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ServiceNow (NOW) Special Counsel reports RSU vesting, tax withholding and post-split holdings

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

ServiceNow (NOW) insider Russell S. Elmer reported equity award activity tied to restricted stock units (RSUs). On February 6, 2026, RSUs covering 9,470 and 2,075 shares of common stock were converted to shares at an exercise price of $0.

To cover federal and state tax withholding from these RSU vestings, Elmer had 3,357 and 1,029 shares of common stock withheld at a price of $100.74 per share, consistent with Rule 16b-3 treatment. After these transactions, he directly held 28,819 shares of common stock and 6,230 RSUs. All reported amounts reflect a 5‑for‑1 stock split that occurred on December 17, 2025. As of February 10, 2026, Elmer ceased to be a Section 16 officer but continues as an employee and Special Counsel.

Positive

  • None.

Negative

  • None.
Insider ELMER RUSSELL S
Role Insider
Type Security Shares Price Value
Exercise Restricted Stock Units 9,470 $0.00 --
Exercise Restricted Stock Units 2,075 $0.00 --
Exercise Common Stock 9,470 $0.00 --
Tax Withholding Common Stock 3,357 $100.74 $338K
Exercise Common Stock 2,075 $0.00 --
Tax Withholding Common Stock 1,029 $100.74 $104K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 31,130 shares (Direct)
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. 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 →
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
X
 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*
ELMER RUSSELL S
(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
Officer (give title below) X Other (specify below)
Special Counsel
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 9,470 A $0 31,130 D
Common Stock 02/06/2026 F 3,357(1) D $100.74 27,773 D
Common Stock 02/06/2026 M 2,075 A $0 29,848 D
Common Stock 02/06/2026 F 1,029(1) D $100.74 28,819(2) 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 (3) 02/06/2026 M 9,470 (4)(5) (4)(5) Common Stock 9,470 $0 0 D
Restricted Stock Units (3) 02/06/2026 M 2,075 (6) (6) Common Stock 2,075(7) $0 6,230 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:
As of February 10, 2026, the reporting person ceased to be a Section 16 officer, but continues to serve as an employee of the Company.
/s/ Russell S. Elmer 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 Russell S. Elmer report at ServiceNow (NOW)?

Russell S. Elmer reported RSU vesting and related share activity. On February 6, 2026, 9,470 and 2,075 RSUs converted into common stock at $0 exercise price, with portions of the resulting shares withheld to satisfy tax obligations.

How many ServiceNow (NOW) RSUs vested for Russell S. Elmer on February 6, 2026?

RSUs covering 9,470 and 2,075 shares of ServiceNow common stock vested for Russell S. Elmer on February 6, 2026. These awards converted into common shares at no cost to him, reflecting equity compensation rather than an open-market purchase.

How were taxes handled on Russell S. Elmer’s RSU vesting at ServiceNow (NOW)?

Taxes were satisfied through share withholding. Elmer relinquished 3,357 and 1,029 ServiceNow common shares at $100.74 per share so the company could pay his federal and state tax withholding obligations arising from the RSU vesting, under Rule 16b-3.

How many ServiceNow (NOW) shares does Russell S. Elmer own after these transactions?

After the reported transactions, Russell S. Elmer directly owned 28,819 shares of ServiceNow common stock and 6,230 restricted stock units. These figures already reflect the 5-for-1 stock split completed on December 17, 2025, which increased his share counts proportionally.

What was the impact of ServiceNow’s 5-for-1 stock split on this Form 4?

ServiceNow’s 5-for-1 stock split on December 17, 2025 increased Elmer’s reported holdings. For each share previously held, he received four additional shares. All numbers in this Form 4, including RSUs and common stock, have been adjusted to reflect this stock split.

What is Russell S. Elmer’s role at ServiceNow (NOW) after February 10, 2026?

As of February 10, 2026, Russell S. Elmer ceased to be a Section 16 officer of ServiceNow. However, he continues serving as an employee of the company in the role of Special Counsel, according to the disclosure remarks in the Form 4 filing.