[Form 4] SERVICENOW, INC. Insider Trading Activity

Rhea-AI Filing Summary

Gina Mastantuono, President and Chief Financial Officer of ServiceNow, Inc. (NOW), reported several transactions on 08/12/2025 and 08/13/2025. On 08/12/2025 she acquired 228 shares upon vesting of restricted stock units (RSUs). To cover tax withholding tied to that vesting, she relinquished 123 shares valued at $853.43 each. Under a Rule 10b5-1 trading plan adopted on November 22, 2024, she sold 84 shares on 08/13/2025 for $860.57 per share. Beneficial ownership moved from 11,779 shares after the RSU vest toward 11,572 shares following the reported withholding and sale. The transactions were signed by an attorney-in-fact on 08/14/2025.

Insights

Financial Analyst

TL;DR: Routine insider vesting and plan-driven sales reduced holdings modestly; no material change to leadership stake.

The filing shows standard compensation mechanics: RSU vesting delivered 228 shares and 123 shares were surrendered to satisfy federal and state tax withholding, consistent with Rule 16b-3. The subsequent sale of 84 shares was executed under a pre-established Rule 10b5-1 plan adopted on November 22, 2024, indicating planned disposition rather than opportunistic trading. The net reduction in beneficial ownership is modest (from 11,779 to 11,572 shares) and does not appear material relative to typical executive holdings, suggesting limited immediate governance or control implications.

Corporate Governance Expert

TL;DR: Transactions follow standard governance controls with documented 10b5-1 plan and tax-withholding surrender; transparency is appropriate.

The report documents compliance with insider-trading mitigants: use of a Rule 10b5-1 trading plan and reliance on Rule 16b-3 for tax-related share surrender. The filing was timely and signed via attorney-in-fact. These elements reflect adherence to accepted governance practices for executive equity transactions. The activity is administrative and compensation-related rather than signaling a strategic shift.

Insider Trade Summary

Net Seller: 84 shares ($72,288)

Net Sell 4 txns

Insider Mastantuono Gina

Role President and CFO

Sold 84 shs ($72K)

Type	Security	Shares	Price	Value
Sale	Common Stock	84	$860.57	$72K
Exercise	Restricted Stock Units	228	$0.00	--
Exercise	Common Stock	228	$0.00	--
Tax Withholding	Common Stock	123	$853.43	$105K

Holdings After Transaction: Common Stock — 11,572 shares (Direct); Restricted Stock Units — 455 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. The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 22, 2024. Each restricted stock unit represents a contingent right to receive one share of Issuer's common stock. The restricted stock units vest as to 1/16th of the total shares quarterly, with the first vesting having occurred on May 12, 2022, and subject to the continued service of the Reporting Person 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
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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^*

Mastantuono Gina

(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)
	President and CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

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	08/12/2025		M		228	A	$0	11,779	D
Common Stock	08/12/2025		F		123(1)	D	$853.43	11,656	D
Common Stock	08/13/2025		S(2)		84	D	$860.57	11,572	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)	08/12/2025		M			228	(4)	(4)	Common Stock	228	$0	455	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. The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 22, 2024.

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

4. The restricted stock units vest as to 1/16th of the total shares quarterly, with the first vesting having occurred on May 12, 2022, and subject to the continued service of the Reporting Person on each vesting date.

Remarks:

	/s/ Gina Mastantuono by Russell S. Elmer, Attorney-in-Fact	08/14/2025
	** 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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