ServiceNow (NOW) CEO awarded 40,014 performance-based RSUs after targets met

Rhea-AI Filing Summary

ServiceNow, Inc. reported that Chairman & CEO William R. McDermott received 40,014 restricted stock units on February 3, 2026. Each unit represents one share of common stock. The award was earned after the Compensation Committee certified performance for the January 1, 2024 through December 31, 2025 period.

All 40,014 restricted stock units are scheduled to vest on February 7, 2026, contingent on his continued service with ServiceNow through that date. The filing notes this represents the first of two tranches under a performance-based restricted stock unit grant originally awarded on February 15, 2024.

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)
02/03/2026

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		40,014		(2)(3)	(2)(3)	Common Stock	40,014	$0	40,014	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/ William R. McDermott by Russell S. Elmer, Attorney-in-Fact	02/05/2026
	** 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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What equity award did ServiceNow (NOW) CEO William McDermott receive?

William R. McDermott received 40,014 restricted stock units on February 3, 2026. Each unit represents a contingent right to receive one share of ServiceNow common stock, earned after certification of performance for the January 1, 2024 through December 31, 2025 performance period.

When do William McDermott’s new ServiceNow (NOW) RSUs vest?

All 40,014 restricted stock units are scheduled to vest on February 7, 2026. Vesting is conditioned on McDermott’s continued service to ServiceNow through that date, meaning he must remain in his role until then for the award to fully vest.

Are William McDermott’s new ServiceNow (NOW) RSUs performance-based?

Yes. The 40,014 restricted stock units were acquired after the Compensation Committee certified achievement of performance criteria. Those criteria applied to the January 1, 2024 through December 31, 2025 performance period under a performance-based RSU grant made on February 15, 2024.

Is this ServiceNow (NOW) RSU grant to McDermott part of a larger award?

Yes. The filing states this RSU issuance represents the first of two tranches under a performance-based restricted stock unit grant dated February 15, 2024. Remaining tranches depend on future Compensation Committee certification of performance before additional units can be earned.

What role does William McDermott hold at ServiceNow (NOW) in this Form 4?

In this Form 4, William R. McDermott is identified as both a director and an officer of ServiceNow, serving as Chairman & CEO. The filing reflects equity compensation reported for him as a single reporting person under Section 16 requirements.

What does each ServiceNow (NOW) restricted stock unit reported for McDermott represent?

Each restricted stock unit reported represents a contingent right to receive one share of ServiceNow common stock. Actual receipt of shares occurs only upon vesting, which, for this tranche, is scheduled for February 7, 2026, subject to McDermott’s continued service.