[Form 4] SERVICENOW, INC. Insider Trading Activity

Rhea-AI Filing Summary

flyExclusive, Inc. (NYSE American: FLYX) filed an 8-K (Item 8.01) announcing it has waived the lock-up that restricted EG Sponsor LLC from selling 5.625 MM Class A shares and 4.333 MM warrants until 27 Dec 2026. The waiver, executed 25 Jul 2025 and effective immediately, is intended to clear a March 2025 Russell 2000 rule that bars index inclusion while such restrictions are in place. Management believes Russell inclusion would raise trading volume, liquidity and enhance access to its at-the-market program.

The Audit & Risk Committee and the full Board (with interested directors Gregg Hymowitz and Gary Fegel recused) approved the waiver in line with company policy. All other terms of the 2021 Letter Agreement between the Company and EG Sponsor LLC remain unchanged.

No financial metrics were disclosed; the filing is limited to governance actions surrounding the share release and potential index listing.

Insights

Securities Analyst

TL;DR Waiver boosts free float for Russell 2000 bid; liquidity up, supply risk rises—net moderately positive.

The immediate float increase removes the only hurdle to Russell 2000 eligibility, a catalyst that historically drives incremental index-tracker demand and tighter spreads. Greater liquidity can lower capital costs, aiding the existing ATM facility. Although 5.6 MM shares (~x % of outstanding*) and 4.3 MM warrants may pressure the stock if EG Sponsor sells, sponsor’s ongoing financing activity suggests orderly disposition. Governance boxes were ticked via independent committee approval, limiting conflicts. Overall, I view the action as impactful, slightly accretive to valuation multiples through enhanced marketability.

Corporate Governance Expert

TL;DR Early lock-up release raises dilution concerns; governance process sound but investor perception risk remains.

Lock-ups are negotiated safeguards; shortening them two years early can unsettle minority holders. Even with Audit Committee approval, waiving 10 %+ of share supply may be viewed as favoring the sponsor. The company’s rationale—index inclusion—is strategic, yet not guaranteed. Should EG Sponsor monetize quickly, downward price pressure could outweigh liquidity gains. From a governance risk perspective the transaction is compliant but shareholder-alignment optics weaken.

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
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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).

1. Name and Address of Reporting Person^*

Canney Jacqueline P

(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)
	Chief People & AI Enblmt. Off.

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2025

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
Employee Stock Option (Right to Buy)	$655.94	07/24/2025		A		3,915		(1)	12/13/2031	Common Stock	3,915	$655.94	19,575	D

Explanation of Responses:

1. As the Issuer has previously disclosed, on December 13, 2021, a Performance Stock Option ("PSO") was granted to the Reporting Person. The Issuer also disclosed that there are eight separate tranches to the PSO and any tranche may vest only if both subscription revenue and stock price performance metrics are met, in addition to service requirements. The performance period ends September 30, 2026. On July 24, 2025, the Issuer's Compensation Committee certified achievement of the subscription revenue metric for Tranche Five of the PSO. Despite having met this performance metric, the shares for Tranche Five have not yet vested. They may vest, if at all, only if: (i) achievement of the applicable stock price metric is certified; and (ii) the Reporting Person is an employee of the Issuer on such vesting date. As of July 24, 2025, 15,660 of the options are fully vested and remain exercisable.

Remarks:

	/s/ Jacqueline P. Canney by Russell S. Elmer, Attorney-in-Fact	07/28/2025
	** 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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