NOW Form 4: McDermott converts RSUs and forfeits shares for tax withholding

Rhea-AI Filing Summary

William R. McDermott, Chairman & CEO of ServiceNow (NOW), reported multiple restricted stock unit vesting events and related share transactions on August 15, 2025. He had 11,586, 832 and 1,255 restricted stock units convert to common stock (reported as acquisition code M) at a $0 per-share conversion, and the filing shows he relinquished 6,228, 448 and 675 shares in separate dispositions to satisfy federal and state tax withholding obligations at a price of $867.24 per share. The Form 4 also reports 4,881 shares indirectly owned by a trust. The RSUs included performance- and time-based awards with specified vesting schedules and a performance adjustment tied to 3-year relative total stockholder return versus the S&P 500.

Positive

• Material vesting of RSUs: 11,586, 832 and 1,255 restricted stock units converted to common stock, reflecting executed compensation awards
• Performance-based award achievement: A portion of the RSUs were performance-based and determined achieved by the Compensation Committee

Negative

• Share dispositions to cover taxes: Relinquished 6,228, 448 and 675 shares via withholding at $867.24 per share, reducing net newly acquired shares

Insights

Financial Analyst

TL;DR: CEO vesting-generated share increases offset by tax-withholding sales; net shareholding changed but no new open-market buy/sell signal.

The filing documents routine vesting of performance- and service-based restricted stock units that converted to shares on August 15, 2025, and contemporaneous share transfers to cover tax withholding at an identified price of $867.24 per share. These are compensatory transactions rather than discretionary open-market trades, indicating compensation realization rather than active portfolio rebalancing. The reported indirect trust ownership of 4,881 shares remains a small, noted position. Overall, this is a standard executive equity compensation settlement with quantifiable share movements.

Corporate Governance Expert

TL;DR: Transactions reflect standard executive equity governance: performance/time-based vesting and tax withholding mechanics.

The Form 4 discloses multiple RSU vesting events tied to time- and performance-based conditions established under the company plan and confirmed by the Compensation Committee. The reporting includes use of share withholding to satisfy tax obligations consistent with Rule 16b-3 practices. No departures, option grants, or discretionary open-market sales by the reporting person are disclosed. From a governance perspective, documentation and timing appear consistent with standard equity award administration.

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^*

McDermott William R

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

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		11,586	A	$0	19,288	D
Common Stock	08/15/2025		F		6,228(1)	D	$867.24	13,060	D
Common Stock	08/15/2025		M		832	A	$0	13,892	D
Common Stock	08/15/2025		F		448(1)	D	$867.24	13,444	D
Common Stock	08/15/2025		M		1,255	A	$0	14,699	D
Common Stock	08/15/2025		F		675(1)	D	$867.24	14,024	D
Common Stock								4,881	I	by Trust

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			11,586	(3)(4)	(3)(4)	Common Stock	11,586	$0	11,586	D
Restricted Stock Units	(2)	08/15/2025		M			832	(5)	(5)	Common Stock	832	$0	4,992	D
Restricted Stock Units	(2)	08/15/2025		M			1,255	(6)	(6)	Common Stock	1,255	$0	12,548	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. 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.

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. 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/ William R. McDermott 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.
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FAQ

What did ServiceNow (NOW) Chairman & CEO William McDermott report on Form 4?

The Form 4 reports vesting-related acquisitions of 11,586, 832 and 1,255 shares from restricted stock units and concurrent dispositions of 6,228, 448 and 675 shares to satisfy tax withholding at $867.24 per share.

Were the awarded restricted stock units time-based or performance-based?

The filing shows both types: certain RSUs were performance-based with a 3-year relative TSR modifier versus the S&P 500 and others vested on scheduled quarterly/time-based vesting dates.

How many shares are indirectly owned by the reporting person after these transactions?

The Form 4 discloses 4,881 shares held indirectly by a trust; direct beneficial ownership figures following each transaction are listed in the filing tables.

What price was used for the share dispositions to cover taxes?

The share dispositions to satisfy tax withholding are reported at a price of $867.24 per share.

Do these transactions indicate open-market selling by the CEO?

No. The filing indicates shares were relinquished to satisfy tax withholding obligations related to RSU vesting, not discretionary open-market sales.