ServiceNow (NOW) CEO McDermott logs major RSU grant and tax share withholdings

Rhea-AI Filing Summary

ServiceNow, Inc. Chairman & CEO William R. McDermott reported several equity compensation transactions in company stock and restricted stock units on February 17, 2026. He received a grant of 106,518 restricted stock units, each representing a contingent right to one share of common stock, which will vest in 12 equal quarterly installments beginning on May 15, 2026, subject to continued service.

Existing restricted stock units were exercised into common stock in multiple transactions, including 4,160 and 115,860 units converted to common shares. To cover federal and state tax withholding obligations from RSU vesting, McDermott had 2,236 and 62,275 common shares withheld by the issuer at a price of $105.9100 per share, characterized as tax-withholding dispositions rather than open-market sales. Following these transactions, he reported 129,552 directly held common shares and 24,405 shares held indirectly by a trust.

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^*

McDermott William R

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		M		4,160	A	$0	78,203	D
Common Stock	02/17/2026		F		2,236(1)	D	$105.91	75,967	D
Common Stock	02/17/2026		M		115,860	A	$0	191,827	D
Common Stock	02/17/2026		F		62,275(1)	D	$105.91	129,552	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	02/17/2026		A		106,518		(3)	(3)	Common Stock	106,518	$0	106,518	D
Restricted Stock Units	(2)	02/17/2026		M			4,160	(4)	(4)	Common Stock	4,160	$0	16,640	D
Restricted Stock Units	(2)	02/17/2026		M			115,860	(5)(6)	(5)(6)	Common Stock	115,860	$0	0	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 will vest in 12 equal quarterly installments, with the first vesting occurring on May 15, 2026, and subject to the reporting person's continued service to the Issuer on each vesting date.

4. The restricted stock units vest in 16 equal quarterly installments, 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.

5. 30% of the shares subject to the restricted stock units vested on February 17, 2024, 15% of the shares subject to the restricted stock units vested on each of August 17, 2024 and February 17, 2025, 20% of the shares subject to the restricted stock units vested on August 17, 2025, and the final vest on February 17, 2026 of 20% of the shares subject to the restricted stock units was subject to adjustment based on the Issuer's 3-year relative total stockholder return performance against the S&P 500 index for the period from January 1, 2023 to December 31, 2025, subject to the reporting person's continued service to the Issuer on each vesting date.

6. Acquired upon Compensation Committee certification on January 22, 2024, of achievement of performance criteria for the January 1, 2023 through December 31, 2023 performance period under performance-based restricted stock units granted February 15, 2023.

Remarks:

	/s/ William R. McDermott by Russell S. Elmer, Attorney-in-Fact	02/19/2026
	** 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 did ServiceNow (NOW) CEO William McDermott report in this Form 4?

William McDermott reported equity compensation activity, including new restricted stock unit grants, exercises of previously granted RSUs into common stock, and shares withheld to cover tax obligations. These transactions adjust his reported ownership but do not reflect open-market stock purchases or sales.

How many new restricted stock units did the ServiceNow CEO receive?

He received a grant of 106,518 restricted stock units. Each unit represents a contingent right to receive one share of ServiceNow common stock, subject to a vesting schedule and his continued service with the company on each specified vesting date.

What is the vesting schedule for William McDermott’s new ServiceNow RSUs?

The new restricted stock units vest in 12 equal quarterly installments, with the first vesting on May 15, 2026. Vesting is conditioned on McDermott’s continued service to ServiceNow on each vesting date specified in the award terms.

Were any of William McDermott’s ServiceNow share dispositions open-market sales?

No, the reported dispositions are labeled with code F and described as shares relinquished to satisfy federal and state tax withholding obligations from RSU vesting. They represent tax-withholding transactions, not discretionary open-market stock sales.

How many ServiceNow common shares does William McDermott hold after these transactions?

After the reported transactions, McDermott directly holds 129,552 shares of ServiceNow common stock. In addition, the filing shows 24,405 shares held indirectly by a trust, reflecting a separate line of indirect ownership.

How were performance-based ServiceNow RSUs referenced in this Form 4?

A footnote explains that certain performance-based restricted stock units were acquired after the Compensation Committee certified achievement of performance criteria for the January 1, 2023 to December 31, 2023 period, under awards originally granted on February 15, 2023.