ServiceNow (NYSE: NOW) HR chief nets shares after RSU vesting

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

ServiceNow, Inc. executive Jacqueline P. Canney, Chief People & AI Enablement Officer, reported routine equity compensation activity. On February 6, 2026, she converted 12,001 and 2,630 restricted stock units into common shares at $0 exercise price.

To cover federal and state tax withholding from these RSU vestings, 4,702 and 1,343 common shares were surrendered at $100.74 per share. Following these transactions, she directly held 23,721 ServiceNow common shares and 7,895 restricted stock units, adjusted for a prior 5-for-1 stock split effective December 17, 2025.

Insider Trade Summary

14,631 shares exercised/converted

Mixed 6 txns

Insider Canney Jacqueline P

Role Chief People & AI Enblmt. Off.

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	12,001	$0.00	--
Exercise	Restricted Stock Units	2,630	$0.00	--
Exercise	Common Stock	12,001	$0.00	--
Tax Withholding	Common Stock	4,702	$100.74	$474K
Exercise	Common Stock	2,630	$0.00	--
Tax Withholding	Common Stock	1,343	$100.74	$135K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 27,136 shares (Direct)

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 - 07:46 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^*

Canney Jacqueline P

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief People & AI Enblmt. Off.

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		12,001	A	$0	27,136	D
Common Stock	02/06/2026		F		4,702⁽¹⁾	D	$100.74	22,434	D
Common Stock	02/06/2026		M		2,630	A	$0	25,064	D
Common Stock	02/06/2026		F		1,343⁽¹⁾	D	$100.74	23,721⁽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)
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			12,001	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Common Stock	12,001	$0	0	D
Restricted Stock Units	⁽³⁾	02/06/2026		M			2,630	⁽⁶⁾	⁽⁶⁾	Common Stock	2,630⁽⁷⁾	$0	7,895	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/ Jacqueline P. Canney 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 Jacqueline P. Canney?

ServiceNow reported that executive Jacqueline P. Canney converted 12,001 and 2,630 restricted stock units into common shares on February 6, 2026. She also surrendered 4,702 and 1,343 shares at $100.74 each to satisfy tax withholding obligations related to these RSU vestings.

How many ServiceNow (NOW) shares does Jacqueline P. Canney own after this Form 4?

After the reported transactions, Jacqueline P. Canney directly held 23,721 shares of ServiceNow common stock. She also beneficially owned 7,895 restricted stock units, which represent contingent rights to receive an equivalent number of shares, subject to the applicable vesting conditions and continued service.

Were the ServiceNow (NOW) insider transactions open-market sales or tax withholdings?

The reported dispositions were for tax withholding, not open-market sales. A total of 4,702 and 1,343 shares were relinquished to cover federal and state tax obligations arising from RSU vestings, in accordance with Rule 16b-3, rather than discretionary share sales by the executive.

What restricted stock unit activity did ServiceNow (NOW) disclose for February 6, 2026?

ServiceNow disclosed that 12,001 RSUs and 2,630 RSUs held by Jacqueline P. Canney were converted into common shares on February 6, 2026. The RSUs had a $0 exercise price, reflecting typical equity compensation vesting rather than a purchased option exercise transaction by the executive.

How did ServiceNow’s (NOW) 5-for-1 stock split affect this Form 4?

The Form 4 states that all reported numbers reflect ServiceNow’s 5-for-1 stock split effective December 17, 2025. The reporting person received four additional shares for each share held, and the share and RSU amounts in this filing were adjusted to incorporate the completed stock split.

What role does Jacqueline P. Canney hold at ServiceNow (NOW)?

Jacqueline P. Canney is identified as ServiceNow’s Chief People & AI Enablement Officer. The Form 4 shows her equity-based compensation activity, including restricted stock unit vesting and related share withholding for taxes, consistent with compensation granted in connection with her officer responsibilities at the company.