NOW Insider Filing: General Counsel Reports RSU Vesting, Partial Sale at $867.24

Rhea-AI Filing Summary

Russell S. Elmer, General Counsel of ServiceNow, Inc. (NOW), reported multiple equity transactions on 08/15/2025 involving restricted stock units (RSUs) and common stock. The filing shows three separate non‑derivative acquisitions of common stock totaling 2,887 shares acquired with a $0 price (these represent vested RSUs converting to shares). The filing also reports four dispositions totaling 1,651 shares surrendered to satisfy federal and state tax withholding obligations and a related sale at $867.24 per share for a portion of shares.

The Table II entries confirm RSU vesting events linked to performance and service schedules from grants made under the 2021 Equity Incentive Plan, including performance‑based RSUs granted February 15, 2023 with vesting tied to relative TSR versus the S&P 500 and multi‑date service vesting for other awards.

Positive

• RSU vesting occurred, converting restricted stock units into common shares, demonstrating compensation realized under the company plan
• Performance‑based awards cite relative TSR vs. the S&P 500, aligning part of executive pay with long‑term shareholder returns
• Tax withholding was satisfied by share surrender, a standard and non‑dilutive method to cover withholding obligations

Negative

• Partial sale at $867.24 per share indicates shares were sold to cover taxes, reducing the reporting person's beneficial holdings
• Multiple disposition entries reduced net reported ownership, though magnitude appears modest relative to total outstanding shares (not disclosed here)

Insights

Corporate Governance Expert

TL;DR: Officer reported scheduled RSU vesting and tax‑withholding share dispositions; transactions appear routine and plan‑driven.

The filing documents routine equity compensation mechanics: conversion of RSUs into shares, tax withholding via share surrender, and a partial sale at $867.24 to cover tax obligations. The performance‑based RSUs reference objective metrics (relative TSR vs. S&P 500) and a multi‑year vesting schedule, indicating alignment of long‑term executive incentives with shareholder returns. No discretionary or unusual insider trading flags are evident from the disclosed data.

Securities Analyst

TL;DR: Insider vesting and withholding actions changed the reporting person’s share count modestly; transactions are not material to company capitalization.

The reported net changes show acquisitions of vested RSUs (2,887 shares across entries) and dispositions totaling 1,651 shares for tax withholding and sale, leaving reported beneficial holdings in the low thousands per line items. The partial sale price of $867.24 provides a concrete price point for the withholding sale. These moves reflect compensation realization rather than open‑market investment shifts that would materially affect supply or signal atypical insider behavior.

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).

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)
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		M		2,471	A	$0	7,167	D
Common Stock	08/15/2025		F		1,329(1)	D	$867.24	5,838	D
Common Stock	08/15/2025		M		178	A	$0	6,016	D
Common Stock	08/15/2025		F		96(1)	D	$867.24	5,920	D
Common Stock	08/15/2025		M		238	A	$0	6,158	D
Common Stock	08/15/2025		F		128(1)	D	$867.24	6,030	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	(2)	08/15/2025		M			2,471	(3)(4)	(3)(4)	Common Stock	2,471	$0	2,474	D
Restricted Stock Units	(2)	08/15/2025		M			178	(5)	(5)	Common Stock	178	$0	1,065	D
Restricted Stock Units	(2)	08/15/2025		M			238	(6)	(6)	Common Stock	238	$0	2,385	D

Explanation of Responses:

1. 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.

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

3. 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.

4. 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.

5. The restricted stock units vest as to 1/16th of the total shares quarterly, with the first vesting having occurred on May 17, 2023, and subject to the Reporting Person's continued service to the Issuer on each vesting date.

6. The restricted stock units vest as to 1/12th of the total shares quarterly, with the first vesting having occurred on May 15, 2025, and subject to the Reporting Person's continued service to the Issuer on each vesting date.

Remarks:

	/s/ Russell S. Elmer	08/19/2025
	** 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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FAQ

What transactions did ServiceNow (NOW) insider Russell S. Elmer report on Form 4?

The filing reports RSU vesting that converted into common stock (totaling 2,887 acquired shares across entries) and dispositions of 1,651 shares to satisfy tax withholding and a sale at $867.24 per share.

Were any of the reported RSUs performance‑based?

Yes. The filing cites performance‑based restricted stock units granted on February 15, 2023 whose final vesting is partially contingent on relative total shareholder return versus the S&P 500 for the 2023–2025 period.

Did the Form 4 indicate unusual or opportunistic trading by the reporting person?

No. The transactions disclosed—RSU vesting, share surrender for tax withholding, and a partial sale to cover taxes—are presented as routine compensation‑related actions.

How many shares remained beneficially owned after the reported transactions?

Table lines show various post‑transaction beneficial ownership figures by line item, including counts such as 7,167, 5,920, and 6,158 shares for different entries; aggregate totals are not explicitly summed in the filing.

What plan governs the RSUs mentioned in the filing?

The RSUs were granted under the issuer’s 2021 Equity Incentive Plan, per the Form 4 disclosures.