ServiceNow (NYSE: NOW) grants performance-based RSUs to accounting chief

Rhea-AI Filing Summary

ServiceNow, Inc. principal accounting officer Kevin Thomas McBride reported awards of restricted stock units tied to company performance. On February 9, 2026, he acquired 3,284 RSUs from a February 15, 2023 grant and 6,605 RSUs from a February 18, 2025 grant, both at $0 per unit.

Each RSU represents the right to receive one share of common stock. The newly acquired 2025 performance-based RSUs vest in stages between February 15, 2026 and February 15, 2028, subject to continued service and achievement of specified performance criteria.

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^*

McBride Kevin Thomas

(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
X	Officer (give title below)		Other (specify below)
	Principal Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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

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	(1)	02/09/2026		A		3,284		(2)	(2)	Common Stock	3,284	$0	6,569	D
Restricted Stock Units	(1)	02/09/2026		A		6,605		(3)	(3)	Common Stock	6,605	$0	6,605	D

Explanation of Responses:

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

2. Additional shares scheduled to vest on February 17, 2026, pursuant to the terms of the performance-based restricted stock units ("RSUs") granted February 15, 2023, based on the Issuer's total shareholder return relative to the S&P 500 for the three years ended December 31, 2025, as determined by the Compensation Committee on February 9, 2026.

3. Acquired upon achievement of certain performance criteria pursuant to the performance-based RSUs granted February 18, 2025, as determined by the Compensation Committee on February 9, 2026. Shares subject to the RSUs will vest as follows: 33.33% on February 15, 2026, 16.66% on August 15, 2026, 16.67% on February 15, 2027, 16.67% on August 15, 2027, and 16.67% on February 15, 2028, provided the reporting person is employed by or is providing services to the Issuer on each applicable vesting date.

Remarks:

	/s/ Kevin Thomas McBride by Hagen Ganem, Attorney-in-Fact	02/11/2026
	** 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.

FAQ

What insider transaction did ServiceNow (NOW) report for Kevin Thomas McBride?

ServiceNow reported that principal accounting officer Kevin Thomas McBride received two awards of restricted stock units. He acquired 3,284 RSUs from a 2023 grant and 6,605 RSUs from a 2025 performance-based grant, both effective February 9, 2026 at a price of $0 per unit.

How many ServiceNow (NOW) restricted stock units were granted on February 9, 2026?

On February 9, 2026, Kevin Thomas McBride was credited with 3,284 restricted stock units and 6,605 additional performance-based restricted stock units. Each RSU represents a contingent right to receive one share of ServiceNow common stock, subject to vesting and performance conditions described in the awards.

What performance conditions apply to Kevin McBride’s ServiceNow (NOW) RSUs?

Some RSUs depend on ServiceNow’s total shareholder return versus the S&P 500 over three years ending December 31, 2025. Others were acquired upon achievement of specified performance criteria under a February 18, 2025 grant, as determined by the Compensation Committee on February 9, 2026.

What is the vesting schedule for the 2025 performance-based RSUs at ServiceNow (NOW)?

The 2025 performance-based RSUs vest in five tranches: 33.33% on February 15, 2026; 16.66% on August 15, 2026; 16.67% on February 15, 2027; 16.67% on August 15, 2027; and 16.67% on February 15, 2028, subject to continued service.

What does each ServiceNow (NOW) restricted stock unit represent in this Form 4?

Each restricted stock unit represents a contingent right to receive one share of ServiceNow common stock. Delivery of shares occurs only if the vesting and, where applicable, performance conditions are satisfied, and the reporting person remains employed or providing services on each vesting date.

What role does the Compensation Committee play in these ServiceNow (NOW) RSUs?

The Compensation Committee determined performance outcomes for the RSUs on February 9, 2026. For the 2023 and 2025 performance-based grants, the number of RSUs credited depended on criteria such as total shareholder return and other performance measures evaluated by the committee.