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NOW Insider Filing: RSU Vesting and Tax-Withheld Share Surrender Explained

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

ServiceNow insider filing shows restricted stock units vesting and related tax-withholding share surrender by General Counsel Russell S. Elmer. The report covers transactions dated 08/07/2025 that resulted from the vesting of 415 restricted stock units, each representing a contingent right to one share. To satisfy tax withholding on the vesting, the reporting person relinquished 224 shares at a reported price of $874.12 per share. The Form 4 lists beneficial ownership amounts of 4,857 and 4,633 shares following the reported transactions. The filing is signed by Russell S. Elmer on 08/11/2025 and identifies his role as General Counsel and an officer of ServiceNow, Inc. (NOW).

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Routine RSU vesting with tax-withholding share surrender; transaction size is small relative to company scale and appears non-material.

The Form 4 documents the vesting of 415 RSUs and the surrender of 224 shares to cover tax obligations at $874.12 per share. This is a common administrative action following equity vesting and does not indicate a market sale for liquidity. Beneficial ownership after the transactions is reported as 4,857 and 4,633 shares on separate reported lines. No additional changes to duties, control, or compensatory arrangements are disclosed in this filing.

TL;DR: Disclosure is consistent with standard insider reporting for RSU vesting and tax withholding; no governance concerns are evident.

The filing identifies Russell S. Elmer as General Counsel and reports RSU-related activity dated 08/07/2025. The explanation states shares were relinquished to satisfy tax withholding obligations and reiterates the RSU vesting schedule terms previously disclosed (percentages and vesting cadence). The signature dated 08/11/2025 completes the required attestation. There are no indications of unusual hedging, pledging, or agreements affecting beneficial ownership in this Form 4.

Insider ELMER RUSSELL S
Role General Counsel
Type Security Shares Price Value
Exercise Restricted Stock Units 415 $0.00 --
Exercise Common Stock 415 $0.00 --
Tax Withholding Common Stock 224 $874.12 $196K
Holdings After Transaction: Restricted Stock Units — 2,076 shares (Direct); Common Stock — 4,857 shares (Direct)
Footnotes (1)
  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. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. 3.33% of the shares subject to the restricted stock units vested on each of May 7, 2024, and August 7, 2024, 3.34% of the shares subject to the restricted stock units vested on November 7, 2024, and the remaining 90% of the shares subject to the restricted stock units will vest quarterly beginning on February 7, 2025, and subject to the reporting person's continued service to the Issuer on each vesting date.
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)
08/07/2025
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 08/07/2025 M 415 A $0 4,857 D
Common Stock 08/07/2025 F 224(1) D $874.12 4,633 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) 08/07/2025 M 415 (3) (3) Common Stock 415 $0 2,076 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. 3.33% of the shares subject to the restricted stock units vested on each of May 7, 2024, and August 7, 2024, 3.34% of the shares subject to the restricted stock units vested on November 7, 2024, and the remaining 90% of the shares subject to the restricted stock units will vest quarterly beginning on February 7, 2025, and subject to the reporting person's continued service to the Issuer on each vesting date.
Remarks:
/s/ Russell S. Elmer 08/11/2025
** 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).
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.

Source: View Original Filing on SEC EDGAR

FAQ

What did the ServiceNow (NOW) Form 4 filed by Russell S. Elmer report?

The Form 4 reported the vesting of 415 restricted stock units and the relinquishment of 224 shares to satisfy tax withholding obligations.

When did the reported transactions for NOW occur?

The transactions are dated 08/07/2025, and the Form 4 was signed on 08/11/2025.

At what price were the tax-withheld shares surrendered in the NOW Form 4?

The Form 4 shows the tax-withheld shares were surrendered at a reported price of $874.12 per share.

How many RSUs converted into common stock according to the filing?

The filing identifies 415 restricted stock units that represent contingent rights to receive one share each.

What beneficial ownership does the filing report after the transactions?

The filing lists beneficial ownership amounts of 4,857 and 4,633 shares following the reported transactions.