride on February 6, 2026?

Kevin Thomas McBride reported multiple equity transactions on February 6, 2026, involving exercises of restricted stock units at $0 and related common stock entries. Some of the newly delivered shares were withheld at $100.74 per share to satisfy tax withholding obligations tied to RSU vesting.

How many ServiceNow (NOW) shares does Kevin McBride hold after this Form 4?

Following the reported transactions, Kevin Thomas McBride directly held 27,714 shares of ServiceNow common stock. This post-transaction balance reflects both RSU conversions into common shares and the shares relinquished to cover required tax withholdings associated with those vesting restricted stock units.

Were Kevin McBride’s ServiceNow (NOW) transactions open-market sales or tax withholdings?

The filing shows transaction code "F" entries representing shares relinquished at $100.74 per share to cover federal and state tax withholding obligations. These are described as shares exchanged for tax payments arising from RSU vesting, not discretionary open-market sales by the reporting person.

What is the nature of the restricted stock units reported for ServiceNow (NOW)?

Each restricted stock unit gives a contingent right to receive one share of ServiceNow common stock. The footnotes describe performance-based RSUs granted on February 15, 2024, and time-based RSUs that vest quarterly, all conditioned on Kevin McBride’s continued service on specified future vesting dates.

How did ServiceNow’s 5-for-1 stock split affect Kevin McBride’s reported holdings?

The filing notes a 5-for-1 stock split effective December 17, 2025, in which four additional shares were issued for each existing share. The number of securities reported on this Form 4 has been adjusted to reflect the split, increasing McBride’s share counts accordingly across the reported positions.

What future vesting schedule is disclosed for Kevin McBride’s ServiceNow (NOW) performance-based RSUs?

The performance-based RSUs granted February 15, 2024 vested 30% on February 7, 2025, 15% on August 7, 2025, and 15% on February 6, 2026. The remaining 40% is scheduled to vest 20% on August 7, 2026 and 20% on February 7, 2027, subject to continued service.