NOW Insider Filing: 269 Shares Withheld for Taxes, Sale via 10b5‑1

Rhea-AI Filing Summary

Jacqueline P. Canney, Chief People & AI Enablement Officer at ServiceNow (NOW) had restricted stock units vest that converted into 526 shares. To satisfy tax withholding on the vesting, 269 shares were relinquished in exchange for the company covering federal and state taxes at an effective price of $874.12 per share. Separately, 257 shares were sold at $878.39 pursuant to a Rule 10b5-1 trading plan adopted February 27, 2025.

After these transactions the reporting person beneficially owned 3,027 shares. The filing documents a routine vesting event, associated tax withholding, and a pre‑arranged sale under a trading plan; no earnings or operational items are disclosed.

Insights

Financial Analyst

TL;DR: Executive vesting and a small pre‑arranged sale—limited market impact; shows compensation realization.

The transaction set is composed of 526 RSUs vesting, 269 shares withheld for taxes at $874.12 per share, and a 257‑share sale at $878.39 executed under a Rule 10b5‑1 plan. For a company of ServiceNow's scale, these share quantities are immaterial to overall capitalization and are consistent with standard executive compensation mechanics. The 10b5‑1 plan reduces timing concerns about insider sales. This is a routine disclosure with minimal direct valuation impact.

Corporate Governance Expert

TL;DR: Use of a 10b5‑1 plan and tax‑withholding on RSU vesting indicate ordinary, preplanned insider activity—no governance red flags.

The filing explicitly states the sale was effected under a Rule 10b5‑1 trading plan adopted on February 27, 2025, and that shares were relinquished to satisfy withholding obligations arising from RSU vesting. These disclosures align with accepted insider trading practices and compensation settlement procedures. There is no indication of opportunistic timing or undisclosed arrangements beyond the stated plan and tax withholding.

Insider Trade Summary

Net Seller: 257 shares ($225,746)

Net Sell 4 txns

Insider Canney Jacqueline P

Role Chief People & AI Enblmt. Off.

Sold 257 shs ($226K)

Type	Security	Shares	Price	Value
Sale	Common Stock	257	$878.39	$226K
Exercise	Restricted Stock Units	526	$0.00	--
Exercise	Common Stock	526	$0.00	--
Tax Withholding	Common Stock	269	$874.12	$235K

Holdings After Transaction: Common Stock — 3,027 shares (Direct); Restricted Stock Units — 2,631 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 transaction(s) reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 27, 2025. 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).

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^*

Canney Jacqueline P

(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)
	Chief People & AI Enblmt. Off.

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		526	A	$0	3,553	D
Common Stock	08/07/2025		F		269(1)	D	$874.12	3,284	D
Common Stock	08/08/2025		S(2)		257	D	$878.39	3,027	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			526	(4)	(4)	Common Stock	526	$0	2,631	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 transaction(s) reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 27, 2025.

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

4. 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/ Jacqueline P. Canney 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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