NOW Insider Activity: RSU Vesting and 280-Share Sale Reported

Rhea-AI Filing Summary

ServiceNow insider trades and RSU vesting reported. Kevin Thomas McBride, ServiceNow principal accounting officer, reported transactions dated 08/15/2025 under a Rule 10b5-1 trading plan. The Form 4 shows a sale of 280 shares at $851.77 and multiple zero-price acquisitions representing the conversion/vesting of restricted stock units (RSUs) and performance-based RSUs.

The derivative section shows 657 RSUs converted to common stock (reported as acquired) and additional RSU-related entries of 47 and 63 units. Some shares were relinquished to satisfy federal and state tax withholding. All holdings are reported as direct ownership.

Insights

Securities Analyst

TL;DR: Insider sold a small stake under a 10b5-1 plan and received multiple RSU vestings, some used for tax withholding.

The Form 4 documents routine insider activity: a planned sale of 280 shares at $851.77 executed under a Rule 10b5-1 plan adopted February 27, 2025, alongside the vesting/conversion of performance and time-based RSUs into common stock. The filing explicitly notes shares were relinquished to cover federal and state tax withholdings, consistent with standard equity compensation settlement practices. Transactions are reported as direct beneficial ownership changes and no derivative exercises with cash payments are recorded other than zero-price RSU conversions.

Compensation / Corporate Governance Expert

TL;DR: Report reflects expected executive compensation vesting and routine tax-withholding share surrender, not an unusual governance event.

The disclosure cites performance-based RSUs granted February 15, 2023 with a multi-year vesting schedule and a performance determination made January 22, 2024. Vesting schedule details and the use of a 10b5-1 plan are provided in the filing, indicating compliance with Rule 16b-3 and standard insider trading frameworks. The nature and timing of vesting and withholding are explicitly described, with remaining performance-contingent vesting subject to relative TSR adjustment through December 31, 2025.

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

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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).

X

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)
08/15/2025

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
Common Stock	08/15/2025		S(1)		280	D	$851.77	4,654	D
Common Stock	08/15/2025		M		657	A	$0	5,311	D
Common Stock	08/15/2025		F		312(2)	D	$867.24	4,999	D
Common Stock	08/15/2025		M		47	A	$0	5,046	D
Common Stock	08/15/2025		F		23(2)	D	$867.24	5,023	D
Common Stock	08/15/2025		M		63	A	$0	5,086	D
Common Stock	08/15/2025		F		30(2)	D	$867.24	5,056	D

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	(3)	08/15/2025		M			657	(4)(5)	(4)(5)	Common Stock	657	$0	657	D
Restricted Stock Units	(3)	08/15/2025		M			47	(3)	(3)	Common Stock	47	$0	284	D
Restricted Stock Units	(3)	08/15/2025		M			63	(3)	(3)	Common Stock	63	$0	628	D

Explanation of Responses:

1. The transactions reported on this Form 4 were effected pursuant to the Rule 10b5-1 trading plan adopted by the Reporting Person on February 27, 2025.

2. 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.

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

4. Acquired upon achievement of certain performance criteria pursuant to the performance-based restricted stock units granted February 15, 2023 under the Issuer's 2021 Equity Incentive Plan. The performance period for the restricted stock units was January 1, 2023 until December 31, 2023, with achievement of the applicable performance criteria subject to determination by the Issuer's Compensation Committee. This determination was obtained on January 22, 2024.

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 is 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.

Remarks:

	/s/ Kevin Thomas McBride by Russell S. Elmer, Attorney-in-Fact	08/19/2025
	** 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).
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FAQ

What trades did Kevin Thomas McBride report on Form 4 for NOW?

The Form 4 reports a sale of 280 shares at $851.77 and multiple RSU-related acquisitions/conversions reported on 08/15/2025.

Were the transactions executed under a trading plan?

Yes. The filing states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted February 27, 2025.

Did any vested RSUs get withheld for taxes?

Yes. The filing explicitly states certain shares were relinquished in exchange for the issuer's payment of federal and state tax withholding obligations.

How many RSUs were converted or acquired in this filing?

The derivative section reports 657 RSUs acquired (conversion to common stock) and additional RSU entries of 47 and 63 units.

Are the reported holdings direct or indirect?

All reported holdings and transactions in the Form 4 are reported as direct (D) beneficial ownership.