ServiceNow (NOW) General Counsel gets 9,470 performance-based RSUs

Rhea-AI Filing Summary

ServiceNow General Counsel receives performance-based stock award

ServiceNow, Inc. reported that its General Counsel, Russell S. Elmer, acquired 9,470 restricted stock units on February 3, 2026. Each unit represents one share of common stock and was granted at a price of $0 per unit.

The award relates to performance-based restricted stock units granted on February 15, 2024, for a performance period from January 1, 2024 through December 31, 2025. The Compensation Committee certified achievement of the performance criteria on February 3, 2026, triggering this first of two tranches. All 9,470 units are scheduled to vest on February 7, 2026, if Elmer continues serving the company through that date.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider ELMER RUSSELL S

Role General Counsel

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	9,470	$0.00	--

Holdings After Transaction: Restricted Stock Units — 9,470 shares (Direct)

Footnotes (1)

1. 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 will vest on February 7, 2026, subject to the reporting person's continued service to the Issuer on such vesting date. 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.

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

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
X	Officer (give title below)		Other (specify below)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

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)	02/03/2026		A		9,470		(2)(3)	(2)(3)	Common Stock	9,470	$0	9,470	D

Explanation of Responses:

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

2. 100% of the shares subject to the restricted stock units will vest on February 7, 2026, subject to the reporting person's continued service to the Issuer on such vesting date.

3. 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.

Remarks:

	/s/ Russell S. Elmer	02/05/2026
	** 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) disclose for February 2026?

ServiceNow disclosed that General Counsel Russell S. Elmer acquired 9,470 restricted stock units on February 3, 2026. These units were granted at $0 per unit and each represents one share of ServiceNow common stock, subject to vesting conditions based on continued service.

Who is the reporting person in the February 2026 ServiceNow (NOW) Form 4?

The reporting person is Russell S. Elmer, General Counsel of ServiceNow, Inc. He is an officer but not a director or 10% owner. The Form 4 reflects his acquisition of performance-based restricted stock units tied to previously established performance criteria.

How many restricted stock units did ServiceNow (NOW) grant to its General Counsel?

ServiceNow granted 9,470 restricted stock units to General Counsel Russell S. Elmer. Each unit represents a contingent right to receive one share of ServiceNow common stock, with vesting dependent on both performance certification and his continued service through the vesting date.

When do the new ServiceNow (NOW) restricted stock units vest?

All 9,470 restricted stock units are scheduled to vest on February 7, 2026. Vesting requires Russell S. Elmer to remain in service with ServiceNow through that date, following earlier certification that performance criteria for the 2024–2025 period were achieved.

What performance period is tied to the ServiceNow (NOW) Form 4 stock units?

The units are tied to a performance period from January 1, 2024 through December 31, 2025. The Compensation Committee certified achievement of the performance criteria on February 3, 2026, causing this first tranche of performance-based restricted stock units to be acquired.

Are the February 2026 ServiceNow (NOW) restricted stock units directly owned?

Yes. The Form 4 shows the 9,470 restricted stock units as directly owned by Russell S. Elmer. The ownership form is listed as direct, with no indication of indirect ownership through another entity or trust in the provided information.