NOW Form 4: McBride vests RSUs and relinquishes shares to cover taxes

Rhea-AI Filing Summary

ServiceNow Principal Accounting Officer Kevin Thomas McBride reported multiple equity transactions on 08/07/2025. Portions of performance-based and service-based restricted stock units vested, producing share acquisitions and automatic relinquishments to satisfy federal and state tax withholding obligations. The filing shows share-for-tax-withholding transactions executed at $874.12 per share and notes that 8 shares were acquired under the company ESPP on 07/31/2025. Following the reported transactions the Form 4 lists direct beneficial ownership of common stock reaching 5,093 shares.

The filing also details vesting schedules: certain performance RSUs granted 02/15/2024 vested 30% on 02/07/2025 and 15% on 08/07/2025 with remaining tranches through 02/07/2027, while other RSUs vest quarterly (1/16th) beginning 05/07/2024. The relinquishments are described as made in accordance with Rule 16b-3.

Insights

Financial Analyst

TL;DR: Routine RSU vesting and sell-to-cover tax-withholding; transaction sizes are modest and not a material corporate event.

The Form 4 documents multiple RSU vesting events on 08/07/2025 that resulted in the acquisition of shares and contemporaneous relinquishments to satisfy tax obligations at $874.12 per share. Reported acquired amounts include tranches of 309, 199, and 335 shares; reported relinquishments include 147, 95, and 159 shares. The filing lists direct beneficial ownership up to 5,093 shares after these transactions. From a financial perspective these are compensation-related movements rather than open-market directional trades, so investor impact is neutral.

Corporate Governance Expert

TL;DR: Disclosures and mechanics align with standard equity compensation practices and Rule 16b-3; governance implications are minimal.

The filing explicitly states that certain shares were relinquished to cover tax withholding in accordance with Rule 16b-3, and it discloses vesting schedules for both performance-based and time-based restricted stock units. The performance RSUs (granted 02/15/2024) had specified percentages vesting on set dates through 02/07/2027, and other RSUs vest quarterly (1/16th). The transactions appear to follow required disclosure protocols and internal compensation plan terms, indicating routine governance compliance rather than a material governance event.

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^*

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)
08/07/2025

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		309	A	$0	4,801(1)	D
Common Stock	08/07/2025		F		147(2)	D	$874.12	4,654	D
Common Stock	08/07/2025		M		199	A	$0	4,853	D
Common Stock	08/07/2025		F		95(2)	D	$874.12	4,758	D
Common Stock	08/07/2025		M		335	A	$0	5,093	D
Common Stock	08/07/2025		F		159(2)	D	$874.12	4,934	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)	08/07/2025		M			309	(4)	(4)	Common Stock	309	$0	1,135	D
Restricted Stock Units	(3)	08/07/2025		M			199	(5)	(5)	Common Stock	199	$0	1,986	D
Restricted Stock Units	(6)	08/07/2025		M			335	(7)	(7)	Common Stock	335	$0	446	D

Explanation of Responses:

1. Includes 8 shares acquired under the Issuer's Employee Stock Purchase Plan on July 31, 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 RSUs granted February 15, 2024, as determined by the Compensation Committee on February 7, 2025. 30% of the shares subject to the RSUs vested on February 7, 2025, and 15% of the shares subject to the RSUs vested on August 7, 2025. The remaining shares subject to the RSUs will vest as follows: 15% on February 7, 2026, 20% on August 7, 2026, and 20% on February 7, 2027, provided the reporting person is employed by or is providing services to the Issuer on each applicable 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 7, 2024, and subject to the Reporting Person's continued service to the Issuer on each vesting date.

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

7. 29.17% of the shares subject to the restricted stock units vested on February 7, 2023, and the remaining restricted stock units vest in equal quarterly installments over three (3) years (with the final vest prorated), and subject to the continued service of the Reporting Person on each vesting date.

Remarks:

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

Who filed the Form 4 for ServiceNow (NOW)?

Kevin Thomas McBride, identified as the reporting person and an officer (Principal Accounting Officer) of ServiceNow (NOW).

What transactions are reported on the Form 4 for NOW?

On 08/07/2025 the filing reports vested restricted stock units converting to common stock and shares relinquished to satisfy tax withholding; some shares were also acquired under the ESPP on 07/31/2025.

How many shares were acquired and relinquished in the reported transactions?

The Form shows acquisitions of 309, 199, and 335 shares (totaling 843) and relinquishments of 147, 95, and 159 shares (totaling 401); reported direct beneficial ownership reaches 5,093 shares following the transactions.

Why were shares relinquished in these transactions?

The filing states shares were relinquished to satisfy the reporting person’s federal and state tax withholding obligations resulting from RSU vesting, executed in accordance with Rule 16b-3.

What vesting schedules are disclosed for the RSUs?

Performance RSUs granted 02/15/2024 vested 30% on 02/07/2025 and 15% on 08/07/2025 with remaining vesting through 02/07/2027; other RSUs vest 1/16th quarterly beginning 05/07/2024 as disclosed.

At what price were shares sold or withheld for taxes?

The Form reports tax-withholding transactions at a price of $874.12 per share.