ServiceNow (NYSE: NOW) CEO exercises RSUs; shares withheld for taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

ServiceNow Chairman & CEO William R. McDermott reported routine equity compensation activity involving restricted stock units that vested into common shares. On May 15, 2026 he exercised RSUs into 19,306 shares, while 10,378 shares were relinquished to cover federal and state tax withholding obligations under Rule 16b-3. Following these transactions he held 171,215 shares directly and 24,405 shares indirectly through a trust, with no open-market purchases or sales reported.

Insider Trade Summary

19,306 shares exercised/converted

Mixed 10 txns

Insider McDermott William R

Role Chairman & CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	4,160	$0.00	--
Exercise	Restricted Stock Units	6,270	$0.00	--
Exercise	Restricted Stock Units	8,876	$0.00	--
Exercise	Common Stock	4,160	$0.00	--
Tax Withholding	Common Stock	2,236	$95.07	$213K
Exercise	Common Stock	6,270	$0.00	--
Tax Withholding	Common Stock	3,371	$95.07	$320K
Exercise	Common Stock	8,876	$0.00	--
Tax Withholding	Common Stock	4,771	$95.07	$454K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 12,480 shares (Direct, null); Common Stock — 166,447 shares (Direct, null); 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. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. The restricted stock units vest as to 1/16th of the total shares quarterly, with the first vesting having occurred on May 17, 2023, and subject to the Reporting Person's continued service to the Issuer on each vesting date. 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. The restricted stock units vest in 12 equal quarterly installments, with the first vesting having occurred on May 15, 2026, and subject to the reporting person's continued service to the Issuer on each vesting date.

Key Figures

RSU exercises into common stock: 19,306 shares Shares relinquished for tax withholding: 10,378 shares Tax withholding share value: $95.07 per share +5 more

8 metrics

RSU exercises into common stock 19,306 shares Common stock acquired from vested restricted stock units on May 15, 2026

Shares relinquished for tax withholding 10,378 shares Shares returned to issuer to satisfy tax obligations on RSU vesting

Tax withholding share value $95.07 per share Reported value for shares used to cover tax liabilities

Direct common stock holdings after transactions 171,215 shares Common stock directly owned by McDermott following Form 4 transactions

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

RSU derivative exercises 19,306 shares Total RSU shares exercised (exerciseShares in transaction summary)

Tax-withholding transactions count 3 transactions Form 4 entries coded F for tax-liability payments in shares

Derivative exercises count 3 transactions Form 4 entries coded M for RSU-to-share conversions

Key Terms

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

5 terms

Restricted Stock Units financial

"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"

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

"shares relinquished by the Reporting Person in exchange for the Issuer's payment of federal and state tax withholding obligations ... 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.

contingent right financial

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

tax withholding obligations financial

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

vest in 12 equal quarterly installments financial

"The restricted stock units vest in 12 equal quarterly installments, with the first vesting having occurred on May 15, 2026"

Form 4 Insider Transactions: What Each Field Means →

05/18/2026 - 08:03 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

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)
05/15/2026

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)
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	05/15/2026		M		4,160	A	$0	166,447	D
Common Stock	05/15/2026		F		2,236⁽¹⁾	D	$95.07	164,211	D
Common Stock	05/15/2026		M		6,270	A	$0	170,481	D
Common Stock	05/15/2026		F		3,371⁽¹⁾	D	$95.07	167,110	D
Common Stock	05/15/2026		M		8,876	A	$0	175,986	D
Common Stock	05/15/2026		F		4,771⁽¹⁾	D	$95.07	171,215	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)
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	⁽²⁾	05/15/2026		M			4,160	⁽³⁾	⁽³⁾	Common Stock	4,160	$0	12,480	D
Restricted Stock Units	⁽²⁾	05/15/2026		M			6,270	⁽⁴⁾	⁽⁴⁾	Common Stock	6,270	$0	43,920	D
Restricted Stock Units	⁽²⁾	05/15/2026		M			8,876	⁽⁵⁾	⁽⁵⁾	Common Stock	8,876	$0	97,642	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 1/16th of the total shares quarterly, with the first vesting having occurred on May 17, 2023, and subject to the Reporting Person's continued service to the Issuer on each vesting date.

4. 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.

5. The restricted stock units vest in 12 equal quarterly installments, with the first vesting having occurred on May 15, 2026, 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	05/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

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

William R. McDermott reported routine equity compensation activity. Restricted stock units vested into common shares, and a portion of those shares was surrendered to ServiceNow to cover federal and state tax withholding obligations, rather than being sold in the open market.

How many ServiceNow (NOW) shares did the CEO acquire through RSU exercises?

McDermott exercised restricted stock units into 19,306 shares of ServiceNow common stock. These shares resulted from multiple RSU awards vesting on May 15, 2026, converting previously granted units into directly owned common shares as part of his ongoing equity compensation program.

How many ServiceNow (NOW) shares were used to cover the CEO’s tax obligations?

A total of 10,378 ServiceNow shares were relinquished to the company to satisfy McDermott’s federal and state tax withholding obligations. These dispositions occurred at a reported value of $95.07 per share and were structured as tax-withholding events under Rule 16b-3, not market sales.

Did the ServiceNow (NOW) CEO sell any shares in the open market in this filing?

The filing shows no open-market purchases or sales by McDermott. Shares labeled with code “F” were relinquished solely to cover tax withholding on vested restricted stock units, meaning they were returned to the issuer rather than sold through public market transactions.

How many ServiceNow (NOW) shares does William R. McDermott own after these transactions?

After the reported transactions, McDermott directly owned 171,215 ServiceNow common shares. He also had 24,405 additional shares held indirectly through a trust. These holdings reflect his equity position following the RSU vesting and related tax-withholding share relinquishments.

What are restricted stock units (RSUs) in the context of ServiceNow (NOW) CEO compensation?

For McDermott, each restricted stock unit represents a contingent right to receive one share of ServiceNow common stock. The RSUs vest in scheduled quarterly installments, subject to his continued service with the company, gradually converting into directly owned shares over time.