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ServiceNow (NOW) legal chief logs RSU vesting and tax-withholding share transfers

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

ServiceNow, Inc. Pres. & Chief Legal Officer Hossein Nowbar reported routine equity compensation activity involving restricted stock units. On May 15, 2026, he acquired common stock through the vesting and conversion of RSUs in two blocks of 2,209 and 2,857 shares. To cover federal and state tax withholding obligations from these RSU vestings, he relinquished 870 and 1,125 shares of common stock at a price of $95.07 per share, as permitted under Rule 16b-3. The transactions reflect derivative exercises and tax-withholding dispositions rather than open-market buying or selling.

Positive

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Negative

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Insider Nowbar Hossein
Role Pres. & Chief Legal Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 2,857 $0.00 --
Exercise Restricted Stock Units 2,209 $0.00 --
Exercise Common Stock 2,857 $0.00 --
Tax Withholding Common Stock 1,125 $95.07 $107K
Exercise Common Stock 2,209 $0.00 --
Tax Withholding Common Stock 870 $95.07 $83K
Holdings After Transaction: Restricted Stock Units — 28,570 shares (Direct, null); Common Stock — 5,017 shares (Direct, null)
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. The restricted stock units vest as to 1/12th of the total shares quarterly, with the first vesting having occurred on February 13, 2026, 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.
Tax-withholding shares (lot 1) 870 shares at $95.07 Common stock relinquished for tax obligations on May 15, 2026
Tax-withholding shares (lot 2) 1,125 shares at $95.07 Additional common stock relinquished for tax obligations
RSU-derived shares (block 1) 2,209 shares Common stock acquired via RSU conversion on May 15, 2026
RSU-derived shares (block 2) 2,857 shares Additional common stock acquired via RSU conversion
Total derivative exercises 5,066 shares Exercise or conversion shares summarized for this Form 4
Total tax-withholding shares 1,995 shares Shares used to satisfy tax obligations on RSU vesting
Restricted Stock Units financial
"The restricted stock units vest as to 1/12th of the total shares quarterly"
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 ... 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
"payment of federal and state tax withholding obligations of the Reporting Person"
derivative exercise/conversion financial
"transaction_action: "derivative exercise/conversion" for RSU-related entries"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Nowbar Hossein
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Pres. & Chief Legal Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/15/2026M2,857A$05,017D
Common Stock05/15/2026F1,125(1)D$95.073,892D
Common Stock05/15/2026M2,209A$06,101D
Common Stock05/15/2026F870(1)D$95.075,231D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(2)05/15/2026M2,857 (3) (3)Common Stock2,857$028,570D
Restricted Stock Units(2)05/15/2026M2,209 (4) (4)Common Stock2,209$024,303D
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 1/12th of the total shares quarterly, with the first vesting having occurred on February 13, 2026, and subject to the Reporting Person's continued service to the Issuer on each vesting date.
4. 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/ Hossein Nowbar05/18/2026
** Signature of Reporting PersonDate
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